Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Jan. 01, 2017 | Feb. 03, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | HAWKINS INC | |
Entity Central Index Key | 46,250 | |
Document Type | 10-Q | |
Document Period End Date | Jan. 1, 2017 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --04-02 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 10,632,556 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jan. 01, 2017 | Apr. 03, 2016 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 8,381 | $ 20,014 |
Trade receivables — less allowance for doubtful accounts: $468 as of January 1, 2017 and $602 as of April 3, 2016 | 52,282 | 59,271 |
Inventories | 50,256 | 47,719 |
Income taxes receivable | 994 | 6,062 |
Prepaid expenses and other current assets | 5,084 | 4,222 |
Total current assets | 116,997 | 137,288 |
PROPERTY, PLANT, AND EQUIPMENT: | ||
PROPERTY, PLANT, AND EQUIPMENT: | 218,248 | 204,848 |
Less accumulated depreciation | 98,016 | 88,527 |
Net property, plant, and equipment | 120,232 | 116,321 |
OTHER ASSETS: | ||
Goodwill | 97,556 | 97,724 |
Intangible assets — less accumulated amortization: $10,933 as of January 1, 2017 and $6,370 as of April 3, 2016 | 78,370 | 82,934 |
Other | 1,586 | 2,224 |
Total other assets | 177,512 | 182,882 |
Total assets | 414,741 | 436,491 |
CURRENT LIABILITIES: | ||
Accounts payable — trade | 21,857 | 30,121 |
Dividends payable | 0 | 4,226 |
Accrued payroll and employee benefits | 9,083 | 8,787 |
Income tax payable | 0 | 0 |
Current portion of long-term debt | 7,364 | 5,489 |
Due to sellers of acquired business | 341 | 6,829 |
Container deposits | 1,160 | 1,081 |
Other current liabilities | 2,093 | 3,232 |
Total current liabilities | 41,898 | 59,765 |
LONG-TERM DEBT, LESS CURRENT PORTION | 105,092 | 123,616 |
PENSION WITHDRAWAL LIABILITY | 6,047 | 6,282 |
DEFERRED INCOME TAXES | 42,717 | 42,242 |
OTHER LONG-TERM LIABILITIES | 1,644 | 3,611 |
Total liabilities | 197,398 | 235,516 |
COMMITMENTS AND CONTINGENCIES | 0 | 0 |
SHAREHOLDERS’ EQUITY: | ||
Common stock; authorized: 30,000,000 shares of $0.05 par value; 10,538,328 and 10,512,471 shares issued and outstanding as of January 1, 2017 and April 3, 2016, respectively | 527 | 526 |
Additional paid-in capital | 50,391 | 48,189 |
Retained earnings | 166,153 | 152,265 |
Accumulated other comprehensive income (loss) | 272 | (5) |
Total shareholders’ equity | 217,343 | 200,975 |
Total liabilities and shareholders’ equity | $ 414,741 | $ 436,491 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) - USD ($) $ in Thousands | Jan. 01, 2017 | Apr. 03, 2016 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts, trade receivables | $ 468 | $ 602 |
Finite-Lived Intangible Assets, Accumulated Amortization | $ 10,933 | $ 6,370 |
Shares authorized | 30,000,000 | 30,000,000 |
Common stock, par value (usd per share) | $ 0.05 | $ 0.05 |
Common Stock, Shares, Issued | 10,538,328 | 10,512,471 |
Common Stock, Shares, Outstanding | 10,538,328 | 10,512,471 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jan. 01, 2017 | Dec. 27, 2015 | Jan. 01, 2017 | Dec. 27, 2015 | |
Income Statement [Abstract] | ||||
Sales | $ 112,351 | $ 88,375 | $ 364,975 | $ 284,463 |
Cost of sales | (91,439) | (73,666) | (288,815) | (229,208) |
Gross profit | 20,912 | 14,709 | 76,160 | 55,255 |
Selling, general and administrative expenses | (14,916) | (12,825) | (44,913) | (33,019) |
Operating income | 5,996 | 1,884 | 31,247 | 22,236 |
Interest (expense) income, net | (634) | (27) | (1,977) | (21) |
Income before income taxes | 5,362 | 1,857 | 29,270 | 22,215 |
Income tax provision | (1,811) | (1,042) | (10,925) | (8,931) |
Net income | $ 3,551 | $ 815 | $ 18,345 | $ 13,284 |
Weighted average number of shares outstanding - basic | 10,538,328 | 10,478,266 | 10,529,259 | 10,534,933 |
Weighted average number of shares outstanding - diluted | 10,595,140 | 10,528,126 | 10,592,550 | 10,591,543 |
Basic earnings per share | ||||
Basic earnings per share | $ 0.34 | $ 0.08 | $ 1.74 | $ 1.26 |
Diluted earnings per share | ||||
Diluted earnings per share | 0.34 | 0.08 | 1.73 | 1.25 |
Cash dividends declared per common share | $ 0 | $ 0 | $ 0.42 | $ 0.40 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jan. 01, 2017 | Dec. 27, 2015 | Jan. 01, 2017 | Dec. 27, 2015 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 3,551 | $ 815 | $ 18,345 | $ 13,284 |
Other comprehensive income (loss), net of tax: | ||||
Unrealized gain on available-for-sale investments | 0 | 5 | 0 | 26 |
Derivative Instruments, Gain Recognized in Other Comprehensive Income (Loss), Effective Portion | 393 | 277 | ||
Unrealized gain on interest rate swap | 0 | 0 | ||
Total comprehensive income | $ 3,944 | $ 820 | $ 18,622 | $ 13,310 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Jan. 01, 2017 | Dec. 27, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 18,345 | $ 13,284 |
Reconciliation to cash flows: | ||
Depreciation and amortization | 15,453 | 10,468 |
Amortization of debt issuance costs | 102 | 0 |
Loss on disposal of investments | 0 | (101) |
Deferred income taxes | 171 | (120) |
Stock compensation expense | 1,650 | 1,277 |
Gain from property disposals | (61) | (18) |
Changes in operating accounts providing (using) cash: | ||
Trade receivables | 7,275 | 3,793 |
Inventories | (2,537) | (1,944) |
Accounts payable | (7,456) | (2,019) |
Accrued liabilities | (1,928) | 2,125 |
Income taxes | 848 | (2,287) |
Other | (869) | (868) |
Net cash provided by operating activities | 30,993 | 23,792 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property, plant, and equipment | (15,811) | (17,113) |
Purchases of investments | 0 | (6,092) |
Sale and maturities of investments | 0 | 34,710 |
Acquisitions, net of cash acquired | (2,199) | (150,772) |
Other | 264 | 237 |
Net cash used in investing activities | (17,746) | (139,030) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Cash dividends paid | (8,683) | (8,257) |
New shares issued | 553 | 530 |
Shares surrendered for payroll taxes | 0 | (379) |
Shares repurchased | 0 | (4,801) |
Payments on senior secured revolving credit facility | (13,000) | 0 |
Payments on senior secured term loan | (3,750) | 0 |
Payments for debt issuance costs | 0 | (679) |
Proceeds from long-term borrowings | 0 | 100,000 |
Proceeds from revolver borrowings | 0 | 31,000 |
Net cash (used in) provided by financing activities | (24,880) | 117,414 |
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (11,633) | 2,176 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 20,014 | 18,639 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 8,381 | 20,815 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Cash paid for income taxes | 9,976 | 9,070 |
Cash paid for interest | 1,746 | 0 |
