STARRETT L S CO - Quarter Report: 2016 March (Form 10-Q)

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		March 31, 2016 (unaudited)				June 30, 2015
ASSETS
Current assets:
Cash		$	22,231			$	11,108
Short-term investments			-				7,855
Accounts receivable (less allowance for doubtful accounts of $746 and $612, respectively)			31,738				40,311
Inventories			57,663				63,003
Current deferred income tax assets			4,274				4,554
Prepaid expenses and other current assets			5,897				6,582
Total current assets			121,803				133,413
Property, plant and equipment, net			42,555				44,413
Income taxes receivable			2,730				3,383
Deferred income tax assets, net of current portion			18,573				18,803
Intangible assets, net			6,647				7,125
Goodwill			3,034				3,034
Other assets			2,185				2,101
Total assets		$	197,527			$	212,272
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Notes payable and current maturities of long-term debt		$	1,531			$	1,552
Accounts payable			10,415				9,471
Accrued expenses			5,347				7,011
Accrued compensation			4,022				5,565
Total current liabilities			21,315				23,599
Long-term debt, net of current portion			17,500				18,552
Other income tax obligations			4,615				4,607
Deferred income tax liabilities			1,441				1,548
Postretirement benefit and pension obligations			46,081				49,536
Total liabilities			90,952				97,842
Stockholders' equity:
ClClass A Common stock $1 par (20,000,000 shares authorized; 6,236,900 outstanding at March 31, 2016 and 6,223,558 outstanding at June 30, 2015)			6,237				6,224
ClClass B Common stock $1 par (10,000,000 shares authorized; 772,500 outstanding at March 31, 2016 and 789,069 outstanding at June 30, 2015)			773				789
Additional paid-in capital			55,020				54,869
Retained earnings			96,933				98,164
Accumulated other comprehensive loss			(52,388	)			(45,616	)
Total stockholders' equity			106,575				114,430
Total liabilities and stockholders’ equity		$	197,527			$	212,272

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		3 Months Ended								9 Months Ended
		3/31/2016				3/31/2015				3/31/2016				3/31/2015
Net sales		$	50,329			$	56,116			$	155,038			$	180,109
Cost of goods sold			35,596				37,422				108,454				120,108
Gross margin			14,733				18,694				46,584				60,001
% of Net sales			29.3	%			33.3	%			30.0	%			33.3	%
Selling, general and administrative expenses			13,819				15,574				44,288				52,112
Operating income			914				3,120				2,296				7,889
Other income			285				388				377				1,683
Income before income taxes			1,199				3,508				2,673				9,572
Income tax expense			602				1,071				1,796				3,765
Net income		$	597			$	2,437			$	877			$	5,807
Basic income per share		$	.09			$	0.35			$	.13			$	0.83
Diluted income per share		$	.08			$	0.35			$	.12			$	0.83
Weighted average outstanding shares used in per share calculations:
Basic			7,013				6,992				7,016				6,977
Diluted			7,031				7,045				7,045				7,024
Dividends per share		$	0.10			$	0.10			$	0.30			$	0.30

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		3 Months Ended								9 Months Ended
		3/31/2016				3/31/2015				3/31/2016				3/31/2015
Net income		$	597			$	2,437			$	877			$	5,807
Other comprehensive income (loss):
Translation gain (loss)			2,906				(8,952	)			(6,772	)			(20,720	)
Pension and postretirement plans, net of tax of  $0,$0,$0 and $22 respectively			-				-				-				(22	)
Other comprehensive income (loss)			2,906				(8,952	)			(6,772	)			(20,742	)
Total comprehensive income (loss)		$	3,503			$	(6,515	)		$	(5,895	)		$	(14,935	)

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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)			-				-				-				877				(6,772	)			(5,895	)
Dividends ($0.30 per share)			-				-				-				(2,108	)			-				(2,108	)
Repurchase of shares			(37	)			(3	)			(406	)			-				-				(446	)
Issuance of stock			28				9				397				-				-				434
Stock-based compensation			-				-				160				-				-				160
Conversion			22				(22	)			-				-				-				-
Balance March 31, 2016		$	6,237			$	773			$	55,020			$	96,933			$	(52,388	)		$	106,575
Accumulated balance consists of:
Translation loss																		$	(44,072	)
Pension and postretirement plans, net of taxes																			(8,316	)
																		$	(52,388	)

