|
|
|
|
Form 10-K
|
||
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
|
||
SECURITIES EXCHANGE ACT OF 1934
|
||
For the Fiscal Year Ended April 1, 2018
|
||
Commission File No. 0-7647
|
||
|
|
|
|
|
|
Minnesota
|
|
41-0771293
|
(State of Incorporation)
|
|
(I.R.S. Employer
Identification No.)
|
2381 Rosegate, Roseville, Minnesota
|
|
55113
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
|
|
|
|
|
Securities registered pursuant to Section 12(b) of the Act:
|
|
Common Stock, par value $.05 per share
|
||
Name of exchange on which registered:
|
|
Nasdaq Stock Market LLC
|
||
Securities registered pursuant to Section 12(g) of the Act:
|
|
None
|
||
|
|
|
|
|
Large accelerated filer
|
¨
|
|
Non-accelerated filer
|
¨
|
|
Accelerated filer
|
þ
|
|
Smaller reporting company
|
o
|
|
|
|
|
|
|
|
|
|
Emerging growth company
|
o
|
|
|
|
|
|
|
|
|
|
Page
|
PART I
|
||
ITEM 1.
|
||
ITEM 1A.
|
||
ITEM 1B.
|
||
ITEM 2.
|
||
ITEM 3.
|
||
ITEM 4.
|
||
PART II
|
||
ITEM 5.
|
||
ITEM 6.
|
||
ITEM 7.
|
||
ITEM 7A.
|
||
ITEM 8.
|
||
ITEM 9.
|
||
ITEM 9A.
|
||
ITEM 9B.
|
||
PART III
|
||
ITEM 10.
|
||
ITEM 11.
|
||
ITEM 12.
|
||
ITEM 13.
|
||
ITEM 14.
|
||
PART IV
|
||
ITEM 15.
|
||
ITEM 16.
|
•
|
Receives, stores and distributes various chemicals in bulk quantities, including liquid caustic soda, sulfuric acid, hydrochloric acid, urea, phosphoric acid, aqua ammonia and potassium hydroxide;
|
•
|
Manufactures sodium hypochlorite (bleach), agricultural products and certain food-grade products, including liquid phosphates, lactates and other blended products;
|
•
|
Repackages water treatment chemicals for our Water Treatment Group and bulk industrial chemicals to sell in smaller quantities to our customers;
|
•
|
Performs custom blending of chemicals according to customer formulas and specifications; and
|
•
|
Performs contract and private label bleach packaging.
|
•
|
requirements for the reformulation of certain or all products to meet new standards,
|
•
|
the recall or discontinuance of certain or all products,
|
•
|
additional record-keeping requirements,
|
•
|
expanded documentation of the properties of certain or all products,
|
•
|
expanded or different labeling,
|
•
|
adverse event tracking and reporting, and
|
•
|
additional scientific substantiation.
|
|
Group
|
Location
|
|
Approx.
Square Feet
|
|
Industrial
|
Camanche, IA
|
|
95,000
|
|
|
Centralia, IL (1)
|
|
77,000
|
|
|
Dupo, IL (2)
|
|
64,000
|
|
|
St. Paul, MN (3)
|
|
32,000
|
|
|
Rosemount, MN (4)
|
|
63,000
|
|
|
St Louis, MO
|
|
6,000
|
|
Water Treatment
|
Ft. Smith, AR (5)
|
|
17,000
|
|
|
Apopka, FL
|
|
32,100
|
|
|
Big Pine Key, FL (5)
|
|
4,200
|
|
|
Hollywood, FL
|
|
5,400
|
|
|
LaBelle, FL
|
|
8,200
|
|
|
Thomasville, GA (5)
|
|
35,800
|
|
|
Brooker, FL
|
|
4,640
|
|
|
Tarrytown, FL
|
|
6,500
|
|
|
Swainsboro, GA
|
|
57,000
|
|
|
Eldridge, IA
|
|
6,000
|
|
|
Slater, IA
|
|
12,000
|
|
|
Centralia, IL
|
|
39,000
|
|
|
Havana, IL
|
|
16,000
|
|
|
Peotone, IL (5)
|
|
18,000
|
|
|
Muncie, IN
|
|
12,000
|
|
|
Garnett, KS
|
|
18,000
|
|
|
Frankfort, KY
|
|
20,000
|
|
|
Columbia, MO (5)
|
|
14,000
|
|
|
Billings, MT
|
|
9,000
|
|
|
Fargo, ND
|
|
20,000
|
|
|
Washburn, ND
|
|
14,000
|
|
|
Lincoln, NE (5)
|
|
16,000
|
|
|
Tulsa, OK
|
|
7,300
|
|
|
Sioux Falls, SD
|
|
27,000
|
|
|
Rapid City, SD
|
|
9,000
|
|
|
Fond du Lac, WI
|
|
24,000
|
|
|
Superior, WI
|
|
17,000
|
|
Industrial and Water Treatment
|
St. Paul, MN (6)
|
|
59,000
|
|
|
Memphis, TN
|
|
41,000
|
|
Health and Nutrition
|
Fullerton, CA (7)
|
|
55,800
|
|
|
Florida, NY (8)
|
|
107,000
|
(1)
|
This facility includes 10 acres of land located in Centralia, Illinois owned by the Company. The facility includes manufacturing capacity and primarily serves our food-grade products and agriculture businesses.
|
(2)
|
The land for this manufacturing and packaging facility is leased from a third party, with the lease expiring in May 2023.
|
(3)
|
Our terminal operations, located at two sites on opposite sides of the Mississippi River, are made up of three buildings, outside storage tanks for the storage of liquid bulk chemicals, including caustic soda, as well as numerous smaller tanks for storing and mixing chemicals. The land is leased from the Port Authority of the City of St. Paul, Minnesota. One of the applicable leases runs through 2028, while the other one runs through 2034.
|
(4)
|
This facility includes 28 acres of land owned by the Company. This manufacturing facility was constructed by us and has outside storage tanks for the storage of bulk chemicals, as well as numerous smaller tanks for storing and mixing chemicals.
|
(5)
|
This facility is leased from a third party and is warehouse space.
|
(6)
|
Our Red Rock facility, which consists of a 59,000 square-foot building located on approximately 10 acres of land, has outside storage capacity for liquid bulk chemicals, as well as numerous smaller tanks for storing and mixing chemicals. The land is leased from the Port Authority of the City of St. Paul, Minnesota and the lease runs until 2029.
|
(7)
|
This is a leased facility comprising administrative offices and a distribution facility. The lease runs through January 2021.
|
(8)
|
This is comprised of a 79,000 square foot manufacturing plant which sits on approximately 16 acres, as well as a leased 28,000 square foot warehouse located in close proximity.
