STARRETT L S CO - Quarter Report: 2015 December (Form 10-Q)

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		December 31, 2015 (unaudited)				June 30, 2015
ASSETS
Current assets:
Cash		$	18,380			$	11,108
Short-term investments			-				7,855
Accounts receivable (less allowance for doubtful accounts of $698 and $612, respectively)			31,204				40,311
Inventories			58,262				63,003
Current deferred income tax assets			4,143				4,554
Prepaid expenses and other current assets			6,200				6,582
Total current assets			118,189				133,413
Property, plant and equipment, net			42,940				44,413
Income taxes receivable			3,103				3,383
Deferred income tax assets, net of current portion			18,782				18,803
Intangible assets, net			6,783				7,125
Goodwill			3,034				3,034
Other assets			2,170				2,101
Total assets		$	195,001			$	212,272
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Notes payable and current maturities of long-term debt		$	1,516			$	1,552
Accounts payable			8,148				9,471
Accrued expenses			5,876				7,011
Accrued compensation			3,479				5,565
Total current liabilities			19,019				23,599
Long-term debt, net of current portion			17,889				18,552
Other income tax obligations			4,680				4,607
Deferred income tax liabilities			1,489				1,548
Postretirement benefit and pension obligations			48,152				49,536
Total liabilities			91,229				97,842
Stockholders' equity:
Class A Common stock $1 par (20,000,000 shares authorized; 6,239,083 outstanding at December 31, 2015 and 6,223,558 outstanding at June 30, 2015)			6,239				6,224
Class B Common stock $1 par (10,000,000 shares authorized; 780,474 outstanding at December 31, 2015 and 789,069 outstanding at June 30, 2015)			780				789
Additional paid-in capital			55,010				54,869
Retained earnings			97,037				98,164
Accumulated other comprehensive loss			(55,294	)			(45,616	)
Total stockholders' equity			103,772				114,430
Total liabilities and stockholders’ equity		$	195,001			$	212,272

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		3 Months Ended								6 Months Ended
		12/31/2015				12/31/2014				12/31/2015				12/31/2014
Net sales		$	53,671			$	63,821			$	104,709			$	123,993
Cost of goods sold			37,672				41,657				72,858				82,686
Gross margin			15,999				22,164				31,851				41,307
% of Net sales			29.8	%			34.7	%			30.4	%			33.3	%
Selling, general and administrative expenses			14,796				18,461				30,469				36,538
Operating income			1,203				3,703				1,382				4,769
Other income (expense)			(211	)			620				92				1,295
Income before income taxes			992				4,323				1,474				6,064
Income tax expense			534				1,876				1,194				2,694
Net income		$	458			$	2,447			$	280			$	3,370
Basic and diluted income per share		$	0.07			$	0.35			$	0.04			$	0.48
Weighted average outstanding shares used in per share calculations:
Basic			7,022				6,974				7,018				6,970
Diluted			7,043				7,012				7,050				7,010
Dividends per share		$	0.10			$	0.10			$	0.20			$	0.20

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		3 Months Ended								6 Months Ended
		12/31/2015				12/31/2014				12/31/2015				12/31/2014
Net income		$	458			$	2,447			$	280			$	3,370
Other comprehensive income (loss):
Translation gain (loss)			102				(4,820	)			(9,678	)			(11,768	)
Pension and postretirement plans, net of tax of $0,$0,$0 and $22 respectively			-				-				-				(22	)
Other comprehensive income (loss)			102				(4,820	)			(9,678	)			(11,790	)
Total comprehensive income (loss)		$	560			$	(2,373	)		$	(9,398	)		$	(8,420	)

