Attached files
| file | filename |
|---|---|
| EX-31.1 - EX-31.1 - KMG CHEMICALS INC | kmg-ex311_201504308.htm |
| EX-31.2 - EX-31.2 - KMG CHEMICALS INC | kmg-ex312_201504307.htm |
| EX-32.2 - EX-32.2 - KMG CHEMICALS INC | kmg-ex322_201504309.htm |
| EX-32.1 - EX-32.1 - KMG CHEMICALS INC | kmg-ex321_201504306.htm |
| EXCEL - IDEA: XBRL DOCUMENT - KMG CHEMICALS INC | Financial_Report.xls |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
|
x |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended April 30, 2015
|
¨ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to .
Commission file number: 001-35577
KMG CHEMICALS, INC.
(Exact name of registrant as specified in its charter)
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Texas |
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75-2640529 |
|
(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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9555 West Sam Houston Parkway South, Suite 600 Houston, Texas |
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77099 |
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(Address of principal executive offices) |
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(Zip Code) |
(713) 600-3800
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer |
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¨ |
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Accelerated filer |
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x |
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||||
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Non-accelerated filer |
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¨ |
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(Do not check if a smaller reporting company) |
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Smaller reporting company |
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¨ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
As of June 8, 2015, there were 11,685,638 shares of the registrant’s common stock outstanding.
2
PART I — FINANCIAL INFORMATION
KMG CHEMICALS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except for share and per share amounts)
|
|
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April 30, |
|
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July 31, |
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||
|
|
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2015 |
|
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2014 |
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||
|
|
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(Unaudited) |
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Assets |
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|
|
|
|
|
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Current assets |
|
|
|
|
|
|
|
|
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Cash and cash equivalents |
|
$ |
6,840 |
|
|
$ |
19,252 |
|
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Accounts receivable |
|
|
|
|
|
|
|
|
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Trade, net of allowances of $143 at April 30, 2015 and $272 at July 31, 2014 |
|
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38,428 |
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|
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40,176 |
|
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Other |
|
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3,572 |
|
|
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1,904 |
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Inventories, net |
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38,995 |
|
|
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45,268 |
|
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Current deferred tax assets |
|
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1,351 |
|
|
|
1,577 |
|
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Prepaid expenses and other |
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3,873 |
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3,476 |
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Total current assets |
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93,059 |
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111,653 |
|
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Property, plant and equipment, net |
|
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80,702 |
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|
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92,450 |
|
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Deferred tax assets |
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|
442 |
|
|
|
442 |
|
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Goodwill |
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11,146 |
|
|
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12,595 |
|
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Intangible assets, net |
|
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20,911 |
|
|
|
28,353 |
|
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Restricted cash |
|
|
1,000 |
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|
|
1,000 |
|
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Other assets, net |
|
|
4,860 |
|
|
|
4,365 |
|
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Total assets |
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$ |
212,120 |
|
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$ |
250,858 |
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Liabilities and stockholders’ equity |
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|
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|
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Current liabilities |
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|
|
|
|
|
|
|
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Accounts payable |
|
$ |
30,057 |
|
|
$ |
36,690 |
|
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Accrued liabilities |
|
|
14,605 |
|
|
|
16,986 |
|
|
Employee incentive accrual |
|
|
4,238 |
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|
|
4,575 |
|
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Total current liabilities |
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48,900 |
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|
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58,251 |
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Long-term debt, net of current maturities |
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35,000 |
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|
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60,000 |
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Deferred tax liabilities |
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5,146 |
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9,881 |
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Other long-term liabilities |
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1,881 |
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2,520 |
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Total liabilities |
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90,927 |
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130,652 |
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Commitments and contingencies |
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Stockholders’ equity |
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Preferred stock, $0.01 par value, 10,000,000 shares authorized, none issued |
|
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— |
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|
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— |
|
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Common stock, $0.01 par value, 40,000,000 shares authorized, 11,680,940 shares issued and outstanding at April 30, 2015 and 11,649,001 shares issued and outstanding at July 31, 2014 |
|
|
117 |
|
|
|
116 |
|
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Additional paid-in capital |
|
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30,866 |
|
|
|
28,886 |
|
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Accumulated other comprehensive income (loss) |
|
|
(8,107 |
) |
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|
645 |
|
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Retained earnings |
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98,317 |
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90,559 |
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Total stockholders’ equity |
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121,193 |
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120,206 |
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Total liabilities and stockholders’ equity |
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$ |
212,120 |
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$ |
250,858 |
|
See accompanying notes to condensed consolidated financial statements.
