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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE |
| SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended January 1, 2023 | | | | | | | | | | | |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE |
| SECURITIES EXCHANGE ACT OF 1934 |
Commission file number 0-7647 | | |
HAWKINS, INC. |
(Exact name of registrant as specified in its charter) |
| | | | | | | | |
Minnesota | | 41-0771293 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
| | | | | |
2381 Rosegate, Roseville, Minnesota | 55113 |
(Address of principal executive offices) | (Zip code) |
| | |
(612) 331-6910 |
(Registrant’s telephone number, including area code) |
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, par value $.01 per share | HWKN | Nasdaq Stock Market LLC |
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 every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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. | | | | | | | | | | | | | | | | | | | | | | | |
Large accelerated filer | ☒ | | | | | Accelerated filer | ☐ |
| | | | | | | |
Non-accelerated filer | ☐ | | | | | 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 ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| | | | | | | | |
CLASS | | Shares Outstanding at January 27, 2023 |
Common Stock, par value $.01 per share | | 21,052,277 |
HAWKINS, INC.
INDEX TO FORM 10-Q | | | | | | | | | | | |
| | Page | |
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PART I. | | | |
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Item 1. | | | |
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Item 2. | | | |
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Item 3. | | | |
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Item 4. | | | |
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PART II. | | | |
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Item 1. | | | |
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Item 1A. | | | |
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Item 2. | | | |
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Item 3. | | | |
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Item 4. | | | |
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Item 5. | | | |
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Item 6. | | | |
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
HAWKINS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(In thousands, except share data) | | | | | | | | | | | | | | |
| | January 1, 2023 | | April 3, 2022 |
ASSETS | | | | |
CURRENT ASSETS: | | | | |
Cash and cash equivalents | | $ | 6,146 | | | $ | 3,496 | |
Trade accounts receivables, net | | 125,471 | | | 122,826 | |
Inventories | | 101,581 | | | 94,985 | |
| | | | |
Prepaid expenses and other current assets | | 7,050 | | | 6,431 | |
Total current assets | | 240,248 | | | 227,738 | |
PROPERTY, PLANT, AND EQUIPMENT: | | 333,781 | | | 304,055 | |
Less accumulated depreciation | | 155,406 | | | 142,209 | |
Net property, plant, and equipment | | 178,375 | | | 161,846 | |
OTHER ASSETS: | | | | |
Right-of-use assets | | 10,551 | | | 10,606 | |
Goodwill | | 77,401 | | | 77,401 | |
Intangible assets, net of accumulated amortization | | 74,946 | | | 80,193 | |
Deferred compensation plan asset | | 6,987 | | | 6,783 | |
Other | | 5,496 | | | 2,761 | |
Total other assets | | 175,381 | | | 177,744 | |
Total assets | | $ | 594,004 | | | $ | 567,328 | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | |
CURRENT LIABILITIES: | | | | |
Accounts payable — trade | | $ | 50,573 | | | $ | 66,693 | |
Accrued payroll and employee benefits | | 16,320 | | | 19,034 | |
Income tax payable | | 1,801 | | | 39 | |
Current portion of long-term debt | | 9,913 | | | 9,913 | |
Short-term lease liability | | 1,689 | | | 1,657 | |
| | | | |
Other current liabilities | | 4,584 | | | 4,130 | |
Total current liabilities | | 84,880 | | | 101,466 | |
LONG-TERM DEBT, LESS CURRENT PORTION | | 120,710 | | | 115,644 | |
LONG-TERM LEASE LIABILITY | | 9,082 | | | 9,143 | |
PENSION WITHDRAWAL LIABILITY | | 4,004 | | | 4,276 | |
DEFERRED INCOME TAXES | | 24,297 | | | 23,422 | |
DEFERRED COMPENSATION LIABILITY | | 8,384 | | | 8,402 | |
OTHER LONG-TERM LIABILITIES | | 1,487 | | | 2,374 | |
Total liabilities | | 252,844 | | | 264,727 | |
COMMITMENTS AND CONTINGENCIES | | | | |
SHAREHOLDERS’ EQUITY: | | | | |
Common stock; authorized: 60,000,000 shares of $0.01 par value; 20,850,454 and 20,889,777 shares issued and outstanding as of January 1, 2023 and April 3, 2022, respectively | | 209 | | | 209 | |
Additional paid-in capital | | 43,388 | | | 46,717 | |
Retained earnings | | 293,969 | | | 254,384 | |
Accumulated other comprehensive income | | 3,594 | | | 1,291 | |
Total shareholders’ equity | | 341,160 | | | 302,601 | |
Total liabilities and shareholders’ equity | | $ | 594,004 | | | $ | 567,328 | |
See accompanying notes to condensed consolidated financial statements.