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		Common Stock Outstanding								Addi- tional Paid-in				Retained				Accumulated Other Com-prehensive
		Class A				Class B				Capital				Earnings				Loss				Total
Balance June 30, 2015		$	6,224			$	789			$	54,869			$	98,164			$	(45,616	)		$	114,430
Total comprehensive income (loss)			-				-				-				280				(9,678	)			(9,398	)
Dividends ($0.20 per share)			-				-				-				(1,407	)			-				(1,407	)
Repurchase of shares			(22	)			(3	)			(272	)			-				-				(297	)
Issuance of stock			22				9				341				-				-				372
Stock-based compensation			-				-				72				-				-				72
Conversion			15				(15	)			-				-				-				-
Balance December 31, 2015		$	6,239			$	780			$	55,010			$	97,037			$	(55,294	)		$	103,772
Accumulated balance consists of:
Translation loss																		$	(46,978	)
Pension and postretirement plans, net of taxes																			(8,316	)
																		$	(55,294	)

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		6 Months Ended
		12/31/2015				12/31/2014
Cash flows from operating activities:
Net income		$	280			$	3,370
Non-cash operating activities:
Depreciation			3,052				3,959
Amortization			667				634
Stock-based compensation			227				211
Net long-term tax obligations			320				1,723
Deferred taxes			(1	)			1,301
Unrealized transaction gain			44				(6	)
Income on equity method investment			(73	)			(116	)
Working capital changes:
Accounts receivable			4,666				5,928
Inventories			(661	)			(6,158	)
Other current assets			(235	)			(1,468	)
Other current liabilities			(1,351	)			(2,986	)
Postretirement benefit and pension obligations			(677	)			(866	)
Other			(79	)			310
Net cash provided by operating activities			6,179				5,836
Cash flows from investing activities:
Additions to property, plant and equipment			(3,611	)			(2,768	)
Software development			(325	)			(300	)
Purchase of investments			-				(45	)
Proceeds from sale of investments			7,621				201
Net cash provided by (used in) investing activities			3,685				(2,912	)
Cash flows from financing activities:
Proceeds from short-term borrowings			-				921
Proceeds from long-term borrowings			750				-
Long-term debt repayments			(1,448	)			(767	)
Proceeds from common stock issued			217				256
Shares repurchased			(297	)			(33	)
Dividends paid			(1,407	)			(1,396	)
Net cash used in financing activities			(2,185	)			(1,019	)
Effect of exchange rate changes on cash			(407	)			(1,999	)
Net increase (decrease) in cash			7,272				(94	)
Cash, beginning of period			11,108				16,233
Cash, end of period		$	18,380			$	16,139
Supplemental cash flow information:
Interest paid		$	349			$	363
Income taxes paid, net			557				1,183

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Note 1:   Basis of Presentation and Summary of Significant Account Policies

 

The balance sheet as of June 30, 2015, which has been derived from audited financial statements, and the unaudited interim financial statements as of and for the three and six months ended December 31, 2015 and December 31, 2014, have been prepared by The L.S. Starrett Company (the “Company”) in accordance with accounting principles generally accepted in the United States of America for interim financial reporting.  Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for complete financial statements.  These unaudited financial statements, which, in the opinion of management, reflect all adjustments (including normal recurring adjustments) necessary for a fair presentation, should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2015.  Operating results are not necessarily indicative of the results that may be expected for any future interim period or for the entire fiscal year.

 

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make judgments, assumptions and estimates that affect amounts reported in the consolidated financial statements and accompanying notes.  Note 2 to the Company’s Consolidated Financial Statements included in the Annual Report on Form 10-K for the year ended June 30, 2015 describes the significant accounting policies and methods used in the preparation of the consolidated financial statements.

 

Note 2:   Recent Accounting Pronouncements

 

In May 2014, the FASB issued a new standard related to the “Revenue from Contracts with Customers” which amends the existing accounting standards for revenue recognition. The standard requires entities to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration the entity expects to be entitled to in exchange for those goods or services. This standard is applicable for fiscal years beginning after December 15, 2017 and for interim periods within those years and early adoption is not permitted. The Company expects to adopt this standard on July 1, 2018. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements.

 

Accounting Standards Update (ASU) 2015-11, "Inventory - Simplifying the Measurement of Inventory" requires companies to measure most inventory at the lower of cost or net realizable value, thereby simplifying the current guidance under which a company must measure inventory at the lower of cost or market. This Update eliminates the need to determine replacement cost and evaluate whether said cost is within a quantitative range. This Update also further aligns U.S. GAAP and international accounting standards. For public companies, the guidance in ASU 2015-11 is effective for annual periods beginning after December 15, 2016, and interim periods thereafter. Early adoption is permitted. Management does not expect ASU 2015-11 to have a material impact on the Company's financial statements and disclosures.