|
|
|
Quarterly Stock Prices
|
|
Cash Dividends
|
||||||||||||
|
|
High
|
|
Low
|
|
Declared
|
|
Paid
|
||||||||
Fiscal 2018
|
|
|
|
|
|
|
|
|
||||||||
4
th
Quarter
|
|
$
|
38.00
|
|
|
$
|
31.95
|
|
|
$
|
0.44
|
|
|
—
|
|
|
3
rd
Quarter
|
|
42.60
|
|
|
34.20
|
|
|
—
|
|
|
$
|
0.44
|
|
|||
2
nd
Quarter
|
|
47.90
|
|
|
35.15
|
|
|
$
|
0.44
|
|
|
—
|
|
|||
1
st
Quarter
|
|
53.50
|
|
|
43.10
|
|
|
—
|
|
|
$
|
0.42
|
|
|||
Fiscal 2017
|
|
|
|
|
|
|
|
|
||||||||
4th Quarter
|
|
$
|
54.80
|
|
|
$
|
46.55
|
|
|
$
|
0.42
|
|
|
—
|
|
|
3rd Quarter
|
|
54.50
|
|
|
38.60
|
|
|
—
|
|
|
$
|
0.42
|
|
|||
2nd Quarter
|
|
45.50
|
|
|
40.62
|
|
|
$
|
0.42
|
|
|
—
|
|
|||
1st Quarter
|
|
45.65
|
|
|
35.44
|
|
|
—
|
|
|
$
|
0.40
|
|
|
|
Fiscal Year
|
|||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
||||||||||
|
|
(In thousands, except per share data)
|
|||||||||||||||||||
Sales
|
|
$
|
504,169
|
|
|
$
|
483,593
|
|
|
$
|
413,976
|
|
|
$
|
364,023
|
|
|
$
|
348,263
|
|
|
Gross profit
|
|
86,760
|
|
|
98,073
|
|
|
80,257
|
|
|
65,791
|
|
|
61,600
|
|
|
|||||
Net (loss) income
(1)
|
|
(9,177
|
)
|
|
22,555
|
|
|
18,143
|
|
|
19,214
|
|
|
18,094
|
|
|
|||||
Basic (loss) earnings per common share
(1)
|
|
(0.87
|
)
|
|
2.14
|
|
|
1.72
|
|
|
1.82
|
|
|
1.72
|
|
|
|||||
Diluted (loss) earnings per common share
(1)
|
|
(0.86
|
)
|
|
2.13
|
|
|
1.72
|
|
|
1.81
|
|
|
1.71
|
|
|
|||||
Cash dividends declared per common share
|
|
0.88
|
|
|
0.84
|
|
|
0.80
|
|
|
0.76
|
|
|
0.72
|
|
|
|||||
Cash dividends paid per common share
|
|
0.86
|
|
|
0.82
|
|
|
0.78
|
|
|
0.74
|
|
|
0.70
|
|
|
|||||
Total assets
|
|
$
|
390,991
|
|
|
$
|
418,584
|
|
|
$
|
436,491
|
|
|
$
|
248,462
|
|
|
$
|
237,193
|
|
|
•
|
Sales of
$504.2 million
, a
4.3%
increase
from fiscal
2017
;
|
•
|
Gross profit of
$86.8 million
, a
decrease
of
$11.3 million
, or 11.5% from fiscal
2017
;
|
•
|
Selling, general and administrative (“SG&A”) expenses held flat year over year, and down 50 basis points as a percentage of sales from fiscal 2017;
|
•
|
Goodwill impairment charge of $39.1 million; and
|
•
|
Net cash provided by operating activities of
$27.3 million
as compared to $44.9 million for fiscal 2017.
|
|
|
Fiscal 2018
|
|
Fiscal 2017
|
|
Fiscal 2016
|
|||
Sales
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of sales
|
|
(82.8
|
)%
|
|
(79.7
|
)%
|
|
(80.6
|
)%
|
Gross profit
|
|
17.2
|
%
|
|
20.3
|
%
|
|
19.4
|
%
|
Selling, general and administrative expenses
|
|
(11.8
|
)%
|
|
(12.3
|
)%
|
|
(11.9
|
)%
|
Goodwill impairment
|
|
(7.8
|
)%
|
|
—
|
%
|
|
—
|
%
|
Operating (loss) income
|
|
(2.3
|
)%
|
|
8.0
|
%
|
|
7.5
|
%
|
Interest (expense) income, net
|
|
(0.7
|
)%
|
|
(0.5
|
)%
|
|
(0.2
|
)%
|
(Loss) income before income taxes
|
|
(3.0
|
)%
|
|
7.5
|
%
|
|
7.3
|
%
|
Income tax provision
|
|
1.2
|
%
|
|
(2.8
|
)%
|
|
(3.0
|
)%
|
Net (loss) income
|
|
(1.8
|
)%
|
|
4.7
|
%
|
|
4.4
|
%
|
|
|
Payments Due by Fiscal Period
|
||||||||||||||||||||||||||
Contractual Obligation
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
More than
5 Years
|
|
Total
|
||||||||||||||
|
|
(In thousands)
|
||||||||||||||||||||||||||
Senior secured term loan (1)
|
|
$
|
10,000
|
|
|
$
|
10,000
|
|
|
$
|
65,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
85,000
|
|
Senior secured revolver (2)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16,000
|
|
Interest payments (3)
|
|
$
|
3,388
|
|
|
$
|
3,050
|
|
|
$
|
1,784
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,222
|
|
Operating lease obligations
|
|
$
|
2,699
|
|
|
$
|
2,493
|
|
|
$
|
2,058
|
|
|
$
|
1,127
|
|
|
$
|
564
|
|
|
$
|
2,434
|
|
|
$
|
11,375
|
|
Pension withdrawal liability (4)
|
|
$
|
467
|
|
|
$
|
467
|
|
|
$
|
467
|
|
|
$
|
467
|
|
|
$
|
467
|
|
|
$
|
4,906
|
|
|
$
|
7,241
|
|
(1)
|
Represents principal payments only. See Note 7 of our consolidated Financial Statements for further information.
|
(2)
|
Represents balance outstanding as of
April 1, 2018
, and assumes such amount remains outstanding until its maturity date. See Note 7 of our consolidated Financial Statements for further information.
|
(4)
|
This relates to our withdrawal from a multiemployer pension plan. Payments on this obligation began in the fiscal year ended March 30, 2014 and will continue through 2034.