HAWKINS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(In thousands, except share and per-share data)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | Nine Months Ended |
| | January 1, 2023 | | December 26, 2021 | | January 1, 2023 | | December 26, 2021 |
Sales | | $ | 219,218 | | | $ | 187,050 | | | $ | 706,953 | | | $ | 551,568 | |
Cost of sales | | (182,947) | | | (153,110) | | | (577,559) | | | (441,367) | |
| | | | | | | | |
Gross profit | | 36,271 | | | 33,940 | | | 129,394 | | | 110,201 | |
Selling, general and administrative expenses | | (21,004) | | | (19,681) | | | (59,727) | | | (54,216) | |
Operating income | | 15,267 | | | 14,259 | | | 69,667 | | | 55,985 | |
Interest expense, net | | (1,546) | | | (317) | | | (3,858) | | | (995) | |
Other income (expense) | | 465 | | | 132 | | | (744) | | | 548 | |
Income before income taxes | | 14,186 | | | 14,074 | | | 65,065 | | | 55,538 | |
Income tax expense | | (3,453) | | | (3,870) | | | (16,637) | | | (14,573) | |
Net income | | $ | 10,733 | | | $ | 10,204 | | | $ | 48,428 | | | $ | 40,965 | |
| | | | | | | | |
Weighted average number of shares outstanding - basic | | 20,818,347 | | | 20,885,232 | | | 20,847,285 | | | 20,968,692 | |
Weighted average number of shares outstanding - diluted | | 20,974,264 | | | 21,054,603 | | | 21,004,849 | | | 21,142,515 | |
| | | | | | | | |
Basic earnings per share | | $ | 0.52 | | | $ | 0.49 | | | $ | 2.32 | | | $ | 1.95 | |
Diluted earnings per share | | $ | 0.51 | | | $ | 0.48 | | | $ | 2.31 | | | $ | 1.94 | |
| | | | | | | | |
Cash dividends declared per common share | | $ | 0.1400 | | | $ | 0.1300 | | | $ | 0.4200 | | | $ | 0.3825 | |
See accompanying notes to condensed consolidated financial statements.
HAWKINS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | Nine Months Ended |
| | January 1, 2023 | | December 26, 2021 | | January 1, 2023 | | December 26, 2021 |
Net income | | $ | 10,733 | | | $ | 10,204 | | | $ | 48,428 | | | $ | 40,965 | |
Other comprehensive income, net of tax: | | | | | | | | |
| | | | | | | | |
Unrealized (loss) gain on interest rate swap | | (139) | | | — | | | 2,303 | | | — | |
| | | | | | | | |
| | | | | | | | |
Total comprehensive income | | $ | 10,594 | | | $ | 10,204 | | | $ | 50,731 | | | $ | 40,965 | |
See accompanying notes to condensed consolidated financial statements.
