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| KMGB > SEC Filings for KMGB > Form 10-K on 15-Oct-2009 | All Recent SEC Filings |
15-Oct-2009
Annual Report
• raw material pricing and availability;
• our ability to acquire and integrate new products and businesses; and
• the difference between prices received by us for our specialty chemical products and the costs to produce those products.
Acquisitions
A key element of our business strategy is to acquire businesses and assets that
operate in segments of the specialty chemical industry exhibiting those
characteristics we believe provide us with opportunities to grow our company in
a manner that increases shareholder value. The acquisitions we have completed
since fiscal year 2004 are summarized below.
In December 2007, we acquired the high-purity process chemicals business of Air
Products. That business sells high purity wet process chemicals to the
semiconductor industry. The chemicals are used primarily to clean and etch
silicon wafers in the production of semiconductors. Our purchase of this
electronic chemicals business included two facilities, accounts receivable,
inventory, and intangible assets. The cost of the acquisition was approximately
$75.7 million, which included $25.8 million for working capital.
In February 2006, we purchased an animal health pesticides business of
Boehringer Ingelheim. We purchased one production facility, pesticide
registrations for products used on cattle, swine, poultry and livestock premises
and inventory. The pesticides registrations acquired in the transaction were for
the United States, Canada, Australia, Mexico and several other countries in
Latin America. These products complemented our existing animal health pesticides
registrations, and included a leading brand of insecticidal ear tags for cattle
and several liquid and dust formulations for livestock and their premises. The
purchase price was approximately $8.9 million, including $2.7 million of
inventory.
In June 2005, we purchased certain penta assets from Basic Chemicals Company,
LLC, a wholly-owned subsidiary of Occidental Chemical. We purchased product
registrations and data, manufacturing equipment and certain other assets. The
product registrations we acquired in the transaction were for the United States
and Canada. Following this acquisition, we became the sole producer and
registration holder for penta in North America. The purchase price was
$13.4 million.
In fiscal year 2004, we made three acquisitions with an aggregate purchase price
of approximately $11.6 million. In December 2003, we purchased penta
distribution assets from Wood Protection Products, Inc., including distribution
and plant equipment, inventory and penta product registrations. In June 2004, we
purchased creosote product registrations from Trenton Sales. In connection with
our purchase, we entered into a long term supply agreement with Lufkin
Creosoting Co., an affiliate of Trenton Sales, under which we sell Lufkin
Creosoting its creosote requirements for its wood treating operations. Also in
June 2004, we expanded our animal health product line by purchasing the Ravap
trade name and inventory from Boehringer Ingelheim.
Results of Operations
Segment Data
Segment data is presented for our five segments for the three fiscal years ended
July 31, 2009, 2008 and 2007. You should read the foregoing segment data in
conjunction with our consolidated financial statements and related notes thereto
included elsewhere in this report. The information for the fiscal year ended
July 31, 2007 has been revised to reflect the discontinuation of the
agricultural chemicals segment as discussed in note 5 to our consolidated
financial statements.
Year Ended July 31,
2009 2008 2007
(Amounts in thousands)
Sales:
Electronic Chemicals - North America $ 69,701 $ 47,645 $ -
Electronic Chemicals - International 16,123 13,524 -
Penta 26,189 26,366 28,377
Creosote 67,776 55,207 43,645
Animal Health 10,931 11,652 14,149
Total sales for reportable segments $ 190,720 $ 154,394 $ 86,171
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Segment Sales
We operate the electronic chemicals business as two segments, one segment for
North America and one for the international portion of the business. In fiscal
year 2009, net sales from the North America segment increased by $22.1 million,
or 46.3%, to $69.7 million from $47.6 million in fiscal year 2008. The
international segment increased net sales by $2.6 million, or 19.2%, to
$16.1 million from $13.5 million in the prior year. The prior year comparison is
skewed by the fact that we owned the two electronic chemicals segments for only
seven months in fiscal year 2008. The economic downturn caused demand for
electronic chemicals for the semiconductor industry to soften beginning in the
second quarter of fiscal year 2009, and demand decreased by approximately 28.0%
over the last half of the year as compared to fiscal year 2008. Although demand
appears to have improved toward the end of the fiscal year, we are continuing to
experience weakness in demand in both segments, particularly in our
international segment.