|
|
|
April 1, 2018
|
|
April 2, 2017
|
||||
ASSETS
|
|
|
|
|
||||
CURRENT ASSETS:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
4,990
|
|
|
$
|
6,861
|
|
Trade receivables less allowance for doubtful accounts of $942 for 2018 and $468 for 2017
|
|
63,507
|
|
|
57,298
|
|
||
Inventories
|
|
59,736
|
|
|
51,249
|
|
||
Income taxes receivable
|
|
2,643
|
|
|
1,273
|
|
||
Prepaid expenses and other current assets
|
|
4,106
|
|
|
4,238
|
|
||
Total current assets
|
|
134,982
|
|
|
120,919
|
|
||
PROPERTY, PLANT, AND EQUIPMENT:
|
|
|
|
|
||||
Land
|
|
9,540
|
|
|
9,097
|
|
||
Buildings and improvements
|
|
96,105
|
|
|
89,840
|
|
||
Machinery and equipment
|
|
89,324
|
|
|
82,910
|
|
||
Transportation equipment
|
|
26,790
|
|
|
24,398
|
|
||
Office furniture and equipment including computer systems
|
|
16,406
|
|
|
15,273
|
|
||
|
|
238,165
|
|
|
221,518
|
|
||
Less accumulated depreciation
|
|
114,339
|
|
|
99,978
|
|
||
Net property, plant, and equipment
|
|
123,826
|
|
|
121,540
|
|
||
OTHER ASSETS:
|
|
|
|
|
||||
Goodwill
|
|
58,440
|
|
|
97,556
|
|
||
Intangible assets, net
|
|
71,179
|
|
|
76,883
|
|
||
Other
|
|
2,564
|
|
|
1,686
|
|
||
Total other assets
|
|
132,183
|
|
|
176,125
|
|
||
Total assets
|
|
$
|
390,991
|
|
|
$
|
418,584
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
||||
CURRENT LIABILITIES:
|
|
|
|
|
||||
Accounts payable — trade
|
|
$
|
33,424
|
|
|
$
|
29,756
|
|
Dividends payable
|
|
4,704
|
|
|
4,466
|
|
||
Accrued payroll and employee benefits
|
|
8,399
|
|
|
9,979
|
|
||
Current portion of long-term debt
|
|
9,864
|
|
|
7,989
|
|
||
Due to sellers of acquired business
|
|
—
|
|
|
341
|
|
||
Container deposits
|
|
1,241
|
|
|
1,174
|
|
||
Other current liabilities
|
|
2,935
|
|
|
1,967
|
|
||
Total current liabilities
|
|
60,567
|
|
|
55,672
|
|
||
LONG-TERM DEBT, LESS CURRENT PORTION
|
|
90,762
|
|
|
94,626
|
|
||
PENSION WITHDRAWAL LIABILITY
|
|
5,646
|
|
|
5,968
|
|
||
OTHER LONG-TERM LIABILITIES
|
|
4,386
|
|
|
2,450
|
|
||
DEFERRED INCOME TAXES
|
|
27,383
|
|
|
42,040
|
|
||
Total liabilities
|
|
188,744
|
|
|
200,756
|
|
||
COMMITMENTS AND CONTINGENCIES
|
|
—
|
|
|
—
|
|
||
SHAREHOLDERS’ EQUITY:
|
|
|
|
|
||||
Common stock; authorized: 30,000,000 shares of $0.05 par value; 10,631,992 and 10,582,596 shares issued and outstanding for 2018 and 2017, respectively
|
|
532
|
|
|
529
|
|
||
Additional paid-in capital
|
|
53,877
|
|
|
51,104
|
|
||
Retained earnings
|
|
147,242
|
|
|
165,897
|
|
||
Accumulated other comprehensive income
|
|
596
|
|
|
298
|
|
||
Total shareholders’ equity
|
|
202,247
|
|
|
217,828
|
|
||
Total liabilities and shareholders’ equity
|
|
$
|
390,991
|
|
|
$
|
418,584
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
April 1, 2018
|
|
April 2, 2017
|
|
April 3, 2016
|
||||||
Sales
|
|
$
|
504,169
|
|
|
$
|
483,593
|
|
|
$
|
413,976
|
|
Cost of sales
|
|
(417,409
|
)
|
|
(385,520
|
)
|
|
(333,719
|
)
|
|||
Gross profit
|
|
86,760
|
|
|
98,073
|
|
|
80,257
|
|
|||
Selling, general and administrative expenses
|
|
(59,403
|
)
|
|
(59,381
|
)
|
|
(49,086
|
)
|
|||
Goodwill impairment
|
|
(39,116
|
)
|
|
—
|
|
|
—
|
|
|||
Operating (loss) income
|
|
(11,759
|
)
|
|
38,692
|
|
|
31,171
|
|
|||
Interest expense, net
|
|
(3,317
|
)
|
|
(2,644
|
)
|
|
(805
|
)
|
|||
(Loss) income before income taxes
|
|
(15,076
|
)
|
|
36,048
|
|
|
30,366
|
|
|||
Income tax (expense) benefit
|
|
5,899
|
|
|
(13,493
|
)
|
|
(12,223
|
)
|
|||
Net (loss) income
|
|
$
|
(9,177
|
)
|
|
$
|
22,555
|
|
|
$
|
18,143
|
|
|
|
|
|
|
|
|
||||||
Weighted average number of shares outstanding-basic
|
|
10,607,422
|
|
|
10,536,347
|
|
|
10,524,730
|
|
|||
Weighted average number of shares outstanding-diluted
|
|
10,643,719
|
|
|
10,596,110
|
|
|
10,578,042
|
|
|||
|
|
|
|
|
|
|
||||||
Basic (loss) earnings per share
|
|
$
|
(0.87
|
)
|
|
$
|
2.14
|
|
|
$
|
1.72
|
|
Diluted (loss) earnings per share
|
|
$
|
(0.86
|
)
|
|
$
|
2.13
|
|
|
$
|
1.72
|
|
|
|
|
|
|
|
|
||||||
Cash dividends declared per common share
|
|
$
|
0.88
|
|
|
$
|
0.84
|
|
|
$
|
0.80
|
|
|
Fiscal Year Ended
|
||||||||||
|
April 1, 2018
|
|
|
April 2, 2017
|
|
|
April 3, 2016
|
|
|||
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
(9,177
|
)
|
|
$
|
22,555
|
|
|
$
|
18,143
|
|
Other comprehensive income, net of tax:
|
|
|
|
|
|
||||||
Unrealized gain on available-for-sale investments
|
—
|
|
|
—
|
|
|
25
|
|
|||
Unrealized gain on interest rate swap
|
296
|
|
|
301
|
|
|
—
|
|
|||
Unrealized gain on post-retirement liability
|
2
|
|
|
2
|
|
|
2
|
|
|||
Total other comprehensive income
|
298
|
|
|
303
|
|
|
27
|
|
|||
Total comprehensive (loss) income
|
$
|
(8,879
|
)
|
|
$
|
22,858
|
|
|
$
|
18,170
|
|
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total
Shareholders’
Equity
|
|||||||||||||
Shares
|
|
Amount
|
|
||||||||||||||||||||
BALANCE — March 29, 2015
|
|
10,564,949
|
|
|
$
|
528
|
|
|
$
|
50,901
|
|
|
$
|
142,567
|
|
|
$
|
(32
|
)
|
|
$
|
193,964
|
|
Cash dividends declared
|
|
|
|
|
|
|
|
(8,445
|
)
|
|
|
|