HAWKINS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)
(In thousands, except share data) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Common Stock | | Additional Paid-in Capital | | Retained Earnings | | Accumulated Other Comprehensive Income (Loss) | | Total Shareholders’ Equity |
Shares | | Amount | |
BALANCE — April 3, 2022 | | 20,889,777 | | | $ | 209 | | | $ | 46,717 | | | $ | 254,384 | | | $ | 1,291 | | | $ | 302,601 | |
Cash dividends declared and paid ($0.14 per share) | | — | | | — | | | — | | | (2,958) | | | — | | | (2,958) | |
Share-based compensation expense | | — | | | — | | | 595 | | | — | | | — | | | 595 | |
Vesting of restricted stock | | 102,860 | | | 1 | | | (1) | | | — | | | — | | | — | |
Shares surrendered for payroll taxes | | (36,410) | | | — | | | (1,550) | | | — | | | — | | | (1,550) | |
ESPP shares issued | | 32,768 | | | — | | | 986 | | | — | | | — | | | 986 | |
Shares repurchased | | (181,657) | | | (2) | | | (6,555) | | | — | | | — | | | (6,557) | |
Other comprehensive income, net of tax | | — | | | — | | | — | | | — | | | 465 | | | 465 | |
Net income | | — | | | — | | | — | | | 19,695 | | | — | | | 19,695 | |
BALANCE — July 3, 2022 | | 20,807,338 | | | $ | 208 | | | $ | 40,192 | | | $ | 271,121 | | | $ | 1,756 | | | $ | 313,277 | |
Cash dividends declared and paid ($0.14 per share) | | — | | | — | | | — | | | (2,942) | | | — | | | (2,942) | |
Share-based compensation expense | | — | | | — | | | 1,085 | | | — | | | — | | | 1,085 | |
Vesting of restricted stock | | 10,287 | | | — | | | — | | | — | | | — | | | — | |
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ESPP shares issued | | — | | | — | | | 17 | | | — | | | — | | | 17 | |
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Other comprehensive income, net of tax | | — | | | — | | | — | | | — | | 1,977 | | | 1,977 | |
Net income | | — | | | — | | | — | | | 18,000 | | | — | | | 18,000 | |
BALANCE — October 2, 2022 | | 20,817,625 | | | $ | 208 | | | $ | 41,294 | | | $ | 286,179 | | | $ | 3,733 | | | $ | 331,414 | |
Cash dividends declared and paid ($0.14 per share) | | — | | | — | | | — | | | (2,943) | | | — | | | (2,943) | |
Share-based compensation expense | | — | | | — | | | 1,084 | | | — | | | — | | | 1,084 | |
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ESPP shares issued | | 32,829 | | | 1 | | | 1,010 | | | — | | | — | | | 1,011 | |
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Other comprehensive loss, net of tax | | — | | | — | | | — | | | — | | | (139) | | | (139) | |
Net income | | — | | | — | | | — | | | 10,733 | | | — | | | 10,733 | |
BALANCE — January 1, 2023 | | 20,850,454 | | | $ | 209 | | | $ | 43,388 | | | $ | 293,969 | | | $ | 3,594 | | | $ | 341,160 | |
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| | Common Stock | | Additional Paid-in Capital | | Retained Earnings | | Accumulated Other Comprehensive Income (Loss) | | Total Shareholders’ Equity |
Shares | | Amount | |
BALANCE — March 28, 2021 | | 20,969,746 | | | $ | 210 | | | $ | 51,138 | | | $ | 213,898 | | | $ | — | | | $ | 265,246 | |
Cash dividends declared and paid ($0.1225 per share) | | — | | | — | | | — | | | (2,600) | | | — | | | (2,600) | |
Share-based compensation expense | | — | | | — | | | 799 | | | — | | | — | | | 799 | |
Vesting of restricted stock | | 123,002 | | | 1 | | | (1) | | | — | | | — | | | — | |
Shares surrendered for payroll taxes | | (45,390) | | | — | | | (1,467) | | | — | | | — | | | (1,467) | |
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Shares repurchased | | (100,954) | | | (1) | | | (3,400) | | | — | | | — | | | (3,401) | |
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Net income | | — | | | — | | | — | | | 16,628 | | | — | | | 16,628 | |
BALANCE — June 27, 2021 | | 20,946,404 | | | $ | 210 | | | $ | 47,069 | | | $ | 227,926 | | | $ | — | | | $ | 275,205 | |
Cash dividends declared and paid ($0.13 per share) | | — | | | — | | | — | | | (2,756) | | | — | | | (2,756) | |
Share-based compensation expense | | — | | | — | | | 862 | | | — | | | — | | | 862 | |