3
KMG CHEMICALS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(UNAUDITED)
(In thousands, except for per share amounts)
|
|
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Three Months Ended |
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Nine Months Ended |
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||||||||||
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April 30, |
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April 30, |
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||||||||||
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2015 |
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2014 |
|
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2015 |
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|
2014 |
|
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Net sales |
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$ |
73,964 |
|
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$ |
84,437 |
|
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$ |
244,505 |
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$ |
262,250 |
|
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Cost of sales |
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47,149 |
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59,672 |
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|
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161,544 |
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186,728 |
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Gross profit |
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26,815 |
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24,765 |
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82,961 |
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75,522 |
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Distribution expenses |
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11,700 |
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|
|
11,975 |
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37,721 |
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36,979 |
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Selling, general and administrative expenses |
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9,257 |
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|
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8,815 |
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|
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28,164 |
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|
|
29,085 |
|
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Restructuring charges |
|
|
27 |
|
|
|
1,061 |
|
|
|
900 |
|
|
|
5,092 |
|
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Realignment charges |
|
|
1,070 |
|
|
|
— |
|
|
|
5,429 |
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|
|
— |
|
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Operating income |
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|
4,761 |
|
|
|
2,914 |
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10,747 |
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4,366 |
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Other income (expense) |
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|
|
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|
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|
|
|
|
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|
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Interest expense, net |
|
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(111 |
) |
|
|
(926 |
) |
|
|
(1,098 |
) |
|
|
(2,250 |
) |
|
Gain (loss) on sale of creosote distribution business, net |
|
|
(234 |
) |
|
|
— |
|
|
|
5,448 |
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|
|
— |
|
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Other non-operating expense |
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(1,250 |
) |
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|
— |
|
|
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(1,250 |
) |
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— |
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Other, net |
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(339 |
) |
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|
(105 |
) |
|
|
(498 |
) |
|
|
(540 |
) |
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Total other income (expense), net |
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(1,934 |
) |
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(1,031 |
) |
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|
2,602 |
|
|
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(2,790 |
) |
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Income before income taxes |
|
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2,827 |
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|
|
1,883 |
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|
13,349 |
|
|
|
1,576 |
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Provision for income taxes |
|
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(692 |
) |
|
|
(657 |
) |
|
|
(4,539 |
) |
|
|
(1,742 |
) |
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Net income (loss) |
|
$ |
2,135 |
|
|
$ |
1,226 |
|
|
$ |
8,810 |
|
|
$ |
(166 |
) |
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Earnings per share |
|
|
|
|
|
|
|
|
|
|
|
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|
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Net income (loss) per common share basic |
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$ |
0.18 |
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$ |
0.11 |
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$ |
0.75 |
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|
$ |
(0.01 |
) |
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Net income (loss) per common share diluted |
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$ |
0.18 |
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|
$ |
0.11 |
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$ |
0.75 |
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|
$ |
(0.01 |
) |
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Weighted average shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Basic |
|
|
11,680 |
|
|
|
11,634 |
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|
|
11,669 |
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|
|
11,606 |
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Diluted |
|
|
11,819 |
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|
|
11,673 |
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|
|
11,758 |
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|
|
11,606 |
|
See accompanying notes to condensed consolidated financial statements.
4
KMG CHEMICALS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
(In thousands)
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
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||||||||||
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April 30, |
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April 30, |
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2015 |
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2014 |
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2015 |
|
|
2014 |
|
||||
|
Net income (loss) |
|
$ |
2,135 |
|
|
$ |
1,226 |
|
|
$ |
8,810 |
|
|
$ |
(166 |
) |
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Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Foreign currency translation income (loss) |
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|
650 |
|
|
|
1,776 |
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|
|
(8,752 |
) |
|
|
4,280 |
|
|
Total other comprehensive income (loss) |
|
|
650 |
|
|
|
1,776 |
|
|
|
(8,752 |
) |
|
|
4,280 |
|
|
Total comprehensive income |
|
$ |
2,785 |
|
|
$ |
3,002 |
|
|
$ |
58 |
|
|
$ |
4,114 |
|
See accompanying notes to condensed consolidated financial statements.