Penta segment net sales were essentially flat in fiscal year 2009 at
$26.2 million as compared to $26.4 million for the prior year, but in fiscal
year 2008 penta net sales decreased by $2.0 million, or 7.1%, to $26.4 million
from $28.4 million in fiscal year 2007. Despite the recession, utility company
demand for poles treated with penta held steady in fiscal year 2009 as compared
to the prior year. In fiscal year 2008, however, penta sales decreased on
reduced sales of penta solutions when several customers switched to our penta
blocks, and because spending for maintenance of utility poles in the southeast
United States was at reduced levels.
Sales in the creosote segment increased $12.6 million, or 22.8%, to
$67.8 million in fiscal year 2009 as compared with fiscal year 2008, which came
after an increase in fiscal year 2008 over 2007 of $11.6 million, or 26.5%. Our
creosote revenues were higher in both fiscal years on price increases, as volume
was down about 4.1% in fiscal year 2009 and up only about 1.3% in fiscal year
2008. Demand for treated railroad crossties by major railroads, the principal
use for creosote, continued at approximately 20.0 million crossties per year,
near the upper end of the historic range.
Animal health pesticides segment sales decreased by $721,000, or 6.2%, to
$10.9 million in fiscal year 2009 as compared to fiscal year 2008. In fiscal
year 2008 animal health segment sales decreased $2.5 million, or 17.6%, to
$11.7 million. In fiscal year 2009 the recession held down purchases of our
animal health products, in both fiscal years 2009 and 2008 high costs for feed,
fuel, and fertilizer led our customers to economize by reducing ear tag
purchases. Sales also lagged in fiscal year 2008 because cooler than normal
weather reduced parasitic fly infestation, and because the distribution chain
had ended fiscal year 2007 with a substantial base inventory of ear tags. Sales
of our animal health products are seasonal, and occur primarily in the second
half of our fiscal year. Seasonal usage follows varying agricultural seasonal
patterns, weather conditions and weather related pressure from pests, and
customer marketing programs and requirements. The end users of some of our
products may, because of weather patterns, delay or intermittently curtail use
of some products, which may result in a reduction of our revenues and
profitability. The combined revenues from products subject to seasonal
variations represented about 5.7% of our total annual revenues in fiscal year
2009. Their peak selling season is during the last two quarters of the fiscal
year, and revenue and profit are concentrated in these periods.
Segment Income (Loss) from Operations
Income from operations of the electronic chemicals segment in North America was
$5.0 million in fiscal year 2009 and $3.3 million for the seven months we owned
the business in fiscal 2008. Our international electronic chemicals segment,
however, had a loss from operations of $1.3 million in fiscal year 2009 and a
loss of $1.2 million in fiscal year 2008. Both segments suffered in fiscal year
2009 from the effect of the world-wide recession, and our operations in Europe
were particularly affected. In fiscal year 2008, our electronic chemicals
international segment income was adversely affected by selling through the Air
Products distribution chain for much of the year. Fiscal year 2008 also saw
significant raw material price volatility, and we were not always able to
respond timely with increased prices, particularly in Europe. We also operated
the electronic chemicals business under a transition services agreement with Air
Products in fiscal year 2008 and for the first two months of fiscal year 2009.
Under that agreement, Air Products supplied certain supply chain, information
technology and accounting services for the business, while we developed the
infrastructure to integrate the new business into our operations. We estimated
that the transition services cost us approximately $175,000 per month more than
it would have cost us to provide those functions internally. During the first
two months of fiscal year 2009 we built and staffed our post-transition
infrastructure while at the same time purchasing transitional services from Air
Products. We believe that the redundant infrastructure added approximately
$600,000 of additional expense during fiscal year 2009. We additionally incurred
consulting costs associated with the integration of the business of
approximately $434,000 in fiscal year 2009 and $667,000 in fiscal year 2008.
In fiscal year 2009 income from operations of the penta segment increased
$2.7 million, or 43.8%, to $9.0 million, and in fiscal year 2008 it decreased
$2.9 million, or 31.3%, to $6.3 million. The increase in fiscal year 2009
resulted from a decrease in certain raw material costs of $1.6 million along
with a decrease in amortization expense of $1.1 million related to intangible
assets primarily from the fiscal year 2005 acquisition of certain penta assets.
Those intangible assets were fully amortized during fiscal year 2009. The
decline in fiscal year 2008 was mainly due to a 35.4% increase in the cost of a
petroleum-based raw material combined with a 7.1% decline in penta net sales.