Vesting of restricted stock | | 11,228 | | | — | | | — | | | — | | | — | | | — | |
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ESPP shares issued | | 40,300 | | | — | | | 889 | | | — | | | — | | | 889 | |
Shares repurchased | | (109,009) | | | (1) | | | (4,019) | | | — | | | — | | | (4,020) | |
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Net income | | — | | | — | | | — | | | 14,133 | | | — | | | 14,133 | |
BALANCE — September 26, 2021 | | 20,888,923 | | | $ | 209 | | | $ | 44,801 | | | $ | 239,303 | | | $ | — | | | $ | 284,313 | |
Cash dividends declared and paid ($0.13 per share) | | — | | | — | | | — | | | (2,745) | | | — | | | (2,745) | |
Share-based compensation expense | | — | | | — | | | 1,046 | | | — | | | — | | | 1,046 | |
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Shares repurchased | | (30,538) | | | — | | | (1,124) | | | — | | | — | | | (1,124) | |
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Net income | | — | | | — | | | — | | | 10,204 | | | $ | — | | | 10,204 | |
BALANCE — December 26, 2021 | | 20,858,385 | | | $ | 209 | | | $ | 44,723 | | | $ | 246,762 | | | $ | — | | | $ | 291,694 | |
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See accompanying notes to condensed consolidated financial statements.
HAWKINS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In thousands)
| | | | | | | | | | | | | | |
| | Nine Months Ended |
| | January 1, 2023 | | December 26, 2021 |
CASH FLOWS FROM OPERATING ACTIVITIES: | | | | |
Net income | | $ | 48,428 | | | $ | 40,965 | |
Reconciliation to cash flows: | | | | |
Depreciation and amortization | | 20,373 | | | 17,859 | |
Operating leases | | 1,442 | | | 1,416 | |
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Loss (Gain) on deferred compensation assets | | 744 | | | (548) | |
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Stock compensation expense | | 2,764 | | | 2,707 | |
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Other | | 225 | | | 379 | |
Changes in operating accounts providing (using) cash: | | | | |
Trade receivables | | (2,336) | | | (10,847) | |
Inventories | | (6,596) | | | (12,311) | |
Accounts payable | | (16,231) | | | 6,094 | |
Accrued liabilities | | (3,652) | | | (1,589) | |
Lease liabilities | | (1,453) | | | (1,431) | |
Income taxes | | 1,762 | | | (635) | |
Other | | (929) | | | (3,350) | |
Net cash provided by operating activities | | 44,541 | | | 38,709 | |
CASH FLOWS FROM INVESTING ACTIVITIES: | | | | |
Purchases of property, plant, and equipment | | (32,307) | | | (15,700) | |
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Acquisitions | | — | | | (2,575) | |
Other | | 352 | | | 230 | |
Net cash used in investing activities | | (31,955) | | | (18,045) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | |
Cash dividends declared and paid | | (8,843) | | | (8,101) | |
New shares issued | | 2,014 | | | 889 | |
Payroll taxes paid in exchange for shares withheld | | (1,550) | | | (1,467) | |
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Shares repurchased | | (6,557) | | | (8,545) | |
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Payments on revolving loan | | (40,000) | | | (15,000) | |
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Proceeds from revolving loan borrowings | | 45,000 | | | 32,000 | |
Net cash used in financing activities | | (9,936) | | | (224) | |
NET INCREASE IN CASH AND CASH EQUIVALENTS | | 2,650 | | | 20,440 | |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | | 3,496 | | | 2,998 | |
CASH AND CASH EQUIVALENTS, END OF PERIOD | | $ | 6,146 | | | $ | 23,438 | |
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SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | | | | |
Cash paid for income taxes | | $ | 14,847 | | | $ | 15,208 | |
Cash paid for interest | | $ | 3,345 | | | $ | 746 | |
Noncash investing activities - capital expenditures in accounts payable | | $ | 3,844 | | | $ | 1,018 | |
See accompanying notes to condensed consolidated financial statements.
