UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
ý |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended October 31, 2002 |
|
o |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT |
For the transition period from to |
Commission file number 000-29278
KMG CHEMICALS, INC.
(Exact name of registrant as specified in its charter)
Texas (State or other jurisdiction of incorporation or organization) |
75-2640529 (I.R.S. Employer Identification No.) |
|
10611 Harwin Drive, Suite 402 Houston, Texas 77036 (Address of principal executive offices) |
||
(713) 988-9252 (Registrant's telephone number including area code) |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes o No o
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 7,512,981 shares of common stock.
KMG CHEMICALS, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
|
October 31, 2002 |
July 31, 2002 |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
ASSETS | ||||||||||
CURRENT ASSETS: | ||||||||||
Cash and cash equivalents | $ | 2,971,872 | $ | 1,234,581 | ||||||
Marketable securities | $ | 148,357 | $ | 197,628 | ||||||
Accounts receivable: | ||||||||||
Trade | 3,811,904 | 7,286,118 | ||||||||
Other | 384,616 | 422,462 | ||||||||
Notes receivablecurrent portion | 35,938 | 35,938 | ||||||||
Inventories | 5,430,328 | 5,192,018 | ||||||||
Prepaid expenses and other current assets | 235,306 | 363,213 | ||||||||
Total current assets | 13,018,321 | 14,731,958 | ||||||||
PROPERTY, PLANT AND EQUIPMENT |
||||||||||
Net of accumulated depreciation | 5,886,414 | 6,106,043 | ||||||||
NOTES RECEIVABLE, Less current portion |
39,877 |
48,422 |
||||||||
DEFERRED TAX ASSET |
529,866 |
369,275 |
||||||||
OTHER ASSETS |
7,821,256 |
7,660,245 |
||||||||
TOTAL |
$ |
27,295,734 |
$ |
28,915,942 |
||||||
LIABILITIES & STOCKHOLDERS' EQUITY |
||||||||||
CURRENT LIABILITIES: |
||||||||||
Accounts payable | $ | 2,924,681 | $ | 2,956,696 | ||||||
Accrued liabilities | 1,219,073 | 1,608,866 | ||||||||
Current portion of long-term debt | 1,068,122 | 1,059,529 | ||||||||
Total current liabilities | 5,211,876 | 5,625,091 | ||||||||
LONG-TERM DEBT |
244,758 |
1,716,003 |
||||||||
DEFERRED INCOME TAXES |
35,475 |
54,198 |
||||||||
Total liabilities | 5,492,109 | 7,395,292 | ||||||||
STOCKHOLDERS' EQUITY |
||||||||||
Preferred stock, $.01 par value, 10,000,000 shares authorized, none issued | ||||||||||
Common stock, $.01 par value, 40,000,000 shares authorized, 7,692,981 shares issued and 7,512,981 shares outstanding at October 31, 2002 and at July 31, 2002. | 76,930 | 76,930 | ||||||||
Additional paid-in capital | 3,365,976 | 3,365,976 | ||||||||
Treasury stock | (900,000 | ) | (900,000 | ) | ||||||
Unrealized gain on available for sale securities | 57,881 | 88,429 | ||||||||
Retained earnings | 19,202,838 | 18,889,315 | ||||||||
Total stockholders' equity | 21,803,625 | 21,520,650 | ||||||||
TOTAL |
$ |
27,295,734 |
$ |
28,915,942 |
||||||
See notes to consolidated financial statements.