(8,445
|
)
|
|||||||||
Share-based compensation expense
|
|
|
|
|
|
1,706
|
|
|
|
|
|
|
1,706
|
|
|||||||||
Tax benefit on share-based compensation plans
|
|
|
|
|
|
(1
|
)
|
|
|
|
|
|
(1
|
)
|
|||||||||
Vesting of restricted stock
|
|
60,658
|
|
|
3
|
|
|
(3
|
)
|
|
|
|
|
|
—
|
|
|||||||
Shares surrendered for payroll taxes
|
|
(18,834
|
)
|
|
(1
|
)
|
|
(698
|
)
|
|
|
|
|
|
(699
|
)
|
|||||||
ESPP shares issued
|
|
33,550
|
|
|
2
|
|
|
1,079
|
|
|
|
|
|
|
1,081
|
|
|||||||
Shares repurchased
|
|
(127,852
|
)
|
|
(6
|
)
|
|
(4,795
|
)
|
|
|
|
|
|
(4,801
|
)
|
|||||||
Other comprehensive income, net of tax
|
|
|
|
|
|
|
|
|
|
27
|
|
|
27
|
|
|||||||||
Net income
|
|
|
|
|
|
|
|
18,143
|
|
|
|
|
18,143
|
|
|||||||||
BALANCE — April 3, 2016
|
|
10,512,471
|
|
|
$
|
526
|
|
|
$
|
48,189
|
|
|
$
|
152,265
|
|
|
$
|
(5
|
)
|
|
$
|
200,975
|
|
Cash dividends declared
|
|
|
|
|
|
|
|
(8,923
|
)
|
|
|
|
(8,923
|
)
|
|||||||||
Share-based compensation expense
|
|
|
|
|
|
2,127
|
|
|
|
|
|
|
2,127
|
|
|||||||||
Tax benefit on share-based compensation plans
|
|
|
|
|
|
131
|
|
|
|
|
|
|
131
|
|
|||||||||
Vesting of restricted stock
|
|
44,113
|
|
|
2
|
|
|
(2
|
)
|
|
|
|
|
|
—
|
|
|||||||
Shares surrendered for payroll taxes
|
|
(12,974
|
)
|
|
(1
|
)
|
|
(630
|
)
|
|
|
|
|
|
(631
|
)
|
|||||||
ESPP shares issued
|
|
38,986
|
|
|
2
|
|
|
1,289
|
|
|
|
|
|
|
1,291
|
|
|||||||
Other comprehensive income, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
303
|
|
|
303
|
|
||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
22,555
|
|
|
|
|
22,555
|
|
||||||
BALANCE — April 2, 2017
|
|
10,582,596
|
|
|
$
|
529
|
|
|
$
|
51,104
|
|
|
$
|
165,897
|
|
|
$
|
298
|
|
|
$
|
217,828
|
|
Cash dividends declared
|
|
|
|
|
|
|
|
(9,400
|
)
|
|
|
|
(9,400
|
)
|
|||||||||
Share-based compensation expense
|
|
|
|
|
|
1,371
|
|
|
|
|
|
|
1,371
|
|
|||||||||
Vesting of restricted stock
|
|
8,092
|
|
|
1
|
|
|
(1
|
)
|
|
|
|
|
|
—
|
|
|||||||
ESPP shares issued
|
|
41,304
|
|
|
2
|
|
|
1,403
|
|
|
|
|
|
|
1,405
|
|
|||||||
Other comprehensive income, net of tax
|
|
|
|
|
|
|
|
|
|
|
(78
|
)
|
|
298
|
|
|
220
|
|
|||||
Net loss
|
|
|
|
|
|
|
|
|
|
|
(9,177
|
)
|
|
|
|
(9,177
|
)
|
||||||
BALANCE — April 1, 2018
|
|
10,631,992
|
|
|
$
|
532
|
|
|
$
|
53,877
|
|
|
$
|
147,242
|
|
|
$
|
596
|
|
|
$
|
202,247
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
April 1, 2018
|
|
April 2, 2017
|
|
April 3, 2016
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Net (loss) income
|
|
$
|
(9,177
|
)
|
|
$
|
22,555
|
|
|
$
|
18,143
|
|
Reconciliation to cash flows:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
22,390
|
|
|
20,875
|
|
|
15,511
|
|
|||
Amortization of debt issuance costs
|
|
136
|
|
|
136
|
|
|
34
|
|
|||
Gain on deferred compensation assets
|
|
(92
|
)
|
|
—
|
|
|
—
|
|
|||
Loss on disposal of investments
|
|
—
|
|
|
—
|
|
|
104
|
|
|||
Goodwill Impairment
|
|
39,116
|
|
|
—
|
|
|
—
|
|
|||
Deferred income taxes
|
|
(14,757
|
)
|
|
(525
|
)
|
|
1,103
|
|
|||
Share-based compensation expense
|
|
1,371
|
|
|
2,127
|
|
|
1,706
|
|
|||
(Gain) loss from property disposals
|
|
(46
|
)
|
|
322
|
|
|
(33
|
)
|
|||
Changes in operating accounts (using) providing cash, net of effects of acquisition:
|
|
|
|
|
|
|
||||||
Trade receivables
|
|
(6,164
|
)
|
|
2,259
|
|
|
(2,950
|
)
|
|||
Inventories
|
|
(8,487
|
)
|
|
(3,529
|
)
|
|
(322
|
)
|
|||
Accounts payable
|
|
4,157
|
|
|
562
|
|
|
3,831
|
|
|||
Accrued liabilities
|
|
1,674
|
|
|
(416
|
)
|
|
242
|
|
|||
Income taxes
|
|
(1,711
|
)
|
|
569
|
|
|
(701
|
)
|
|||
Other
|
|
(1,061
|
)
|
|
(80
|
)
|
|
(335
|
)
|
|||
Net cash provided by operating activities
|
|
27,349
|
|
|
44,855
|
|
|
36,333
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Additions to property, plant, and equipment
|
|
(19,703
|
)
|
|
(21,616
|
)
|
|
(24,183
|
)
|
|||
Purchases of investments
|
|
—
|
|
|
—
|
|
|
(6,091
|
)
|
|||
Sale and maturities of investments
|
|
—
|
|
|
—
|
|
|
37,763
|
|
|||
Proceeds from property disposals
|
|
364
|
|
|
324
|
|
|
358
|
|
|||
Acquisitions, net of cash acquired
|
|
—
|
|
|
(2,199
|
)
|
|
(159,199
|
)
|
|||
Net cash used in investing activities
|
|
(19,339
|
)
|
|
(23,491
|
)
|
|
(151,352
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Cash dividends paid
|
|
(9,161
|
)
|
|
(8,683
|
)
|
|
(8,257
|
)
|
|||
New shares issued
|
|
1,405
|
|
|
1,291
|
|
|
1,081
|
|
|||
Excess tax benefit from share-based compensation
|
|
—
|
|
|
131
|
|
|
(1
|
)
|
|||
Shares surrendered for payroll taxes
|
|
—
|
|
|
(631
|
)
|
|
(699
|
)
|
|||
Shares repurchased
|
|
—
|
|
|
—
|
|
|
(4,801
|
)
|
|||
Payments on senior secured term loan
|
|
(8,125
|
)
|
|
(5,625
|
)
|
|
(1,250
|
)
|
|||
Payments on senior secured revolving credit facility
|
|
(21,000
|
)
|
|
(21,000
|
)
|
|
—
|
|
|||
Payments for debt issuance costs
|
|
—
|
|
|
—
|
|
|
(679
|
)
|
|||
Proceeds from long-term borrowings
|
|
—
|
|
|
—
|
|
|
100,000
|
|
|||
Proceeds from revolver borrowings
|
|
27,000
|
|
|
—
|
|
|
31,000
|
|
