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EX-32.2 - EX-32.2 - KMG CHEMICALS INCkmg-ex322_8.htm
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EX-10.2 - EX-10.2 - KMG CHEMICALS INCkmg-ex102_148.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 31, 2018

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)

 

 

Texas

 

75-2640529

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

 

300 Throckmorton Street,

Fort Worth, Texas

 

76102

(Address of principal executive offices)

 

(Zip Code)

(817)-761-6100

(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       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      No  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer

  

  

 

 

Accelerated filer

  

 

 

 

 

 

Non-accelerated filer

  

  

(Do not check if a smaller reporting company)

 

Smaller reporting company

  

 

 

 

 

 

 

 

 

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes       No  

As of March 5, 2018, there were 15,505,350 shares of the registrant’s common stock outstanding.

 

 

 

 


TABLE OF CONTENTS

 

PART I — FINANCIAL INFORMATION

3

 

ITEM 1. FINANCIAL STATEMENTS

3

 

CONDENSED CONSOLIDATED BALANCE SHEETS AS OF JANUARY 31, 2018 AND JULY 31, 2017

3

 

CONDENSED CONSOLIDATED STATEMENTS OF INCOME FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 2018 AND 2017

4

 

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 2018 AND 2017

5

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JANUARY 31, 2018 AND 2017

6

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

7

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

20

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

27

 

ITEM 4. CONTROLS AND PROCEDURES

27

 

PART II — OTHER INFORMATION

 

 

ITEM 1. LEGAL PROCEEDINGS

28

 

ITEM 1A. RISK FACTORS

28

 

ITEM 6. EXHIBITS

28

 

SIGNATURES

29

 

 

 

 

2


PART I — FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

KMG CHEMICALS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except for share and per share amounts)

 

 

January 31,

 

 

July 31,

 

 

 

2018

 

 

2017

 

 

 

(Unaudited)

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

21,966

 

 

$

20,708

 

Accounts receivable

 

 

 

 

 

 

 

 

Trade, net of allowances of $237 at January 31, 2018 and $263

   at July 31, 2017

 

 

54,339

 

 

 

51,168

 

Other

 

 

4,721

 

 

 

6,168

 

Inventories, net

 

 

49,534

 

 

 

46,482

 

Prepaid expenses and other

 

 

7,751

 

 

 

8,617

 

Total current assets

 

 

138,311

 

 

 

133,143

 

Property, plant and equipment, net

 

 

108,954

 

 

 

105,435

 

Goodwill

 

 

230,214

 

 

 

224,391

 

Intangible assets, net

 

 

307,528

 

 

 

320,401

 

Other assets, net

 

 

11,176

 

 

 

9,061

 

Total assets

 

$

796,183

 

 

$

792,431

 

Liabilities and stockholders’ equity

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Accounts payable

 

$

32,496

 

 

$

29,570

 

Accrued liabilities

 

 

10,686

 

 

 

12,456

 

Employee incentive accrual

 

 

3,679

 

 

 

7,713

 

Current portion of long-term debt

 

 

 

 

 

3,167

 

Total current liabilities

 

 

46,861

 

 

 

52,906

 

Long-term debt, net

 

 

337,048

 

 

 

523,102

 

Deferred tax liabilities

 

 

22,852

 

 

 

37,944

 

Other long-term liabilities

 

 

5,350

 

 

 

4,763

 

Total liabilities

 

 

412,111

 

 

 

618,715

 

Commitments and contingencies

 

 

 

 

 

 

 

 

Stockholders’ equity

 

 

 

 

 

 

 

 

Preferred stock, $0.01 par value, 10,000,000 shares authorized, none issued

 

 

 

 

 

 

Common stock, $0.01 par value, 40,000,000 shares authorized, 15,503,290 shares issued and outstanding at January 31, 2018 and 11,889,649 shares issued and outstanding at July 31, 2017

 

 

155

 

 

 

119

 

Additional paid-in capital

 

 

218,001

 

 

 

42,535

 

Accumulated other comprehensive loss

 

 

(5,222

)

 

 

(9,712

)

Retained earnings

 

 

171,138

 

 

 

140,774

 

Total stockholders’ equity

 

 

384,072

 

 

 

173,716

 

Total liabilities and stockholders’ equity

 

$

796,183

 

 

$

792,431

 

See accompanying notes to condensed consolidated financial statements.