HAWKINS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Note 1 – Summary of Significant Accounting Policies
Basis of Presentation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions for Form 10-Q and, accordingly, do not include all information and footnotes required by generally accepted accounting principles for complete financial statements. These financial statements should be read in conjunction with the consolidated financial statements and footnotes included in our Annual Report on Form 10-K for the fiscal year ended April 3, 2022, previously filed with the Securities and Exchange Commission (“SEC”). In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to present fairly our financial position and the results of our operations and cash flows for the periods presented. All adjustments made to the interim condensed consolidated financial statements were of a normal recurring nature. All significant intercompany accounts and transactions have been eliminated in consolidation. The results of operations for the nine months ended January 1, 2023 are not necessarily indicative of the results that may be expected for the full year. References to fiscal 2022 refer to the fiscal year ended April 3, 2022 and references to fiscal 2023 refer to the fiscal year ending April 2, 2023.
Use of Estimates. The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, particularly receivables, inventories, property, plant and equipment, right-of-use assets, goodwill, intangibles, accrued expenses, short-term and long-term lease liability, income taxes and related accounts and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Accounting Policies. The accounting policies we follow are set forth in Note 1 – Nature of Business and Significant Accounting Policies to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended April 3, 2022, previously filed with the SEC. There has been no significant change in our accounting policies since the end of fiscal 2022.
Note 2 — Acquisitions
Acquisition of NAPCO Chemical Company, Inc.: In the fourth quarter of fiscal 2022, we acquired substantially all the assets of NAPCO Chemical Company, Inc. ("NAPCO") for $19.0 million, under the terms of an asset purchase agreement with NAPCO and certain other parties thereto, to further the geographic reach of our Water Treatment segment. NAPCO manufactured and distributed water treatment chemicals from three locations in Texas. The results of operations since the acquisition date, and the assets, including the goodwill associated with this acquisition, are included in our Water Treatment segment. Costs associated with this transaction were not material and were expensed as incurred.
Acquisition of Water and Waste Specialties, Inc.: In the third quarter of fiscal 2022, we acquired substantially all the assets of Water and Waste Specialties, Inc. for $1.4 million, under the terms of a purchase agreement with Water and Waste Specialties and its shareholders. Water and Waste Specialties was a water treatment chemical distribution company operating primarily in Alabama. The results of operations since the acquisition date, and the assets, including the goodwill associated with this acquisition, are included in our Water Treatment segment. Costs associated with this transaction were not material and were expensed as incurred.
Acquisition of Southeast Water Systems LLC: In the second quarter of fiscal 2022, we acquired substantially all the assets of Southeast Water Systems LLC, under the terms of an asset purchase agreement with Southeast Water Systems and its shareholders. We paid $1.2 million at closing for the acquisition and may pay up to an additional $1.0 million over the next three years based on achieving certain goals. Southeast Water Systems supplied and installed water treatment chemical equipment to its customers located primarily in Alabama, southern Georgia and the Florida panhandle. The results of operations since the acquisition date, and the assets, including the goodwill associated with this acquisition, are included in our Water Treatment segment. Costs associated with this transaction were not material and were expensed as incurred.
