What changed in this filing

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Item 1. Financial Statements

2024-07-31 compared with 2024-01-31 · 122 added, 158 removed, 286 unchanged (49% of the section changed)

3 unchanged sentences

(In thousands, except share data)

2023 April 2,

2024 March 31,

CURRENT ASSETS:

22 unchanged sentences

Current portion of long-term debt 9,913 9,913

Environmental remediation 7,700 7,700

Other current liabilities 8,332 7,832

5 unchanged sentences

DEFERRED COMPENSATION LIABILITY 12,244 11,764

EARNOUT LIABILITY 11,577 11,235

OTHER LONG-TERM LIABILITIES 241 1,310

4 unchanged sentences

60,000,000 shares of $ 0.01 par value;

20,790,292 and 20,850,454 shares issued and outstanding as of December 31, 2023 and April 2, 2023, respectively

20,734,331 and 20,790,261 shares issued and outstanding as of June 30, 2024 and March 31, 2024, respectively

Additional paid-in capital 27,932 38,154

7 unchanged sentences

(In thousands, except share and per-share data)

Three Months Ended Nine Months Ended

2023 January 1,

2023 December 31,

2023 January 1,

Three Months Ended

Sales $ 255,879 $ 251,120

4 unchanged sentences

Interest expense, net ( 1,263 ) ( 1,148 )

Other income (expense) 853 465 901 ( 744 )

Other income 159 337

Income before income taxes 38,687 31,676

10 unchanged sentences

(In thousands)

Three Months Ended Nine Months Ended

2023 January 1,

2023 December 31,

2023 January 1,

Three Months Ended

Net income $ 28,879 $ 23,430

11 unchanged sentences

Shares Amount

BALANCE — April 2, 2023 20,850,454 $ 209 $ 44,443 $ 302,424 $ 2,940 $ 350,016

BALANCE — March 31, 2024 20,790,261 $ 208 $ 38,154 $ 364,549 $ 3,115 $ 406,026

Cash dividends declared and paid ($ 0.16 per share)

3 unchanged sentences

Shares surrendered for payroll taxes ( 34,047 ) ( 1 ) ( 2,540 ) — — ( 2,541 )

ESPP shares issued 35,281 — 1,147 — — 1,147

Other comprehensive income, net of tax — — — — 749 749

Net income — — — 23,430 — 23,430

BALANCE — July 2, 2023 20,942,857 $ 209 $ 44,409 $ 322,694 $ 3,689 $ 371,001

Cash dividends declared and paid ($ 0.16 per share)

— — — ( 3,375 ) — ( 3,375 )

Share-based compensation expense — — 1,260 — — 1,260

Vesting of restricted stock 12,565 — — — — —

Shares repurchased ( 105,541 ) ( 1 ) ( 9,148 ) — — ( 9,149 )

1 unchanged sentence

Net income — — — 28,879 — 28,879

BALANCE — October 1, 2023 20,787,626 $ 208 $ 35,918 $ 342,535 $ 3,995 $ 382,656

Cash dividends declared and paid ($ 0.16 per share)

— — — ( 3,351 ) — ( 3,351 )

Share-based compensation expense — — 1,287 — — 1,287

ESPP shares issued 26,731 — 1,096 — — 1,096

Shares repurchased ( 24,065 ) — ( 1,520 ) — — ( 1,520 )

Other comprehensive loss, net of tax — — — — ( 1,299 ) ( 1,299 )

Net income — — — 14,885 — 14,885

BALANCE — December 31, 2023 20,790,292 $ 208 $ 36,781 $ 354,069 $ 2,696 $ 393,754

BALANCE — June 30, 2024 20,734,331 $ 207 $ 27,932 $ 390,070 $ 3,009 $ 421,218

Common Stock Additional

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ESPP shares issued 35,281 — 1,147 — — 1,147

Shares repurchased ( 181,657 ) ( 2 ) ( 6,555 ) — — ( 6,557 )

Other comprehensive income, net of tax — — — — 749 749

1 unchanged sentence

BALANCE — July 2, 2023 20,942,857 $ 209 $ 44,409 $ 322,694 $ 3,689 $ 371,001

Cash dividends declared and paid ($ 0.14 per share)

— — — ( 2,942 ) — ( 2,942 )

Share-based compensation expense — — 1,085 — — 1,085

Vesting of restricted stock 10,287 — — — — —

ESPP shares issued — — 17 — — 17

Other comprehensive income, net of tax — — — — 1,977 1,977

Net income — — — 18,000 — 18,000

BALANCE — October 2, 2022 20,817,625 $ 208 $ 41,294 $ 286,179 $ 3,733 $ 331,414

Cash dividends declared and paid ($ 0.14 per share)