 

 

 

 

3


KMG CHEMICALS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

(In thousands, except for per share amounts)

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

January 31,

 

 

January 31,

 

 

 

 

2018

 

 

 

2017

 

 

 

2018

 

 

 

2017

 

Net sales

 

$

113,851

 

 

$

79,071

 

 

$

224,515

 

 

$

155,566

 

Cost of sales

 

 

64,597

 

 

 

47,869

 

 

 

128,780

 

 

 

94,681

 

Gross profit

 

 

49,254

 

 

 

31,202

 

 

 

95,735

 

 

 

60,885

 

Distribution expenses

 

 

8,680

 

 

 

9,770

 

 

 

18,122

 

 

 

18,872

 

Selling, general and administrative expenses

 

 

14,999

 

 

 

11,867

 

 

 

28,338

 

 

 

23,233

 

Amortization of intangible assets

 

 

3,885

 

 

 

525

 

 

 

7,396

 

 

 

1,060

 

Restructuring charges

 

 

(40

)

 

 

 

 

 

69

 

 

 

 

Operating income

 

 

21,730

 

 

 

9,040

 

 

 

41,810

 

 

 

17,720

 

Other (expense) income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

(5,086

)

 

 

(172

)

 

 

(13,180

)

 

 

(349

)

Loss on the extinguishment of debt

 

 

(1,916

)

 

 

 

 

 

(6,091

)

 

 

 

Derivative fair value gain

 

 

3,024

 

 

 

 

 

 

3,873

 

 

 

 

Other, net

 

 

(596

)

 

 

(285

)

 

 

(777

)

 

 

(55

)

Total other expense, net

 

 

(4,574

)

 

 

(457

)

 

 

(16,175

)

 

 

(404

)

Income before income taxes

 

 

17,156

 

 

 

8,583

 

 

 

25,635

 

 

 

17,316

 

Provision for income taxes

 

 

8,181

 

 

 

(2,097

)

 

 

5,552

 

 

 

(5,089

)

Net income

 

$

25,337

 

 

$

6,486

 

 

$

31,187

 

 

$

12,227

 

Earnings per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per common share basic

 

$

1.64

 

 

$

0.55

 

 

$

2.24

 

 

$

1.03

 

Net income per common share diluted

 

$

1.59

 

 

$

0.53

 

 

$

2.18

 

 

$

1.00

 

Weighted average shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

15,495

 

 

 

11,882

 

 

 

13,923

 

 

 

11,881

 

Diluted

 

 

15,903

 

 

 

12,293

 

 

 

14,285

 

 

 

12,203

 

See accompanying notes to condensed consolidated financial statements.

 

 

 

 

4


KMG CHEMICALS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

(In thousands)

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

January 31,

 

 

January 31,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Net income

 

$

25,337

 

 

$

6,486

 

 

$

31,187

 

 

$

12,227

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation gain (loss)

 

 

5,112

 

 

 

(360

)

 

 

4,490

 

 

 

(2,671

)

Total comprehensive income

 

$

30,449

 

 

$

6,126

 

 

$

35,677

 

 

$

9,556

 

 

See accompanying notes to condensed consolidated financial statements.

 

 

 

 

5


KMG CHEMICALS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(In thousands)

 

 

Six Months Ended

 

 

 

January 31,

 

 

 

 

2018

 

 

 

2017

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

Net income

 

$

31,187

 

 

$

12,227

 

Adjustments to reconcile net income to net cash provided by operating activities

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

14,695

 

 

 

7,048

 

Loss on extinguishment of debt

 

 

6,091

 

 

 

 

Stock-based compensation expense

 

 

3,593

 

 

 

3,087

 

Amortization of debt discounts and financing costs included in interest expense

 

 

828

 

 

 

 

Debt repricing transaction costs

 

 

602

 

 

 

 

Deferred income tax benefit

 

 

(11,780

)