Noncash investing activities - capital expenditures in accounts payable | $ 1,076 | $ 840 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Jan. 01, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | 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, 2016 , 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 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, 2016 , previously filed with the SEC. There has been no significant change in our accounting policies since the end of fiscal 2016 . The results of operations for the nine months ended January 1, 2017 are not necessarily indicative of the results that may be expected for the full year. References to fiscal 2016 refer to the fiscal year ended April 3, 2016 and references to fiscal 2017 refer to the fiscal year ending April 2, 2017 . As compared to our normal 52-week fiscal years, fiscal 2016 was a 53-week year, with the extra week recorded in our fourth quarter’s results of operations. Recently Issued Accounting Pronouncements In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-09 which provides accounting guidance intended to improve the accounting for share-based payment transactions. This guidance outlines new provisions intended to simplify various aspects related to accounting for share-based payments and their presentation in the financial statements and will be effective for years beginning after December 15, 2016 (our fiscal year ending April 1, 2018) and interim periods within those years. We are currently evaluating the impact of this accounting pronouncement on our results of operations and financial position. In March 2016, the FASB issued ASU 2016-02, which provides new accounting guidance requiring lessees to recognize most leases as assets and liabilities on the balance sheet. This guidance will be effective for interim periods beginning after December 15, 2018 (our fiscal year ended March 30, 2020). We are currently evaluating the impact of this accounting pronouncement on our results of operations and financial position. In January 2016, the FASB issued ASU 2016-01, which provides guidance that addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. This guidance will be effective for annual reporting periods beginning after December 15, 2017 (our fiscal year ending March 31, 2019), and interim periods within those annual periods. Early adoption is not permitted. We are currently evaluating the impact of this accounting pronouncement on our results of operations and financial position. In July 2015, the FASB issued ASU 2015-11, which requires companies to change the measurement principal for inventory measured using the first-in, first-out (“FIFO”) or average cost method from the lower of cost or market to the lower of cost and net realizable value. Treatment of inventory valued under the last-in, first-out (“LIFO”) method is unchanged by this guidance. The new guidance will be applied prospectively and will be effective for fiscal years beginning after December 15, 2016 (our fiscal year ending April 1, 2018), and interim periods within those years. We are currently evaluating the impact of this accounting pronouncement on our results of operations and financial position. In May 2014, the FASB issued ASU 2014-09, which provides new accounting requirements for recognition of revenue from contracts with customers. The requirements of the new standard will be effective for annual reporting periods beginning after December 15, 2017 (our fiscal year ending March 31, 2019), and interim periods within those annual periods. We are currently evaluating the impact of this accounting pronouncement on our results of operations and financial position. Recently Adopted Accounting Pronouncements In September 2015, the FASB issued ASU 2015-16, which eliminates the requirement for an acquirer to retrospectively adjust the financial statements for measurement-period adjustments that occur in periods after a business combination is consummated. We adopted this guidance in the first quarter of fiscal 2017. |
Earnings per Share
Earnings per Share | 9 Months Ended |
Jan. 01, 2017 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Earnings per Share Basic earnings per share (“EPS”) are computed by dividing net earnings by the weighted-average number of common shares outstanding. Diluted EPS includes the 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 1, December 27, January 1, December 27, Weighted-average common shares outstanding—basic 10,538,328 10,478,266 10,529,259 10,534,933 Dilutive impact of performance units and restricted stock 56,812 49,860 63,291 56,610 Weighted-average common shares outstanding—diluted 10,595,140 10,528,126 10,592,550 10,591,543 For each of the three and nine months ended January 1, 2017 and December 27, 2015 , there were no shares excluded from the calculation of weighted-average common shares for diluted EPS. |
Business Combinations
Business Combinations | 9 Months Ended |
Jan. 01, 2017 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | Business Combinations Acquisition of Stauber Performance Ingredients: On December 23, 2015, we acquired Stauber Performance Ingredients (“Stauber”) for $157.0 million on a cash-free, debt-free basis subject to a customary working capital adjustment. The total consideration for the acquisition was $158.2 million ( $156.7 million net of cash acquired). We paid $156.0 million in cash at closing and paid an additional $2.2 million during the first quarter of fiscal 2017 based upon closing cash, debt and working capital balances. The purchase was funded with $131.0 million of proceeds from the credit facility described more fully in Note 8 as well as cash on hand. Stauber operates out of facilities in New York and California and blends and distributes specialty products and ingredients to the nutritional, food, pharmaceutical, cosmetic and pet care industries. The acquisition expanded our portfolio of value-added specialty products within new markets. Stauber had revenues of approximately $118.0 million for the twelve months ended December 23, 2015, the date of the acquisition. The results of operations since the acquisition date, and the assets, including the goodwill associated with the acquisition, are included in our recently-formed Health and Nutrition operating segment. The acquisition was accounted for under the acquisition method of accounting. Accordingly, the cost to acquire Stauber was allocated to the underlying net assets in proportion to estimates of their respective fair values. The fair value of acquired property, plant and equipment of $11.0 million was valued using a cost approach with consideration given to the continuation of the property in the current operation at the present locations. The fair value of acquired identifiable intangible assets was $71.5 million . The acquired intangible assets, all of which are finite-lived, have a weighted average useful life of 16.3 years and are being amortized on a straight-line basis. The intangible assets include customer relationships of $66.0 million ( 17 year life), trade name of $4.0 million ( 10 year life), non-competition agreements of $1.3 million ( 3.3 year weighted average life) and order backlog of $0.1 million . The fair value of acquired identifiable intangible assets was determined using the income approach. In performing these valuations, the key underlying probability-adjusted assumptions of the discounted cash flows were projected revenues, gross margin expectations and operating cost estimates. The valuations were based on the information that was available as of the acquisition date and expectations and assumptions that have been deemed reasonable by management. There are inherent uncertainties and management judgment required in these determinations. The fair value measurements of the assets acquired were based on valuations involving significant unobservable inputs, or Level 3 in the fair value hierarchy. None of the intangible assets are deductible for income tax purposes. As a result, a $28.6 million deferred tax liability was recorded on the opening balance sheet for the amount of non-deductible amortization expense. The purchase price of Stauber exceeded the acquisition-date amounts of the identifiable assets acquired less the liabilities assumed by $84.1 million . Cash flows used to determine the purchase price included strategic and synergistic benefits (investment value) specific to our businesses, which resulted in a purchase price in excess of the fair value of identifiable net assets. The purchase price also included the fair values of other assets that were not identifiable, not separately recognizable under accounting rules (e.g., assembled workforce) or of immaterial value in addition to a going-concern element that represents our ability to earn a higher rate of return on the group of assets than would be expected on the separate assets as determined during the valuation process. None of the goodwill is deductible for income tax purposes. The following table summarizes the fair value measurement of the assets acquired and liabilities assumed as of the acquisition date: (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 (79 ) Net assets acquired 74,113 Goodwill 84,063 Total preliminary purchase price 158,176 Less acquired cash (1,502 ) Preliminary purchase price, net of cash acquired $ 156,674 (a) In addition to these balances, $7.3 million of cash and current accrued liabilities that relate to stock and other acquisition-related compensation payments were recorded by Stauber as of the acquisition date but were paid subsequent to the acquisition date. The following pro forma information has been prepared as if the Stauber acquisition and the borrowing to finance the acquisition had occurred as of the beginning of fiscal 2016. The pro forma information is not necessarily indicative of what our consolidated results of operations actually would have been had the acquisition occurred at the beginning of the fiscal year, nor is it indicative of our future operational results. There is no pro forma information presented for the three and nine months ended January 1, 2017 as Stauber’s results are included in those periods. Three Months Ended December 27, 2015 (In thousands, except per share data) As Reported Pro Forma Stauber Adjustments Combined Pro Forma Results Pro forma net sales $ 88,375 $ 25,989 $ 114,364 Pro forma net income $ 815 $ 2,406 $ 3,221 Pro forma basic earnings per share $ 0.08 $ 0.23 $ 0.31 Pro forma diluted earnings per share $ 0.08 $ 0.23 $ 0.31 Nine Months Ended December 27, 2015 (In thousands, except per share data) As Reported Pro Forma Stauber Adjustments Combined Pro Forma Results Pro forma net sales $ 284,463 $ 87,691 $ 372,154 Pro forma net income $ 13,284 $ 4,041 $ 17,325 Pro forma basic earnings per share $ 1.26 $ 0.38 $ 1.64 Pro forma diluted earnings per share $ 1.25 $ 0.38 $ 1.63 Included in pro forma net income for the nine months ended December 27, 2015 was a $0.9 million pre-tax non-operating gain recorded by Stauber, or $0.05 per fully diluted share, after tax. The unaudited pro forma financial information above is adjusted to reflect the following: (a) interest expense, including amortization of debt issuance costs, related to the $131.0 million of debt used to fund the acquisition; (b) amortization expense related to the $71.5 million of identifiable intangible assets recognized in conjunction with the acquisition; (c) elimination of amortization of intangibles and interest expense previously reflected on Stauber’s financial statements; (d) elimination of stock and other acquisition-related compensation recorded by Stauber, and $2.7 million of pre-tax transaction-related expenses recorded by us; and (e) recording income taxes at an estimated statutory rate of 37.5% on the pro forma adjustments. Acquisition of Davis Supply, Inc. : On September 18, 2015, we acquired substantially all of the assets of Davis Supply, Inc. (“Davis”) under the terms of an asset purchase agreement with Davis and its shareholders. We paid $4.5 million cash at closing, using available cash on hand to fund the acquisition. Davis was a water treatment chemical distribution company operating in Florida with revenues of approximately $5.0 million in calendar year 2014. We integrated this business into our existing Florida locations. The results of operations after the date of acquisition and the acquired assets are included in our Water Treatment Segment. The acquisition has been accounted for under the acquisition method of accounting, under which the total purchase price is allocated to the net tangible and intangible assets acquired based on their estimated fair values. We estimated the fair values of the assets acquired and liabilities assumed using a discounted cash flow analysis (income approach). The following table summarizes the allocation of the purchase price to the fair values assigned to the assets acquired and liabilities assumed as of the acquisition date: (In thousands) Amount Inventories $ 145 Property, plant, and equipment 78 Intangible assets 2,532 Net assets acquired 2,755 Goodwill 1,745 Total purchase price $ 4,500 Intangible assets recognized in connection with this acquisition consist of $2.4 million related to customer relationships to be amortized over 20 years , and $0.1 million related to a non-compete agreement to be amortized over five years . The goodwill recognized as a result of this acquisition is primarily attributable to strategic and synergistic benefits, as well as the assembled workforce. This goodwill is expected to be deductible for tax purposes. |
Derivative Instruments
Derivative Instruments | 9 Months Ended |
Jan. 01, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities Disclosure [Text Block] | Note 4 – Derivative Instruments On September 20, 2016, we entered into an interest rate swap agreement to manage the risk associated with a portion of our variable-rate long-term debt. We do not utilize derivative instruments for speculative purposes. The interest rate swap involves the exchange of fixed-rate and variable-rate payments without the exchange of the underlying notional amount on which the interest payments are calculated. The new swap agreement will begin September 1, 2017 and will terminate concurrently with the expiration of our credit facility on December 23, 2020. The notional amount of the swap agreement is $40 million from September 1, 2017 through August 31, 2018, $30 million from September 1, 2018 through August 31, 2019 and $20 million from September 1, 2019 through December 23, 2020. We have designated this swap as a cash flow hedge and have determined that it qualifies for hedge accounting treatment. For so long as the hedge is effective, changes in fair value of the cash flow hedge are recorded in other comprehensive loss (net of tax) until income or loss from the cash flows of the hedged item is realized. As of January 1, 2017 , we recorded $0.3 million in other comprehensive income related to unrealized gains (net of tax) on the cash flow hedge. An asset of $0.5 million is included in other long-term assets on our condensed consolidated balance sheet as of January 1, 2017 . No amounts were reflected in other comprehensive income related to cash flow hedges for the three or nine months ended December 27, 2015 or on the condensed consolidated balance sheet as of December 27, 2015 as we did not hold any derivative instruments at that time. Unrealized gains and losses will be reflected in net income when the related cash flows or hedged transactions occur and offset the related performance of the hedged item. By their nature, derivative instruments are subject to market risk. Derivative instruments are also subject to credit risk associated with counterparties to the derivative contracts. Credit risk associated with derivatives is measured based on the replacement cost should the counterparty with a contract in a gain position to us fail to perform under the terms of the contract. We do not anticipate nonperformance by the counterparty. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Jan. 01, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Measurement Inputs, Disclosure [Text Block] | Note 5 – Fair Value Measurements Our financial assets and liabilities are measured at fair value as 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). We classify the inputs used to measure fair value into the following hierarchy: 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. 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. The fair value of interest rate swaps 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 following table summarizes the balances of assets measured at fair value on a recurring basis as of January 1, 2017 . There were no assets measured at fair value on a recurring basis as of April 3, 2016. 0 (In thousands) Level 1 Level 2 Level 3 Total Interest rate swap — $ 461 — $ 461 |
Inventories
Inventories | 9 Months Ended |
Jan. 01, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories at January 1, 2017 and April 3, 2016 consisted of the following: January 1, April 3, (In thousands) Inventory (FIFO basis) $ 53,644 $ 51,857 LIFO reserve (3,388 ) (4,138 ) Net inventory $ 50,256 $ 47,719 The FIFO value of inventories accounted for under the LIFO method was $38.3 million at January 1, 2017 and $36.5 million at April 3, 2016 . The remainder of the inventory was valued and accounted for under the FIFO method. The LIFO reserve decreased $0.4 million during the three months ended January 1, 2017 and increased nominally during the three months ended December 27, 2015 . During the nine months ended January 1, 2017 the LIFO reserve decreased $0.8 million and increased nominally for the nine months ended December 27, 2015 . The valuation of LIFO inventory for interim periods is based on our estimates of year-end inventory levels and costs. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Jan. 01, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The carrying amount of goodwill was $97.6 million as of January 1, 2017 and $97.7 million as of April 3, 2016 . Goodwill changed slightly during the three months ended January 1, 2017, as purchase accounting related to the Stauber acquisition was finalized. A summary of our intangible assets as of January 1, 2017 and April 3, 2016 is as follows: January 1, 2017 April 3, 2016 (In thousands) Gross Amount Accumulated Amortization Net Gross Amount Accumulated Amortization Net Finite-life intangible assets Customer relationships 78,383 (6,688 ) 71,695 78,384 (3,289 ) 75,095 Trademarks and trade names 6,045 (1,639 ) 4,406 6,045 (1,090 ) 4,955 Other finite-life intangible assets 3,648 (2,606 ) 1,042 3,648 (1,991 ) 1,657 Total finite-life intangible assets 88,076 (10,933 ) 77,143 88,077 (6,370 ) 81,707 Indefinite-life intangible assets 1,227 — 1,227 1,227 — 1,227 Total intangible assets $ 89,303 $ (10,933 ) $ 78,370 $ 89,304 $ (6,370 ) $ 82,934 |
Debt
Debt | 9 Months Ended |
Jan. 01, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt at January 1, 2017 and April 3, 2016 consisted of the following: January 1, April 3, (In thousands) Senior secured term loan $ 95,000 $ 98,750 Senior secured revolver 18,000 31,000 Total debt 113,000 129,750 Less: unamortized debt issuance costs (544 ) (645 ) Less: current portion of long-term debt (7,364 ) (5,489 ) Total long-term debt $ 105,092 $ 123,616 |
Income Taxes Income Taxes
Income Taxes Income Taxes | 9 Months Ended |
Jan. 01, 2017 | |
Income Tax [Abstract] | |
Income Tax Disclosure [Text Block] | 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, 2013 are closed to examination by the Internal Revenue Service, and with few exceptions, state and local income tax jurisdictions. Our effective tax rate for the nine months ended January 1, 2017 was approximately 37.3% , compared to an effective tax rate of 40.2% for the nine months ended December 27, 2015 . The effective tax rate is impacted by projected levels of annual taxable income, permanent items, and state taxes. The increase in the effective tax rate for the prior year was driven by approximately $0.5 million of income tax expense related to $1.3 million of Stauber acquisition-related expenditures that were not deductible for tax purposes and were recorded as discrete items during the three months ended December 27, 2015. The effective tax rate for the prior year was also increased by income tax expense of $0.2 million related to a preliminary audit finding by a state income tax jurisdiction covering multiple years. Our federal tax return filed for our fiscal year ended March 29, 2015 is currently under examination by the Internal Revenue Service. During fiscal 2016, we recorded a gross unrecognized tax benefit of $1.9 million in other long-term liabilities on our consolidated balance sheet as a result of uncertain income tax positions taken by Stauber on its tax returns for periods prior to our acquisition. The Stauber acquisition agreement provides us with indemnification by the prior owners for any tax liabilities relating to pre-acquisition tax returns. Accordingly, we have also recorded an offsetting, long-term receivable for $1.9 million , and, as such, any change in the unrecognized tax benefit will not impact our effective tax rate in future periods. We expect these uncertain income tax amounts to decrease as the applicable examination periods by the relevant taxing authorities expire. During the nine months ended January 1, 2017 the unrecognized tax benefit and the offsetting receivable were reduced to $0.8 million due to the expiration of the statute of limitations. As of January 1, 2017 and April 3, 2016, the liability for uncertain tax positions and the corresponding receivable included $0.1 million and $0.3 million of interest and penalties, respectively. |
Share Based Compensation
Share Based Compensation | 9 Months Ended |
Jan. 01, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | 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 2017 and fiscal 2016 . 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 54,028 shares in the aggregate for fiscal 2017 . The restricted shares issued will fully vest 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, 2017 : Shares Weighted- Average Grant Date Fair Value Unvested at beginning of period 37,309 $ 40.89 Granted 28,853 43.10 Unvested at end of period 66,162 $ 41.85 We recorded compensation expense of $0.4 million and $1.1 million related to performance share units and restricted stock for the three and nine months ended January 1, 2017 , respectively. We recorded compensation expense of $0.3 million and $0.9 million related to performance share units and restricted stock for the three and nine months ended December 27, 2015 , respectively. Substantially all of the compensation expense was recorded in selling, general and administrative expenses in the condensed consolidated statements of income. Restricted Stock Awards . As part of their retainer, each non-employee director receives an annual grant of restricted stock for their Board of Director services. The restricted stock awards are expensed over the requisite vesting period, which is one year from the date of issuance, based on the market value on the date of grant. As of January 1, 2017 , there were 8,092 shares of restricted stock with a weighted averaged grant date fair value of $43.24 outstanding under this program. Compensation expense for each of the three and nine months ended January 1, 2017 and December 27, 2015 related to restricted stock awards to the Board was $0.1 million and $0.2 million , respectively. |
Share Repurchase Program
Share Repurchase Program | 9 Months Ended |
Jan. 01, 2017 | |
Share Repurchase Program [Abstract] | |
Share Repurchase Program | Share Repurchase Program In fiscal 2015, our Board authorized a share repurchase program of up to 300,000 shares of our outstanding common shares. Under the program, we are authorized to repurchase shares for cash on the open market or in privately negotiated transactions subject to applicable securities laws and regulations. Upon repurchase of the shares, we reduced our common stock for the par value of the shares with the excess applied against additional paid-in capital. No shares were repurchased during the nine months ended January 1, 2017 . During the first nine months of fiscal 2016, 127,852 shares at an aggregate purchase price of $4.8 million were repurchased. The remaining balance of shares available to be repurchased under the current share repurchase program is 112,546 shares. |
Litigation, Commitments and Con
Litigation, Commitments and Contingencies | 9 Months Ended |
Jan. 01, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation, Commitments and Contingencies | Litigation, Commitments and Contingencies Litigation — There are no material pending legal proceedings, other than ordinary routine litigation incidental to the business, to which we or any of our subsidiaries are a party or of which any of our property is the subject. Legal fees associated with such matters are expensed as incurred. |
Segment Information
Segment Information | 9 Months Ended |
Jan. 01, 2017 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information We have three reportable segments: Industrial, Water Treatment, and Health and Nutrition. Our Health and Nutrition segment was established as a result of our acquisition of Stauber near the end of the third quarter of fiscal 2016. The accounting policies of the segments are the same as those described in the summary of significant accounting policies in our fiscal 2016 Annual Report on Form 10-K. We evaluate performance based on profit or loss from operations before income taxes not including nonrecurring gains and losses. Reportable segments are defined primarily by product and type of customer. Segments are responsible for the sales, marketing and development of their products and services. Other than our Health and Nutrition segment, the segments do not have separate accounting, administration, customer service or purchasing functions. We allocate certain corporate expenses to our operating segments, and we began allocating a portion of these costs to the Health and Nutrition segment in fiscal 2017. Corporate costs allocated to Health and Nutrition were $0.5 million for the three months ended January 1, 2017 and $1.5 million for the nine months ended January 1, 2017; these costs would have otherwise been allocated to Industrial (approximately $0.3 million for the three months ended January 1, 2017 and $0.9 million for the nine month period) and Water Treatment (approximately $0.2 million for the three months ended January 1, 2017 and $0.6 million for the nine month period). There are no intersegment sales and no operating segments have been aggregated. Given the nature of our business, it is not practical to disclose revenues from external customers for each product or each group of similar products. No single customer’s revenues amounted to 10% or more of our total revenue. Sales are primarily within the United States and all assets are located within the United States. (In thousands) Industrial Water Treatment Health and Nutrition Total Three months ended January 1, 2017: Sales $ 57,083 $ 28,098 $ 27,170 $ 112,351 Gross profit 8,371 7,242 5,299 20,912 Selling, general, and administrative expenses 5,467 4,808 4,641 14,916 Operating income 2,904 2,434 658 5,996 Three months ended December 27, 2015: Sales $ 59,326 $ 29,049 $ — $ 88,375 Gross profit 7,474 7,235 — 14,709 Selling, general, and administrative expenses 5,421 4,714 2,690 12,825 Operating income (loss) 2,053 2,521 (2,690 ) 1,884 Nine months ended January 1, 2017: Sales $ 176,717 $ 100,590 $ 87,668 $ 364,975 Gross profit 28,978 28,943 18,239 76,160 Selling, general and administrative expenses 16,254 14,825 13,834 44,913 Operating income 12,724 14,118 4,405 31,247 Nine months ended December 27, 2015: Sales $ 185,260 $ 99,203 $ — $ 284,463 Gross profit 27,372 27,883 — 55,255 Selling, general and administrative expenses 16,061 14,268 2,690 33,019 Operating income (loss) 11,311 13,615 (2,690 ) 22,236 No significant changes to identifiable assets by segment occurred during the nine months ended January 1, 2017 . |
Earnings per Share (Tables)
Earnings per Share (Tables) | 9 Months Ended |
Jan. 01, 2017 | |
Earnings Per Share [Abstract] | |
Summary of basic and diluted EPS | Basic earnings per share (“EPS”) are computed by dividing net earnings by the weighted-average number of common shares outstanding. Diluted EPS includes the 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 1, December 27, January 1, December 27, Weighted-average common shares outstanding—basic 10,538,328 10,478,266 10,529,259 10,534,933 Dilutive impact of performance units and restricted stock 56,812 49,860 63,291 56,610 Weighted-average common shares outstanding—diluted 10,595,140 10,528,126 10,592,550 10,591,543 |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Jan. 01, 2017 | |
Stauber Performance Ingredients [Member] | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The following table summarizes the fair value measurement of the assets acquired and liabilities assumed as of the acquisition date: (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 (79 ) Net assets acquired 74,113 Goodwill 84,063 Total preliminary purchase price 158,176 Less acquired cash (1,502 ) Preliminary purchase price, net of cash acquired $ 156,674 (a) In addition to these balances, $7.3 million of cash and current accrued liabilities that relate to stock and other acquisition-related compensation payments were recorded by Stauber as of the acquisition date but were paid subsequent to the acquisition date. |
Business Acquisition, Pro Forma Information [Table Text Block] | The following pro forma information has been prepared as if the Stauber acquisition and the borrowing to finance the acquisition had occurred as of the beginning of fiscal 2016. The pro forma information is not necessarily indicative of what our consolidated results of operations actually would have been had the acquisition occurred at the beginning of the fiscal year, nor is it indicative of our future operational results. There is no pro forma information presented for the three and nine months ended January 1, 2017 as Stauber’s results are included in those periods. Three Months Ended December 27, 2015 (In thousands, except per share data) As Reported Pro Forma Stauber Adjustments Combined Pro Forma Results Pro forma net sales $ 88,375 $ 25,989 $ 114,364 Pro forma net income $ 815 $ 2,406 $ 3,221 Pro forma basic earnings per share $ 0.08 $ 0.23 $ 0.31 Pro forma diluted earnings per share $ 0.08 $ 0.23 $ 0.31 Nine Months Ended December 27, 2015 (In thousands, except per share data) As Reported Pro Forma Stauber Adjustments Combined Pro Forma Results Pro forma net sales $ 284,463 $ 87,691 $ 372,154 Pro forma net income $ 13,284 $ 4,041 $ 17,325 Pro forma basic earnings per share $ 1.26 $ 0.38 $ 1.64 Pro forma diluted earnings per share $ 1.25 $ 0.38 $ 1.63 |
Davis Supply Inc. [Member] | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The following table summarizes the allocation of the purchase price to the fair values assigned to the assets acquired and liabilities assumed as of the acquisition date: (In thousands) Amount Inventories $ 145 Property, plant, and equipment 78 Intangible assets 2,532 Net assets acquired 2,755 Goodwill 1,745 Total purchase price $ 4,500 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Jan. 01, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Liabilities Measured on Recurring Basis [Table Text Block] | The following table summarizes the balances of assets measured at fair value on a recurring basis as of January 1, 2017 . There were no assets measured at fair value on a recurring basis as of April 3, 2016. 0 (In thousands) Level 1 Level 2 Level 3 Total Interest rate swap — $ 461 — $ 461 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Jan. 01, 2017 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories | Inventories at January 1, 2017 and April 3, 2016 consisted of the following: January 1, April 3, (In thousands) Inventory (FIFO basis) $ 53,644 $ 51,857 LIFO reserve (3,388 ) (4,138 ) Net inventory $ 50,256 $ 47,719 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Jan. 01, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets and goodwill | A summary of our intangible assets as of January 1, 2017 and April 3, 2016 is as follows: January 1, 2017 April 3, 2016 (In thousands) Gross Amount Accumulated Amortization Net Gross Amount Accumulated Amortization Net Finite-life intangible assets Customer relationships 78,383 (6,688 ) 71,695 78,384 (3,289 ) 75,095 Trademarks and trade names 6,045 (1,639 ) 4,406 6,045 (1,090 ) 4,955 Other finite-life intangible assets 3,648 (2,606 ) 1,042 3,648 (1,991 ) 1,657 Total finite-life intangible assets 88,076 (10,933 ) 77,143 88,077 (6,370 ) 81,707 Indefinite-life intangible assets 1,227 — 1,227 1,227 — 1,227 Total intangible assets $ 89,303 $ (10,933 ) $ 78,370 $ 89,304 $ (6,370 ) $ 82,934 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Jan. 01, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Debt at January 1, 2017 and April 3, 2016 consisted of the following: January 1, April 3, (In thousands) Senior secured term loan $ 95,000 $ 98,750 Senior secured revolver 18,000 31,000 Total debt 113,000 129,750 Less: unamortized debt issuance costs (544 ) (645 ) Less: current portion of long-term debt (7,364 ) (5,489 ) Total long-term debt $ 105,092 $ 123,616 |
Share Based Compensation (Table
Share Based Compensation (Tables) | 9 Months Ended |
Jan. 01, 2017 | |
Performance-Based Restricted Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of performance-based restricted stock units | The following table represents the restricted stock activity for the nine months ended January 1, 2017 : Shares Weighted- Average Grant Date Fair Value Unvested at beginning of period 37,309 $ 40.89 Granted 28,853 43.10 Unvested at end of period 66,162 $ 41.85 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Jan. 01, 2017 | |
Segment Reporting [Abstract] | |
Summary of Segment Information | (In thousands) Industrial Water Treatment Health and Nutrition Total Three months ended January 1, 2017: Sales $ 57,083 $ 28,098 $ 27,170 $ 112,351 Gross profit 8,371 7,242 5,299 20,912 Selling, general, and administrative expenses 5,467 4,808 4,641 14,916 Operating income 2,904 2,434 658 5,996 Three months ended December 27, 2015: Sales $ 59,326 $ 29,049 $ — $ 88,375 Gross profit 7,474 7,235 — 14,709 Selling, general, and administrative expenses 5,421 4,714 2,690 12,825 Operating income (loss) 2,053 2,521 (2,690 ) 1,884 Nine months ended January 1, 2017: Sales $ 176,717 $ 100,590 $ 87,668 $ 364,975 Gross profit 28,978 28,943 18,239 76,160 Selling, general and administrative expenses 16,254 14,825 13,834 44,913 Operating income 12,724 14,118 4,405 31,247 Nine months ended December 27, 2015: Sales $ 185,260 $ 99,203 $ — $ 284,463 Gross profit 27,372 27,883 — 55,255 Selling, general and administrative expenses 16,061 14,268 2,690 33,019 Operating income (loss) 11,311 13,615 (2,690 ) 22,236 |
Basis of Presentation Basis of
Basis of Presentation Basis of Presentation (Details) | 9 Months Ended | 12 Months Ended |
Jan. 01, 2017 | Apr. 03, 2016 | |
Basis of Presentation [Abstract] | ||
Fiscal Period Duration | 364 days | 371 days |
Earnings per Share (Details)
Earnings per Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Jan. 01, 2017 | Dec. 27, 2015 | Jan. 01, 2017 | Dec. 27, 2015 | |
Summary of basic and diluted EPS | ||||
Weighted-average common shares outstanding—basic | 10,538,328 | 10,478,266 | 10,529,259 | 10,534,933 |
Dilutive impact of performance units and restricted stock | 56,812 | 49,860 | 63,291 | 56,610 |
Weighted-average common shares outstanding—diluted | 10,595,140 | 10,528,126 | 10,592,550 | 10,591,543 |
Earnings per Share (Details Tex
Earnings per Share (Details Textual) - shares | 3 Months Ended | 9 Months Ended | ||
Jan. 01, 2017 | Dec. 27, 2015 | Jan. 01, 2017 | Dec. 27, 2015 | |
Earnings Per Share [Abstract] | ||||
Shares or stock options excluded from the calculation of diluted EPS | 0 | 0 | 0 | 0 |
Business Combinations (Details)
Business Combinations (Details) - USD ($) $ in Thousands | Dec. 23, 2015 | Jan. 01, 2017 | Dec. 27, 2015 | Apr. 03, 2016 | Sep. 18, 2015 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 97,556 | $ 97,724 | |||
Preliminary purchase price, net of cash acquired | $ 2,199 | $ 150,772 | |||
Restricted Cash and Cash Equivalents | $ 7,300 | ||||
Stauber Performance Ingredients [Member] | |||||
Business Acquisition [Line Items] | |||||
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 | (79) | ||||
Net assets acquired | 74,113 | ||||
Goodwill | 84,063 | ||||
Total preliminary purchase price | 158,176 | ||||
Less acquired cash | (1,502) | ||||
Preliminary purchase price, net of cash acquired | $ 156,674 | ||||
Davis Supply Inc. [Member] | |||||
Business Acquisition [Line Items] | |||||
Inventories | $ 145 | ||||
Property, plant, and equipment | 78 | ||||
Intangible assets | 2,532 | ||||
Net assets acquired | 2,755 | ||||
Goodwill | 1,745 | ||||
Total preliminary purchase price | $ 4,500 |
Business Combinations (Details
Business Combinations (Details Pro-forma) - Stauber Performance Ingredients [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended |
Dec. 27, 2015 | Dec. 27, 2015 | |
Scenario, Actual [Member] | ||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||
Pro forma net sales | $ 88,375 | $ 284,463 |
Pro forma net income | $ 815 | $ 13,284 |
Pro forma basic earnings per share | $ 0.08 | $ 1.26 |
Pro forma diluted earnings per share | $ 0.08 | $ 1.25 |
Scenario, Adjustment [Member] | ||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||
Pro forma net sales | $ 25,989 | $ 87,691 |
Pro forma net income | $ 2,406 | $ 4,041 |
Pro forma basic earnings per share | $ 0.23 | $ 0.38 |
Pro forma diluted earnings per share | $ 0.23 | $ 0.38 |
Pro Forma [Member] | ||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||
Pro forma net sales | $ 114,364 | $ 372,154 |
Pro forma net income | $ 3,221 | $ 17,325 |
Pro forma basic earnings per share | $ 0.31 | $ 1.64 |
Pro forma diluted earnings per share | $ 0.31 | $ 1.63 |
Business Combinations (Detail33
Business Combinations (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Dec. 23, 2015 | Sep. 18, 2015 | Jan. 01, 2017 | Dec. 27, 2015 | Apr. 03, 2016 |
Business Acquisition [Line Items] | |||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 2,199 | $ 150,772 | |||
Proceeds from Lines of Credit | $ 131,000 | ||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 37.50% | ||||
Stauber Performance Ingredients [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Acquisition, Preliminary purchase price | $ 157,000 | ||||
Business Combination, Consideration Transferred | 158,200 | ||||
Payments to Acquire Businesses, Net of Cash Acquired | 156,674 | ||||
Payments to Acquire Businesses, Gross | 156,000 | $ 2,199 | |||
Business Acquisition, Revenue Reported by Acquired Entity for Last Annual Period | 118,000 | ||||
Property, plant, and equipment | 10,989 | ||||
Finite-lived Intangible Assets Acquired | $ 71,459 | ||||
Business Combination, Acquisition Related Costs | $ 2,700 | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 16 years 4 months | ||||
Deferred income taxes | $ 28,600 | ||||
Goodwill | 84,100 | ||||
Davis Supply Inc. [Member] | |||||
Business Acquisition [Line Items] | |||||
Payments to Acquire Businesses, Gross | $ 4,500 | ||||
Business Acquisition, Revenue Reported by Acquired Entity for Last Annual Period | $ 5,000 | ||||
Property, plant, and equipment | 78 | ||||
Customer Relationships [Member] | Stauber Performance Ingredients [Member] | |||||
Business Acquisition [Line Items] | |||||
Finite-lived Intangible Assets Acquired | $ 66,000 | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 17 years | ||||
Customer Relationships [Member] | Davis Supply Inc. [Member] | |||||
Business Acquisition [Line Items] | |||||
Finite-lived Intangible Assets Acquired | $ 2,400 | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 20 years | ||||
Noncompete Agreements [Member] | Stauber Performance Ingredients [Member] | |||||
Business Acquisition [Line Items] | |||||
Finite-lived Intangible Assets Acquired | $ 1,300 | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 3 years 3 months | ||||
Noncompete Agreements [Member] | Davis Supply Inc. [Member] | |||||
Business Acquisition [Line Items] | |||||
Finite-lived Intangible Assets Acquired | $ 100 | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 5 years | ||||
Order or Production Backlog [Member] | Stauber Performance Ingredients [Member] | |||||
Business Acquisition [Line Items] | |||||
Finite-lived Intangible Assets Acquired | $ 100 | ||||
Trade Names [Member] | Stauber Performance Ingredients [Member] | |||||
Business Acquisition [Line Items] | |||||
Finite-lived Intangible Assets Acquired | $ 4,000 | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | ||||
Pro Forma [Member] | Stauber Performance Ingredients [Member] | |||||
Business Acquisition [Line Items] | |||||
Nonoperating Income (Expense) | $ 900 | ||||
Income (Loss) from Extraordinary Items, before Tax, Per Diluted Share | $ 0.05 |
Derivative Instruments (Details
Derivative Instruments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Dec. 27, 2015 | Jan. 01, 2017 | Dec. 27, 2015 | |
Derivative [Line Items] | |||
Unrealized Gain (Loss) on Cash Flow Hedging Instruments | $ 0 | $ 0 | |
Interest Rate Swap [Member] | |||
Derivative [Line Items] | |||
Unrealized Gain (Loss) on Cash Flow Hedging Instruments | 0 | $ 300 | 0 |
Cash Flow Hedge Derivative Instrument Assets at Fair Value | $ 0 | 500 | $ 0 |
Debt Instrument, Redemption, Period One [Member] | Interest Rate Swap [Member] | |||
Derivative [Line Items] | |||
Derivative, Notional Amount | 40,000 | ||
Debt Instrument, Redemption, Period Two [Member] | Interest Rate Swap [Member] | |||
Derivative [Line Items] | |||
Derivative, Notional Amount | 30,000 | ||
Debt Instrument, Redemption, Period Three [Member] | Interest Rate Swap [Member] | |||
Derivative [Line Items] | |||
Derivative, Notional Amount | $ 20,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Interest Rate Swap [Member] - USD ($) | Jan. 01, 2017 | Apr. 03, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure, Recurring | $ 461,000 | $ 0 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure, Recurring | 0 | |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure, Recurring | 461,000 | |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure, Recurring | $ 0 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Jan. 01, 2017 | Apr. 03, 2016 |
Summary of Inventories | ||
Inventory (FIFO basis) | $ 53,644 | $ 51,857 |
LIFO reserve | (3,388) | (4,138) |
Net inventory | $ 50,256 | $ 47,719 |
Inventories (Details Textual)
Inventories (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jan. 01, 2017 | Dec. 27, 2015 | Jan. 01, 2017 | Dec. 27, 2015 | Apr. 03, 2016 | |
Inventory Disclosure [Abstract] | |||||
Finished goods (LIFO basis) | $ 38,300 | $ 38,300 | $ 36,500 | ||
Increase (decrease) in LIFO reserve | $ (400) | $ 0 | $ (800) | $ 0 |
Goodwill and Intangible Asset38
Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | Jan. 01, 2017 | Apr. 03, 2016 |
Summary of Finite-Lived Intangible Assets [Line Items] | ||
Finite-life intangible assets, Gross Carrying Amount | $ 88,076 | $ 88,077 |
Finite-life intangible assets, Accumulated Amortization | (10,933) | (6,370) |
Total finite-life intangible assets, Net | 77,143 | 81,707 |
Indefinite-life intangible assets gross | 1,227 | 1,227 |
Indefinite-life intangible assets, Accumulated Amortization | 0 | 0 |
Indefinite-life intangible assets | 1,227 | 1,227 |
Total Intangible Assets, Gross | 89,303 | 89,304 |
Total intangible assets, net | 78,370 | 82,934 |
Customer Relationships [Member] | ||
Summary of Finite-Lived Intangible Assets [Line Items] | ||
Finite-life intangible assets, Gross Carrying Amount | 78,383 | 78,384 |
Finite-life intangible assets, Accumulated Amortization | (6,688) | (3,289) |
Total finite-life intangible assets, Net | 71,695 | 75,095 |
Trademarks [Member] | ||
Summary of Finite-Lived Intangible Assets [Line Items] | ||
Finite-life intangible assets, Gross Carrying Amount | 6,045 | 6,045 |
Finite-life intangible assets, Accumulated Amortization | (1,639) | (1,090) |
Total finite-life intangible assets, Net | 4,406 | 4,955 |
Other finite-life intangible assets [Member] | ||
Summary of Finite-Lived Intangible Assets [Line Items] | ||
Finite-life intangible assets, Gross Carrying Amount | 3,648 | 3,648 |
Finite-life intangible assets, Accumulated Amortization | (2,606) | (1,991) |
Total finite-life intangible assets, Net | $ 1,042 | $ 1,657 |
Goodwill and Intangible Asset39
Goodwill and Intangible Assets (Details Textual) - USD ($) $ in Thousands | Jan. 01, 2017 | Apr. 03, 2016 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill | $ 97,556 | $ 97,724 |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | Jan. 01, 2017 | Apr. 03, 2016 |
Debt Instrument [Line Items] | ||
Long-term Debt | $ 113,000 | $ 129,750 |
Less: unamortized debt issuance costs | (544) | (645) |
Less: current portion of long-term debt | (7,364) | (5,489) |
Total long-term debt | 105,092 | 123,616 |
Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 95,000 | 98,750 |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt | $ 18,000 | $ 31,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Dec. 27, 2015 | Jan. 01, 2017 | Dec. 27, 2015 | Apr. 03, 2016 | |
Income Tax [Abstract] | ||||
Effective Income Tax Rate Reconciliation, Percent | 37.30% | 40.20% | ||
Unrecognized Tax Benefits | $ 0.8 | $ 1.9 | ||
Business Combination, Indemnification Assets, Amount as of Acquisition Date | 0.8 | 1.9 | ||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | $ 0.1 | $ 0.3 | ||
Other Tax Expense (Benefit) | $ 0.5 | |||
Acquisition Costs, Period Cost | 1.3 | |||
Income Tax Examination, Estimate of Possible Loss | $ 0.2 |
Share Based Compensation (Detai
Share Based Compensation (Details) - Performance-Based Restricted Stock [Member] | 9 Months Ended |
Jan. 01, 2017$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Unvested at beginning of period (Shares) | shares | 37,309 |
Granted (Shares) | shares | 28,853 |
Unvested at end of period (Shares) | shares | 66,162 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | |
Beginning Balance, Weighted average grant date fair value (usd per share) | $ / shares | $ 40.89 |
Granted, Weighted average grant date fair value (usd per share) | $ / shares | 43.10 |
Ending Balance, Weighted average grant date fair value (usd per share) | $ / shares | $ 41.85 |
Share Based Compensation (Det43
Share Based Compensation (Details Textual) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jan. 01, 2017 | Dec. 27, 2015 | Jan. 01, 2017 | Dec. 27, 2015 | |
Performance-Based Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | $ 0.4 | $ 0.3 | $ 1.1 | $ 0.9 |
Range of restricted stock to be issued minimum (shares) | 0 | |||
Range of restricted stock to be issued maximum (shares) | 54,028 | |||
Vesting period | 2 years | |||
Restricted Stock Awards [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | $ 0.1 | $ 0.1 | $ 0.2 | $ 0.2 |
Vesting period | 1 year | |||
Restricted stock awards outstanding (shares) | 8,092 | 8,092 | ||
Restricted stock awards, weighted average exercise price (usd per share) | $ 43.24 | $ 43.24 |
Share Repurchase Program (Detai
Share Repurchase Program (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Jan. 01, 2017 | Dec. 27, 2015 | Mar. 29, 2015 | |
Share Repurchase Program [Abstract] | |||
Stock Repurchase Program, Number of Shares Authorized to be Repurchased | 300,000 | ||
Stock Repurchased During Period, Shares | 0 | 127,852 | |
Stock Repurchased During Period, Value | $ 4.8 | ||
Stock Repurchase Program, Remaining Number of Shares Authorized to be Repurchased | 112,546 |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jan. 01, 2017 | Dec. 27, 2015 | Jan. 01, 2017 | Dec. 27, 2015 | |
Segment Reporting Information [Line Items] | ||||
Sales | $ 112,351 | $ 88,375 | $ 364,975 | $ 284,463 |
Gross profit | 20,912 | 14,709 | 76,160 | 55,255 |
Selling, general, and administrative expenses | 14,916 | 12,825 | 44,913 | 33,019 |
Operating income | 5,996 | 1,884 | 31,247 | 22,236 |
Industrial [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Sales | 57,083 | 59,326 | 176,717 | 185,260 |
Gross profit | 8,371 | 7,474 | 28,978 | 27,372 |
Selling, general, and administrative expenses | 5,467 | 5,421 | 16,254 | 16,061 |
Operating income | 2,904 | 2,053 | 12,724 | 11,311 |
Water Treatment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Sales | 28,098 | 29,049 | 100,590 | 99,203 |
Gross profit | 7,242 | 7,235 | 28,943 | 27,883 |
Selling, general, and administrative expenses | 4,808 | 4,714 | 14,825 | 14,268 |
Operating income | 2,434 | 2,521 | 14,118 | 13,615 |
Health and Nutrition [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Sales | 27,170 | 0 | 87,668 | 0 |
Gross profit | 5,299 | 0 | 18,239 | 0 |
Selling, general, and administrative expenses | 4,641 | 2,690 | 13,834 | 2,690 |
Operating income | $ 658 | $ (2,690) | $ 4,405 | $ (2,690) |
Segment Information (Details Te
Segment Information (Details Textual) $ in Thousands | 3 Months Ended | 9 Months Ended |
Jan. 01, 2017USD ($) | Jan. 01, 2017USD ($)SegmentCustomer | |
Segment Reporting Information [Line Items] | ||
Number of reportable segments (segments) | Segment | 3 | |
Intersegment sales | $ 0 | |
Number of operating segments aggregated (segments) | Segment | 0 | |
Number of customer representing 10 percent or more of revenue (customers) | Customer | 0 | |
Scenario, Actual [Member] | Health and Nutrition [Member] | ||
Segment Reporting Information [Line Items] | ||
Corporate expenses allocated to segments | $ 500 | $ 1,500 |
Scenario, Plan [Member] | Industrial [Member] | ||
Segment Reporting Information [Line Items] | ||
Corporate expenses allocated to segments | 300 | 900 |
Scenario, Plan [Member] | Water Treatment [Member] | ||
Segment Reporting Information [Line Items] | ||
Corporate expenses allocated to segments | $ 200 | $ 600 |