|||
Net cash (used in) provided by financing activities
|
|
(9,881
|
)
|
|
(34,517
|
)
|
|
116,394
|
|
|||
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
|
|
(1,871
|
)
|
|
(13,153
|
)
|
|
1,375
|
|
|||
CASH AND CASH EQUIVALENTS - beginning of year
|
|
6,861
|
|
|
20,014
|
|
|
18,639
|
|
|||
CASH AND CASH EQUIVALENTS - end of year
|
|
$
|
4,990
|
|
|
$
|
6,861
|
|
|
$
|
20,014
|
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION-
|
|
|
|
|
|
|
||||||
Cash paid during the year for income taxes
|
|
$
|
10,232
|
|
|
$
|
13,421
|
|
|
$
|
11,811
|
|
Cash paid for interest
|
|
3,025
|
|
|
2,341
|
|
|
702
|
|
|||
Noncash investing activities - Capital expenditures in accounts payable
|
|
468
|
|
|
958
|
|
|
1,884
|
|
|||
Acquisition consideration accrued but not paid
|
|
—
|
|
|
—
|
|
|
2,200
|
|
|
|
April 1, 2018
|
|
April 2, 2017
|
|
April 3, 2016
|
|||
Weighted average common shares outstanding — basic
|
|
10,607,422
|
|
|
10,536,347
|
|
|
10,524,730
|
|
Dilutive impact of stock performance units and restricted stock
|
|
36,297
|
|
|
59,763
|
|
|
53,312
|
|
Weighted average common shares outstanding — diluted
|
|
10,643,719
|
|
|
10,596,110
|
|
|
10,578,042
|
|
(In thousands)
|
|
Amount
|
||
Cash and cash equivalents (a)
|
|
$
|
1,502
|
|
Trade receivables
|
|
16,023
|
|
|
Inventories
|
|
10,207
|
|
|
Other assets
|
|
900
|
|
|
Property, plant, and equipment
|
|
10,989
|
|
|
Intangible assets
|
|
71,459
|
|
|
Accounts payable
|
|
(5,398
|
)
|
|
Accrued expenses and other current liabilities (a)
|
|
(2,925
|
)
|
|
Deferred income taxes
|
|
(28,565
|
)
|
|
Other non-current liabilities
|
|
(77
|
)
|
|
Net assets acquired
|
|
74,115
|
|
|
Goodwill
|
|
84,061
|
|
|
Total preliminary purchase price
|
|
158,176
|
|
|
Less acquired cash
|
|
(1,502
|
)
|
|
Preliminary purchase price, net of cash acquired
|
|
$
|
156,674
|
|
|
Fiscal year ended April 3, 2016
|
||||||||||
(In thousands, except per share data)
|
As reported
|
|
Pro Forma Stauber Adjustments
|
|
Combined Pro Forma Results
|
||||||
Pro forma net sales
|
$
|
413,976
|
|
|
$
|
87,691
|
|
|
$
|
501,667
|
|
Pro forma net income
|
18,143
|
|
|
4,809
|
|
|
22,952
|
|
|||
|
|
|
|
|
|
||||||
Pro forma basic earnings per share
|
$
|
1.72
|
|
|
$
|
0.46
|
|
|
$
|
2.18
|
|
Pro forma diluted earnings per share
|
$
|
1.72
|
|
|
$
|
0.45
|
|
|
$
|
2.17
|
|
|
|
|
Level 1:
|
|
Quoted prices in active markets for identical assets or liabilities.
|
Level 2:
|
|
Quoted prices in active markets for similar assets or liabilities, or quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable or can be corroborated by observable market data for the asset or liability.
|
Level 3:
|
|
Unobservable inputs for the asset or liability that are supported by little or no market activity. These fair values are determined using pricing models for which the assumptions utilize management’s estimates or market participant assumptions.
|
|
|
April 1, 2018
|
|
|||||||||
(In thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|||||
Interest rate swap
|
|
—
|
|
|
$
|
819
|
|
|
—
|
|
|
|
Deferred compensation plan assets
|
|
$
|
1,392
|
|
|
—
|
|
|
—
|
|
|
|
|
April 2, 2017
|
|
||||||||
(In thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
||||
Interest rate swap
|
|
—
|
|
|
$
|
502
|
|
|
—
|
|
|
Deferred compensation plan assets
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
2018
|
|
2017
|
||||
(In thousands)
|
|
|
|
|
||||
Inventory (FIFO basis)
|
|
$
|
65,322
|
|
|
$
|
52,735
|
|
LIFO reserve
|
|
(5,586
|
)
|
|
(1,486
|
)
|
||
Net inventory
|
|
$
|
59,736
|
|
|
$
|
51,249
|
|
(In thousands)
|
Industrial
|
Water Treatment
|
Health and Nutrition
|
Total
|
||||||||
Balance as of April 3, 2016
|
$
|
6,495
|
|
$
|
7,000
|
|
$
|
84,229
|
|
$
|
97,724
|
|
Final purchase price adjustment for prior-year acquisition
|
—
|
|
—
|
|
(168
|
)
|
(168
|
)
|
||||
Balance as of April 2, 2017
|
6,495
|
|
7,000
|
|
84,061
|
|
97,556
|
|
||||
Impairment
|
—
|
|
—
|
|
(39,116
|
)
|
(39,116
|
)
|
||||
Balance as of April 1, 2018
|
$
|
6,495
|
|
$
|
7,000
|
|
$
|
44,945
|
|
$
|
58,440
|
|
|
|
|
|
|
|
|
2018
|
||||||||||
|
|
Gross Amount
|
|
Accumulated
Amortization
|
|
Net carrying value
|
||||||
(In thousands)
|
|
|
|
|
|
|
||||||
Finite-life intangible assets:
|
|
|
|
|
|
|
||||||
Customer relationships
|
|
$
|
78,383
|
|
|
$
|
(12,419
|
)
|
|
$
|
65,964
|
|
Trademarks and trade names
|
|
6,045
|
|
|
(2,490
|
)
|
|
3,555
|
|
|||
Other finite-life intangible assets
|
|
3,648
|
|
|
(3,215
|
)
|
|
433
|
|
|||
Total finite-life intangible assets
|
|
88,076
|
|
|
(18,124
|
)
|
|
69,952
|
|
|||
Indefinite-life intangible assets
|
|
1,227
|
|
|
—
|
|
|
1,227
|
|
|||
Total intangible assets, net
|
|
$
|
89,303
|
|
|
$
|
(18,124
|
)
|
|
$
|
71,179
|
|
|
|
2017
|
||||||||||
|
|
Gross Amount
|
|
Accumulated
Amortization
|
|
Net carrying value
|
||||||
(In thousands)
|
|
|
|
|
|
|
||||||
Finite-life intangible assets:
|
|
|
|
|
|
|
||||||
Customer relationships
|
|
$
|
78,383
|
|
|
$
|
(7,854
|
)
|
|
$
|