1
KMG CHEMICALS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
|
Three Months Ended October 31 |
||||||||
---|---|---|---|---|---|---|---|---|---|
|
2002 |
2001 |
|||||||
NET SALES | $ | 8,053,629 | $ | 8,097,329 | |||||
COST OF SALES |
5,337,278 |
5,461,329 |
|||||||
Gross Profit |
2,716,351 |
2,636,000 |
|||||||
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES |
1,986,607 |
1,928,718 |
|||||||
Operating Income |
729,744 |
707,282 |
|||||||
OTHER INCOME (EXPENSE): |
|||||||||
Interest & Dividend Income | 11,411 | 28,948 | |||||||
Interest Expense | (16,566 | ) | (46,368 | ) | |||||
Other | 6,568 | (6,955 | ) | ||||||
Total Other Income (Expense) |
1,413 |
(24,375 |
) |
||||||
INCOME BEFORE INCOME TAX |
731,158 |
682,907 |
|||||||
Provision For Income Tax |
(248,594 |
) |
(259,505 |
) |
|||||
NET INCOME |
$ |
482,564 |
$ |
423,402 |
|||||
EARNINGS PER SHARE: |
|||||||||
Basic | $ | 0.06 | $ | 0.06 | |||||
Diluted | $ | 0.06 | $ | 0.06 | |||||
WEIGHTED AVERAGE SHARES OUTSTANDING: |
|||||||||
Basic | 7,512,981 | 7,510,177 | |||||||
Diluted | 7,551,367 | 7,544,720 | |||||||
See notes to consolidated financial statements.
2
KMG CHEMICALS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(UNAUDITED)
|
COMMON STOCK |
|
|
|
|
|
||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
|
|
ACCUMULATED OTHER COMPREHENSIVE INCOME |
|
|
|||||||||||||||||
|
SHARES ISSUED |
PAR VALUE |
ADDITIONAL PAID-IN CAPITAL |
TREASURY STOCK |
RETAINED EARNINGS |
TOTAL STOCKHOLDERS EQUITY |
||||||||||||||||
BALANCE AT JULY 31, 2000 | 7,000,169 | 70,002 | 1,129,507 | 0 | 16,389,454 | 17,588,963 | ||||||||||||||||
Warrants issued for services |
25,374 |
25,374 |
||||||||||||||||||||
Stock dividends |
681,812 |
6,818 |
2,209,071 |
(2,215,889 |
) |
|||||||||||||||||
Purchase of 180,000 shares of treasury stock |
(900,000 |
) |
(900,000 |
) |
||||||||||||||||||
Cash dividends |
(290,044 |
) |
(290,044 |
) |
||||||||||||||||||
Net income |
2,640,340 |
2,640,340 |
||||||||||||||||||||
Unrealized gain on available for sale securities (net of taxes of $129,616) |
211,480 |
211,480 |
||||||||||||||||||||
BALANCE AT JULY 31, 2001 |
7,681,981 |
$ |
76,820 |
$ |
3,363,952 |
$ |
(900,000 |
) |
$ |
211,480 |
$ |
16,523,861 |
$ |
19,276,113 |
||||||||
Employee options exercised |
11,000 |
110 |
2,024 |
2,134 |
||||||||||||||||||
Cash dividends |
(319,083 |
) |
(319,083 |
) |
||||||||||||||||||
Net income |
2,684,537 |
2,684,537 |
||||||||||||||||||||
Change in unrealized gain on available for sale securities (net of taxes of $54,198) |
(123,051 |
) |
(123,051 |
) |
||||||||||||||||||
BALANCE AT JULY 31, 2002 |
7,692,981 |
$ |
76,930 |
$ |
3,365,976 |
$ |
(900,000 |
) |
$ |
88,429 |
$ |
18,889,315 |
$ |
21,520,650 |
||||||||
Cash dividends |
$ |
(169,041 |
) |
(169,041 |
) |
|||||||||||||||||
Net income |
482,564 |
482,564 |
||||||||||||||||||||
Change in unrealized gain on available for sale securities (net of taxes of $35,475) |
(30,548 |
) |
(30,548 |
) |
||||||||||||||||||
BALANCE AT OCTOBER 31, 2002 |
7,692,981 |
$ |
76,930 |
$ |
3,365,976 |
$ |
(900,000 |
) |
$ |
57,881 |
$ |
19,202,838 |
$ |
21,803,625 |
||||||||
See notes to consolidated financial statements.