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		9 Months Ended
		3/31/2016				3/31/2015
Cash flows from operating activities:
Net income		$	877			$	5,807
Non-cash operating activities:
Depreciation			4,385				5,817
Amortization			1,036				951
Stock-based compensation			315				287
Net long-term tax obligations			627				2,893
Deferred taxes			57				821
Unrealized transaction gain			66				(2	)
Income on equity method investment			(89	)			(170	)
Working capital changes:
Accounts receivable			4,744				5,669
Inventories			1,425				(10,607	)
Other current assets			190				(1,399	)
Other current liabilities			441				499
Postretirement benefit and pension obligations			(2,481	)			(4,184	)
Other			60				480
Net cash provided by operating activities			11,653				6,862
Cash flows from investing activities:
Additions to property, plant and equipment			(4,048	)			(4,048	)
Software development			(557	)			(440	)
Purchase of investments			-				(45	)
Proceeds from sale of investments			7,621				201
Net cash provided by (used in) investing activities			3,016				(4,332	)
Cash flows from financing activities:
Proceeds from short-term borrowings			-				922
Proceeds from long-term borrowings			750				-
Long-term debt repayments			(1,822	)			(1,159	)
Proceeds from common stock issued			280				325
Shares repurchased			(446	)			(64	)
Dividends paid			(2,108	)			(2,095	)
Net cash used in financing activities			(3,346	)			(2,071	)
Effect of exchange rate changes on cash			(200	)			(3,046	)
Net increase (decrease) in cash			11,123				(2,587	)
Cash, beginning of period			11,108				16,233
Cash, end of period		$	22,231			$	13,646
Supplemental cash flow information:
Interest paid		$	487			$	547
Income taxes paid, net			732				1,238

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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 nine months ended March 31, 2016 and March 31, 2015, 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. Earlier application will be permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. 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.

 

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The amendments in this update will increase the transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This amendment is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The Company is evaluating the effect, if any, on its financial statements.

 

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 March 31, 2016, 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 March 31, 2016.

 

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 nine months ended March 31, 2016 and 2015.

 

The weighted average contractual term for stock options outstanding as of March 31, 2016 was 6.75 years.  The aggregate intrinsic value of stock options outstanding as of March 31, 2016 was $0.1 million. Stock options exercisable as of March 31, 2016 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 nine months ended March 31, 2016. There were 9,067 RSUs settled during the nine months ended March 31, 2016.  The aggregate intrinsic value of RSU awards outstanding as of March 31, 2016 was $0.8 million.  As of March 31, 2016 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 nine month periods ended March 31, 2016 and 2015 was $0.3 million and $0.2 million, respectively.  As of March 31, 2016, 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 2.0 years.

 

Note 4:

Inventories

 

Inventories consist of the following (in thousands):

 

 

LIFO inventories were $10.7 million and $14.6 million at March 31, 2016 and June 30, 2015, respectively, such amounts being approximately $28.3 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 $0.3 million increase in cost of sales for the nine months ended March 31, 2016 compared to a $0.2 million increase for the nine months ended March 31, 2015.

 

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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 March 31, 2015, 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 March 31, 2016, $9.4 million was outstanding on the Line of Credit.

 

The 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 1.0 2) annual capital expenditures not to exceed $15.0 million, 3) maintain a Debt Service Coverage Rate of a minimum of 1.25 to 1.0 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 March 31, 2016.

 

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 $9.6 million at March 31, 2016, is subject to the same financial covenants contained in the Loan and Security Agreement.

 

The effective interest rate on the Line of Credit under the Loan and Security Agreement for the nine months ended March 31, 2016 and 2015 was 2.2% and 2.0%, respectively.

 

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Note 8:

Income Taxes

 

The Company is subject to U.S. federal income tax 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 effective tax rate for the third quarter of fiscal 2016 was 50.2% and the effective tax rate for the third quarter of fiscal 2015 was 30.5%. For the first nine months of fiscal 2016, the effective tax rate was 67.2% and for the first nine months of fiscal 2015, it was 39.3%. The tax rate is higher than the U.S. statutory rate for the year to date results in part due to losses in some foreign jurisdictions for which no tax benefit is recognized. In the third quarter of fiscal 2016, there was a benefit of $140,000 to reflect the reversal of the valuation allowance to recognize the benefit of foreign subsidiary tax loss carryforwards. In the first nine months of fiscal 2016, there were additional discrete reductions of tax expense of $216,000 for tax return to provision adjustments. In addition, there were discrete increases of $70,000 for interest on audit exposures. In the first nine months of fiscal 2015, there were discrete reductions to tax expense of $66,000 related to use of tax loss carryforwards, $42,000 for reduction in audit exposure due to the expiration of the statute of limitations and $332,000 related to return to provision adjustments; the last item was fully booked in the third quarter which is the primary reason for the tax rate in this quarter being lower than the U.S. statutory rate.

 

U.S. Federal tax returns through fiscal 2012 are generally no longer subject to review by tax authorities; however, tax loss carryforwards from years before fiscal 2013 are still subject to adjustment. As of March 31, 2016, the Company has substantially 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 years 2010 – 2015. The Company has identified no new uncertain tax positions during the nine month period ended March 31, 2016 for which it is currently likely that the total amount of unrecognized tax benefits will significantly increase or decrease within the next twelve months.

 

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 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 the Company’s 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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