70,529
|
|
Trademarks and trade names
|
|
6,045
|
|
|
(1,790
|
)
|
|
4,255
|
|
|||
Other finite-life intangible assets
|
|
3,648
|
|
|
(2,776
|
)
|
|
872
|
|
|||
Total finite-life intangible assets
|
|
88,076
|
|
|
(12,420
|
)
|
|
75,656
|
|
|||
Indefinite-life intangible assets
|
|
1,227
|
|
|
—
|
|
|
1,227
|
|
|||
Total intangible assets, net
|
|
$
|
89,303
|
|
|
$
|
(12,420
|
)
|
|
$
|
76,883
|
|
(In thousands)
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
||||||||||
Estimated amortization expense
|
|
$
|
5,454
|
|
|
$
|
5,073
|
|
|
$
|
5,028
|
|
|
$
|
4,891
|
|
|
$
|
4,891
|
|
(In thousands)
|
|
April 1, 2018
|
|
April 2, 2017
|
||||
Senior secured term loan
|
|
$
|
85,000
|
|
|
$
|
93,125
|
|
Senior secured revolver
|
|
16,000
|
|
|
10,000
|
|
||
Total debt
|
|
101,000
|
|
|
103,125
|
|
||
Less: unamortized debt issuance costs
|
|
(374
|
)
|
|
(510
|
)
|
||
Total debt, net of debt issuance costs
|
|
100,626
|
|
|
102,615
|
|
||
Less: current portion of long-term debt, net of current unamortized debt issuance costs
|
|
(9,864
|
)
|
|
(7,989
|
)
|
||
Total long-term debt
|
|
$
|
90,762
|
|
|
$
|
94,626
|
|
|
|
Shares
|
|
Weighted-
Average Grant
Date Fair Value
|
|||
Outstanding at beginning of fiscal 2017
|
|
37,309
|
|
|
$
|
40.89
|
|
Granted
|
|
28,853
|
|
|
43.10
|
|
|
Vested
|
|
(37,309
|
)
|
|
40.89
|
|
|
Forfeited or expired
|
|
—
|
|
|
—
|
|
|
Outstanding at end of fiscal 2017
|
|
28,853
|
|
|
$
|
43.10
|
|
Granted
|
|
35,075
|
|
|
47.50
|
|
|
Vested
|
|
—
|
|
|
—
|
|
|
Forfeited or expired
|
|
(12,785
|
)
|
|
46.02
|
|
|
Outstanding at end of fiscal 2018
|
|
51,143
|
|
|
$
|
45.39
|
|
|
|
Shares
|
|
Weighted-
Average Grant
Date Fair Value
|
|||
Outstanding at beginning of fiscal 2017
|
|
6,804
|
|
|
$
|
36.00
|
|
Granted
|
|
8,092
|
|
|
43.24
|
|
|
Vested
|
|
(6,804
|
)
|
|
36.00
|
|
|
Forfeited or expired
|
|
—
|
|
|
—
|
|
|
Outstanding at end of fiscal 2017
|
|
8,092
|
|
|
$
|
43.24
|
|
Granted
|
|
8,484
|
|
|
41.25
|
|
|
Vested
|
|
(8,092
|
)
|
|
43.24
|
|
|
Forfeited or expired
|
|
—
|
|
|
—
|
|
|
Outstanding at end of fiscal 2018
|
|
8,484
|
|
|
$
|
41.25
|
|
(In thousands)
|
|
2018
|
|
2017
|
|
2016
|
|
||||||
Non-bargaining unit employee plans:
|
|
|
|
|
|
|
|
||||||
Profit sharing
|
|
$
|
779
|
|
|
$
|
741
|
|
|
$
|
1,393
|
|
|
401(k) matching contributions
|
|
2,143
|
|
|
1,996
|
|
|
1,586
|
|
|
|||
ESOP
|
|
779
|
|
|
741
|
|
|
1,393
|
|
|
|||
Nonqualified deferred compensation plan
|
|
1,258
|
|
|
1,383
|
|
|
—
|
|
|
|||
Bargaining unit employee plans
|
|
496
|
|
|
509
|
|
|
444
|
|
|
|||
ESPP - all employees
|
|
364
|
|
|
364
|
|
|
274
|
|
|
|||
Total contribution expense
|
|
$
|
5,819
|
|
|
$
|
5,734
|
|
|
$
|
5,090
|
|
|
(In thousands)
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
||||||||||||
Minimum lease payment
|
|
$
|
2,699
|
|
|
$
|
2,493
|
|
|
$
|
2,058
|
|
|
$
|
1,127
|
|
|
$
|
564
|
|
|
$
|
2,434
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
(In thousands)
|
|
|
|
|
|
|
||||||
Minimum rentals
|
|
$
|
2,959
|
|
|
$
|
3,283
|
|
|
$
|
2,890
|
|
Contingent rentals
|
|
26
|
|
|
28
|
|
|
21
|
|
|||
Total rental expense
|
|
$
|
2,985
|
|
|
$
|
3,311
|
|
|
$
|
2,911
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
(In thousands)
|
|
|
|
|
|
|
||||||
Federal — current
|
|
$
|
7,024
|
|
|
$
|
11,472
|
|
|
$
|
8,761
|
|
State — current
|
|
1,834
|
|
|
2,546
|
|
|
2,238
|
|
|||
Total current
|
|
8,858
|
|
|
14,018
|
|
|
10,999
|
|
|||
|
|
|
|
|
|
|
||||||
Federal — deferred
|
|
(14,393
|
)
|
|
(431
|
)
|
|
1,027
|
|
|||
State — deferred
|
|
(364
|
)
|
|
(94
|
)
|
|
197
|
|
|||
Total deferred
|
|
(14,757
|
)
|
|
(525
|
)
|
|
1,224
|
|
|||
Total provision
|
|
$
|
(5,899
|
)
|
|
$
|
13,493
|
|
|
$
|
12,223
|
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Statutory federal income tax
|
|
31.5
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income taxes, net of federal deduction
|
|
(8.3
|
)%
|
|
4.8
|
%
|
|
5.0
|
%
|
ESOP dividend deduction on allocated shares
|
|
1.4
|
%
|
|
(0.7
|
)%
|
|
(0.7
|
)%
|
Domestic production deduction
|
|
2.7
|
%
|
|
(1.5
|
)%
|
|
(1.5
|
)%
|
Goodwill impairment
|
|
(81.7
|
)%
|
|
—
|
%
|
|
—
|
%
|
Revaluation of net deferred tax liabilities
|
|
92.5
|
%
|
|
—
|
%
|
|
—
|
%
|
Non-deductible acquisition costs
|
|
—
|
%
|
|
—
|
%
|
|
1.6
|
%
|
Assessment related to state tax audit
|
|
—
|
%
|
|
—
|
%
|
|
0.6
|
%
|
Other — net
|
|
1.0
|
%
|
|
(0.2
|
)%
|
|
0.2
|
%
|
Total
|
|
39.1
|
%
|
|
37.4
|
%
|
|
40.2
|
%
|
(In thousands)
|
|
2018
|
|
2017
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Trade receivables
|
|
$
|
254
|
|
|
$
|
187
|
|
Stock compensation accruals
|
|
593
|
|
|
616
|
|
||
Pension withdrawal liability
|
|
1,611
|
|
|
2,513
|
|
||
Other
|
|
1,619
|
|
|
1,639
|
|
||
Total deferred tax assets
|
|
$
|
4,077
|
|
|
$
|
4,955
|
|
Deferred tax liabilities:
|
|
|
|
|
||||
Inventories
|
|
$
|
(3,047
|
)
|
|
$
|
(4,006
|
)
|
Prepaid
|
|
(756
|
)
|
|
(1,095
|
)
|
||
Excess of tax over book depreciation
|
|
(9,811
|
)
|
|