5
KMG CHEMICALS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In thousands)
|
|
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Nine Months Ended |
|
|||||
|
|
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April 30, |
|
|||||
|
|
|
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2015 |
|
|
|
2014 |
|
|
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
8,810 |
|
|
$ |
(166 |
) |
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities |
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
9,951 |
|
|
|
10,422 |
|
|
Non-cash restructuring and realignment charges |
|
|
5,640 |
|
|
|
1,720 |
|
|
Amortization of loan costs |
|
|
111 |
|
|
|
45 |
|
|
Stock-based compensation expense |
|
|
1,970 |
|
|
|
1,777 |
|
|
Bad debt expense |
|
|
— |
|
|
|
89 |
|
|
Allowance for excess and obsolete inventory |
|
|
760 |
|
|
|
33 |
|
|
Gain on disposal of property |
|
|
— |
|
|
|
(14 |
) |
|
Gain on sale of creosote distribution business |
|
|
(5,448 |
) |
|
|
— |
|
|
Deferred income taxes |
|
|
(4,374 |
) |
|
|
751 |
|
|
Tax benefit from stock-based awards |
|
|
(10 |
) |
|
|
(328 |
) |
|
Changes in operating assets and liabilities |
|
|
|
|
|
|
|
|
|
Accounts receivable — trade |
|
|
95 |
|
|
|
1,906 |
|
|
Accounts receivable — other |
|
|
(1,756 |
) |
|
|
538 |
|
|
Inventories |
|
|
965 |
|
|
|
7,277 |
|
|
Other current and noncurrent assets |
|
|
(1,386 |
) |
|
|
389 |
|
|
Accounts payable |
|
|
(4,897 |
) |
|
|
(3,916 |
) |
|
Accrued liabilities and other |
|
|
(2,219 |
) |
|
|
5,383 |
|
|
Net cash provided by operating activities |
|
|
8,212 |
|
|
|
25,906 |
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
Additions to property, plant and equipment |
|
|
(10,751 |
) |
|
|
(7,133 |
) |
|
Disposals of property, plant and equipment |
|
|
2,561 |
|
|
|
39 |
|
|
Proceeds from sale of creosote distribution business |
|
|
14,899 |
|
|
|
— |
|
|
Net cash provided by (used in) investing activities |
|
|
6,709 |
|
|
|
(7,094 |
) |
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
Net payments under revolving credit agreement |
|
|
(41,100 |
) |
|
|
(13,000 |
) |
|
Principal payments on term loan |
|
|
(20,000 |
) |
|
|
— |
|
|
Borrowings under New Credit Facility |
|
|
59,100 |
|
|
|
— |
|
|
Payments under New Credit Facility |
|
|
(23,000 |
) |
|
|
— |
|
|
Tax benefit from stock-based awards |
|
|
10 |
|
|
|
328 |
|
|
Payment of dividends |
|
|
(1,050 |
) |
|
|
(1,043 |
) |
|
Net cash used in financing activities |
|
|
(26,040 |
) |
|
|
(13,715 |
) |
|
Effect of exchange rate changes on cash |
|
|
(1,293 |
) |
|
|
356 |
|
|
Net (decrease) increase in cash and cash equivalents |
|
|
(12,412 |
) |
|
|
5,453 |
|
|
Cash and cash equivalents at beginning of period |
|
|
19,252 |
|
|
|
13,949 |
|
|
Cash and cash equivalents at end of period |
|
$ |
6,840 |
|
|
$ |
19,402 |
|
|
Supplemental disclosures of cash flow information |
|
|
|
|
|
|
|
|
|
Cash paid for interest |
|
$ |
1,097 |
|
|
$ |
1,909 |
|
|
Cash paid for income taxes |
|
$ |
7,289 |
|
|
$ |
527 |
|
|
Supplemental disclosure of non-cash investing activities |
|
|
|
|
|
|
|
|
|
Purchase of property, plant and equipment through accounts payable |
|
$ |
868 |
|
|
$ |
637 |
|
See accompanying notes to condensed consolidated financial statements.