3
KMG CHEMICALS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
|
Three Months Ended October 31 |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
|
2002 |
2001 |
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||||||
Net income |
$ |
482,564 |
$ |
423,402 |
||||||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||
Depreciation and amortization | 344,199 | 284,614 | ||||||||||
Gain on sale of equipment | (18,500 | ) | ||||||||||
Forgiveness of notes receivable from related parties | 8,545 | 8,545 | ||||||||||
Deferred income taxes | (160,591 | ) | (6,551 | ) | ||||||||
Changes in operating assets and liabilities: | ||||||||||||
Accounts receivabletrade | 3,474,214 | 1,804,811 | ||||||||||
Accounts receivableother | 37,846 | (87,212 | ) | |||||||||
Inventories | (238,310 | ) | 730,527 | |||||||||
Prepaid expenses and other assets | 127,907 | (22,870 | ) | |||||||||
Accounts payable | (32,015 | ) | (1,198,759 | ) | ||||||||
Accrued liabilities | (389,793 | ) | (736,549 | ) | ||||||||
Net cash provided by operating activities | 3,636,066 | 1,199,958 | ||||||||||
CASH FLOWS FROM INVESTING ACTIVITIES: |
||||||||||||
Additions to property, plant and equipment | (22,272 | ) | (626,543 | ) | ||||||||
Proceeds from sale of equipment | 18,500 | |||||||||||
Additions to other assets | (263,311 | ) | (86,561 | ) | ||||||||
Net cash used in investing activities | (267,083 | ) | (713,104 | ) | ||||||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||||||
Principal payments on borrowings | (1,462,652 | ) | (228,125 | ) | ||||||||
Proceeds from exercise of stock options | 2,134 | |||||||||||
Payment of dividends | (169,041 | ) | (150,040 | ) | ||||||||
Net cash used in financing activities | (1,631,693 | ) | (376,029 | ) | ||||||||
NET INCREASE IN CASH AND CASH EQUIVALENTS |
1,737,290 |
110,825 |
||||||||||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD |
1,234,581 |
3,126,781 |
||||||||||
CASH AND CASH EQUIVALENTS AT END OF PERIOD |
$ |
2,971,872 |
$ |
3,237,606 |
||||||||
SUPPLEMENTAL DISCLOSURES FOR CASH FLOW INFORMATION: |
||||||||||||
Cash paid during the period for interest | $ | 16,566 | $ | 46,368 | ||||||||
Cash paid during the period for income taxes | $ | 201,492 | $ | 78,459 |
See notes to consolidated financial statements.
4
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) Basis of PresentationThe unaudited condensed consolidated financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") and in the opinion of management reflect all adjustments, including those of a normal recurring nature, that are necessary for a fair presentation of financial position and results of operations for the interim periods presented. These financial statements include the accounts of KMG Chemicals, Inc. and its subsidiaries (the "Company"). All significant intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated financial statements have been prepared pursuant to the requirements of the SEC for interim reporting. As permitted under those requirements, certain footnotes or other financial information that are normally required by GAAP (accounting principles generally accepted in the United States of America) have been condensed or omitted. The financial statements included herein should be read in conjunction with the financial statements and notes thereto included in the Company's annual report on Form 10-K for the year ended July 31, 2002.
(2) Earnings Per ShareBasic earnings per share has been computed by dividing net income by the weighted average shares outstanding. Diluted earnings per share has been computed by dividing net income by the weighted average shares outstanding plus dilutive potential common shares.
The following table presents information necessary to calculate basic and diluted earnings per share for periods indicated:
|
Three Months Ended October 31 |
||||||
---|---|---|---|---|---|---|---|
|
2002 |
2001 |
|||||
BASIC EARNINGS PER SHARE | |||||||
Net Income |
$ |
482,564 |
$ |
423,402 |
|||
Weighted Average Shares Outstanding |
7,512,981 |
7,510,177 |
|||||
Basic Earnings Per Share |
$ |
0.06 |
0.06 |
||||
DILUTED EARNINGS PER SHARE |
|||||||
Net Income |
$ |
482,564 |
$ |
423,402 |
|||
Weighted Average Shares Outstanding |
7,512,981 |
7,510,177 |
|||||
Shares Issuable from Assumed Conversion of Common Share Options |
38,386 |
34,543 |
|||||
Weighted Average Shares Outstanding, as Adjusted |
7,551,367 |
7,544,720 |
|||||
Diluted Earnings Per Share |
$ |
0.06 |
0.06 |
||||
(3) New Accounting RulesEffective August 1, 2002, the Company adopted the statement promulgated by the Financial Accounting Standards Board, Statement of Financial Accounting Standards ("SFAS") No. 142 "Goodwill and Other Intangible Assets." In adopting SFAS No.142, the Company has identified certain intangible assets that are not amortizable under this statement. Those intangible assets were acquired from Allied Signal Inc. ("Allied") on June 30, 1998 for $4.5 million and pertain to the sale and distribution of creosote. Virtually all of the value acquired in that transaction with Allied pertains to the creosote product registrations included in the acquisition. In the opinion of
5
management, these creosote product registrations currently have an indeterminable life. As a result, amortization expense decreased by $25,000 per month.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS.