(14,169
|
)
|
||
Intangibles
|
|
(17,625
|
)
|
|
(27,524
|
)
|
||
Unrealized gain on interest rate swap
|
|
(221
|
)
|
|
(201
|
)
|
||
Total deferred tax liabilities
|
|
$
|
(31,460
|
)
|
|
$
|
(46,995
|
)
|
Net deferred tax liabilities
|
|
$
|
(27,383
|
)
|
|
$
|
(42,040
|
)
|
Reportable Segments
|
|
Industrial
|
|
Water
Treatment
|
|
Health and Nutrition
|
|
Total
|
||||||||
(In thousands)
|
|
|
|
|
|
|
|
|
||||||||
Fiscal Year Ended April 1, 2018:
|
|
|
|
|
|
|
|
|
||||||||
Sales
|
|
$
|
247,374
|
|
|
$
|
138,465
|
|
|
$
|
118,330
|
|
|
$
|
504,169
|
|
Gross profit
|
|
29,619
|
|
|
36,268
|
|
|
20,873
|
|
|
86,760
|
|
||||
Selling, general, and administrative expenses
|
|
21,159
|
|
|
19,426
|
|
|
18,818
|
|
|
59,403
|
|
||||
Goodwill impairment
|
|
—
|
|
|
—
|
|
|
39,116
|
|
|
39,116
|
|
||||
Operating (loss) income
|
|
8,460
|
|
|
16,842
|
|
|
(37,061
|
)
|
|
(11,759
|
)
|
||||
Identifiable assets*
|
|
$
|
165,052
|
|
|
$
|
58,513
|
|
|
$
|
153,123
|
|
|
$
|
376,688
|
|
Capital Expenditures
|
|
$
|
10,265
|
|
|
$
|
7,228
|
|
|
$
|
2,210
|
|
|
$
|
19,703
|
|
Fiscal Year Ended April 2, 2017:
|
|
|
|
|
|
|
|
|
||||||||
Sales
|
|
$
|
238,555
|
|
|
$
|
128,954
|
|
|
$
|
116,084
|
|
|
$
|
483,593
|
|
Gross profit
|
|
38,886
|
|
|
35,962
|
|
|
23,225
|
|
|
98,073
|
|
||||
Selling, general, and administrative expenses
|
|
21,818
|
|
|
19,798
|
|
|
17,765
|
|
|
59,381
|
|
||||
Operating income
|
|
17,068
|
|
|
16,164
|
|
|
5,460
|
|
|
38,692
|
|
||||
Identifiable assets*
|
|
$
|
159,032
|
|
|
$
|
53,445
|
|
|
$
|
192,047
|
|
|
$
|
404,524
|
|
Capital Expenditures
|
|
$
|
10,529
|
|
|
$
|
7,777
|
|
|
$
|
3,310
|
|
|
$
|
21,616
|
|
Fiscal Year Ended April 3, 2016:
|
|
|
|
|
|
|
|
|
||||||||
Sales
|
|
$
|
251,749
|
|
|
$
|
128,312
|
|
|
$
|
33,915
|
|
|
$
|
413,976
|
|
Gross profit
|
|
37,967
|
|
|
35,470
|
|
|
6,820
|
|
|
80,257
|
|
||||
Selling, general, and administrative expenses
|
|
22,137
|
|
|
19,261
|
|
|
7,688
|
|
|
49,086
|
|
||||
Operating income (loss)
|
|
15,830
|
|
|
16,209
|
|
|
(868
|
)
|
|
31,171
|
|
||||
Identifiable assets*
|
|
$
|
158,015
|
|
|
$
|
50,013
|
|
|
$
|
195,939
|
|
|
$
|
403,967
|
|
Capital Expenditures
|
|
$
|
17,712
|
|
|
$
|
6,306
|
|
|
$
|
165
|
|
|
$
|
24,183
|
|
(In thousands, except per share data)
|
|
Fiscal 2018
|
||||||||||||||
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
Sales
|
|
$
|
133,731
|
|
|
$
|
125,395
|
|
|
$
|
118,053
|
|
|
$
|
126,990
|
|
Gross profit
|
|
25,999
|
|
|
24,115
|
|
|
18,840
|
|
|
17,806
|
|
||||
Selling, general, and administrative expenses
|
|
15,766
|
|
|
14,828
|
|
|
14,139
|
|
|
14,670
|
|
||||
Goodwill impairment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39,116
|
|
||||
Operating (loss) income
|
|
10,233
|
|
|
9,287
|
|
|
4,701
|
|
|
(35,980
|
)
|
||||
Net (loss) income
|
|
5,831
|
|
|
5,210
|
|
|
17,143
|
|
|
(37,361
|
)
|
||||
Basic (loss) earnings per share
|
|
$
|
0.55
|
|
|
$
|
0.49
|
|
|
$
|
1.62
|
|
|
$
|
(3.51
|
)
|
Diluted (loss) earnings per share
|
|
$
|
0.55
|
|
|
$
|
0.49
|
|
|
$
|
1.61
|
|
|
$
|
(3.50
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Fiscal 2017
|
||||||||||||||
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
Sales
|
|
$
|
131,374
|
|
|
$
|
121,250
|
|
|
$
|
112,351
|
|
|
$
|
118,618
|
|
Gross profit
|
|
28,216
|
|
|
27,032
|
|
|
20,912
|
|
|
21,913
|
|
||||
Selling, general, and administrative expenses
|
|
15,126
|
|
|
14,871
|
|
|
14,916
|
|
|
14,468
|
|
||||
Operating income
|
|
13,090
|
|
|
12,161
|
|
|
5,996
|
|
|
7,445
|
|
||||
Net income
|
|
7,604
|
|
|
7,190
|
|
|
3,551
|
|
|
4,210
|
|
||||
Basic earnings per share
|
|
$
|
0.72
|
|
|
$
|
0.68
|
|
|
$
|
0.34
|
|
|
$
|
0.40
|
|
Diluted earnings per share
|
|
$
|
0.72
|
|
|
$
|
0.68
|
|
|
$
|
0.34
|
|
|
$
|
0.40
|
|
Name
|
|
Age
|
|
Office
|
Patrick H. Hawkins
|
|
47
|
|
Chief Executive Officer and President
|
Jeffrey P. Oldenkamp
|
|
45
|
|
Vice President, Chief Financial Officer, and Treasurer
|
Richard G. Erstad
|
|
54
|
|
Vice President, General Counsel and Secretary
|
Thomas J. Keller
|
|
58
|
|
Vice President — Water Treatment Group
|
Steven D. Matthews II
|
|
47
|
|
Vice President — Operations
|
Theresa R. Moran
|
|
55
|
|
Vice President — Purchasing, Logistics and Sales Support
|
John R. Sevenich
|
|
60
|
|
Vice President — Industrial Group
|
Daniel J. Stauber
|
|
56
|
|
Vice President — Health and Nutrition
|
Exhibit
|
|
|
Description
|
|
Method of Filing
|
|
|
|
|||
2.1
|
|
|
|
Incorporated by Reference
|
|
|
|
|
|
|
|
3.1
|
|
|
|
Incorporated by Reference
|
|
|
|
|
|||
3.2
|
|
|
|
Incorporated by Reference
|
|
|
|
|
|||
10.1*
|
|
|
|
Incorporated by Reference
|
|
|
|
|
|||
10.2*
|
|
|
|
Incorporated by Reference
|
|
|
|
|
|||
10.3*
|
|
|
|
Incorporated by Reference
|
|
|
|
|
|||
10.4*
|
|
|
|
Incorporated by Reference
|
|
|
|
|
|||
10.5*
|
|
|
|
Incorporated by Reference
|
|
|
|
|
|||
10.6*
|
|
|
|
Incorporated by Reference
|
|
|
|
|
|||
10.7
|
|
|
|
Incorporated by Reference
|
|
|
|
|
|||
10.8
|
|
|
|
Incorporated by Reference