Note 3 - Revenue
Our revenue arrangements generally consist of a single performance obligation to transfer promised goods or services. We disaggregate revenues from contracts with customers by operating segments as well as types of products sold. Reporting by operating segment is pertinent to understanding our revenues, as it aligns to how we review the financial performance of our operations. Types of products sold within each operating segment help us to further evaluate the financial performance of our segments. The following tables disaggregate external customer net sales by major revenue stream for the three and nine months ended January 1, 2023 and December 26, 2021:
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| Three months ended January 1, 2023 |
(In thousands) | Industrial | | Water Treatment | | Health and Nutrition | | Total |
Manufactured, blended or repackaged products (1) | $ | 91,658 | | | $ | 60,583 | | | $ | 11,935 | | | $ | 164,176 | |
Distributed specialty products (2) | — | | | — | | | 23,833 | | | 23,833 | |
Bulk products (3) | 20,364 | | | 6,649 | | | — | | | 27,013 | |
Other | 2,414 | | | 1,317 | | | 465 | | | 4,196 | |
Total external customer sales | $ | 114,436 | | | $ | 68,549 | | | $ | 36,233 | | | $ | 219,218 | |
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| Three months ended December 26, 2021 |
(In thousands) | Industrial | | Water Treatment | | Health and Nutrition | | Total |
Manufactured, blended or repackaged products (1) | $ | 82,905 | | | $ | 44,241 | | | $ | 7,750 | | | $ | 134,896 | |
Distributed specialty products (2) | — | | | — | | | 29,082 | | | 29,082 | |
Bulk products (3) | 15,659 | | | 4,689 | | | — | | | 20,348 | |
Other | 1,990 | | | 826 | | | (92) | | | 2,724 | |
Total external customer sales | $ | 100,554 | | | $ | 49,756 | | | $ | 36,740 | | | $ | 187,050 | |
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| Nine months ended January 1, 2023 |
(In thousands) | Industrial | | Water Treatment | | Health and Nutrition | | Total |
Manufactured, blended or repackaged products (1) | $ | 286,818 | | | $ | 208,112 | | | $ | 35,632 | | | $ | 530,562 | |
Distributed specialty products (2) | — | | | — | | | 83,599 | | | 83,599 | |
Bulk products (3) | 58,951 | | | 21,159 | | | — | | | 80,110 | |
Other | 7,316 | | | 4,256 | | | 1,110 | | | 12,682 | |
Total external customer sales | $ | 353,085 | | | $ | 233,527 | | | $ | 120,341 | | | $ | 706,953 | |
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| Nine months ended December 26, 2021 |
(In thousands) | Industrial | | Water Treatment | | Health and Nutrition | | Total |
Manufactured, blended or repackaged products (1) | $ | 223,621 | | | $ | 151,842 | | | $ | 23,684 | | | $ | 399,147 | |
Distributed specialty products (2) | — | | | — | | | 90,086 | | | 90,086 | |
Bulk products (3) | 41,165 | | | 14,484 | | | — | | | 55,649 | |
Other | 4,786 | | | 1,779 | | | 121 | | | 6,686 | |
Total external customer sales | $ | 269,572 | | | $ | 168,105 | | | $ | 113,891 | | | $ | 551,568 | |
(1)For our Industrial and Water Treatment segments, this line includes our non-bulk specialty products that we either manufacture, blend, repackage, resell in their original form, or direct ship to our customers in smaller quantities, and services we provide for our customers. For our Health and Nutrition segment, this line includes products manufactured, processed or repackaged in our facility and/or with our equipment.
(2)This line includes non-manufactured distributed specialty products in our Health and Nutrition segment, which may be sold out of one of our facilities or direct shipped to our customers.
(3)This line includes bulk products in our Industrial and Water Treatment segments that we do not modify in any way, but receive, store, and ship from our facilities, or direct ship to our customers in large quantities.
Note 4 – Earnings per Share
Basic earnings per share (“EPS”) is computed by dividing net earnings by the weighted-average number of common shares outstanding. Diluted EPS includes the dilutive impact of incremental shares assumed to be issued as performance units and restricted stock.
Basic and diluted EPS were calculated using the following: | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | Nine Months Ended |
| | January 01, 2023 | | December 26, 2021 | | January 01, 2023 | | December 26, 2021 |
Weighted-average common shares outstanding—basic | | 20,818,347 | | | 20,885,232 | | | 20,847,285 | | | 20,968,692 | |
Dilutive impact of performance units and restricted stock | | 155,917 | | | 169,371 | | | 157,564 | | | 173,823 | |
Weighted-average common shares outstanding—diluted | | 20,974,264 | | | 21,054,603 | | | 21,004,849 | | | 21,142,515 | |
For each of the periods presented, there were no shares excluded from the calculation of weighted-average common shares for diluted EPS.
Note 5 – Fair Value Measurements
Our financial assets and liabilities are measured at fair value at the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The carrying value of cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate fair value because of the short-term nature of these instruments. Because of the variable-rate nature of our debt under our credit facility, our debt also approximates fair value.
Assets and Liabilities Measured at Fair Value on a Recurring Basis. The fair value hierarchy requires the use of observable market data when available. In instances where inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability.