Results of Operations
The following table sets forth the Company's net sales and certain other financial data, including the amount of the change between the three month periods ended October 31, 2002 and 2001:
|
Three Months Ended October 31 |
|||||
---|---|---|---|---|---|---|
|
2002 |
2001 |
||||
Net sales | $ | 8,053,629 | $ | 8,097,329 | ||
Gross profit |
$ |
2,716,351 |
$ |
2,636,000 |
||
Gross profit as a percent of net sales |
33.7% |
32.6% |
||||
Net income |
$ |
482,564 |
$ |
423,402 |
||
Basic earnings per share |
$ |
0.06 |
$ |
0.06 |
||
Weighted average shares outstanding |
7,512,981 |
7,510,177 |
Sales Revenue and Gross Profit
Net sales revenue for the first quarter of fiscal 2003 was flat as compared with the first quarter of fiscal 2002. Net sales revenue from wood treating chemicals continued to be adversely affected in the first quarter of fiscal 2003 by soft demand for utility poles and railroad crossties. The Company's pentachlorophenol products ("penta") are used principally to treat utility poles and its creosote product is used to treat railroad crossties. The Company did see some improvement in penta sales in the quarter but that was more than offset by lower creosote sales. Net sales revenue from the Company's agricultural chemical product were up; however, overall they were not a significant factor in the quarter since sales of the product are heavily concentrated in the last fiscal quarter rather than the first quarter.
Gross profit for the first quarter of fiscal 2003 was 3% greater than in the same quarter of the prior fiscal year. The Company's gross profit as a percent of sales improved to 33.7% for the first quarter of this fiscal year from 32.6% for the same quarter of fiscal 2002. The improvement in gross profit was caused by the increased higher margin penta sales. In the first quarter and currently, the Company has experienced higher costs for its chlorine and phenol raw materials. The Company expects those increased costs will affect gross margins adversely over the balance of the fiscal year.
Selling, General and Administrative Expenses
Selling, general and administrative expenses for the first quarter of fiscal 2003 were approximately the same as in the first quarter of the prior fiscal year and reflects management's continuing emphasis on cost containment.
Liquidity and Capital Resources
The principal balance of the Company's term loan with SouthTrust Bank of Alabama, National Association ("SouthTrust") was approximately $1.3 million as of October 31, 2002. As of that same date, the Company had no borrowings under its revolving loan with SouthTrust, but its borrowing base availability under that loan was $3.5 million.
6
Disclosure Regarding Forward Looking Statements
Certain information included or incorporated by reference in this report is forward-looking, including statements contained in "Management's Discussion and Analysis of Operations." It includes statements regarding the intent, belief and current expectations of the Company and its directors and officers. Forward-looking information involves important risks and uncertainties that could materially alter results in the future from those expressed in these the statements. These risks and uncertainties include, but are not limited to, the ability of the Company to maintain existing relationships with long-standing customers, the ability of the Company to successfully implement productivity improvements, cost reduction initiatives, facilities expansion and the ability of the Company to develop, market and sell new products and to continue to comply with environmental laws, rules and regulations. Other risks and uncertainties include uncertainties relating to economic conditions, acquisitions and divestitures, government and regulatory policies, technological developments and changes in the competitive environment in which the Company operates. Persons reading this report are cautioned that such statements are only predictions and that actual events or results may differ materially. In evaluating such statements, readers should specifically consider the various factors that could cause actual events or results to differ materially from those indicated by the forward-looking statements.
New Accounting Rules
Effective August 1, 2002, the Company adopted the statement promulgated by the Financial Accounting Standards Board, Statement of Financial Accounting Standards ("SFAS") No. 142 As a result, amortization expense decreased by $25,000 per month. See, note 3 of "Notes to Financial Statements".