6
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
The consolidated balance sheet as of July 31, 2014, which has been derived from audited consolidated financial statements, and the unaudited condensed consolidated financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission for interim reporting. As permitted under those requirements, certain footnotes or other financial information that are normally required by generally accepted accounting principles in the United States of America (“GAAP”) have been condensed or omitted. The Company believes that the disclosures made are adequate to make the information not misleading 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. The results of operations for the interim periods are not necessarily indicative of results of operations to be expected for the full year. The unaudited condensed consolidated financial statements included herein should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended July 31, 2014.
These condensed consolidated financial statements are prepared using certain estimates by management and include the accounts of KMG Chemicals, Inc. and its subsidiaries (collectively, the “Company”). All significant intercompany balances and transactions have been eliminated in consolidation.
In April 2014, the FASB issued ASU No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity (“ASU No. 2014-08”). ASU No. 2014-08 limits discontinued operations reporting to disposals of components of an entity that represent a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when any of the following occurs: a) the component of an entity or group of components of an entity meets the criteria to be classified as held for sale; b) the component of an entity or group of components of an entity is disposed of by sale; or c) the component of an entity or group of components of an entity is disposed of other than by sale. ASU No. 2014-08 also requires additional disclosures about discontinued operations. ASU No. 2014-08 is effective for reporting periods beginning after December 15, 2014. Early adoption is permitted, but only for disposals (or classifications as held for sale) that have not been reported in financial statements previously issued or available for issuance. The Company early adopted ASU No. 2014-08 for the reporting period beginning November 1, 2014. As a result of the adoption of ASU No. 2014-08, results of operations for disposals in the ordinary course of business on or subsequent to November 1, 2014 would generally be included in continuing operations on the Company’s consolidated statements of operations, to the extent such disposals did not meet the criteria for classification as a discontinued operation. Additionally, any gain or loss on disposals that do not meet the criteria for classification as a discontinued operation would be included in income from continuing operations on the consolidated statements of operations.
2. Disposition of Business
On January 16, 2015, the Company sold its creosote distribution business, part of the wood treating chemicals segment, to Koppers Inc. pursuant to an asset purchase agreement. The transaction closed concurrently with the signing of the asset purchase agreement. Assets that were sold in the transaction included the Company’s United States Environmental Protection Agency (“EPA”) registrations for creosote, creosote inventory, railcar and tank terminal leases and various customer agreements. The adjusted sale price for the assets was approximately $14.9 million.
The following table summarizes the cost of assets sold in conjunction with the sale of the creosote distribution business (in thousands):
|
Creosote product registrations |
|
$ |
5,339 |
|
|
Inventory |
|
|
3,009 |
|
|
Other assets |
|
|
168 |
|
|
|
|
$ |
8,516 |
|
The Company allocated goodwill of approximately $662,000 within the wood treating segment to the sale of the creosote distribution business. The Company recognized a gain of $5.4 million on the sale of the creosote distribution business, net of closing and other transaction expenses.
3. Earnings Per Share
Basic earnings per share have been computed by dividing net income by the weighted average shares outstanding. Diluted earnings per share have been computed by dividing net income by the weighted average shares outstanding plus potentially dilutive common shares. There were approximately 139,000 and approximately 89,000 dilutive shares related to stock-based awards for the
7
three and nine months ended April 30, 2015. There were approximately 39,000 dilutive shares related to stock-based award for the three months ended April 30, 2014. Potentially dilutive shares are not included in the computation of diluted weighted average shares outstanding due to a loss from continuing operations for the nine months ended April 30, 2014.
Outstanding stock-based awards are not included in the computation of diluted earnings per share under the treasury stock method if including them would be anti-dilutive. There were no such potentially dilutive securities that were not included for the three and nine months ended April 30, 2015. There were no shares of potentially dilutive securities not included in the computation of diluted earnings per share for the three months ended April 30, 2014. There were an average of approximately 21,000 shares of potentially dilutive securities not included in the computation of diluted earnings per share for the nine months ended April 30, 2014.