Our financial assets that are measured at fair value on a recurring basis are an interest rate swap and assets held in a deferred compensation retirement plan. Both of these assets are classified as long-term assets on our balance sheet, with the portion of the deferred compensation retirement plan assets expected to be paid within twelve months classified as current assets. The fair value of the interest rate swap is determined by the respective counterparties based on interest rate changes. Interest rate swaps are valued based on observable interest rate yield curves for similar instruments. The deferred compensation plan assets relate to contributions made to a non-qualified compensation plan on behalf of certain employees who are classified as “highly compensated employees” as determined by IRS guidelines. The assets are part of a rabbi trust and the funds are held in mutual funds. The fair value of the deferred compensation is based on the quoted market prices for the mutual funds at the end of the period.
The following tables summarize the balances of assets and liabilities measured at fair value on a recurring basis as of January 1, 2023 and April 3, 2022.
0 | | | | | | | | | | | | | | | | | | | | |
(In thousands) | | | | January 1, 2023 | | April 3, 2022 |
Assets | | | | | | |
Deferred compensation plan assets | | Level 1 | | $ | 7,551 | | | $ | 7,038 | |
Interest rate swap | | Level 2 | | $ | 4,924 | | | $ | 1,769 | |
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Note 6 – Inventories
Inventories at January 1, 2023 and April 3, 2022 consisted of the following: | | | | | | | | | | | | | | |
| | January 1, 2023 | | April 3, 2022 |
(In thousands) | | |
Inventory (FIFO basis) | | $ | 135,618 | | | $ | 116,325 | |
LIFO reserve | | (34,037) | | | (21,340) | |
Net inventory | | $ | 101,581 | | | $ | 94,985 | |
The first in, first out (“FIFO”) value of inventories accounted for under the last in, first out (“LIFO”) method was $104.7 million at January 1, 2023 and $83.7 million at April 3, 2022. The remainder of the inventory was valued and accounted for under the FIFO method.
Note 7 – Goodwill and Intangible Assets
The carrying amount of goodwill was $77.4 million as of January 1, 2023 and April 3, 2022, of which $44.9 million was related to our Health and Nutrition segment, $26.0 million was related to our Water Treatment segment, and $6.5 million was related to our Industrial segment.
A summary of our intangible assets as of January 1, 2023 and April 3, 2022 is as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | January 1, 2023 | | April 3, 2022 |
(In thousands) | | Gross Amount | | Accumulated Amortization | | Net | | Gross Amount | | Accumulated Amortization | | Net |
Finite-life intangible assets | | | | | | | | | | | | |
Customer relationships | | $ | 109,644 | | | $ | (37,128) | | | $ | 72,516 | | | $ | 109,644 | | | $ | (32,399) | | | $ | 77,245 | |
Trademarks and trade names | | 6,370 | | | (5,167) | | | 1,203 | | | 6,370 | | | (4,746) | | | 1,624 | |
Other finite-life intangible assets | | 3,904 | | | (3,904) | | | — | | | 3,904 | | | (3,807) | | | 97 | |
Total finite-life intangible assets | | 119,918 | | | (46,199) | | | 73,719 | | | 119,918 | | | (40,952) | | | 78,966 | |
Indefinite-life intangible assets | | 1,227 | | | — | | | 1,227 | | | 1,227 | | | — | | | 1,227 | |
Total intangible assets | | $ | 121,145 | | | $ | (46,199) | | | $ | 74,946 | | | $ | 121,145 | | | $ | (40,952) | | | $ | 80,193 | |
Note 8 – Debt
Debt at January 1, 2023 and April 3, 2022 consisted of the following: | | | | | | | | | | | | | | | | |
| | January 1, 2023 | | April 3, 2022 | | |
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(In thousands) | | | | | | |
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Senior secured revolving loan | | $ | 131,000 | | | $ | 126,000 | | | |
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Less: unamortized debt issuance costs | | (377) | | | (443) | | | |
Total debt, net of debt issuance costs | | 130,623 | | | 125,557 | | | |
Less: current portion of long-term debt | | (9,913) | | | (9,913) | | | |
Total long-term debt | | $ | 120,710 | | | $ | 115,644 | | | |
We were in compliance with all covenants of our credit agreement as of January 1, 2023.