Creosote segment income increased $6.5 million in fiscal year 2009 to
$15.6 million, a 71.2% increase, and increased $278,000 in fiscal year 2008 to
$9.1 million, a 3.1% increase. Higher creosote prices contributed to the
increases in each year. Additionally, improved pricing on our imported creosote,
and a greater proportion of imported creosote in our sales mix during the second
half of fiscal year 2009, improved segment income.
Animal health pesticides segment income from operations decreased $616,000, or
75.5%, in fiscal year 2009 to $200,000, and decreased $2.1 million, or 72.1%, in
fiscal year 2008 to $816,000. The reduction in income from operations for the
animal health pesticides segment in each year largely hinged on the sales volume
decline, primarily because of lower sales of our ear tags in response to the
recession.
Net Sales and Gross Profit
Net Sales and Gross Profit for Fiscal Year 2009 vs. Fiscal Year 2008.
Net sales increased $36.3 million, or 23.5%, in fiscal year 2009 to
$190.7 million from $154.4 million in fiscal year 2008. The increase was
composed of increased sales from our two electronic chemicals segments of a
combined $24.7 million, and an increase of $12.6 million in sales from our
creosote segment. We acquired our electronic chemicals business in
December 2007.
Gross profit increased in fiscal year 2009 by $17.3 million, or 37.0%, to
$64.2 million as compared to gross profit of $46.8 million in fiscal year 2008.
Gross profit as a percent of sales improved in fiscal year 2009 to 33.6% of
sales as compared to 30.3% of sales in fiscal year 2008.
Our electronic chemicals business contributed to higher gross profit in fiscal
year 2009 due to price increases and cost initiatives implemented since the
business was acquired. We also realized improved margins in our penta and
creosote segments as compared to fiscal year 2008 because of a reduction in the
cost of the chlorine and solvent raw materials used to make our penta products,
and because of improved pricing for creosote.
Because other companies may include certain of the costs that we record in cost
of sales in selling, general and administrative expenses, and may include
certain of the costs that we record in selling, general and administrative
expenses as cost of sales, our gross profit may not be comparable to that
reported by other companies.
Net Sales and Gross Profit for Fiscal Year 2008 vs. Fiscal Year 2007.
Net sales increased $68.2 million, or 79.2%, in fiscal year 2008 to
$154.4 million from $86.2 million in fiscal year 2007. The increase was
attributable to the addition of the electronic chemicals business and improved
creosote pricing. For fiscal year 2008, $47.6 million of improved net sales came
from the electronic chemicals North America segment, $13.5 million came from the
international segment, and $11.6 million came from the creosote segment. On the
other hand, penta segment net sales revenue declined $2.0 million and animal
health net sales revenue declined $2.5 million, reductions of 7.1% and 17.6%,
respectively.
Gross profit increased in fiscal year 2008 by $16.4 million, or 53.9%, to
$46.8 million as compared to gross profit of $30.4 million in fiscal year 2007.
Gross profit as a percent of sales declined in fiscal year 2008 to 30.3% of
sales as compared to 35.3% of sales in fiscal year 2007. Price increases in
electronic chemicals were implemented after we acquired the business in
December 2007. However, margins for these products for fiscal year 2008 were
lower than margins we have been able to achieve over time on some of our wood
preserving and animal health products. Our creosote segment gross profit
improved by $700,000 in fiscal year 2008, but our penta segment and animal
health segments both declined significantly as compared to fiscal year 2007. The
penta segment gross profit decreased by $2.5 million, and the animal health
segment decreased by $2.0 million.
Margins were impacted in fiscal year 2008 by the high costs of raw materials
used to produce our products. In electronic chemicals, raw material price
increases beginning in January 2008 in phosphoric acid, sulfuric acid and
isopropyl alcohol put serious pressure on product pricing. Penta raw material
costs for chlorine and phenol remained at high levels in fiscal year 2008 and
the cost of solvent used for penta solutions increased approximately 35.4% over
fiscal year 2007.
Selling, General and Administrative Expenses
SG&A for Fiscal Year 2009 vs. Fiscal Year 2008.
Selling, general and administrative expenses increased to $43.3 million in
fiscal year 2009 from $35.3 million in fiscal year 2008, an increase of
$8.0 million, or 22.6%. Those expenses were 22.7% of net sales in fiscal year
2009 and 22.9% in the prior year. Increased selling, general and administrative
expenses in our electronic chemicals North America and international segments,
of $6.4 million and $2.5 million, respectively, contributed to the higher
expense in fiscal year 2009. The prior year comparison is skewed by the fact
that we owned the two electronic chemicals segments for only seven months in
fiscal year 2008. Corporate expenses not directly identified with a particular
segment increased $873,000 to $7.7 million in fiscal year 2009 from $6.8 million
in fiscal year 2008. The increase was primarily because of increased employee
related costs.
Our distribution expenses, which are included as a sales expense, increased by
$5.4 million to $20.6 million in fiscal year 2009 as compared with $15.2 million
in fiscal year 2008. In our wood treating and animal health segments,
distribution expense only represents 2.8% of their aggregate net sales, or $2.9
million in fiscal year 2009. However, distribution expense for the electronic
chemicals business was 20.7% of that business's fiscal 2009 revenue, which was
an increase in distribution expense of $6.2 million in fiscal year 2009 over
that expense for the seven months we owned that business in fiscal 2008. While
we incurred no distribution expense associated with electronic chemicals during
the first five months of fiscal 2008 before we owned the business, we incurred
$8.8 million of distribution expense during the first five months of fiscal 2009
associated with that business.
Administrative expenses include the amortization of intangible assets. Starting
January 2009, certain amortization expenses associated with an earlier
acquisition in the Penta segment ceased as that asset was fully amortized. As a
result, amortization expense for fiscal 2009 was approximately $1.1 million less
than fiscal 2008. Also, amortization expense associated with those same assets
will decrease by approximately $800,000 in fiscal 2010 versus fiscal 2009.
Also included in sales, general and administrative expenses for fiscal 2009 was
approximately $1.0 million of non-recurring costs associated with the transition
and integration of the acquired electronic chemicals business. Those costs were
predominantly incurred in the first fiscal quarter of fiscal year 2009.
SG&A for Fiscal Year 2008 vs. Fiscal Year 2007.
Selling, general and administrative expenses increased to $35.3 million in
fiscal year 2008 from $15.3 million in fiscal year 2007, an increase of
$20.0 million, or 130.7%. Selling, general and administrative expenses were
22.9% of net sales in fiscal year 2008 and 17.8% in the prior year. Of the
increase in fiscal year 2008, $17.4 million was attributable to the addition of
the electronic chemicals North America and international segments. Corporate
expense not directly identified with a particular business segment increased to
$6.8 million in fiscal year 2008 from $5.8 million in fiscal year 2007. The
increase in other corporate expense in fiscal year 2008 was primarily because of
increased expense for legal and professional services of $646,000, including
accounting expense, and $177,000 in increased employee related costs.
Selling, general and administrative expenses included charges for transitional
services provided by Air Products and approximately $667,000 for consultants
assisting with the integration of the electronic chemicals business. Although
approximately 60% of transitional services were costs from third parties
allocated to us by Air Products, about $3.7 million were allocated to us in
fiscal year 2008 for Air Products' internal costs, including corporate overhead.
Selling, general and administrative expenses attributable to our wood preserving
chemicals and animal health segments increased in fiscal 2008 over the prior
fiscal year by $2.6 million in the aggregate. We had increases in supply chain
costs of approximately $477,000 primarily related to our creosote segment,
increased expenses for new product research and for employee, marketing and
advertising expenses for animal health of approximately $746,000, increased
legal and regulatory expenses of approximately $605,000, and increased
headquarters administrative expenses of $700,000. Supply chain increases
consisted of rail car maintenance and creosote storage facility costs. Legal
expenses increased because of higher litigation expense and added regulatory
personnel. Headquarters administrative costs increased because of higher costs
generally, higher auditing costs and because of Sarbanes-Oxley compliance costs.
We incurred $466,000 of expense in fiscal year 2008 for additional auditing and
third-party consulting in connection with our first year of assessing internal
control over financial reporting under Sarbanes-Oxley.
Interest Expense
Interest expense was $3.0 million in fiscal year 2009 compared with $2.7 million
in fiscal year 2008 and $945,000 in fiscal year 2007. The year-over-year
increase was due to increased borrowings to complete our acquisition of the
electronic chemicals business in December 2007.
Income Taxes
We had income tax expense of $7.2 million, $3.6 million and $5.6 million in
fiscal years 2009, 2008 and 2007, respectively. Our effective tax rate was 41.5%
in fiscal year 2009, 38.8% in fiscal year 2008 and 37.7% in fiscal year 2007. In
fiscal year 2009, the effective tax rate varied from the statutory rate
primarily due to the recognition of a valuation allowance in connection with our
deferred tax asset and foreign exchange losses relating to our electronic
chemicals international segment.
Liquidity and Capital Resources
Cash Flows
Net cash provided by operating activities was $26.5 million in fiscal year 2009
as compared with $15.7 million in fiscal year 2008 and $9.0 million in fiscal
year 2007.
In fiscal year 2009, net income adjusted for depreciation and amortization
increased cash by $16.5 million. We realized an additional increase in cash of
$16.5 million resulting from a reduction in trade accounts receivables from
collections of amounts obtained in our acquisition of the electronic chemicals
business. Cash was unfavorably impacted from increased inventories of
$3.4 million and a decrease in accounts payable of $6.0 million. The increase in
inventory was primarily made up of an increase of $2.4 million in creosote
inventory, due to timing of inventory purchases, and an increase of $2.3 million
in inventory for our electronic chemicals North America segment as sales
declined in the recession. That increased inventory was offset by a decrease of
$620,000 in our electronic chemicals international segment. The decrease in
accounts payable was related to both of our electronic chemicals segments.
In fiscal year 2008, net income added $5.4 million to net cash provided by
operations. However, substantial net cash from operations was used in the year
as accounts receivable increased by $13.7 million. Accounts receivable increased
during fiscal year 2008 from sales in our electronic chemicals segments and due
to the transitional services provided by Air Products. Accounts receivable owed
to us by Air Products was approximately $10.1 million, which primarily
represented amounts owed to us for customer payment to the Air Products lock box
account. Inventories, net of the effect of $12.4 million of acquired electronic
chemicals inventory, declined by $1.0 million in fiscal year 2008, or 7.5%,
because inventory from discontinued operations was sold. Accounts payable
increased in fiscal year 2008 by $14.8 million, $13.8 million of which was from
increased payables in our electronic chemicals business which include $10.4
million payable to Air Products primarily for amounts paid to vendors on our
behalf. Accrued liabilities increased in fiscal year 2008 by $3.9 million,
primarily because of liabilities pertaining to the electronic chemicals business
increased by $1.9 million, net of accrued liabilities acquired in the purchase
of that business.
In fiscal year 2007, net income increased cash by $8.8 million, but that was
offset in the year by an increase in accounts receivable of $3.8 million. The
increase in net income was primarily a result of higher sales revenue.
Inventories increased in fiscal year 2007 by $3.1 million, due to increases in
animal health inventory necessary to support higher sales volume and to higher
than normal creosote inventory.
Net cash used in investing activities was $6.3 million in fiscal year 2009,
$75.5 million in fiscal year 2008 and $802,000 in fiscal year 2007. In fiscal
year 2009 we made additions to property, plant and equipment of $3.0 million,
mainly comprised of $1.8 million in capital expenditures for our electronic
chemicals business for shipping containers and other equipment, and $496,000 for
the purchase of additional land adjacent to our facility in Matamoros. We also
spent $2.9 million in fiscal year 2009 to purchase inventory and accounts
receivable pertaining to our electronic chemicals acquisition. In fiscal year
2008, we used approximately $72.5 million for the electronic chemicals business
acquisition, and another $2.7 million for capital expenditures. About
$1.8 million of the additions to property, plant and equipment in fiscal year
2008 were in the electronic chemicals segment for totes for large quantity
product deliveries, for a project to improve our sewer system at our facility in
Milan, Italy, and for normal facility improvements in Pueblo, Colorado and
Milan. Otherwise in fiscal year 2008, we added to property plant and equipment
consistent with normal practices. In fiscal year 2007, $581,000 of net cash from
investing activities was used for additions to property and plant, primarily in
Matamoros, Mexico, and Tuscaloosa, Alabama.
In fiscal year 2009, net cash used in financing activities was $15.4 million
which included principal payments of $9.5 million on our long term borrowings
and net payments on our revolving line of $5.2 million. The payments on our long
term borrowings included $5.5 million of indebtedness incurred with the purchase
of the electronic chemicals business and $4.0 million used to pay the principal
outstanding on seller-financed indebtedness incurred with we purchased certain
penta assets in fiscal year 2006. We repaid that indebtedness in full in
October 2008 from available cash. In fiscal year 2008, net cash provided by
financing activities was $46.4 million. We borrowed $64.0 million to finance the
acquisition of the electronic chemicals business and refinance existing bank
debt at the end of December 2007. That amount consisted of $55.0 million
borrowed on our term loans and $9.0 million borrowed on our revolving facility.
In connection with the new financing, we paid $466,000 of deferred financing
costs. In fiscal year 2008, we made principal payments of $13.3 million on our
borrowings under our term loans, $7.4 million of which paid our then outstanding
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