4. Inventories
Inventories are summarized in the following table (in thousands):
|
|
|
April 30, |
|
|
July 31, |
|
||
|
|
|
2015 |
|
|
2014 |
|
||
|
Raw materials |
|
$ |
5,390 |
|
|
$ |
7,914 |
|
|
Work in process |
|
|
1,237 |
|
|
|
1,508 |
|
|
Supplies |
|
|
1,483 |
|
|
|
1,793 |
|
|
Finished products |
|
|
31,497 |
|
|
|
34,343 |
|
|
Less: reserve for inventory obsolescence |
|
|
(612 |
) |
|
|
(290 |
) |
|
Inventories, net |
|
$ |
38,995 |
|
|
$ |
45,268 |
|
5. Property, Plant and Equipment
Property, plant and equipment and related accumulated depreciation and amortization are summarized as follows (in thousands):
|
|
|
April 30, |
|
|
July 31, |
|
||
|
|
|
2015 |
|
|
2014 |
|
||
|
Land |
|
$ |
13,502 |
|
|
$ |
15,763 |
|
|
Buildings and improvements |
|
|
38,062 |
|
|
|
42,664 |
|
|
Equipment |
|
|
81,107 |
|
|
|
77,557 |
|
|
Leasehold improvements |
|
|
177 |
|
|
|
143 |
|
|
|
|
|
132,848 |
|
|
|
136,127 |
|
|
Less: accumulated depreciation and amortization |
|
|
(63,583 |
) |
|
|
(52,972 |
) |
|
|
|
|
69,265 |
|
|
|
83,155 |
|
|
Construction-in-progress |
|
|
11,437 |
|
|
|
9,295 |
|
|
Property, plant and equipment, net |
|
$ |
80,702 |
|
|
$ |
92,450 |
|
The Company sold its facility in Elwood, Kansas in February 2015 for $2.5 million, payable in cash on the closing date, which approximated the Company’s carrying value of the property. The Company recognized a loss on the sale of approximately $29,000.
6. Stock-Based Compensation
The Company has stock-based incentive plans which are described in more detail in Note 11 to the consolidated financial statements in the Company’s Annual Report on Form 10-K for fiscal year 2014. The Company recognized stock-based compensation costs of approximately $832,000 and $343,000 for the three months and $2.0 million and $1.8 million for the nine months ended April 30, 2015 and 2014, respectively. The amount recognized in the first nine months of fiscal year 2014 includes $1.1 million for shares granted to Christopher T. Fraser upon becoming President and CEO. The Company also recognized the related tax benefits of $310,000 and $120,000 for the three months and $743,000 and $663,000 for the nine months ended April 30, 2015 and 2014, respectively. Stock-based compensation costs are recorded under selling, general and administrative expenses in the condensed consolidated statements of income (loss).
As of April 30, 2015, the unrecognized compensation costs related to stock-based awards was approximately $5.3 million, which is expected to be recognized over a weighted-average period of 2.0 years.
8
On August 1, 2014, there were 250,944 non-vested performance shares outstanding which reflected the maximum number of shares under the awards. No performance share awards vested during the nine months ended April 30, 2015. As of April 30, 2015, the non-vested performance-based stock awards consisted of Series 1 awards granted to certain executives and employees in fiscal years 2015 and 2014 as summarized below reflecting the target number of shares under the awards. The Series 1 awards granted in fiscal year 2013 are not expected to vest at this time.