— — — ( 2,943 ) — ( 2,943 )

Share-based compensation expense — — 1,084 — — 1,084

ESPP shares issued 32,829 1 1,010 — — 1,011

Other comprehensive income, net of tax — — — — ( 139 ) ( 139 )

Net income — — — 10,733 $ — 10,733

BALANCE — January 1, 2023 20,850,454 $ 209 $ 43,388 $ 293,969 $ 3,594 $ 341,160

See accompanying notes to condensed consolidated financial statements.

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(In thousands)

Nine Months Ended

2023 January 1,

Three Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

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Depreciation and amortization 9,329 7,107

Change in fair value of earnout liability 342 —

Operating leases 782 534

(Gain) loss on deferred compensation assets ( 901 ) 744

Gain on deferred compensation assets ( 159 ) ( 337 )

Stock compensation expense 1,467 959

Other ( 65 ) 26

Changes in operating accounts providing (using) cash:

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Acquisitions ( 25,400 ) —

Other 723 352

Net cash used in investing activities ( 35,804 ) ( 7,829 )

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Proceeds from revolving loan borrowings 45,000 —

Net cash used in financing activities ( 13,055 ) ( 9,936 )

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS ( 1,825 ) 2,650

Net cash provided by (used in) financing activities 19,952 ( 27,553 )

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 1,734 ( 516 )

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 7,153 7,566

1 unchanged sentence

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid for income taxes $ 22,125 $ 14,847

Cash paid for interest $ 1,347 $ 1,221

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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 2, 2023 , previously filed with the Securities and Exchange Commission (“SEC”).

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 March 31, 2024 , 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.

1 unchanged sentence

All significant intercompany accounts and transactions have been eliminated in consolidation.

The results of operations for the nine months ended December 31, 2023 are not necessarily indicative of the results that may be expected for the full year.

References to fiscal 2023 refer to the fiscal year ended April 2, 2023 and references to fiscal 2024 refer to the fiscal year ending March 31, 2024.

The results of operations for the three months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the full year.

References to fiscal 2024 refer to the fiscal year ended March 31, 2024 and references to fiscal 2025 refer to the fiscal year ending March 30, 2025.

Use of Estimates.

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Accounting Policies.

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 2, 2023 , previously filed with the SEC.

There has been no significant change in our accounting policies since the end of fiscal 2024.

Note 2 — Acquisitions and Asset Sales

Acquisition of The Miami Products & Chemical Company:

On October 31, 2023, we acquired substantially all the assets of The Miami Products & Chemical Company ("Miami Products") for $ 15.5 million under the terms of a purchase agreement with Miami Products and its shareholders.

Miami Products is a bleach manufacturer and distributor serving customers primarily throughout Ohio and the surrounding region.

Recently Issued Accounting Pronouncements

Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (ASU No.2023-09)

In December 2023, the Financial Accounting Standards Board ("FASB") issued accounting standards update No.

2023-09 to enhance the transparency and decision-usefulness of income tax disclosures and to provide information to better assess how an entity's operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows.

For public business entities, the amendments in this update are effective for annual periods beginning after December 15, 2024.

We are in the process of evaluating the impact of this standard on the disclosures in our financial statements.

Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (ASU 2023-07)

In November 2023, the FASB issued accounting standards update No.

2023-07 to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

The update requires public entities to disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker ("CODM"), the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.

The amendments in this update are effective for public entities in fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 and are to be applied retrospectively to all prior periods presented in the financial statements.

Early adoption is permitted.

We are in the process of evaluating the impact of this standard on the disclosures in our financial statements.

Note 2 — Acquisitions

Acquisition of Wofford Water Service, Inc.:

On June 28, 2024, we acquired substantially all the assets of Wofford Water Service, Inc.

("Wofford") for $ 3.4 million under the terms of a purchase agreement with Wofford and its shareholders.

Wofford distributed water treatment chemicals and equipment to customers mainly in Mississippi.

Of the $ 3.4 million purchase price, $ 2.2 million was allocated to customer relationships, to be amortized over 10 years, $ 1.0 million was allocated to goodwill, and the remaining amount was allocated to net working capital.

The goodwill recognized as a result of this acquisition is primarily attributable to strategic and synergistic benefits, as well as the assembled workforce.

Such goodwill is expected to be deductible for tax purposes.