Note 9 – Income Taxes
We are subject to U.S. federal income tax as well as income tax of multiple state jurisdictions. The tax years prior to our fiscal year ended March 31, 2019 are closed to examination by the Internal Revenue Service, and with few exceptions, state and local income tax jurisdictions. Our effective income tax rate was 26% for both the nine months ended January 1, 2023 and the nine months ended December 26, 2021. The effective tax rate is impacted by projected levels of annual taxable income, permanent items, and state taxes.
Note 10 – Leases
Lease Obligations. As of January 1, 2023, we were obligated under operating lease agreements for certain manufacturing facilities, warehouse space, the land on which some of our facilities sit, vehicles and information technology equipment. Our leases have remaining original lease terms of 1 year to 22 years, some of which include options to extend the lease for up to 10 years.
As of January 1, 2023, our operating lease components with initial or remaining terms in excess of one year were classified on the condensed consolidated balance sheet within right of use assets, short-term lease liability and long-term lease liability.
Expense for leases less than 12 months was not material for the three and nine months ended January 1, 2023 and December 26, 2021. Total lease expense was $0.8 million for the three months ended January 1, 2023 and $0.7 million for the three months ended December 26, 2021, and was $2.4 million for the nine months ended January 1, 2023 and $2.1 million for the nine months ended December 26, 2021.
Other information related to our operating leases was as follows: | | | | | | | | | | | |
| | January 1, 2023 | April 3, 2022 |
Lease Term and Discount Rate | | | |
Weighted average remaining lease term (years) | | 8.02 | 8.91 |
Weighted average discount rate | | 2.8 | % | 2.6 | % |
Maturities of lease liabilities as of January 1, 2023 were as follows: | | | | | | | | | |
(In thousands) | | Operating Leases | |
Remaining fiscal 2023 | | $ | 475 | | |
Fiscal 2024 | | 1,850 | | |
Fiscal 2025 | | 1,742 | | |
Fiscal 2026 | | 1,598 | | |
Fiscal 2027 | | 1,340 | | |
Thereafter | | 5,145 | | |
Total | | $ | 12,150 | | |
Less: Interest | | (1,379) | | |
Present value of lease liabilities | | $ | 10,771 | | |
Note 11 – Share-Based Compensation
Performance-Based Restricted Stock Units. Our Board of Directors (the “Board”) approved a performance-based equity compensation arrangement for our executive officers during the first quarters of each of fiscal 2023 and fiscal 2022. These performance-based arrangements provide for the grant of performance-based restricted stock units that represent a possible future issuance of restricted shares of our common stock based on a pre-tax income target for the applicable fiscal year. The actual number of restricted shares to be issued to each executive officer is determined when our final financial information becomes available after the applicable fiscal year and will be between zero shares and 76,863 shares in the aggregate for fiscal 2023. The restricted shares issued, if any, will fully vest approximately two years after the last day of the fiscal year on which the performance is based. We are recording the compensation expense for the outstanding performance share units and the converted restricted stock over the life of the awards.
The following table represents the restricted stock activity for the nine months ended January 1, 2023: | | | | | | | | | | | | | | |
| | Shares | | Weighted- Average Grant Date Fair Value |
Unvested at beginning of period | | 214,478 | | | $ | 25.48 | |
Granted | | 88,524 | | | 38.31 | |
Vested | | (102,860) | | | 18.69 | |
Forfeited or expired | | (10,884) | | | 34.68 | |
Unvested at end of period | | 189,258 | | | $ | 34.64 | |
We recorded compensation expense for both the three months ended January 1, 2023 and December 26, 2021 related to performance share units and restricted stock of $0.8 million. We recorded compensation expense for both the nine months ended January 1, 2023 and December 26, 2021 related to performance share units and restricted stock of $2.0 million. Substantially all of the compensation expense was recorded in selling, general and administrative expenses in the condensed consolidated statements of income.