|
|
|
|
|
|||
21
|
|
|
|
Filed Electronically
|
|
|
|
|
|
|
|
23.1
|
|
|
|
Filed Electronically
|
|
|
|
|
|||
31.1
|
|
|
|
Filed Electronically
|
|
|
|
|
|||
31.2
|
|
|
|
Filed Electronically
|
|
|
|
|
|||
32.1
|
|
|
|
Filed Electronically
|
|
|
|
|
|||
32.2
|
|
|
|
Filed Electronically
|
|
|
|
|
|||
101
|
|
|
Financial statements from the Annual Report on Form 10-K of Hawkins, Inc. for the period ended April 1, 2018, filed with the SEC on May 31, 2018, formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheets at April 1, 2018 and April 2, 2017, (ii) the Consolidated Statements of Income for the fiscal years ended April 1, 2018, April 2, 2017 and April 3, 2016, (iii) the Consolidated Statements of Comprehensive Income for the fiscal years ended April 1, 2018, April 2, 2017 and April 3, 2016, (iv) the Consolidated Statements of Shareholders’ Equity for the fiscal years ended April 1, 2018, April 2, 2017 and April 3, 2016, (v) Consolidated Statements of Cash Flows for the fiscal years ended April 1, 2018, April 2, 2017 and April 3, 2016, and (iv) Notes to Consolidated Financial Statements.
|
|
Filed Electronically
|
*
|
Management contract or compensation plan or arrangement required to be filed as an exhibit to this Annual Report on Form 10-K.
|
(1)
|
Incorporated by reference to Exhibit 2.1 on the Company’s Current Report on Form 8-K dated November 23, 2015.
|
(2)
|
Incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010.
|
(3)
|
Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated October 28, 2009 and filed November 3, 2009.
|
(4)
|
Incorporated by reference to Appendix B to the Company’s Proxy Statement for the 2004 Annual Meeting of Shareholders filed July 23, 2004.
|
(5)
|
Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2008.
|
(6)
|
Incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-8 filed June 6, 2011 (file no. 333-174735).
|
(7)
|
Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010.
|
(8)
|
Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010.
|
(9)
|
Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended July 3, 2011.
|
(10)
|
Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated November 23, 2015
|
(11)
|
Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated December 23, 2015.
|
|
|
|
HAWKINS, INC.
|
||
|
|
|
|
||
Date:
|
May 31, 2018
|
|
By
|
|
/s/ Patrick H. Hawkins
|
|
|
|
|
|
Patrick H. Hawkins,
Chief Executive Officer and President
|
|
|
|
|
/s/ Patrick H. Hawkins
|
|
Date:
|
May 31, 2018
|
Patrick H. Hawkins, Chief Executive Officer and
President (Principal Executive Officer) and Director
|
|
|
|
|
|
||
/s/ Jeffrey P. Oldenkamp
|
|
Date:
|
May 31, 2018
|
Jeffrey P. Oldenkamp, Vice President, Chief Financial Officer, and Treasurer (Principal Financial Officer and Principal Accounting Officer)
|
|
|
|
|
|
||
/s/ John S. McKeon
|
|
Date:
|
May 31, 2018
|
John S. McKeon, Director, Chairman of the Board
|
|
|
|
|
|
||
/s/ Daniel J. Stauber
|
|
Date:
|
May 31, 2018
|
Daniel J. Stauber, Director
|
|
|
|
|
|
|
|
/s/ Duane M. Jergenson
|
|
Date:
|
May 31, 2018
|
Duane M. Jergenson, Director
|
|
|
|
|
|
||
/s/ Daryl I. Skaar
|
|
Date:
|
May 31, 2018
|
Daryl I. Skaar, Director
|
|
|
|
|
|
||
/s/ James A. Faulconbridge
|
|
Date:
|
May 31, 2018
|
James A. Faulconbridge, Director
|
|
|
|
|
|
||
/s/ James T. Thompson
|
|
Date:
|
May 31, 2018
|
James T. Thompson, Director
|
|
|
|
|
|
||
/s/ Jeffrey L. Wright
|
|
Date:
|
May 31, 2018
|
Jeffrey L. Wright, Director
|
|
|
|
|
|
|
|
/s/ Mary J. Schumacher
|
|
Date:
|
May 31, 2018
|
Mary J. Schumacher, Director
|
|
|
|
|
|
|
|
|
|
|
|
Additions
|
|
|
|
|
||||||||||||
Description
|
|
Balance at
Beginning
of Year
|
|
Charged to
Costs and
Expenses
|
|
Charged to
Other
Accounts
|
|
Deductions
Write-Offs
|
|
Balance at
End of Year
|
||||||||||
|
|
(In thousands)
|
||||||||||||||||||
Reserve deducted from asset to which it applies:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended April 1, 2018:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
|
468
|
|
|
509
|
|
|
—
|
|
|
35
|
|
|
942
|
|
|||||
Year Ended April 2, 2017:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
|
$
|
602
|
|
|
$
|
79
|
|
|
$
|
—
|
|
|
$
|
213
|
|
|
$
|
468
|
|
Year Ended April 3, 2016:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
|
$
|
445
|
|
|
$
|
272
|
|
|
$
|
—
|
|
|
$
|
115
|
|
|
$
|
602
|
|
1.
|
I have reviewed this annual report on Form 10-K of Hawkins, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Patrick H. Hawkins
|
|
Patrick H. Hawkins
|
|
Chief Executive Officer and President
|
1.
|
I have reviewed this annual report on Form 10-K of Hawkins, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Jeffrey P. Oldenkamp
|
|
Jeffrey P. Oldenkamp
|
|
Vice President, Chief Financial Officer, and Treasurer
|
/s/ Patrick H. Hawkins
|
Patrick H. Hawkins
|
Chief Executive Officer and President
|
May 31, 2018
|
/s/ Jeffrey P. Oldenkamp
|
Jeffrey P. Oldenkamp
|
Vice President, Chief Financial Officer, and Treasurer
|
May 31, 2018
|