 

 

(821

)

Derivative fair value gain

 

 

(3,873

)

 

 

 

Other

 

 

(77

)

 

 

53

 

Changes in operating assets and liabilities

 

 

 

 

 

 

 

 

Accounts receivable — trade

 

 

(2,041

)

 

 

(2,585

)

Accounts receivable — other

 

 

1,554

 

 

 

1,846

 

Inventories

 

 

(2,272

)

 

 

1,002

 

Other current and noncurrent assets

 

 

442

 

 

 

(302

)

Accounts payable

 

 

2,579

 

 

 

951

 

Accrued liabilities and other

 

 

(5,293

)

 

 

(3,083

)

Net cash provided by operating activities

 

 

36,235

 

 

 

19,423

 

Cash flows from investing activities

 

 

 

 

 

 

 

 

Additions to property, plant and equipment

 

 

(9,030

)

 

 

(5,310

)

Other investing activities

 

 

(1,262

)

 

 

 

Proceeds — insurance claim

 

 

 

 

 

250

 

Net cash used in investing activities

 

 

(10,292

)

 

 

(5,060

)

Cash flows from financing activities

 

 

 

 

 

 

 

 

Proceeds from sale of common stock, net of issuance costs

 

 

175,669

 

 

 

 

Borrowings under credit facility

 

 

 

 

 

17,000

 

Payments under credit facility

 

 

 

 

 

(11,800

)

Principal payments on borrowings on term loan

 

 

(196,000

)

 

 

 

Debt repricing transaction costs

 

 

(602

)

 

 

 

Payment of dividends

 

 

(822

)

 

 

(709

)

Cash payments related to tax withholdings from stock-based awards

 

 

(3,729

)

 

 

(277

)

Net cash provided by (used in) financing activities

 

 

(25,484

)

 

 

4,214

 

Effect of exchange rate changes on cash

 

 

799

 

 

 

(418

)

Net increase in cash, cash equivalents and restricted cash

 

 

1,258

 

 

 

18,159

 

Cash, cash equivalents and restricted cash at beginning of period

 

 

20,708

 

 

 

13,428

 

Cash, cash equivalents and restricted cash at end of period

 

$

21,966

 

 

$

31,587

 

Supplemental disclosures of cash flow information

 

 

 

 

 

 

 

 

Cash paid for interest

 

$

11,856

 

 

$

244

 

Cash paid for income taxes, net

 

$

3,564

 

 

$

4,740

 

Supplemental disclosure of non-cash investing activities

 

 

 

 

 

 

 

 

Purchase of property, plant and equipment through accounts payable

 

$

280

 

 

$

206

 

 

See accompanying notes to condensed consolidated financial statements.

 

 

 

 

6


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Basis of Presentation

The condensed consolidated balance sheet as of July 31, 2017, 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. Certain reclassifications of prior year amounts have been made to conform to current year presentation. These reclassifications had no impact on net income or total stockholders’ equity as previously reported. 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, 2017.

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.

The following table provides a brief description of recent Accounting Standard Updates (“ASU”) issued by the Financial Accounting Standards Board (“FASB”):

Standard

 

Description

 

Effective Date

 

Effect on the Financial Statements or Other Significant Matters

In August 2017, the FASB issued ASU 2017-12, Targeted Improvements to Accounting for Hedging Activities.

 

The new guidance improves the financial reporting of hedging relationships to better portray the economic results of an entity's risk management activities in its financial statements through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results.

 

 

August 1, 2019. Early adoption is permitted.

 

The Company is currently evaluating the impact of adoption on its financial statements and related disclosures, but does not expect adoption will have a material impact as the Company does not currently utilize hedge accounting for derivative instruments.

In January 2017, the FASB issued ASU 2017-04, Intangibles: Goodwill and Other: Simplifying the Test for Goodwill Impairment.

 

The new guidance simplifies subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test.

 

August 1, 2020. Early adoption is permitted.

 

The Company adopted the new guidance as of August 1, 2017, as part of the FASB's simplification initiative. The adoption of the new guidance did not have a material impact to the Company.