The results of operations since the acquisition date and the assets are included in our Water Treatment segment.

Costs associated with this transaction were not material and were expensed as incurred.

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 and liabilities of Miami Products acquired in connection with the acquisition 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).

Of the $ 15.5 million purchase price, $ 8.2 million was allocated to customer lists, to be amortized over 11 years, and $ 0.8 million was allocated to trade names, to be amortized over 10 years.

The remaining amount was allocated to net working capital and property, plant and equipment, with the residual amount of $ 3.1 million allocated to goodwill.

Acquisition of Intercoastal Trading, Inc.:

On June 3, 2024, we acquired substantially all the assets of Intercoastal Trading, Inc.

and certain related entities ("Intercoastal") for $ 22.0 million under the terms of a purchase agreement with Intercoastal and its shareholders.

Intercoastal distributes water treatment chemicals and equipment to its customers in Maryland, Delaware and Virginia.

The $ 22.0 million purchase price was preliminarily allocated as follows:

$ 8.5 million to customer relationships, to be amortized over 10 years, $ 9.6 million to goodwill, and the remaining amount to net working capital and property, plant and equipment.

The goodwill recognized as a result of this acquisition is primarily attributable to strategic and synergistic benefits, as well as the assembled workforce.

Such goodwill is expected to be deductible for tax purposes.

The purchase price allocation is preliminary and subject to adjustment within the first 12 months following the acquisition.

The purchase price allocation is not yet complete due to the timing of the acquisition.

The results of operations since the acquisition date and the assets are included in our Water Treatment segment.

Costs associated with this transaction were not material and were expensed as incurred.

Acquisition of Industrial Research Corporation:

In the fourth quarter of fiscal 2024, we acquired substantially all the assets of Industrial Research Corporation ("Industrial Research") for $ 4.6 million under the terms of a purchase agreement with Industrial Research and its shareholders.

Industrial Research distributed water treatment chemicals and equipment to customers primarily in central to northern Louisiana, eastern Texas and southern Arkansas.

The results of operations since the acquisition date and the assets are included in our Water Treatment segment.

Costs associated with this transaction were not material and were expensed as incurred.

Acquisition of The Miami Products & Chemical Company:

In the third quarter of fiscal 2024, we acquired substantially all the assets of The Miami Products & Chemical Company ("Miami Products") for $ 15.5 million under the terms of a purchase agreement with Miami Products and its shareholders.

Miami Products is a bleach manufacturer and distributor serving customers primarily throughout Ohio and the surrounding region.

The results of operations since the acquisition date and the assets are included in our Water Treatment segment.

Acquisition of Water Solutions Unlimited, Inc.:

On October 27, 2023, we acquired substantially all the assets of Water Solutions Unlimited, Inc.

In the third quarter of fiscal 2024, we acquired substantially all the assets of Water Solutions Unlimited, Inc.

("Water Solutions") under the terms of a purchase agreement with Water Solutions and its shareholders.

2 unchanged sentences

The results of operations since the acquisition date and the assets are included in our Water Treatment segment.

Costs associated with this transaction were not material and were expensed as incurred.

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 and liabilities of Water Solutions acquired in connection with the acquisition 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 total purchase price was estimated to be $ 70.7 million, including the estimated potential earnout to be paid of $ 10.7 million.

Of the $ 70.7 million purchase price, $ 32.0 million was allocated to customer lists, to be amortized over 13 years, $ 6.4 million was allocated to trade names, to be amortized over 10 years, and $ 0.2 million was allocated to non-compete agreements, to be amortized over five years.

The remaining amount was allocated to net working capital and property, plant and equipment, with the residual amount of $ 21.0 million allocated to goodwill.

The goodwill recognized as a result of this acquisition is primarily attributable to strategic and synergistic benefits, as well as the assembled workforce.

Such goodwill is expected to be deductible for tax purposes.

The purchase price allocation is preliminary and subject to adjustment within the first 12 months following the acquisition.

Acquisition of EcoTech Enterprises, Inc.:

On July 14, 2023, we acquired substantially all the assets of EcoTech Enterprises, Inc.

In the second quarter of fiscal 2024, we acquired substantially all the assets of EcoTech Enterprises, Inc.

("EcoTech") for $ 3.4 million, under the terms of a purchase agreement with EcoTech and its shareholders.

EcoTech was a water treatment chemical distribution company operating primarily in Arkansas.

The $ 3.4 million purchase price was allocated primarily to customer lists, to be amortized over 10 years, property, plant and equipment, and net working capital.