|
|
|
|
|
Target |
|
|
|
|
|
|
|
|
Expected |
|
|
|
|
|
||
|
|
|
Series |
|
Award |
|
|
Grant Date |
|
|
Measurement |
|
Percentage of |
|
|
Shares Expected |
|
||||
|
Date of Grant |
|
Award |
|
Shares |
|
|
Fair Value |
|
|
Period Ending |
|
Vesting(1) |
|
|
to Vest |
|
||||
|
Fiscal Year 2015 Awards |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/26/2015 |
|
Series 1 |
|
|
21,173 |
|
|
$ |
25.85 |
|
|
7/31/2017 |
|
|
|
|
|
|
|
|
|
12/9/2014 |
|
Series 1 |
|
|
103,499 |
|
|
$ |
17.81 |
|
|
7/31/2017 |
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
124,672 |
|
|
|
|
|
|
|
|
|
154 |
% |
|
|
192,441 |
|
|
Fiscal Year 2014 Awards |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/25/2014 |
|
Series 1 |
|
|
127,315 |
|
|
$ |
14.88 |
|
|
7/31/2016 |
|
|
|
|
|
|
|
|
|
|
|
Forfeitures(2) |
|
|
(5,529 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
121,786 |
|
|
|
|
|
|
|
|
|
100 |
% |
|
|
121,786 |
|
|
Fiscal Year 2013 Awards |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/04/2012 |
|
Series 1 |
|
|
141,059 |
|
|
$ |
18.75 |
|
|
7/31/2015 |
|
|
|
|
|
|
|
|
|
|
|
Forfeitures(2) |
|
|
(87,409 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
53,650 |
|
|
|
|
|
|
|
|
|
0 |
% |
|
|
— |
|
|
|
|
(1) |
The percentage vesting for performance share awards is currently estimated at 154%, 100% and 0% of the target award for the fiscal year 2015, 2014 and 2013 awards, respectively. |
|
(2) |
Forfeitures include Series 1 awards that were granted in fiscal years 2014 and 2013 to certain employees that were forfeited at the termination of their employment. |
Series 1: For the fiscal year 2015, 2014 and 2013 awards, vesting is subject to performance requirements composed of certain objectives including average annual return on invested capital and annual compound growth rate in the Company’s diluted earnings per share. These objectives are measured quarterly using the Company’s budget, actual results and long-term projections. For each of the Series 1 awards, the expected percentage of vesting is evaluated through April 30, 2015, and reflects the percentage of shares projected to vest for the respective awards at the end of their measurement periods. For the fiscal year 2015 and 2014 awards, shares vested may increase to a maximum of 167% and 150%, respectively, of the target award on achievement of maximum performance objectives. For the fiscal year 2013 awards, the target award is equal to the maximum award.
Series 2: None outstanding.
Series 3: The table does not include certain performance-based awards to be granted to Christopher T. Fraser according to his employment agreement as of September 24, 2013. Awards to Mr. Fraser for fiscal year 2015 included (i) a performance-based Series 3 award for 10,000 shares of common stock (at maximum) having performance requirement related to debt payments during fiscal year 2015, and (ii) a performance-based Series 3 award for 4,000 shares of common stock having certain organizational objectives as a performance requirement, and in each case such awards vest and are measured over a one year period beginning August 1, 2014 and ending July 31, 2015. As of April 30, 2015, the Series 3 awards to Mr. Fraser are expected to vest at 100%.
The weighted-average per share grant-date fair value of target award shares for performance awards outstanding was $17.47 and $14.88 at April 30, 2015 and August 1, 2014, respectively.
The weighted-average per share grant-date fair value of the target award shares for performance-based awards granted during the nine months ended April 30, 2015 and 2014 was $18.92 and $14.88, respectively.
9
A summary of activity for time-based stock awards for the nine months ended April 30, 2015 is presented below:
|
|
|
Shares |
|
|
Weighted-Average Grant-Date Fair Value |
|
||
|
Non-vested on August 1, 2014 |
|
|
50,100 |
|
|
$ |
19.19 |
|
|
Granted (1) |
|
|
59,498 |
|
|
|
19.60 |
|
|
Vested(2) |
|
|
(29,222 |
) |
|
|
19.69 |
|
|
Non-vested on April 30, 2015 |
|
|
80,376 |
|
|
|
19.31 |
|
|
|
|
(1) |
Includes 3,000 shares granted to certain executives and employees which generally vest over one or two year service periods from the grant date or commencement of their employment, and 14,922 shares granted to non-employee directors for service during the nine month period ended April 30, 2015. Also includes 41,576 shares granted to certain executives and key personnel which vest over a service period of three years beginning on August 1, 2014. |
|
(2) |
Includes 14,922 shares granted to non-employee directors for service for the nine months ended April 30, 2015. The shares vest on the date of grant, and the Company recognizes compensation expense related to the awards over the respective service periods in accordance with GAAP. The vested amount includes 6,000 shares granted to Mr. Fraser and 8,300 shares granted to certain other executives of the Company. |
The total fair value of shares vested during the nine months ended April 30, 2015 and 2014 was approximately $575,000 and $1.6 million, respectively. The amount in the first nine months of fiscal year 2014 includes $1.1 million for shares granted to Mr. Fraser upon becoming President and CEO.
The weighted-average per share grant-date fair value of awards forfeited during the nine months ended April 30, 2015 and 2014 was $14.88 and $17.10, respectively.
7. Intangible Assets
Intangible assets are summarized as follows (in thousands):
|
|
|
Number of Years |
|
|
April 30, 2015 |
|
||||||||||||||
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
Foreign |
|
|
|
|
|
||
|
|
|
Average |
|
|
|
|
|
|
|
|
|
|
Currency |
|
|
|
|
|
||
|
|
|
Amortization |
|
|
Original |
|
|
Accumulated |
|
|
Translation |
|
|
Carrying |
|
|||||
|
|
|
Period |
|
|
Cost |
|
|
Amortization |
|
|
Adjustment |
|
|
Amount |
|
|||||
|
Intangible assets subject to amortization: (range of useful life): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Electronic chemicals-related contracts (5-8 years) |
|
|
6.6 |
|
|
$ |
2,204 |
|
|
$ |
(770 |
) |
|
$ |
(64 |
) |
|
$ |
1,370 |
|
|
Electronic chemicals-related trademarks and patents (10-15 years) |
|
|
12.0 |
|
|
|
117 |
|
|
|
(75 |
) |
|
|
(1 |
) |
|
|
41 |
|
|
Electronic chemicals-value of product qualifications (5-15 years) |
|
|
14.1 |
|
|
|
14,100 |
|
|
|
(3,394 |
) |
|
|
29 |
|
|
|
10,735 |
|
|
Total intangible assets subject to amortization |
|
|
13.1 |
|
|
$ |
16,421 |
|
|
$ |
(4,239 |
) |
|
$ |
(36 |
) |
|
$ |
12,146 |
|
|
Intangible assets not subject to amortization: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Penta product registrations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,765 |
|
|
Total intangible assets not subject to amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,765 |
|
|
Total intangible assets, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
20,911 |
|
10
|
|
Number of Years |
|
|
July 31, 2014 |
|
|||||||||||||||
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
Foreign |
|
|
|
|
|
||
|
|
|
Average |
|
|
|
|
|
|
|
|
|
|
Currency |
|
|
|
|
|
||
|
|
|
Amortization |
|
|
Original |
|
|
Accumulated |
|
|
Translation |
|
|
Carrying |
|
|||||
|
|
|
Period |
|
|
Cost |
|
|
Amortization |
|
|
Adjustment |
|
|
Amount |
|
|||||
|
Intangible assets subject to amortization: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Electronic chemicals-related contracts (5-8 years) |
|
|
6.6 |
|
|
$ |
2,204 |
|
|
$ |
(559 |
) |
|
$ |
79 |
|
|
$ |
1,724 |
|
|
Electronic chemicals-related trademarks and patents (10-15 years) |
|
|
12.0 |
|
|
|
117 |
|
|
|
(67 |
) |
|
|
— |
|
|
|
50 |
|
|
Electronic chemicals-value of product qualifications (5-15 years) |
|
|
14.1 |
|
|
|
14,100 |
|
|
|
(2,426 |
) |
|
|
801 |
|
|
|
12,475 |
|
|
Total intangible assets subject to amortization |
|
|
13.1 |
|
|
$ |
16,421 |
|
|
$ |
(3,052 |
) |
|
$ |
880 |
|
|
|
14,249 |
|
|
Intangible assets not subject to amortization: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Creosote product registrations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,339 |
|
|
Penta product registrations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,765 |
|
|
Total intangible assets not subject to amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,104 |
|
|
Total intangible assets, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
28,353 |
|
Intangible assets subject to amortization are amortized over their estimated useful lives. Amortization expense was approximately $372,000 and $403,000 for the three month periods ended April 30, 2015 and 2014, respectively, and $1.2 million and $1.4 million for the nine month periods ended April 30, 2015 and 2014, respectively.
8. Dividends
Dividends of approximately $350,000 ($0.03 per share) and $349,000 ($0.03 per share) were declared and paid in the third quarter of fiscal years 2015 and 2014, respectively. Dividends of approximately $1.1 million ($0.09 per share) and $1.0 million ($0.09 per share) were declared and paid in the first nine months of fiscal years 2015 and 2014, respectively. A dividend of $0.03 per share was approved by the Company’s board of directors on June 2, 2015 to be paid on June 26, 2015 to shareholders of record on June 15, 2015.
9. Segment Information
The Company has two reportable segments — electronic chemicals and wood treating chemicals.