 

In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments

 

The new guidance changes the impairment model for most financial assets and certain other instruments, including trade and other receivables, held-to-maturity debt securities and loans, and requires entities to use a new forward-looking expected loss model that will result in the earlier recognition of allowance for losses.

 

August 1, 2020. Early adoption is permitted.

 

The Company does not expect adoption will have a material impact on its financial statements and related disclosures.

 

7


In February 2016, the FASB issued ASU 2016-02, Leases.

 

The new guidance supersedes the lease guidance under FASB Accounting Standards Codification ("ASC") Topic 840, Leases, resulting in the creation of FASB ASC Topic 842, Leases. The guidance requires a lessee to recognize in the statement of financial position a liability to make lease payments and a right-of-use asset representing its right to use the underlying asset for the lease term for both finance and operating leases.

 

August 1, 2019. Early adoption is permitted.

 

The Company is currently evaluating its population of leases, and is continuing to assess all potential impacts of the standard, but currently believes the most significant impact relates to its accounting for manufacturing and logistics equipment, and real estate operating leases. The Company anticipates recognition of additional assets and corresponding liabilities related to leases upon adoption, but cannot quantify these at this time. The Company plans to adopt the standard effective August 1, 2019.

 

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. Since that date, the FASB has issued additional ASUs clarifying certain aspects of ASU 2014-09.

 

The new guidance requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The new guidance provides alternative methods of adoption. Subsequent guidance issued after May 2014 did not change the core principle of ASU 2014-09.

 

August 1, 2018.

 

The Company is currently reviewing its revenue contracts to assess the potential impact on its condensed consolidated financial statements. The Company plans to adopt the revenue guidance effective August 1, 2018, and expects to utilize the modified retrospective method of adoption.

 

2. Acquisitions

On June 15, 2017, the Company completed the acquisition of Flowchem Holdings LLC (“Flowchem”). The consideration paid on the closing date was the purchase price of $495.0 million plus $11.4 million for cash acquired. Based in Waller, Texas, Flowchem is a global provider of drag-reducing agents, related support services and equipment to midstream crude oil and refined fuel pipeline operators. To finance the acquisition the Company entered into a new credit agreement providing for a seven year syndicated term loan of $550.0 million. See Note 11 for further discussion of the Company’s credit agreement. The Company expensed transaction and acquisition-related costs of approximately $0.5 million in the six months ended January 31, 2018, which is included in selling, general and administrative expenses on the Company’s consolidated statement of income.

The Company has accounted for the purchase using the acquisition method of accounting for business combinations. Accordingly, the purchase price has been allocated to the underlying assets and liabilities in proportion to their respective fair values. The following table summarizes the acquired assets and assumed liabilities and the preliminary acquisition accounting for the fair value of the assets and liabilities recognized in the condensed consolidated balance sheet at January 31, 2018 (in thousands):

Cash

 

$

11,445

 

Accounts receivable

 

 

11,280

 

Inventory

 

 

9,310

 

Other assets

 

 

499

 

Property, plant and equipment, net

 

 

19,665

 

Intangible assets

 

 

 

 

Customer relationships

 

 

205,467

 

Trade names and trademark

 

 

32,353

 

Proprietary manufacturing process

 

 

39,323

 

Total assets

 

$

329,342

 

Current liabilities

 

 

3,132

 

Deferred tax liability

 

 

24,484

 

Net identifiable assets acquired

 

 

301,726

 

Goodwill

 

 

204,717

 

Fair value of net assets acquired

 

$

506,443

 

 

8


 

This purchase price allocation is preliminary and is pending the finalization of the valuation analysis. The fair value of the accounts receivable acquired was $11.3 million, equivalent to the amount the Company expects to be collected. The $204.7 million of goodwill was assigned to the performance materials segment, and the Company expects $155.9 million of goodwill to be tax deductible. The goodwill is primarily attributable to the assembled workforce of Flowchem and the allocation of proceeds in excess of the fair value of net identifiable assets acquired. Final accounting is incomplete for the state and local tax liability, deferred taxes and goodwill acquired June 15, 2017, as the Company has not yet finalized the detailed valuation analyses as of January 31, 2018.

During the fiscal quarter ended October 31, 2017, measurement period adjustments were made to the preliminary purchase price allocation recorded in the consolidated financial statements for the fiscal year ended July 31, 2017. The acquired intangible assets, deferred tax liabilities and goodwill were adjusted as a result of additional analyses performed on the estimates used in the calculation of the fair value of the assets acquired and liabilities assumed. The measurement period adjustments to the amortizable intangible assets resulted in an immaterial reduction in the amortization expense recognized in the Company’s condensed consolidated statements of income for the three months ended October 31, 2017, and a reduction in the estimated amortization expense going forward.

 

 

October 31, 2017

 

 

Measurement Period Adjustment

 

 

July 31, 2017

 

Customer relationships

 

$

205,467

 

 

$

(9,415

)

 

$

214,882

 

Trade names and trademark

 

 

32,353

 

 

 

3,402

 

 

 

28,951

 

Proprietary manufacturing process

 

 

39,323

 

 

 

78

 

 

 

39,245

 

Deferred tax liability

 

 

24,484

 

 

 

(562

)

 

 

25,046

 

Goodwill

 

 

204,717

 

 

 

5,371

 

 

 

199,346

 

 

On February 1, 2017, the Company completed the acquisition of the assets of Sealweld Corporation (“Sealweld”), a privately held corporation organized under the laws of the Province of Alberta, Canada, for CAD$22.3 million in cash (or approximately US$17.2 million, at an exchange rate of 0.77 CAD$ to US$ at February 1, 2017), which included CAD$5.5 million (or approximately US$4.2 million, at an exchange rate of 0.77 CAD$ to US$ at February 1, 2017) for estimated working capital. Sealweld is based in Calgary, Alberta, Canada, with additional facilities in the United States and the United Arab Emirates. Sealweld is a global supplier of high-performance products and services for industrial valve and actuator maintenance, including lubricants, sealants, cleaners, valve fittings, tools and equipment. Additionally, Sealweld provides routine and emergency valve maintenance services and technician training for many of the world’s largest pipeline operators. The Company completed the acquisition by borrowing $17.0 million on the revolving loan under its revolving credit facility. See Note 11 for further discussion of the Company’s revolving credit facility. Sealweld is included in the performance materials segment. The Company expensed transaction and acquisition-related costs of approximately fifty-six thousand dollars in the six months ended January 31, 2018, which is included in selling, general and administrative expenses on the Company’s condensed consolidated statement of income.

The following table summarizes the acquired assets and assumed liabilities and the final acquisition accounting for the fair value of the assets and liabilities recognized in the condensed consolidated balance sheet at January 31, 2018 (in thousands):

Cash

 

$

69

 

Accounts receivable

 

 

2,937

 

Inventory

 

 

2,350

 

Other assets

 

 

38

 

Property, plant and equipment, net

 

 

4,192

 

Intangible assets

 

 

 

Trade name/trademark

 

 

2,185

 

Non-compete agreements

 

 

2,254

 

Customer relationships

 

 

2,348

 

Total assets acquired

 

$

16,373

 

Current liabilities

 

 

1,272

 

Deferred taxes

 

 

681

 

Net identifiable assets acquired

 

 

14,420

 

Goodwill

 

 

2,771

 

Fair value of net assets acquired

 

$

17,191

 

This purchase price allocation is final. The fair value of the accounts receivable acquired was $2.9 million, equivalent to the contractual amount acquired. The Company expects all acquired accounts receivable to be collected. During the fiscal quarter ended

 

9


January 31, 2018, the Company recorded a measurement period adjustment of $0.1 million to the acquired current liabilities as a result of the identification of certain tax liabilities existing at the date of the acquisition. As a result of the measurement period adjustment, the Company increased goodwill from $2.7 million to $2.8 million. The goodwill was assigned to the performance materials segment, and the Company expects $0.1 million of goodwill to be tax deductible. The goodwill is primarily attributable to the assembled workforce of Sealweld.

3. Cash, Cash Equivalents and Restricted Cash

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the unaudited condensed consolidated balance sheets that sum to the total of the same amounts shown in the unaudited condensed consolidated statements of cash flows:

 

 

January 31,

 

 

January 31,

 

 

Current Presentation

 

2018

 

 

2017

 

 

Cash and cash equivalents

 

$

21,966

 

 

$

30,587

 

 

Restricted cash

 

 

 

 

 

1,000

 

 

Total cash, cash equivalents and restricted cash

 

$

21,966

 

 

$

31,587

 

 

The Company’s restricted cash includes cash balances which are legally or contractually restricted to use. The Company’s restricted cash was included in other long term assets as of January 31, 2017 and included proceeds that were placed in escrow in connection with the sale of the animal health business in fiscal year 2013. These proceeds were released from escrow in February 2017.

4. 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 408,000 and 362,000 dilutive shares related to stock-based awards for the three and six months ended January 31, 2018, respectively. There were approximately 412,000 and 321,000 dilutive shares related to stock-based awards for the three and six months ended January 31, 2017, respectively.

Outstanding stock-based awards are not included in the computation of diluted earnings per share under the treasury stock method if the effect of including them would be anti-dilutive. There were no potentially dilutive securities that were not included in the computation of diluted earnings per share for the three and six months ended January 31, 2018, respectively. All outstanding stock awards were dilutive for the three months ended January 31, 2017. There were 97,000 performance-based stock awards that were not included in the computation of diluted earnings per share because the performance metrics had not been met as of January 31, 2017. There were 5,580 potentially dilutive securities that were not included for the six months ended January 31, 2017.

On October 23, 2017, the Company completed an underwritten public offering of 3,450,000 shares of its common stock, including 450,000 shares issued pursuant to the underwriters’ exercise of their option to purchase additional shares, at a public offering price of $54 per share, resulting in estimated net proceeds of approximately $175.7 million after deducting underwriting commissions and estimated offering expenses.

5. Inventories, net

Inventories, net are summarized in the following table (in thousands):

 

 

January 31,

 

 

July 31,

 

 

 

2018

 

 

2017

 

Raw materials

 

$

10,879

 

 

$

9,124

 

Work in process

 

 

3,117

 

 

 

3,763

 

Supplies

 

 

933

 

 

 

884

 

Finished products

 

 

35,236

 

 

 

33,341

 

Less: reserve for inventory obsolescence

 

 

(631

)

 

 

(630

)

Inventories, net

 

$

49,534

 

 

$

46,482

 

 

 

10


6. Property, Plant and Equipment

Property, plant and equipment and related accumulated depreciation and amortization are summarized as follows (in thousands):

 

 

January 31,

 

 

July 31,

 

 

 

2018

 

 

2017

 

Land

 

$

13,128

 

 

$

12,632

 

Buildings and improvements

 

 

53,302

 

 

 

50,973

 

Equipment

 

 

113,725

 

 

 

106,379

 

Leasehold improvements

 

 

2,777

 

 

 

2,755

 

 

 

 

182,932

 

 

 

172,739

 

Less: accumulated depreciation and amortization

 

 

(85,354

)

 

 

(76,974

)

 

 

 

97,578

 

 

 

95,765

 

Construction-in-progress

 

 

11,376

 

 

 

9,670

 

Property, plant and equipment, net(1)

 

$

108,954

 

 

$

105,435

 

 

 

 

(1)

In fiscal year 2016, as part of the Company’s ongoing review of its Milan production facilities, the Company determined that certain other facilities had excess capacity sufficient to absorb the manufacturing operations of one of its Milan plants. As a result, the Company committed to sell properties with a total estimated fair value, less costs to sell, of approximately $4.3 million at July 31, 2016. Assets held for sale are included in prepaid expenses and other in current assets. The Company obtained an updated third party market analysis on the property and has increased marketing and advertising efforts to sell the property.

7. Stock-Based Compensation

The Company has stock-based incentive plans which are described in more detail in the consolidated financial statements in the Company’s Annual Report on Form 10-K for fiscal year 2017. The Company recognized stock-based compensation costs of approximately $2.0 million and $1.7 million for the three months ended January 31, 2018 and 2017, respectively, and $3.6 million and $3.1 million for the six months ended January 31, 2018 and 2017, respectively. The Company also recognized the related tax benefits of $0.6 million and $0.6 million for the three months ended January 31, 2018 and 2017, respectively, and $1.0 million and $1.1 million for the six months ended January 31, 2018 and 2017, respectively. Stock‑based compensation costs are recorded under selling, general and administrative expenses in the condensed consolidated statements of income.

As of January 31, 2018, the unrecognized compensation costs related to stock-based awards was approximately $10.1 million, which is expected to be recognized over a weighted-average period of 1.8 years.

 

11


Performance-Based Stock Awards

There were 472,773 and 373,698 non-vested performance-based restricted stock unit (“RSU”) awards outstanding at January 31, 2018 and August 1, 2017, respectively, which reflected the number of RSUs granted under outstanding awards that were expected to vest as of such dates. There were no performance-based RSU awards that vested during the six months ended January 31, 2018. As of January 31, 2018, the non-vested performance-based RSU awards consisted of Series 1, Series 3 and Series 4 awards granted to certain executives and employees in fiscal years 2018, 2017 and 2016 as summarized below reflecting the target number of RSUs under the awards. Upon vesting, each RSU is converted to one share of common stock.

 

 

 

 

Target

 

 

 

 

 

 

 

 

Expected

 

 

Shares

 

 

 

Series

 

Award

 

 

Grant Date

 

 

Measurement

 

Percentage of

 

 

Expected

 

Date of Grant

 

Award

 

Shares

 

 

Fair Value

 

 

Period Ending

 

Vesting(1)

 

 

to Vest

 

Fiscal Year 2018 Awards

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

      12/5/2017

 

Series 4, Tranche 1

 

 

27,541

 

 

$

54.09

 

 

7/31/2020

 

 

100

%

 

 

27,541

 

      12/5/2017

 

Series 4, Tranche 2

 

 

27,542

 

 

$

54.09

 

 

7/31/2020

 

 

172

%

 

 

47,371

 

      12/5/2017

 

Series 3

 

 

14,000

 

 

$

54.09

 

 

7/31/2018

 

 

100

%

 

 

14,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year 2017 Awards

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

      12/8/2016

 

Series 1

 

 

10,531

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Forfeitures(2)

 

 

(654

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Series 1

 

 

9,877

 

 

$

34.95

 

 

7/31/2019

 

 

184

%

 

 

18,210

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

      4/28/2017

 

Series 4, Tranche 1

 

 

4,545

 

 

$

52.55

 

 

7/31/2019

 

 

 

 

 

 

 

 

      10/21/2016

 

Series 4, Tranche 1

 

 

44,337

 

 

$

29.11

 

 

7/31/2019

 

 

 

 

 

 

 

 

 

 

Forfeitures(2)

 

 

(4,957

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Series 4, Tranche 1

 

 

43,925

 

 

 

 

 

 

 

 

 

100

%

 

 

43,925

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

      4/28/2017

 

Series 4, Tranche 2

 

 

4,546

 

 

$

52.55

 

 

7/31/2019

 

 

 

 

 

 

 

 

      10/21/2016

 

Series 4, Tranche 2

 

 

44,337

 

 

$

29.11

 

 

7/31/2019

 

 

 

 

 

 

 

 

 

 

Forfeitures(2)

 

 

(4,957

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Series 4, Tranche 2

 

 

43,926

 

 

 

 

 

 

 

 

 

184

%

 

 

80,986

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year 2016 Awards

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

      3/10/2016

 

Series 1

 

 

14,625

 

 

$

21.89

 

 

10/31/2018

 

 

 

 

 

 

 

 

1/29/2016

 

Series 1

 

 

57,163

 

 

$

21.80

 

 

10/31/2018

 

 

 

 

 

 

 

 

 

 

Forfeitures(2)

 

 

(12,983

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Series 1

 

 

58,805

 

 

 

 

 

 

 

 

 

196

%

 

 

115,503

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1/19/2016

 

Series 3

 

 

82,938

 

 

$

20.89

 

 

7/31/2020

 

 

151

%

 

 

125,236