The results of operations since the acquisition date and the assets are included in our Water Treatment segment.

Costs associated with this transaction were not material and were expensed as incurred.

Sale of bleach packaging assets:

In the fourth quarter of fiscal 2023, we sold certain assets in our Industrial segment related to our consumer bleach packaging business for $ 7 million.

These assets were not core to our Industrial segment operations, where we tend to focus our manufacturing operations on bulk products.

The assets sold included plant equipment, inventory and intangible assets, all related to the packaging of bleach.

We realized a gain of $ 3 million on this sale, which has been recorded within selling, general and administrative expenses.

Note 3 - Revenue

3 unchanged sentences

Types of products sold within each operating segment help us to further evaluate the financial performance of our segments.

The following tables disaggregate external customer net sales by major revenue stream for the nine months ended December 31, 2023 and January 1, 2023:

Three months ended December 31, 2023

(In thousands) Industrial Water

Treatment Health and

Nutrition Total

Manufactured, blended or repackaged products (1)

$ 78,313 $ 73,406 $ 7,857 $ 159,576

Distributed specialty products (2)

— — 25,678 25,678

Bulk products (3)

12,921 7,629 — 20,550

Other 1,756 984 ( 48 ) 2,692

Total external customer sales $ 92,990 $ 82,019 $ 33,487 $ 208,496

Three months ended January 1, 2023

(In thousands) Industrial Water

Treatment Health and

Nutrition Total

Manufactured, blended or repackaged products (1)

$ 91,658 $ 60,583 $ 11,935 $ 164,176

Distributed specialty products (2)

— — 23,833 23,833

Bulk products (3)

20,364 6,649 — 27,013

Other 2,414 1,317 465 4,196

Total external customer sales $ 114,436 $ 68,549 $ 36,233 $ 219,218

Nine months ended December 31, 2023

(In thousands) Industrial Water

Treatment Health and

The following tables disaggregate external customer net sales by major revenue stream for the three months ended June 30, 2024 and July 2, 2023:

Three months ended June 30, 2024

(In thousands) Water

Treatment Industrial Health and

Nutrition Total

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Total external customer sales $ 117,176 $ 103,202 $ 35,501 $ 255,879

Nine months ended January 1, 2023

(In thousands) Industrial Water

Treatment Health and

Three months ended July 2, 2023

(In thousands) Water

Treatment Industrial Health and

Nutrition Total

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Total external customer sales $ 93,651 $ 120,873 $ 36,596 $ 251,120

(1) For our Industrial and Water Treatment segments, this line includes our non-bulk specialty products that we either manufacture, blend, repackage, resell in their original form, or direct ship to our customers in smaller quantities, and services we provide for our customers.

(1) For our Water Treatment and Industrial segments, this line includes our non-bulk specialty products that we either manufacture, blend, repackage, resell in their original form, or direct ship to our customers in smaller quantities, and services we provide for our customers.

For our Health and Nutrition segment, this line includes products manufactured, processed or repackaged in our facility and/or with our equipment.

(2) This line includes non-manufactured distributed specialty products in our Health and Nutrition segment, which may be sold out of one of our facilities or direct shipped to our customers.

(3) This line includes bulk products in our Industrial and Water Treatment segments that we do not modify in any way, but receive, store, and ship from our facilities, or direct ship to our customers in large quantities.

(3) This line includes bulk products in our Water Treatment and Industrial segments that we do not modify in any way, but receive, store, and ship from our facilities, or direct ship to our customers in large quantities.

Note 4 – Earnings per Share

2 unchanged sentences

Basic and diluted EPS were calculated using the following:

Three Months Ended Nine Months Ended

December 31, 2023 January 01, 2023 December 31, 2023 January 01, 2023

Three Months Ended

June 30, 2024 July 02, 2023

Weighted-average common shares outstanding—basic 20,816,479 20,907,724

17 unchanged sentences

The fair value of the deferred compensation is based on the quoted market prices for the mutual funds at the end of the period.

The following tables summarize the balances of assets and liabilities measured at fair value on a recurring basis as of December 31, 2023 and April 2, 2023.

(In thousands) December 31, 2023 April 2, 2023

The earnout liability recorded in conjunction with the Water Solutions acquisition is based upon achieving certain targets.

earnout is based on a target of adjusted earnings before interest, taxes, depreciation and amortization (EBITDA) in year three

of the acquisition.

The earnout liability was valued based upon a risk-neutral pricing analysis within a Monte Carlo simulation

framework, which is a Level 3 input.