Critical Accounting Policies
The Company's consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires the use of estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. The significant accounting principles which we believe are the most important to aid in fully understanding our financial results are the following:
Revenue RecognitionThe Company essentially has only one revenue recognition transaction in which the Company's chemical products sold in the open market are recognized as revenue as risk of loss and title to the products transfer to customers, which usually occurs at the time a shipment is made.
Allowance for Doubtful AccountsThe Company provides an allowance for accounts receivable it believes it may not collect in full. A provision for bad debt expense recorded to selling, general and administrative expenses increases the allowance. Accounts receivable that are written off the Company's books decrease the allowance. The amount of bad debt expense recorded each period and the resulting adequacy of the allowance at the end of each period are determined using a combination of the Company's historical loss experience, customer-by-customer analyses of the Company's accounts receivable balances each period and subjective assessments of the Company's future bad debt exposure.
InventoriesInventories consist primarily of raw materials and finished goods that the Company holds for sale in the ordinary course of business. It uses the first-in, first-out method to value inventories at the lower of cost or market. Management believes the Company has not incurred impairments in the carrying value of its inventories.
7
Impairment of Long-lived AssetsThe Company periodically reviews the carrying value of its long-lived assets held and used and assets to be disposed of, including supply contracts and other intangible assets, at least annually or when events and circumstances warrant such a review. The carrying value of long-lived assets are evaluated for potential impairment on an individual asset basis.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The Company is exposed to certain market risks arising from transactions that are entered into in the ordinary course of business, primarily from changes in foreign exchange rates. The Company does not utilize derivative financial instruments or hedging transactions to manage that risk.
ITEM 4. CONTROLS AND PROCEDURES.
Within 90 days prior to the filing of this report, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), an evaluation of the effectiveness of the Company's disclosure controls and procedures was performed. Based on this evaluation, the CEO and CFO have concluded that the Company's disclosure controls and procedures are effective to ensure that material information is recorded, processed, summarized and reported by management of the Company on a timely basis in order to comply with the Company's disclosure obligations under the Securities Exchange Act of 1934 and the rules of the SEC.
8
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The annual meeting of the shareholders of the Company was held on November 19, 2002. At that meeting, the shareholders voted to elect all the nominees for director as follows:
Nominees |
Votes For |
Votes Against |
||
---|---|---|---|---|
David L. Hatcher | 7,096,192 | 1,298 | ||
George W. Gilman | 7,096,906 | 584 | ||
Fred C. Leonard, III | 7,096,906 | 584 | ||
Charles L. Mears | 7,096,906 | 584 | ||
Charles M. Neff, Jr. | 7,096,906 | 584 | ||
Richard L. Urbanowski | 7,096,906 | 584 |
The shareholders also voted to ratify the appointment of Deloitte & Touche LLP as independent accountants and auditors of the Company for fiscal year 2003. The vote was 7,096,940 votes for the ratification, 550 votes against and no abstentions.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
The following documents were previously filed by the Company and are incorporated by this reference:
2.1 (i) | First Amended Joint Plan of Reorganization dated September 1, 1995, as modified and clarified to date. | ||
2.1 (ii) | Asset Purchase and Sale Agreement dated June 26, 1998 with AlliedSignal, Inc. | ||
2.1 (iii) | Asset Sale Agreement dated October 3, 2000 between the Company and GB Biosciences Corporation | ||
2.2 | Stock Exchange Agreement dated September 13, 1996 by and between W.P. Acquisition Corp., Halter Financial Group, Inc., KMG-Bernuth, Inc. and certain shareholders of KMG-Bernuth, Inc. | ||
3 (i) | Amended and Restated Articles of Incorporation. | ||
3 (ii) | Bylaws. | ||
3 (iii) | Articles of Amendment to Restated and Amended Articles of Incorporation, filed December 11, 1997. | ||
4.1 | Form of Common Stock Certificate. | ||
10.1 | Agency Agreement dated January 1, 1987 by and between Bernuth, Lembcke Co. Inc. and VfT AG. | ||
10.2 | Revolving Loan Agreement dated August 1, 1996 by and between KMG-Bernuth, Inc. and SouthTrust Bank of Alabama, National Association. | ||
10.3 | $2,500,000 Revolving Note dated August 1, 1996 payable by KMG-Bernuth, Inc. to SouthTrust Bank of Alabama, National Association. | ||
10.4 | 1996 Stock Option Plan. | ||
10.5 | Stock Option Agreement dated October 17, 1996 by and between KMG-B, Inc. and Thomas H. Mitchell. | ||
10.6 | Consulting Agreement dated October 15, 1996 by and between the Company and Gilman Financial Corporation. | ||
10.7 | Split Dollar Insurance Agreement dated November 8, 1991 between KMG-Bernuth, Inc. and David L. Hatcher. |
9
10.8 | Split Dollar Insurance Agreement dated December 13, 1991 between KMG-Bernuth, Inc. and Bobby D. Godfrey. | ||
10.9 | Second Amendment to Revolving Loan Agreement. | ||
10.10 | $2,500,000 Amended and Restated Revolving Note. | ||
10.11 | Third Amendment to Revolving Loan Agreement. | ||
10.12 | $2,500,000 Amended and Restated Revolving Note dated December 31, 1997. | ||
10.13 | Employment Agreement dated February 1, 1998 with Bobby D. Godfrey. | ||
10.14 | Creosote Supply Agreement dated as of June 30, 1998 between AlliedSignal Inc. and the Company. | ||
10.15 | Performance Guaranty dated June 30, 1998 by the Company. | ||
10.16 | Term Loan Agreement between SouthTrust Bank, National Association and KMG-Bernuth, Inc. | ||
10.17 | $6,000,000 Term Note. | ||
10.18 | Guaranty of Payment by the Company. | ||
10.19 | Fourth Amendment to Revolving Loan Agreement. | ||
10.20 | Creosote Supply Agreement dated November 1, 1998 between Rütgers VFT and the Company | ||
10.21 | Option to Purchase 40,000 Shares of Common Stock dated as of September 16, 1998 between the Company and Halter Financial Group, Inc. | ||
10.22 | Warrant for the Purchase of 25,000 Shares of Common Stock dated as of March 17, 1999 between the Company and JP Turner & Company, L.L.C. | ||
10.23 | Manufacturing and Formulation Agreement dated October 3, 2000 between the Company and GB Biosciences Corporation. | ||
10.24 | Warrant for the Purchase of 25,000 Shares of Common Stock dated as of March 6, 2000 between the Company and JGIS, Ltd., an assignee of Gilman Financial Corporation. | ||
10.25 | Employment Agreement with Thomas H. Mitchell dated July 11, 2001. | ||
10.26 | Employment Agreement with John V. Sobchak dated June 26, 2001. | ||
10.27 | Supplemental Executive Retirement Plan dated effective August 1, 2001. | ||
10.28 | Sales Agreement dated January 1, 2002 between Reilly Industries, Inc. and the Company. | ||
21.1 | Subsidiaries of the Company. | ||
99.1 | Direct Stock Purchase Plan. |
10
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
KMG Chemicals, Inc. |
|||
By: |
/s/ DAVID L. HATCHER David L. Hatcher, President |
Date: December 13, 2002 |
|
By: |
/s/ JOHN V. SOBCHAK John V. Sobchak, Chief Financial Officer |
Date: December 13, 2002 |
I, David L. Hatcher, certify that:
1. I have reviewed this quarterly report on Form 10-Q of KMG Chemicals, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects and financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: |
December 13, 2002 |
/s/ DAVID L. HATCHER David L. Hatcher President |
I, John V. Sobchak, certify that:
1. I have reviewed this quarterly report on Form 10-Q of KMG Chemicals, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects and financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: |
December 13, 2002 |
/s/ JOHN V. SOBCHAK John V. Sobchak Vice President & Chief Financial Officer |
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with this report of the Company on Form 10-Q for the quarterly period ended October 31, 2002, I, David L. Hatcher, Chairman of the Board and President of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: |
December 13, 2002 |
/s/ DAVID L. HATCHER David L. Hatcher Chairman of the Board and President |
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with this report of the Company on Form 10-Q for the quarterly period ended October 31, 2002, I, John V. Sobchak, Chief Financial Officer and Vice President of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: |
December 13, 2002 |
/s/ JOHN V. SOBCHAK John V. Sobchak Chief Financial Officer and Vice President |