 

Accounting Standards Update 2015-17, “Balance Sheet Classification of Deferred Taxes” requires that companies classify all deferred taxes as non-current assets or liabilities. This change is applicable for fiscal years beginning after December 15, 2016 and for interim periods within those years. There is no impact to earnings as a result of this change; however, current assets will be reduced by the amount of the current deferred tax asset as that amount will be included with the long term deferred tax asset upon adoption of this ASU. 

 

Note 3:   Stock-based Compensation

 

On September 5, 2012, the Board of Directors adopted The L.S. Starrett Company 2012 Long Term Incentive Plan (the “2012 Stock Plan”). The 2012 stock plan was approved by shareholders on October 17, 2012. The 2012 Stock Plan permits the granting of the following types of awards to officers, other employees and non-employee directors: stock options; restricted stock awards; unrestricted stock awards; stock appreciation rights; stock units including restricted stock units; performance awards; cash-based awards; and awards other than previously described that are convertible or otherwise based on stock. The 2012 Stock Plan provides for the issuance of up to 500,000 shares of common stock. 

 

Options granted vest in periods ranging from one year to three years and expire ten years after the grant date. Restricted stock units (“RSU”) granted generally vest from one year to three years. Vested restricted stock units will be settled in shares of common stock. As of December 31, 2015, there were 20,000 stock options and 73,367 restricted stock units outstanding. In addition, there were 391,600 shares available for grant under the 2012 Stock Plan as of December 31, 2015.

 

For stock option grants the fair value of each grant is estimated at the date of grant using the Binomial Options pricing model. The Binomial Options pricing model utilizes assumptions related to stock volatility, the risk-free interest rate, the dividend yield, and employee exercise behavior. Expected volatilities utilized in the model are based on the historic volatility of the Company’s stock price. The risk free interest rate is derived from the U.S. Treasury Yield curve in effect at the time of the grant. The expected life is determined using the average of the vesting period and contractual term of the options (Simplified Method).

 

 

 

No stock options were granted during the six months ended December 31, 2015 and 2014.

 

The weighted average contractual term for stock options outstanding as of December 31, 2015 was 7 years.  The aggregate intrinsic value of stock options outstanding as of December 31, 2015 was $0.1 million. Stock options exercisable as of December 31, 2015 were 20,000.

 

The Company accounts for stock options and RSU awards by recognizing the expense of the grant date fair value ratably over vesting periods generally ranging from one year to three years. The related expense is included in selling, general and administrative expenses. 

 

There were 40,200 RSU awards with a fair value of $15.11 per RSU granted during the six months ended December 31, 2015. There were 9,067 RSUs settled during the six months ended December 31, 2015.  The aggregate intrinsic value of RSU awards outstanding as of December 31, 2015 was $1.2 million.  As of December 31, 2015 all vested awards had been issued and settled.

 

On February 5, 2013, the Board of Directors adopted The L.S. Starrett Company 2013 Employee Stock Ownership Plan (the “2013 ESOP”). The purpose of the plan is to supplement existing Company programs through an employer funded individual account plan dedicated to investment in common stock of the Company, thereby encouraging increased ownership of the Company while providing an additional source of retirement income.  The plan is intended as an employee stock ownership plan within the meaning of Section 4975 (e) (7) of the Internal Revenue Code of 1986, as amended. U.S. employees who have completed a year of service are eligible to participate.

 

Compensation expense related to all stock based plans for the six month periods ended December 31, 2015 and 2014 was $0.2 million and $0.1 million, respectively.  As of December 31, 2015, there was $1.1 million of total unrecognized compensation costs related to outstanding stock-based compensation arrangements. Of this cost $0.7 million relates to performance based RSU grants that are not expected to be awarded. The remaining $0.4 million is expected to be recognized over a weighted average period of 2.2 years.

 

Note 4:   Inventories

 

Inventories consist of the following (in thousands):

 

 

LIFO inventories were $12.5 million and $14.6 million at December 31, 2015 and June 30, 2015, respectively, such amounts being approximately $28.5 million and $28.0 million, respectively, less than if determined on a FIFO basis.  The use of LIFO, as compared to FIFO, resulted in a $0.4 million increase in cost of sales for the six months ended December 31, 2015 compared to a $0.1 million decrease for the six months ended December 31, 2014.

 

Note 5:   Goodwill and Intangible Assets

 

The Company’s acquisition of Bytewise in 2011 gave rise to a goodwill asset balance. The Company performed a qualitative analysis in accordance with ASU 2011-08 for its October 1, 2015 annual assessment of goodwill (commonly referred to as “Step Zero”). From a qualitative perspective, in evaluating whether it is more likely than not that the fair value of the reporting unit exceeds its respective carrying amount, relevant events and circumstances were taken into account, with greater weight assigned to events and circumstances that most affect the fair value or the carrying amounts of its assets. Items that were considered included, but were not limited to, the following: macroeconomic conditions, industry and market conditions, cost factors, overall financial performance and changes in management or key personnel. After assessing these and other factors the Company determined that it was more likely than not that the fair value of the reporting unit exceeded its carrying amount as of October 1, 2015.

 

 

 

Amortizable intangible assets consist of the following (in thousands):

 

 

Amortizable intangible assets are being amortized on a straight-line basis over the period of expected economic benefit.

 

The estimated useful lives of the intangible assets subject to amortization are 14 years for trademarks and trade names, 8 years for non-compete agreements, 10 years for completed technology,  8 years for customer relationships and 5 years for software development.

 

The estimated aggregate amortization expense for the remainder of fiscal 2016 and for each of the next five years and thereafter, is as follows (in thousands):

 

 

Note 6:   Pension and Post-retirement Benefits

 

Net periodic benefit costs for the Company's defined benefit pension plans consist of the following (in thousands): 

 

   

Net periodic benefit costs for the Company's Postretirement Medical Plan consists of the following (in thousands): 

 

 

 

 

The Company’s pension plans use fair value as the market-related value of plan assets and recognize net actuarial gains or losses in excess of ten percent (10%) of the greater of the market-related value of plan assets or of the plans’ projected benefit obligation in net periodic (benefit) cost as of the plan measurement date, which is the same as the fiscal year end of the Company. Net actuarial gains or losses that are less than 10% of the thresholds noted above are accounted for as part of the accumulated other comprehensive loss.

 

Effective December 31, 2014, the Company terminated the eligibility of employees ages 55 - 64 years old to enter into the Post-retirement Medical Plan.

 

Note 7:   Debt

 

Debt, including capitalized lease obligations, is comprised of the following (in thousands):

 

 

The Company amended its Loan and Security Agreement, which includes a Line of Credit and a Term Loan, in January 2015 with changes that took effect on April 25, 2015.  Borrowings under the Line of Credit may not exceed $23.0 million.  The agreement expires on April 30, 2018 and has an interest rate of LIBOR plus 1.5%.  As of December 31, 2015, $9.4 million was outstanding on the Line of Credit.

 

The material financial covenants of the amended Loan and Security Agreement are: 1) funded debt to EBITDA, excluding non-cash and retirement benefit expenses (“maximum leverage”), not to exceed 2.25 to 1.2) annual capital expenditures not to exceed $15.0 million, 3) maintain a Debt Service Coverage Rate of a minimum of 1.25 to 1 and 4) maintain consolidated cash plus liquid investments of not less than $10.0 million at any time.  The Company was in compliance with all debt covenants as of December 31, 2015.

 

On November 22, 2011, in conjunction with the Bytewise acquisition, the Company entered into a $15.5 million term loan (the “Term Loan”) under the existing Loan and Security Agreement with TD Bank N.A.  The Term Loan is a ten year loan bearing a fixed interest rate of 4.5% and is payable in fixed monthly payments of principal and interest of $160,640.  The Term Loan, which had a balance of $10.0 million at December 31, 2015, is subject to the same financial covenants as the Loan and Security Agreement.

 

The effective interest rate on the Line of Credit under the Loan and Security Agreement for the six months ended December 31, 2015 and 2014 was 2.1% and 2.0%, respectively.  

 

Note 8:   Income Taxes

 

The Company is subject to U.S. federal income taxes and various state, local and foreign income taxes in numerous jurisdictions.  The Company’s domestic and foreign tax liabilities are subject to the allocation of revenues and expenses in different jurisdictions and the timing of recognizing revenues and expenses.  Additionally, the amount of income taxes paid is subject to the Company’s interpretation of applicable tax laws in the jurisdictions in which it files.

 

The Company provides for income taxes on an interim basis based on an estimate of the effective tax rate for the year. This estimate is reassessed on a quarterly basis. Discrete tax items are accounted for in the quarterly period in which they occur.

 

The tax expense for the second quarter of fiscal 2016 was $534,000 on a profit before tax of $992,000 (an effective tax rate of 53.8%). The tax expense for the second quarter of fiscal 2015 was $1,876,000 on a profit before tax for the quarter of $4,323,000 (an effective tax rate of 43.4%). For the first half of fiscal 2016, tax expense was $1,194,000 on profit before tax of $1,474,000 (an effective tax rate of 81.0%) and for the first half of fiscal 2015, tax expense was $2,694,000 on profit before tax of $6,064,000 (tax rate of 44.4%). The tax rate is higher than the U.S. statutory rate primarily due to losses in foreign jurisdictions for which no tax benefit is recognized. In the first quarter of fiscal 2016, there was a discrete reduction to tax expense of $54,000 related to return to provision adjustments in the United Kingdom (UK). In addition, in the second quarter of fiscal 2016, there were discrete adjustments of an increase for interest on audit exposures of $46,000 and a decrease for return to provision adjustments in the U.S. of $146,000. In the first half of fiscal 2015, there was a discrete reduction to tax expense of $108,000 related to use of tax loss carryforwards and a reduction of the tax liability for audits related to the expiration of the statute of limitations; $33,000 of this was recorded in the second quarter of fiscal 2015.

 

 

U.S. Federal tax returns through fiscal 2011 are generally no longer subject to review by tax authorities; however, tax loss carryforwards from years before fiscal 2012 are still subject to adjustment. As of December 31, 2015, the Company has resolved all open income tax audits and there were no other local or federal income tax audits in progress. In international jurisdictions including Australia, Brazil, Canada, China, Germany, Mexico, New Zealand, Singapore and the UK, which comprise a significant portion of the Company’s operations, the years that may be examined vary by country. The Company’s most significant foreign subsidiary in Brazil is subject to audit for the calendar years 2010 – 2014. During the next twelve months, it is possible that the Company will recognize a reduction of $0.4 million in its long term tax obligations due to the lapse of the applicable statute of limitations.

 

Accounting for income taxes requires estimates of future benefits and tax liabilities. Due to the temporary differences in the timing of recognition of items included in income for accounting and tax purposes, deferred tax assets or liabilities are recorded to reflect the impact arising from these differences on future tax payments. With respect to recorded deferred tax assets, the Company assesses the likelihood that the asset will be realized by addressing the positive and negative evidence to determine whether realization is more likely than not to occur. If realization is in doubt because of uncertainty regarding future profitability, the Company provides a valuation allowance related to the asset to the extent that it is more likely than not that the deferred tax asset will not be realized. Should any significant changes in the tax law or the estimate of the necessary valuation allowance occur, the Company would record the impact of the change, which could have a material effect on our financial position.

 

No valuation allowance has been recorded for the Company’s domestic federal net operating loss (NOL) carry-forwards. The Company continues to believe that due to forecasted future taxable income and certain tax planning strategies available, it is more likely than not that it will be able to utilize the U.S. federal NOL carryforwards. In certain other countries where Company operations are in a loss position, the deferred tax assets for tax loss carryforwards and other temporary differences are fully offset by a valuation allowance.

 

Note 9:   Contingencies

 

The Company is involved in certain legal matters which arise in the normal course of business. These matters are not expected to have a material impact on the Company’s financial condition, results of operations or cash flows.

 

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