The earnout liability is adjusted to fair value at each reporting date until settled.

Changes in fair value are included in selling, general and administrative expenses in our Consolidated Statements of Income.

The following tables summarize the balances of assets and liabilities measured at fair value on a recurring basis as of June 30, 2024 and March 31, 2024.

(In thousands) June 30, 2024 March 31, 2024

Deferred compensation plan assets Level 1 $ 11,765 $ 10,042

Interest rate swap Level 2 $ 4,122 $ 4,268

Earnout liability Level 3 $ 11,577 $ 11,235

Changes in the earnout liability measured at fair value using Level 3 inputs were as follows:

(In thousands)

Earnout liability at March 31, 2024 $ 11,235

Addition for acquisition $ —

Fair value adjustments $ 342

Earnout liability at June 30, 2024 $ 11,577

Note 6 – Inventories

Inventories at December 31, 2023 and April 2, 2023 consisted of the following:

2023 April 2,

Inventories at June 30, 2024 and March 31, 2024 consisted of the following:

2024 March 31,

(In thousands)

2 unchanged sentences

Net inventory $ 81,199 $ 74,600

The first in, first out (“FIFO”) value of inventories accounted for under the last in, first out (“LIFO”) method was $ 78.7 million at December 31, 2023 and $ 101.4 million at April 2, 2023.

The first in, first out (“FIFO”) value of inventories accounted for under the last in, first out (“LIFO”) method was $ 79.5 million at June 30, 2024 and $ 76.2 million at March 31, 2024.

The remainder of the inventory was valued and accounted for under the FIFO method.

Note 7 – Goodwill and Intangible Assets

The carrying amount of goodwill was $ 101.5 million as of December 31, 2023 and $ 77.4 million as of April 2, 2023, of which $ 44.9 million was related to our Health and Nutrition segment, $ 50.1 million was related to our Water Treatment segment, and $ 6.5 million was related to our Industrial segment.

The increase in goodwill during the nine months ended December 31, 2023 represents goodwill recorded in connection with the acquisitions of the assets of Water Solutions and Miami Products as discussed in Note 2.

A summary of our intangible assets as of December 31, 2023 and April 2, 2023 is as follows:

December 31, 2023 April 2, 2023

The carrying amount of goodwill was $ 114.0 million as of June 30, 2024 and $ 103.4 million as of March 31, 2024, of which $ 62.6 million was related to our Water Treatment segment, $ 44.9 million was related to our Health and Nutrition segment, and $ 6.5 million was related to our Industrial segment.

The increase in goodwill during the three months ended June 30, 2024 represents goodwill recorded in connection with the acquisitions of the assets of Intercoastal and Wofford as discussed in Note 2.

The following is a summary of our identifiable intangible assets as of June 30, 2024 and March 31, 2024:

June 30, 2024 March 31, 2024

(In thousands) Gross

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Note 8 – Debt

Debt at December 31, 2023 and April 2, 2023 consisted of the following:

2023 April 2,

Debt at June 30, 2024 and March 31, 2024 consisted of the following:

2024 March 31,

(In thousands)

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Total long-term debt $ 123,840 $ 88,818

We were in compliance with all covenants of our credit agreement as of December 31, 2023.

We were in compliance with all covenants of our credit agreement as of June 30, 2024.

Note 9 – Income Taxes

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The tax years prior to our fiscal year ended March 28, 2021 are closed to examination by the Internal Revenue Service, and with few exceptions, state and local income tax jurisdictions.

Our effective income tax rate was 25 % for the nine months ended December 31, 2023, compared to 26 % for the nine months ended January 1, 2023.

Our effective income tax rate was 25 % for the three months ended June 30, 2024, compared to 26 % for the three months ended July 2, 2023.

The effective tax rate is impacted by projected levels of annual taxable income, permanent items, and state taxes.

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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 December 31, 2023:

The following table represents the restricted stock activity for the three months ended June 30, 2024:

Shares Weighted-

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Unvested at end of period 137,247 $ 61.49

We recorded compensation expense related to performance share units and restricted stock of $ 1.0 million and $ 2.7 million for the three and nine months ended December 31, 2023, respectively.

We recorded compensation expense related to performance share units and restricted stock of $ 0.8 million and $ 2.0 million for the three and nine months ended January 1, 2023, respectively.

We recorded compensation expense related to performance share units and restricted stock of $ 1.1 million for the three months ended June 30, 2024 and $ 0.7 million for the three months ended July 2, 2023.

Substantially all of the compensation expense was recorded in selling, general and administrative expenses in the condensed consolidated statements of income.

2 unchanged sentences

The restricted stock awards are generally expensed over a one-year vesting period, based on the market value on the date of grant.

As of December 31, 2023, there were 10,647 shares of restricted stock with an average grant date fair value of $ 46.00 outstanding under this program.

Compensation expense for both the three months ended December 31, 2023 and January 1, 2023 related to restricted stock awards to the Board was $ 0.1 million.

Compensation expense related to restricted stock awards to the Board for the nine months ended December 31, 2023 was $ 0.4 million and for the nine months ended January 1, 2023 was $ 0.3 million.

As of June 30, 2024, there were 10,647 shares of restricted stock with an average grant date fair value of $ 46.00 outstanding under this program.

Compensation expense for both the three months ended June 30, 2024 and July 2, 2023 related to restricted stock awards to the Board was $ 0.1 million.

Note 11 – Share Repurchase Program

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Upon purchase of the shares, we reduce our common stock for the par value of the shares with the excess applied against additional paid-in capital.

During the three months ended December 31, 2023, we repurchased 24,065 shares at an aggregate purchase price of $ 1.5 million.

During the nine months ended December 31, 2023, we repurchased 191,861 shares at an aggregate purchase price of $ 11.3 million.

During the three months ended January 1, 2023, no shares were repurchased, and during the nine months ended January 1, 2023, we repurchased 181,657 shares at an aggregate purchase price of $ 6.6 million.

As of December 31, 2023, 937,487 shares remained available to be repurchased under the share repurchase program.

During the three months ended June 30, 2024, we repurchased 105,541 shares at an aggregate purchase price of $ 9.1 million, and during the three months ended July 2, 2023, no shares were repurchased.

As of June 30, 2024, 831,946 shares remained available to be repurchased under the share repurchase program.

Note 12 – Commitments and Contingencies

Environmental Remediation.

In the fourth quarter of fiscal 2024, we recorded a liability of $ 7.7 million related to estimated remediation expenses associated with perchlorinated biphenyls ("PCBs") discovered in the soil at our Rosemount, MN facility during our expansion project.

We acquired the property, which had prior heavy industrial use, in fiscal 2012.

While the source of the PCBs is unknown, we have never brought PCBs onto the property or used PCBs on the site.

The liability is not discounted as management expects to incur these expenses within the next twelve months.

Given the many uncertainties involved in assessing environmental claims, our reserves may prove to be insufficient.

While it is possible that additional expense related to the remediation will be incurred in future periods if currently unknown issues arise, we are unable to estimate the extent of any further financial impact.

No expenses were charged against this liability during the three months ended June 30, 2024.

Note 13 – Segment Information

We have three reportable segments:

Industrial, Water Treatment, and Health and Nutrition.

The accounting policies of the segments are the same as those described in the summary of significant accounting policies in our Annual Report on Form 10-K for the fiscal year ended April 2, 2023 .

Water Treatment, Industrial, and Health and Nutrition.

The accounting policies of the segments are the same as those described in the summary of significant accounting policies in our Annual Report on Form 10-K for the fiscal year ended March 31, 2024 .

We evaluate performance based on profit or loss from operations before income taxes not including nonrecurring gains and losses.

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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 December 31, 2023:

Sales $ 92,990 $ 82,019 $ 33,487 $ 208,496

Gross profit 16,495 20,241 5,512 42,248

Selling, general, and administrative expenses 7,292 12,470 4,012 23,774

Operating income 9,203 7,771 1,500 18,474

Three months ended January 1, 2023:

Sales $ 114,436 $ 68,549 $ 36,233 $ 219,218

Gross profit 15,994 13,268 7,009 36,271

Selling, general, and administrative expenses 7,978 9,003 4,023 21,004

Operating income 8,016 4,265 2,986 15,267

Nine months ended December 31, 2023:

(In thousands) Water

Treatment Industrial Health and Nutrition Total

Three months ended June 30, 2024:

Sales $ 117,176 $ 103,202 $ 35,501 $ 255,879

2 unchanged sentences

Operating income 20,789 15,237 3,765 39,791

Nine months ended January 1, 2023:

Three months ended July 2, 2023:

Sales $ 93,651 $ 120,873 $ 36,596 $ 251,120

2 unchanged sentences

Operating income 17,282 12,731 2,474 32,487

No significant changes to identifiable assets by segment occurred during the nine months ended December 31, 2023.

No significant changes to identifiable assets by segment occurred during the three months ended June 30, 2024.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements