|
Minnesota
|
41-0908057
|
(State or other jurisdiction
of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|
|
14000 Technology Drive
Eden Prairie, Minnesota
|
55344
|
(Address of principal executive offices)
|
(Zip Code)
|
Title of each class
|
Name of each exchange on which registered
|
Common Stock, $0.25 par value
|
The Nasdaq Stock Market LLC
|
Table of Contents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
Ground Vehicles (approximately
55%
of Test revenue for fiscal year
2018
)
|
◦
|
Road simulators and component test systems for durability testing;
|
◦
|
Vehicle performance test systems that evaluate ride handling, ride comfort and noise;
|
◦
|
Vehicle dynamics simulators to test conceptual vehicle designs in advance of physical prototypes;
|
◦
|
High-performance electrical motors and energy recovery systems for high-end automotive and aerospace applications;
|
◦
|
Tire performance and rolling resistance measurement systems; and
|
◦
|
Moving ground-plane systems and balances for vehicle aerodynamic measurements in wind tunnels.
|
•
|
Materials (approximately
30%
of Test revenue for fiscal year
2018
)
|
•
|
Structures (approximately
15%
of Test revenue for fiscal year
2018
)
|
•
|
Position Sensors (approximately
40%
of Sensors revenue for fiscal year
2018
)
|
•
|
Test Sensors (approximately
35%
of Sensors revenue for fiscal year
2018
)
|
•
|
Industrial Sensors (approximately
15%
of Sensors revenue for fiscal year
2018
)
|
•
|
Systems Sensors (approximately
10%
of Sensors revenue for fiscal year
2018
)
|
•
|
exposure to the risk of currency value fluctuations, where payment for products is denominated in a currency other than U.S. dollars;
|
•
|
variability in the U.S. dollar value of foreign currency-denominated assets, earnings and cash flows;
|
•
|
difficulty enforcing agreements, including patent and trademarks, and collecting receivables through foreign legal systems;
|
•
|
trade protection measures and import or export licensing requirements;
|
•
|
tax rates in certain foreign countries that exceed those in the U.S., the imposition of withholding requirements on foreign earnings and restrictions on repatriation of foreign earnings;
|
•
|
higher danger of terrorist activity, war or civil unrest compared to domestic operations;
|
•
|
imposition of tariffs, exchange controls or other restrictions, including tariffs recently imposed by the U. S. and responsive tariffs imposed by China and the European Union;
|
•
|
difficulty in staffing and managing global operations;
|
•
|
required compliance with a variety of foreign laws and regulations and U.S. laws and regulations, such as the Foreign Corrupt Practices Act applicable to our international operations, and significant compliance costs and penalties for failure to comply with any of these laws and regulations; and
|
•
|
changes in general economic and political conditions in countries where we operate, particularly in emerging markets, and including the continued volatility in currency exchange rates and uncertainties caused by the United Kingdom's pending exit from the European Union.
|
•
|
investors' anticipation of the sale into the market of a substantial number of additional shares of common stock received upon settlement of the purchase contract component of the TEUs;
|
•
|
possible sales of our common stock by investors who view the TEUs as a more attractive means of equity participation in the Company than owning shares of our common stock; and
|
•
|
hedging or arbitrage trading activities that may develop involving the TEUs, the purchase contracts and our common stock.
|
•
|
suitable candidates may not exist or may not be available at acceptable costs;
|
•
|
failure to achieve, or delays in achieving, the financial and strategic goals, including growth opportunities and cost synergies, for the acquired and combined businesses;
|
•
|
difficulty integrating the operations and personnel of the acquired businesses, including the inability to eliminate duplicative costs or the substantial expenses that may be incurred in connection with integration;
|
•
|
disruption of ongoing business and acquired business and distraction of management from the operation of both businesses;
|
•
|
dilution of existing shareholders and earnings per share;
|
•
|
unanticipated, undisclosed or inaccurately assessed liabilities, legal risks and costs;
|
•
|
legal and regulatory requirements of the acquired business was not formerly a public company; and
|
•
|
difficulties retaining the key vendors, customers or employees of the acquired business.
|
Location
|
Use of Facility
|
Approximate
Square Footage |
|
Eden Prairie, Minnesota (U.S.)
|
Corporate headquarters and primary Test manufacturing and research
|
420,000
|
|
Depew, New York (U.S.)
|
Sensors manufacturing, sales and service administration
|
144,000
|
|
Cary, North Carolina (U.S.)
|
Sensors manufacturing, research and sales and service administration
|
65,000
|
|
Provo, Utah (U.S.)
|
Sensors manufacturing, sales and service administration
|
25,000
|
|
Farmington Hills, Michigan (U.S.)
|
Sensors manufacturing, sales and service administration
|
16,000
|
|
Lancaster, New York (U.S.)
|
Sensors sales and service administration
|
1,000
|
|
Berlin, Germany
|
Test manufacturing, sales and service administration
|
72,000
|
|
Shanghai, China
|
Test manufacturing, sales and service administration
|
129,000
|
|
Total
|
|
872,000
|
|
Location
|
|
Use of Facility
|
|
Lease
Expires |
|
Approximate
Square Footage |
|
Swartz Creek, Michigan (U.S.)
|
|
Test manufacturing and research
|
|
2022
|
|
8,000
|
|
Latham, New York (U.S.)
|
|
Sensors manufacturing, sales and service administration
|
|
2020
|
|
5,000
|
|
Cary, North Carolina (U.S.)
|
|
Sensors manufacturing
|
|
2020
|
|
8,000
|
|
Halifax, North Carolina (U.S.)
|
|
Sensors manufacturing, sales and service administration
|
|
2018
|
|
51,000
|
|
Cincinnati, Ohio (U.S.)
|
|
Sensors manufacturing, warehouse, sales and service administration
|
|
2019
|
|
16,000
|
|
|
|
Sensors warehouse, sales and service administration
|
|
2019
|
|
9,000
|
|
San Clemente, California (U.S.)
|
|
Sensors warehouse, sales and service administration
|
|
2018
|
|
7,000
|
|
Beijing, China
|
|
Test sales and service administration
|
|
2019
|
|
6,000
|
|
|
|
Sensors sales and service administration
|
|
2020
|
|
5,000
|
|
Shanghai, China
|
|
Test sales, service administration and assembly
|
|
2019
|
|
13,000
|
|
|
|
Test sales and service administration
|
|
2019
|
|
7,000
|
|
|
|
Test land under Shanghai facility
|
|
2056
|
|
161,000
|
|
Shenzhen, China
|
|
Test manufacturing and warehouse
|
|
2019
|
|
13,000
|
|
|
|
Test manufacturing and warehouse
|
|
2019
|
|
16,000
|
|
|
|
Test sales, service administration and warehouse
|
|
2021
|
|
14,000
|
|
|
|
Test manufacturing, research, sales and service administration
|
|
2018
|
|
75,000
|
|
Creteil, France
|
|
Test sales and service administration
|
|
2027
|
|
16,000
|
|
Huckelhoven, Germany
|
|
Sensors sales and service administration
|
|
2021
|
|
12,000
|
|
Ludenscheid, Germany
|
|
Sensors manufacturing, research and sales and service administration
|
|
2019
|
|
48,000
|
|
|
|
Sensors research, sales and service administration
|
|
2019
|
|
10,000
|
|
|
|
Sensors manufacturing
|
|
2019
|
|
11,000
|
|
Tokyo, Japan
|
|
Test sales and service administration
|
|
2018
|
|
7,000
|
|
Sungnam, South Korea
|
|
Test sales, service administration and assembly
|
|
2019
|
|
17,000
|
|
Guildford, U.K.
|
|
Test sales, service and manufacturing
|
|
2025
|
|
8,000
|
|
Berlin, Germany
|
|
Test land under Berlin facility
|
|
2052
|
|
97,000
|
|
Torino, Italy
|
|
Test sales, service administration and warehouse
|
|
2024
|
|
8,000
|
|
Other Locations
1
|
|
Test and Sensors other sales and service administration
|
|
|
|
89,000
|
|
Total
|
|
|
|
|
|
737,000
|
|
1
|
We also lease space in the U.S., Europe and Asia for Test and Sensors sales and service administration, including locations in China, France, Germany, India, Italy, Japan, Russia, Spain, Sweden, Canada and the United Kingdom. Neither the amount of leased space nor the rental obligations in these locations is significant individually or in aggregate.
|
ITEM
5.
|
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
|
Total Number
of Shares
Purchased
|
|
Average
Price Paid
per Share
|
|
Total Number
of Shares
Purchased
As Part of Publicly Announced Plans or Programs
|
|
Maximum Number
of Shares that May
Yet be Purchased
As Part of Publicly Announced Plans or Programs
|
|||||
July 1, 2018 – August 4, 2018
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
438
|
|
August 5, 2018 – September 1, 2018
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
438
|
|
September 2, 2018 – September 29, 2018
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
438
|
|
|
|
Fiscal Year
|
||||||||||||||||||||||
(in actual dollars)
|
|
2013
2
|
|
2014
2
|
|
2015
2
|
|
2016
|
|
2017
|
|
2018
|
||||||||||||
MTS Systems Corporation
|
|
$
|
100.00
|
|
|
$
|
109.91
|
|
|
$
|
93.98
|
|
|
$
|
76.70
|
|
|
$
|
91.08
|
|
|
$
|
95.38
|
|
Russell 2000 Index
|
|
100.00
|
|
|
105.55
|
|
|
106.49
|
|
|
121.46
|
|
|
146.65
|
|
|
169.00
|
|
||||||
SIC Code 3820 Peer Group
1
|
|
100.00
|
|
|
114.54
|
|
|
110.03
|
|
|
138.58
|
|
|
176.08
|
|
|
216.28
|
|
2
|
Fiscal year
2015
refers to the fiscal year ended
October 3, 2015
, fiscal year
2014
refers to the fiscal year ended
September 27, 2014
and fiscal year
2013
refers to the fiscal year ended
September 28, 2013
.
|
ITEM
6.
|
SELECTED FINANCIAL DATA
|
|
|
Fiscal Year
1
|
||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Operating Results
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
|
$
|
778,032
|
|
|
$
|
787,955
|
|
|
$
|
650,147
|
|
|
$
|
563,934
|
|
|
$
|
564,328
|
|
Gross profit
|
|
305,529
|
|
|
302,278
|
|
|
231,404
|
|
|
219,613
|
|
|
223,643
|
|
|||||
Gross margin %
|
|
39.3
|
%
|
|
38.4
|
%
|
|
35.6
|
%
|
|
38.9
|
%
|
|
39.6
|
%
|
|||||
Research and development expense
|
|
$
|
34,784
|
|
|
$
|
34,999
|
|
|
$
|
25,336
|
|
|
$
|
23,705
|
|
|
$
|
23,844
|
|
Research and development expense as a % of revenue
|
|
4.5
|
%
|
|
4.4
|
%
|
|
3.9
|
%
|
|
4.2
|
%
|
|
4.2
|
%
|
|||||
Effective income tax rate
|
|
(38.7
|
)%
|
|
(9.0
|
)%
|
|
18.0
|
%
|
|
23.2
|
%
|
|
28.1
|
%
|
|||||
Net income
|
|
$
|
61,328
|
|
|
$
|
25,084
|
|
|
$
|
27,494
|
|
|
$
|
45,462
|
|
|
$
|
42,009
|
|
Net income as a % of revenue
|
|
7.9
|
%
|
|
3.2
|
%
|
|
4.2
|
%
|
|
8.1
|
%
|
|
7.4
|
%
|
|||||
Earnings per share
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
3.20
|
|
|
$
|
1.32
|
|
|
$
|
1.72
|
|
|
$
|
3.03
|
|
|
$
|
2.76
|
|
Diluted
|
|
$
|
3.18
|
|
|
$
|
1.31
|
|
|
$
|
1.70
|
|
|
$
|
3.00
|
|
|
$
|
2.73
|
|
Weighted average shares outstanding
2
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
19,163
|
|
|
19,040
|
|
|
16,027
|
|
|
14,984
|
|
|
15,218
|
|
|||||
Diluted
|
|
19,293
|
|
|
19,137
|
|
|
16,179
|
|
|
15,142
|
|
|
15,397
|
|
|||||
Depreciation and amortization
|
|
$
|
34,492
|
|
|
$
|
35,523
|
|
|
$
|
24,077
|
|
|
$
|
21,106
|
|
|
$
|
19,279
|
|
Financial Position
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
$
|
1,139,396
|
|
|
$
|
1,189,692
|
|
|
$
|
1,188,020
|
|
|
$
|
460,831
|
|
|
$
|
487,408
|
|
Interest-bearing debt
3
|
|
400,706
|
|
|
474,309
|
|
|
484,985
|
|
|
21,183
|
|
|
60,000
|
|
|||||
Total shareholders' equity
|
|
477,932
|
|
|
428,777
|
|
|
405,260
|
|
|
258,142
|
|
|
258,127
|
|
|||||
Interest-bearing debt as a % of shareholders' equity
|
|
83.8
|
%
|
|
110.6
|
%
|
|
119.7
|
%
|
|
8.2
|
%
|
|
23.2
|
%
|
|||||
Return on equity
4
|
|
14.3
|
%
|
|
6.2
|
%
|
|
10.7
|
%
|
|
17.6
|
%
|
|
16.4
|
%
|
|||||
Return on invested capital
5
|
|
9.3
|
%
|
|
7.3
|
%
|
|
8.6
|
%
|
|
15.5
|
%
|
|
15.4
|
%
|
|||||
Other Statistics
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Backlog of orders at year end
|
|
$
|
415,155
|
|
|
$
|
360,016
|
|
|
$
|
370,523
|
|
|
$
|
353,013
|
|
|
$
|
326,473
|
|
Dividends declared per share
|
|
1.20
|
|
|
1.20
|
|
|
1.20
|
|
|
1.20
|
|
|
1.20
|
|
|||||
Capital Expenditures
|
|
12,321
|
|
|
17,798
|
|
|
20,806
|
|
|
18,445
|
|
|
20,038
|
|
1
|
Fiscal years
2018
,
2017
,
2016
,
2015
and
2014
include 52, 52, 52, 53 and 52 weeks, respectively.
|
2
|
Assumes the conversion of potential common shares using the treasury stock method.
|
3
|
Interest-bearing debt consists of long-term debt for fiscal years 2018, 2017 and 2016 and short-term borrowings for fiscal years 2015 and 2014.
|
4
|
Calculated by dividing net income by beginning shareholders' equity.
|
5
|
The measure Return on Invested Capital (ROIC) is not a measure of performance presented in accordance with GAAP. ROIC is calculated by dividing adjusted net income by average invested capital. Adjusted net income is calculated by excluding after-tax interest expense from reported net income. In addition, adjusted net income also excludes acquisition-related expenses, net of tax; acquisition integration expense, net of tax; acquisition inventory fair value adjustment, net of tax; restructuring expense, net of tax; and China investigation expense, net of tax. Average invested capital is defined as the aggregate of average interest-bearing debt and average shareholders' equity and is calculated as the sum of current and prior year ending amounts divided by two. Because the ratio is not prescribed or authorized by GAAP, the ROIC percentage is a non-GAAP financial measure. We believe ROIC is useful to investors as a measure of operating performance and the effectiveness of the use of capital in our operations. We use ROIC as a measure to monitor and evaluate operating performance relative to our invested capital. This measure should not be construed as an alternative to, or substitute for, return on equity or any other measure determined in accordance with GAAP.
|
|
|
Fiscal Year
|
||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Net income
|
|
$
|
61,328
|
|
|
$
|
25,084
|
|
|
$
|
27,494
|
|
|
$
|
45,462
|
|
|
$
|
42,009
|
|
Acquisition-related expenses, net of tax
|
|
—
|
|
|
(814
|
)
|
|
7,322
|
|
|
—
|
|
|
—
|
|
|||||
Acquisition integration expense, net of tax
|
|
—
|
|
|
2,659
|
|
|
2,049
|
|
|
—
|
|
|
—
|
|
|||||
Acquisition inventory fair value adjustment, net of tax
|
|
—
|
|
|
5,909
|
|
|
5,692
|
|
|
—
|
|
|
—
|
|
|||||
Restructuring expense, net of tax
|
|
2,033
|
|
|
2,980
|
|
|
1,465
|
|
|
—
|
|
|
4,376
|
|
|||||
China investigation expense, net of tax
|
|
—
|
|
|
6,749
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Interest expense, net of tax
|
|
19,636
|
|
|
23,133
|
|
|
6,065
|
|
|
767
|
|
|
637
|
|
|||||
Adjusted net income
*
|
|
$
|
82,997
|
|
|
$
|
65,700
|
|
|
$
|
50,087
|
|
|
$
|
46,229
|
|
|
$
|
47,022
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total beginning shareholders' equity
|
|
$
|
428,777
|
|
|
$
|
405,260
|
|
|
$
|
258,142
|
|
|
$
|
258,127
|
|
|
$
|
256,537
|
|
Total ending shareholders' equity
|
|
477,932
|
|
|
428,777
|
|
|
405,260
|
|
|
258,142
|
|
|
258,127
|
|
|||||
Total beginning interest-bearing debt
|
|
474,309
|
|
|
484,985
|
|
|
21,183
|
|
|
60,000
|
|
|
35,000
|
|
|||||
Total ending interest-bearing debt
|
|
400,706
|
|
|
474,309
|
|
|
484,985
|
|
|
21,183
|
|
|
60,000
|
|
|||||
Sum of invested capital
|
|
$
|
1,781,724
|
|
|
$
|
1,793,331
|
|
|
$
|
1,169,570
|
|
|
$
|
597,452
|
|
|
$
|
609,664
|
|
Average invested capital
*
|
|
$
|
890,862
|
|
|
$
|
896,666
|
|
|
$
|
584,785
|
|
|
$
|
298,726
|
|
|
$
|
304,832
|
|
Return on invested capital
*
|
|
9.3
|
%
|
|
7.3
|
%
|
|
8.6
|
%
|
|
15.5
|
%
|
|
15.4
|
%
|
*
|
Denotes non-GAAP financial measures.
|
|
Fiscal Year
|
||||||||||||||||||||||||||||
|
|
2018
|
|
|
|
2017
|
|
|
|
2016
|
|
||||||||||||||||||
|
Pre-tax
|
Tax
|
Net
|
|
Pre-tax
|
Tax
|
Net
|
|
Pre-tax
|
Tax
|
Net
|
||||||||||||||||||
Net income
|
$
|
44,223
|
|
$
|
(17,105
|
)
|
$
|
61,328
|
|
|
$
|
23,011
|
|
$
|
(2,073
|
)
|
$
|
25,084
|
|
|
$
|
33,512
|
|
$
|
6,018
|
|
$
|
27,494
|
|
Acquisition-related expenses
ª
|
—
|
|
—
|
|
—
|
|
|
—
|
|
814
|
|
(814
|
)
|
|
10,170
|
|
2,848
|
|
7,322
|
|
|||||||||
Acquisition integration expense
ª
|
—
|
|
—
|
|
—
|
|
|
3,577
|
|
918
|
|
2,659
|
|
|
2,846
|
|
797
|
|
2,049
|
|
|||||||||
Acquisition inventory fair value adjustment
ª
|
—
|
|
—
|
|
—
|
|
|
7,975
|
|
2,066
|
|
5,909
|
|
|
7,916
|
|
2,224
|
|
5,692
|
|
|||||||||
Restructuring expense
«
|
2,730
|
|
697
|
|
2,033
|
|
|
4,079
|
|
1,099
|
|
2,980
|
|
|
2,165
|
|
700
|
|
1,465
|
|
|||||||||
China investigation expense
ª
|
—
|
|
—
|
|
—
|
|
|
9,209
|
|
2,460
|
|
6,749
|
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Interest expense
†
|
26,464
|
|
6,828
|
|
19,636
|
|
|
31,218
|
|
8,085
|
|
23,133
|
|
|
8,424
|
|
2,359
|
|
6,065
|
|
|||||||||
Adjusted net income
*
|
$
|
73,417
|
|
$
|
(9,580
|
)
|
$
|
82,997
|
|
|
$
|
79,069
|
|
$
|
13,369
|
|
$
|
65,700
|
|
|
$
|
65,033
|
|
$
|
14,946
|
|
$
|
50,087
|
|
|
|
Fiscal Year
|
||||||||||||||||||
|
|
|
2015
|
|
|
|
2014
|
|
||||||||||||
|
|
Pre-tax
|
Tax
|
Net
|
|
Pre-tax
|
Tax
|
Net
|
||||||||||||
Net income
|
|
$
|
59,172
|
|
$
|
13,710
|
|
$
|
45,462
|
|
|
$
|
58,443
|
|
$
|
16,434
|
|
$
|
42,009
|
|
Restructuring expense
«
|
|
—
|
|
—
|
|
—
|
|
|
6,336
|
|
1,960
|
|
4,376
|
|
||||||
Interest expense
†
|
|
1,204
|
|
437
|
|
767
|
|
|
1,003
|
|
366
|
|
637
|
|
||||||
Adjusted net income
*
|
|
$
|
60,376
|
|
$
|
14,147
|
|
$
|
46,229
|
|
|
$
|
65,782
|
|
$
|
18,760
|
|
$
|
47,022
|
|
ª
|
In determining the tax impact of acquisition-related expenses, acquisition integration expense, acquisition inventory fair value adjustment and China investigation expense, we applied a U.S. effective income tax rate before discrete items.
|
«
|
In determining the tax impact of restructuring expenses, we applied the statutory rate in effect for each jurisdiction where restructuring expenses were incurred.
|
*
|
Denotes non-GAAP financial measures.
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
Overview
|
•
|
Financial Results
|
•
|
Cash Flow Comparison
|
•
|
Liquidity and Capital Resources
|
•
|
Off-balance Sheet Arrangements
|
•
|
Critical Accounting Policies
|
•
|
Recently Issued Accounting Pronouncements
|
•
|
Quarterly Financial Information
|
•
|
Forward-looking Statements
|
|
|
|
|
Estimated
|
|
|
||||||||||||||
|
|
2018
|
|
Business
Change |
|
Restructuring
|
|
Currency
Translation |
|
2017
|
||||||||||
Revenue
|
|
$
|
778,032
|
|
|
$
|
(26,993
|
)
|
|
$
|
—
|
|
|
$
|
17,070
|
|
|
$
|
787,955
|
|
Cost of sales
|
|
472,503
|
|
|
(26,536
|
)
|
|
1,622
|
|
|
11,740
|
|
|
485,677
|
|
|||||
Gross profit
|
|
305,529
|
|
|
(457
|
)
|
|
(1,622
|
)
|
|
5,330
|
|
|
302,278
|
|
|||||
Gross margin
|
|
39.3
|
%
|
|
|
|
|
|
|
|
38.4
|
%
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Selling and marketing
|
|
126,333
|
|
|
(1,304
|
)
|
|
267
|
|
|
2,458
|
|
|
124,912
|
|
|||||
General and administrative
|
|
79,240
|
|
|
(9,553
|
)
|
|
317
|
|
|
937
|
|
|
87,539
|
|
|||||
Research and development
|
|
34,784
|
|
|
(988
|
)
|
|
524
|
|
|
249
|
|
|
34,999
|
|
|||||
Total operating expenses
|
|
240,357
|
|
|
(11,845
|
)
|
|
1,108
|
|
|
3,644
|
|
|
247,450
|
|
|||||
Income from operations
|
|
$
|
65,172
|
|
|
$
|
11,388
|
|
|
$
|
(2,730
|
)
|
|
$
|
1,686
|
|
|
$
|
54,828
|
|
Revenue
|
|
|
|
|
|
Increased / (Decreased)
|
|||||||||
|
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||
Revenue
|
|
$
|
778,032
|
|
|
$
|
787,955
|
|
|
$
|
(9,923
|
)
|
|
(1.3
|
)%
|
Gross Profit
|
|
|
|
|
|
Increased / (Decreased)
|
|||||||||
|
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||
Gross profit
|
|
$
|
305,529
|
|
|
$
|
302,278
|
|
|
$
|
3,251
|
|
|
1.1
|
%
|
Gross margin
|
|
39.3
|
%
|
|
38.4
|
%
|
|
0.9
|
|
|
ppts
|
Selling and Marketing Expense
|
|
|
|
|
|
Increased / (Decreased)
|
|||||||||
|
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||
Selling and marketing
|
|
$
|
126,333
|
|
|
$
|
124,912
|
|
|
$
|
1,421
|
|
|
1.1
|
%
|
% of Revenue
|
|
16.2
|
%
|
|
15.9
|
%
|
|
|
|
|
General and Administrative Expense
|
|
|
|
|
|
Increased / (Decreased)
|
|||||||||
|
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||
General and administrative
|
|
$
|
79,240
|
|
|
$
|
87,539
|
|
|
$
|
(8,299
|
)
|
|
(9.5
|
)%
|
% of Revenue
|
|
10.2
|
%
|
|
11.1
|
%
|
|
|
|
|
Research and Development Expense
|
|
|
|
|
|
Increased / (Decreased)
|
|||||||||
|
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||
Research and development
|
|
$
|
34,784
|
|
|
$
|
34,999
|
|
|
$
|
(215
|
)
|
|
(0.6
|
)%
|
% of Revenue
|
|
4.5
|
%
|
|
4.4
|
%
|
|
|
|
|
Income from Operations
|
|
|
|
|
|
Increased / (Decreased)
|
|||||||||
|
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||
Income from operations
|
|
$
|
65,172
|
|
|
$
|
54,828
|
|
|
$
|
10,344
|
|
|
18.9
|
%
|
% of Revenue
|
|
8.4
|
%
|
|
7.0
|
%
|
|
|
|
|
Interest Expense, Net
|
|
|
|
|
|
Increased / (Decreased)
|
|||||||||
|
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||
Interest expense, net
|
|
$
|
25,882
|
|
|
$
|
30,821
|
|
|
$
|
(4,939
|
)
|
|
(16.0
|
)%
|
Other Income (Expense), Net
|
|
|
|
|
|
Increased / (Decreased)
|
|||||||||
|
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||
Other income (expense), net
|
|
$
|
4,933
|
|
|
$
|
(996
|
)
|
|
$
|
5,929
|
|
|
595.3
|
%
|
Income Tax Provision (Benefit)
|
|
|
|
|
|
|
|
Increased / (Decreased)
|
|||||||
|
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||
Income tax provision (benefit)
|
|
$
|
(17,105
|
)
|
|
$
|
(2,073
|
)
|
|
$
|
(15,032
|
)
|
|
(725.1
|
)%
|
Effective rate
|
|
(38.7
|
)%
|
|
(9.0
|
)%
|
|
(29.7
|
)
|
|
ppts
|
Net Income
|
|
|
|
|
|
|
|
Increased / (Decreased)
|
|||||||
|
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||
Net income
|
|
$
|
61,328
|
|
|
$
|
25,084
|
|
|
$
|
36,244
|
|
|
144.5
|
%
|
Diluted earnings per share
|
|
$
|
3.18
|
|
|
$
|
1.31
|
|
|
$
|
1.87
|
|
|
142.7
|
%
|
|
|
|
|
|
Estimated
|
|
|
|||||||||||||
|
|
2018
|
|
Business
Change |
|
Restructuring
|
|
Currency
Translation |
|
2017
|
||||||||||
Revenue
|
|
$
|
464,924
|
|
|
$
|
(48,566
|
)
|
|
$
|
—
|
|
|
$
|
9,403
|
|
|
$
|
504,087
|
|
Cost of sales
|
|
314,735
|
|
|
(29,239
|
)
|
|
1,622
|
|
|
7,497
|
|
|
334,855
|
|
|||||
Gross profit
|
|
150,189
|
|
|
(19,327
|
)
|
|
(1,622
|
)
|
|
1,906
|
|
|
169,232
|
|
|||||
Gross margin
|
|
32.3
|
%
|
|
|
|
|
|
|
|
|
|
33.6
|
%
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Selling and marketing
|
|
68,899
|
|
|
(2,379
|
)
|
|
236
|
|
|
1,259
|
|
|
69,783
|
|
|||||
General and administrative
|
|
44,659
|
|
|
(7,623
|
)
|
|
317
|
|
|
600
|
|
|
51,365
|
|
|||||
Research and development
|
|
17,406
|
|
|
(2,594
|
)
|
|
524
|
|
|
14
|
|
|
19,462
|
|
|||||
Total operating expenses
|
|
130,964
|
|
|
(12,596
|
)
|
|
1,077
|
|
|
1,873
|
|
|
140,610
|
|
|||||
Income from operations
|
|
$
|
19,225
|
|
|
$
|
(6,731
|
)
|
|
$
|
(2,699
|
)
|
|
$
|
33
|
|
|
$
|
28,622
|
|
Revenue
|
|
|
|
|
|
Increased / (Decreased)
|
|||||||||
|
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||
Revenue
|
|
$
|
464,924
|
|
|
$
|
504,087
|
|
|
$
|
(39,163
|
)
|
|
(7.8
|
)%
|
Gross Profit
|
|
|
|
|
|
|
|
Increased / (Decreased)
|
|||||||
|
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||
Gross profit
|
|
$
|
150,189
|
|
|
$
|
169,232
|
|
|
$
|
(19,043
|
)
|
|
(11.3
|
)%
|
Gross margin
|
|
32.3
|
%
|
|
33.6
|
%
|
|
(1.3
|
)
|
|
ppts
|
Selling and Marketing Expense
|
|
|
|
|
|
Increased / (Decreased)
|
|||||||||
|
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||
Selling and marketing
|
|
$
|
68,899
|
|
|
$
|
69,783
|
|
|
$
|
(884
|
)
|
|
(1.3
|
)%
|
% of Revenue
|
|
14.8
|
%
|
|
13.8
|
%
|
|
|
|
|
|
|
General and Administrative Expense
|
|
|
|
|
|
Increased / (Decreased)
|
|||||||||
|
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||
General and administrative
|
|
$
|
44,659
|
|
|
$
|
51,365
|
|
|
$
|
(6,706
|
)
|
|
(13.1
|
)%
|
% of Revenue
|
|
9.6
|
%
|
|
10.2
|
%
|
|
|
|
|
|
|
Research and Development Expense
|
|
|
|
|
|
|
|
Increased / (Decreased)
|
|||||||
|
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||
Research and development
|
|
$
|
17,406
|
|
|
$
|
19,462
|
|
|
$
|
(2,056
|
)
|
|
(10.6
|
)%
|
% of Revenue
|
|
3.7
|
%
|
|
3.9
|
%
|
|
|
|
|
|
|
Income from Operations
|
|
|
|
|
|
|
|
Increased / (Decreased)
|
|||||||
|
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||
Income from operations
|
|
$
|
19,225
|
|
|
$
|
28,622
|
|
|
$
|
(9,397
|
)
|
|
(32.8
|
)%
|
% of Revenue
|
|
4.1
|
%
|
|
5.7
|
%
|
|
|
|
|
|
|
|
|
|
|
Estimated
|
|
|
||||||||||||||
|
|
2018
|
|
Business
Change |
|
Restructuring
|
|
Currency
Translation |
|
2017
|
||||||||||
Revenue
|
|
$
|
314,269
|
|
|
$
|
22,734
|
|
|
$
|
—
|
|
|
$
|
7,667
|
|
|
$
|
283,868
|
|
Cost of sales
|
|
158,896
|
|
|
3,831
|
|
|
—
|
|
|
4,243
|
|
|
150,822
|
|
|||||
Gross profit
|
|
155,373
|
|
|
18,903
|
|
|
—
|
|
|
3,424
|
|
|
133,046
|
|
|||||
Gross margin
|
|
49.4
|
%
|
|
|
|
|
|
|
|
|
|
|
46.9
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Selling and marketing
|
|
57,434
|
|
|
1,075
|
|
|
31
|
|
|
1,199
|
|
|
55,129
|
|
|||||
General and administrative
|
|
34,581
|
|
|
(1,930
|
)
|
|
—
|
|
|
337
|
|
|
36,174
|
|
|||||
Research and development
|
|
17,378
|
|
|
1,606
|
|
|
—
|
|
|
235
|
|
|
15,537
|
|
|||||
Total operating expenses
|
|
109,393
|
|
|
751
|
|
|
31
|
|
|
1,771
|
|
|
106,840
|
|
|||||
Income from operations
|
|
$
|
45,980
|
|
|
$
|
18,152
|
|
|
$
|
(31
|
)
|
|
$
|
1,653
|
|
|
$
|
26,206
|
|
Revenue
|
|
|
|
|
|
|
|
Increased / (Decreased)
|
|||||||
|
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||
Revenue
|
|
$
|
314,269
|
|
|
$
|
283,868
|
|
|
$
|
30,401
|
|
|
10.7
|
%
|
Gross Profit
|
|
|
|
|
|
|
|
Increased / (Decreased)
|
|||||||
|
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||
Gross profit
|
|
$
|
155,373
|
|
|
$
|
133,046
|
|
|
$
|
22,327
|
|
|
16.8
|
%
|
Gross margin
|
|
49.4
|
%
|
|
46.9
|
%
|
|
2.5
|
|
|
ppts
|
Selling and Marketing Expense
|
|
|
|
|
|
|
|
Increased / (Decreased)
|
|||||||
|
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||
Selling and marketing
|
|
$
|
57,434
|
|
|
$
|
55,129
|
|
|
$
|
2,305
|
|
|
4.2
|
%
|
% of Revenue
|
|
18.3
|
%
|
|
19.4
|
%
|
|
|
|
|
|
|
General and Administrative Expense
|
|
|
|
|
|
|
|
Increased / (Decreased)
|
|||||||
|
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||
General and administrative
|
|
$
|
34,581
|
|
|
$
|
36,174
|
|
|
$
|
(1,593
|
)
|
|
(4.4
|
)%
|
% of Revenue
|
|
11.0
|
%
|
|
12.7
|
%
|
|
|
|
|
|
|
Research and Development Expense
|
|
|
|
|
|
|
|
Increased / (Decreased)
|
|||||||
|
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||
Research and development
|
|
$
|
17,378
|
|
|
$
|
15,537
|
|
|
$
|
1,841
|
|
|
11.8
|
%
|
% of Revenue
|
|
5.5
|
%
|
|
5.5
|
%
|
|
|
|
|
|
|
Income from Operations
|
|
|
|
|
|
|
|
Increased / (Decreased)
|
|||||||
|
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||
Income from operations
|
|
$
|
45,980
|
|
|
$
|
26,206
|
|
|
$
|
19,774
|
|
|
75.5
|
%
|
% of Revenue
|
|
14.6
|
%
|
|
9.2
|
%
|
|
|
|
|
|
|
|
|
|
|
Estimated
|
|
|
||||||||||||||
|
|
2017
|
|
Business
Change |
|
Acquisition /
Restructuring 1 |
|
Currency
Translation |
|
2016
|
||||||||||
Revenue
|
|
$
|
787,955
|
|
|
$
|
11,926
|
|
|
$
|
129,197
|
|
|
$
|
(3,315
|
)
|
|
$
|
650,147
|
|
Cost of sales
|
|
485,677
|
|
|
(6,722
|
)
|
|
76,786
|
|
|
(3,130
|
)
|
|
418,743
|
|
|||||
Gross profit
|
|
302,278
|
|
|
18,648
|
|
|
52,411
|
|
|
(185
|
)
|
|
231,404
|
|
|||||
Gross margin
|
|
38.4
|
%
|
|
|
|
|
|
|
|
35.6
|
%
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Selling and marketing
|
|
124,912
|
|
|
926
|
|
|
29,133
|
|
|
(139
|
)
|
|
94,992
|
|
|||||
General and administrative
|
|
87,539
|
|
|
(2,356
|
)
|
|
20,969
|
|
|
(387
|
)
|
|
69,313
|
|
|||||
Research and development
|
|
34,999
|
|
|
2,482
|
|
|
7,192
|
|
|
(11
|
)
|
|
25,336
|
|
|||||
Total operating expenses
|
|
247,450
|
|
|
1,052
|
|
|
57,294
|
|
|
(537
|
)
|
|
189,641
|
|
|||||
Income from operations
|
|
$
|
54,828
|
|
|
$
|
17,596
|
|
|
$
|
(4,883
|
)
|
|
$
|
352
|
|
|
$
|
41,763
|
|
1
|
The Acquisition / Restructuring column includes revenues and costs from the acquisition of PCB for the first three quarters of fiscal year 2017, including the PCB acquisition inventory adjustment, costs incurred as part of the acquisition of PCB, and restructuring expenses incurred in fiscal year 2017. The first three quarters of fiscal year 2016 did not include PCB results since the acquisition closed in the fourth quarter of fiscal year 2016; therefore, the estimated impact of PCB for the first three quarters of fiscal year 2017 is separately identified herein for comparability.
|
Revenue
|
|
|
|
|
|
Increased / (Decreased)
|
|||||||||
|
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
Revenue
|
|
$
|
787,955
|
|
|
$
|
650,147
|
|
|
$
|
137,808
|
|
|
21.2
|
%
|
Gross Profit
|
|
|
|
|
|
Increased / (Decreased)
|
|||||||||
|
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
Gross profit
|
|
$
|
302,278
|
|
|
$
|
231,404
|
|
|
$
|
70,874
|
|
|
30.6
|
%
|
Gross margin
|
|
38.4
|
%
|
|
35.6
|
%
|
|
2.8
|
|
|
ppts
|
Selling and Marketing Expense
|
|
|
|
|
|
Increased / (Decreased)
|
|||||||||
|
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
Selling and marketing
|
|
$
|
124,912
|
|
|
$
|
94,992
|
|
|
$
|
29,920
|
|
|
31.5
|
%
|
% of Revenue
|
|
15.9
|
%
|
|
14.6
|
%
|
|
|
|
|
General and Administrative Expense
|
|
|
|
|
|
Increased / (Decreased)
|
|||||||||
|
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
General and administrative
|
|
$
|
87,539
|
|
|
$
|
69,313
|
|
|
$
|
18,226
|
|
|
26.3
|
%
|
% of Revenue
|
|
11.1
|
%
|
|
10.7
|
%
|
|
|
|
|
Research and Development Expense
|
|
|
|
|
|
Increased / (Decreased)
|
|||||||||
|
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
Research and development
|
|
$
|
34,999
|
|
|
$
|
25,336
|
|
|
$
|
9,663
|
|
|
38.1
|
%
|
% of Revenue
|
|
4.4
|
%
|
|
3.9
|
%
|
|
|
|
|
Income from Operations
|
|
|
|
|
|
Increased / (Decreased)
|
|||||||||
|
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
Income from operations
|
|
$
|
54,828
|
|
|
$
|
41,763
|
|
|
$
|
13,065
|
|
|
31.3
|
%
|
% of Revenue
|
|
7.0
|
%
|
|
6.4
|
%
|
|
|
|
|
Interest Expense, Net
|
|
|
|
|
|
Increased / (Decreased)
|
|||||||||
|
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
Interest expense, net
|
|
$
|
30,821
|
|
|
$
|
8,489
|
|
|
$
|
22,332
|
|
|
263.1
|
%
|
Other Income (Expense), Net
|
|
|
|
|
|
Increased / (Decreased)
|
|||||||||
|
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
Other income (expense), net
|
|
$
|
(996
|
)
|
|
$
|
238
|
|
|
$
|
(1,234
|
)
|
|
(518.5
|
)%
|
Income Tax Provision (Benefit)
|
|
|
|
|
|
|
|
Increased / (Decreased)
|
|||||||
|
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
Income tax provision (benefit)
|
|
$
|
(2,073
|
)
|
|
$
|
6,018
|
|
|
$
|
(8,091
|
)
|
|
(134.4
|
)%
|
Effective rate
|
|
(9.0
|
)%
|
|
18.0
|
%
|
|
(27.0
|
)
|
|
ppts
|
Net Income
|
|
|
|
|
|
|
|
Increased / (Decreased)
|
|||||||
|
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
Net income
|
|
$
|
25,084
|
|
|
$
|
27,494
|
|
|
$
|
(2,410
|
)
|
|
(8.8
|
)%
|
Diluted earnings per share
|
|
$
|
1.31
|
|
|
$
|
1.70
|
|
|
$
|
(0.39
|
)
|
|
(22.9
|
)%
|
|
|
|
|
|
Estimated
|
|
|
|||||||||||||
|
|
2017
|
|
Business
Change |
|
Acquisition / Restructuring
1
|
|
Currency
Translation |
|
2016
|
||||||||||
Revenue
|
|
$
|
504,087
|
|
|
$
|
(4,151
|
)
|
|
$
|
—
|
|
|
$
|
(4,027
|
)
|
|
$
|
512,265
|
|
Cost of sales
|
|
334,855
|
|
|
(6,304
|
)
|
|
2,439
|
|
|
(3,520
|
)
|
|
342,240
|
|
|||||
Gross profit
|
|
169,232
|
|
|
2,153
|
|
|
(2,439
|
)
|
|
(507
|
)
|
|
170,025
|
|
|||||
Gross margin
|
|
33.6
|
%
|
|
|
|
|
|
|
|
|
|
33.2
|
%
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Selling and marketing
|
|
69,783
|
|
|
377
|
|
|
112
|
|
|
(356
|
)
|
|
69,650
|
|
|||||
General and administrative
|
|
51,365
|
|
|
9,190
|
|
|
371
|
|
|
(406
|
)
|
|
42,210
|
|
|||||
Research and development
|
|
19,462
|
|
|
1,962
|
|
|
—
|
|
|
(5
|
)
|
|
17,505
|
|
|||||
Total operating expenses
|
|
140,610
|
|
|
11,529
|
|
|
483
|
|
|
(767
|
)
|
|
129,365
|
|
|||||
Income from operations
|
|
$
|
28,622
|
|
|
$
|
(9,376
|
)
|
|
$
|
(2,922
|
)
|
|
$
|
260
|
|
|
$
|
40,660
|
|
1
|
The Acquisition / Restructuring column includes restructuring expenses incurred in fiscal year 2017. The acquisition of PCB did not have an impact on Test results of operations during fiscal year 2017.
|
Revenue
|
|
|
|
|
|
Increased / (Decreased)
|
|||||||||
|
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
Revenue
|
|
$
|
504,087
|
|
|
$
|
512,265
|
|
|
$
|
(8,178
|
)
|
|
(1.6
|
)%
|
Gross Profit
|
|
|
|
|
|
|
|
Increased / (Decreased)
|
|||||||
|
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
Gross profit
|
|
$
|
169,232
|
|
|
$
|
170,025
|
|
|
$
|
(793
|
)
|
|
(0.5
|
)%
|
Gross margin
|
|
33.6
|
%
|
|
33.2
|
%
|
|
0.4
|
|
|
ppts
|
Selling and Marketing Expense
|
|
|
|
|
|
Increased / (Decreased)
|
|||||||||
|
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
Selling and marketing
|
|
$
|
69,783
|
|
|
$
|
69,650
|
|
|
$
|
133
|
|
|
0.2
|
%
|
% of Revenue
|
|
13.8
|
%
|
|
13.6
|
%
|
|
|
|
|
|
|
General and Administrative Expense
|
|
|
|
|
|
Increased / (Decreased)
|
|||||||||
|
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
General and administrative
|
|
$
|
51,365
|
|
|
$
|
42,210
|
|
|
$
|
9,155
|
|
|
21.7
|
%
|
% of Revenue
|
|
10.2
|
%
|
|
8.2
|
%
|
|
|
|
|
|
|
Research and Development Expense
|
|
|
|
|
|
|
|
Increased / (Decreased)
|
|||||||
|
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
Research and development
|
|
$
|
19,462
|
|
|
$
|
17,505
|
|
|
$
|
1,957
|
|
|
11.2
|
%
|
% of Revenue
|
|
3.9
|
%
|
|
3.4
|
%
|
|
|
|
|
|
|
Income from Operations
|
|
|
|
|
|
|
|
Increased / (Decreased)
|
|||||||
|
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
Income from operations
|
|
$
|
28,622
|
|
|
$
|
40,660
|
|
|
$
|
(12,038
|
)
|
|
(29.6
|
)%
|
% of Revenue
|
|
5.7
|
%
|
|
7.9
|
%
|
|
|
|
|
|
|
|
|
|
|
Estimated
|
|
|
||||||||||||||
|
|
2017
|
|
Business
Change |
|
Acquisition /
Restructuring 1 |
|
Currency
Translation |
|
2016
|
||||||||||
Revenue
|
|
$
|
283,868
|
|
|
$
|
16,077
|
|
|
$
|
129,197
|
|
|
$
|
712
|
|
|
$
|
137,882
|
|
Cost of sales
|
|
150,822
|
|
|
(418
|
)
|
|
74,347
|
|
|
390
|
|
|
76,503
|
|
|||||
Gross profit
|
|
133,046
|
|
|
16,495
|
|
|
54,850
|
|
|
322
|
|
|
61,379
|
|
|||||
Gross margin
|
|
46.9
|
%
|
|
|
|
|
|
|
|
|
|
|
44.5
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Selling and marketing
|
|
55,129
|
|
|
549
|
|
|
29,021
|
|
|
217
|
|
|
25,342
|
|
|||||
General and administrative
|
|
36,174
|
|
|
(11,546
|
)
|
|
20,598
|
|
|
19
|
|
|
27,103
|
|
|||||
Research and development
|
|
15,537
|
|
|
520
|
|
|
7,192
|
|
|
(6
|
)
|
|
7,831
|
|
|||||
Total operating expenses
|
|
106,840
|
|
|
(10,477
|
)
|
|
56,811
|
|
|
230
|
|
|
60,276
|
|
|||||
Income from operations
|
|
$
|
26,206
|
|
|
$
|
26,972
|
|
|
$
|
(1,961
|
)
|
|
$
|
92
|
|
|
$
|
1,103
|
|
1
|
The Acquisition / Restructuring column includes revenues and costs from the acquisition of PCB for the first three quarters of fiscal year 2017, including the PCB acquisition inventory adjustment, costs incurred as part of the acquisition of PCB, and restructuring expenses incurred in fiscal year 2017. The first three quarters of fiscal year 2016 did not include PCB results since the acquisition closed in the fourth quarter of fiscal year 2016; therefore, the estimated impact of PCB for the first three quarters of fiscal year 2017 is separately identified herein for comparability.
|
Revenue
|
|
|
|
|
|
|
|
Increased / (Decreased)
|
|||||||
|
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
Revenue
|
|
$
|
283,868
|
|
|
$
|
137,882
|
|
|
$
|
145,986
|
|
|
105.9
|
%
|
Gross Profit
|
|
|
|
|
|
|
|
Increased / (Decreased)
|
|||||||
|
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
Gross profit
|
|
$
|
133,046
|
|
|
$
|
61,379
|
|
|
$
|
71,667
|
|
|
116.8
|
%
|
Gross margin
|
|
46.9
|
%
|
|
44.5
|
%
|
|
2.4
|
|
|
ppts
|
Selling and Marketing Expense
|
|
|
|
|
|
|
|
Increased / (Decreased)
|
|||||||
|
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
Selling and marketing
|
|
$
|
55,129
|
|
|
$
|
25,342
|
|
|
$
|
29,787
|
|
|
117.5
|
%
|
% of Revenue
|
|
19.4
|
%
|
|
18.4
|
%
|
|
|
|
|
|
|
General and Administrative Expense
|
|
|
|
|
|
|
|
Increased / (Decreased)
|
|||||||
|
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
General and administrative
|
|
$
|
36,174
|
|
|
$
|
27,103
|
|
|
$
|
9,071
|
|
|
33.5
|
%
|
% of Revenue
|
|
12.7
|
%
|
|
19.7
|
%
|
|
|
|
|
|
|
Research and Development Expense
|
|
|
|
|
|
|
|
Increased / (Decreased)
|
|||||||
|
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
Research and development
|
|
$
|
15,537
|
|
|
$
|
7,831
|
|
|
$
|
7,706
|
|
|
98.4
|
%
|
% of Revenue
|
|
5.5
|
%
|
|
5.7
|
%
|
|
|
|
|
|
|
Income from Operations
|
|
|
|
|
|
|
|
Increased / (Decreased)
|
|||||||
|
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
Income from operations
|
|
$
|
26,206
|
|
|
$
|
1,103
|
|
|
$
|
25,103
|
|
|
2,275.9
|
%
|
% of Revenue
|
|
9.2
|
%
|
|
0.8
|
%
|
|
|
|
|
|
|
|
|
Fiscal Year
|
|||||||||
|
|
2018
|
|
2017
|
|
2016
|
|||||
Total cash provided by (used in):
|
|
|
|
|
|
|
|||||
Operating activities
|
|
$
|
63,247
|
|
|
$
|
71,860
|
|
|
68,068
|
|
Investing activities
|
|
(4,705
|
)
|
|
(18,606
|
)
|
|
(600,212
|
)
|
||
Financing activities
|
|
(94,566
|
)
|
|
(30,689
|
)
|
|
564,292
|
|
||
Effect of exchange rate changes on cash
|
|
(905
|
)
|
|
1,388
|
|
|
864
|
|
||
Increase (decrease) during the period
|
|
(36,929
|
)
|
|
23,953
|
|
|
33,012
|
|
||
Cash and cash equivalents balance, beginning of period
|
|
108,733
|
|
|
84,780
|
|
|
51,768
|
|
||
Cash and cash equivalents balance, end of period
|
|
$
|
71,804
|
|
|
$
|
108,733
|
|
|
84,780
|
|
|
|
Total
|
|
|
Less than
1 year
|
|
|
1 - 3 years
|
|
|
3 - 5 years
|
|
|
More than
5 years
|
|
|||||
Long-term debt
1
|
|
$
|
398,706
|
|
|
$
|
11,890
|
|
|
$
|
9,200
|
|
|
$
|
377,616
|
|
|
$
|
—
|
|
Interest payable on long-term debt
2
|
|
96,328
|
|
|
19,691
|
|
|
39,850
|
|
|
36,787
|
|
|
—
|
|
|||||
Capital lease obligations
3
|
|
2,000
|
|
|
553
|
|
|
1,168
|
|
|
279
|
|
|
—
|
|
|||||
Operating lease obligations
4
|
|
13,690
|
|
|
4,827
|
|
|
4,856
|
|
|
1,999
|
|
|
2,008
|
|
|||||
Other long-term obligations
5
|
|
15,450
|
|
|
1,822
|
|
|
2,061
|
|
|
2,260
|
|
|
9,307
|
|
|||||
Total contractual obligations
6
|
|
$
|
526,174
|
|
|
$
|
38,783
|
|
|
$
|
57,135
|
|
|
$
|
418,941
|
|
|
$
|
11,315
|
|
1
|
Long-term debt includes the tranche B term loan facility (Term Facility) and the debt component of the TEUs. For the above period of less than one year, no excess cash flow prepayment is required under the provisions of the Term Facility based on fiscal year 2018 results due to the planned prepayments made during fiscal year 2018. The Term Facility amounts for periods subsequent to less than one year exclude excess cash flow prepayments, which may be required under the provisions of the Term Facility based on fiscal year 2019 and subsequent fiscal year results as future prepayment amounts, if any, are not reasonably estimable as of
September 29, 2018
. Refer to Note 5 and Note 9 to the Consolidated Financial Statements included in Item 8 of Part II of this Annual Report on Form 10-K for additional information regarding our financing arrangements and our TEUs, respectively.
|
2
|
Interest payable on long-term debt includes interest on the Term Facility, the debt component of TEUs and capital lease obligations.
|
3
|
Capital lease obligations represent contractual vehicle leases. Refer to Note 1 and Note 5 to the Consolidated Financial Statements included in Item 8 of Part II of this Annual Report on Form 10-K for additional information regarding our capital lease obligations.
|
4
|
Operating leases are primarily for office space, as well as vehicles and equipment. Refer to Note 14 to the Consolidated Financial Statements included in Item 8 of Part II of this Annual Report on Form 10-K for additional lease information.
|
5
|
Other long-term obligations include liabilities under pension and other retirement plans and warehouse fee obligations.
|
6
|
Long-term income tax liabilities for uncertain tax positions have been excluded from the contractual obligations table as we are unable to make a reasonably reliable estimate of the amount and period of related future payments. As of
September 29, 2018
, our long-term liability for uncertain tax positions was
$6,158
. Refer to Note 8 to the Consolidated Financial Statements included in Item 8 of Part II of this Annual Report on Form 10-K for additional income tax information.
|
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Full
|
||||||||||
|
|
Quarter
|
|
Quarter
|
|
Quarter
|
|
Quarter
|
|
Year
1
|
||||||||||
|
|
(unaudited)
|
|
(unaudited)
|
|
(unaudited)
|
|
(unaudited)
|
|
|
||||||||||
Fiscal Year 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenue
|
|
$
|
194,162
|
|
|
$
|
191,323
|
|
|
$
|
194,668
|
|
|
$
|
197,879
|
|
|
$
|
778,032
|
|
Gross profit
|
|
77,928
|
|
|
74,825
|
|
|
76,284
|
|
|
76,492
|
|
|
305,529
|
|
|||||
Income before income taxes
|
|
9,470
|
|
|
10,176
|
|
|
10,045
|
|
|
14,532
|
|
|
44,223
|
|
|||||
Net income
|
|
$
|
33,151
|
|
|
$
|
8,438
|
|
|
$
|
8,979
|
|
|
$
|
10,760
|
|
|
$
|
61,328
|
|
Earnings per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
1.73
|
|
|
$
|
0.44
|
|
|
$
|
0.47
|
|
|
$
|
0.56
|
|
|
$
|
3.20
|
|
Diluted
|
|
$
|
1.72
|
|
|
$
|
0.44
|
|
|
$
|
0.47
|
|
|
$
|
0.56
|
|
|
$
|
3.18
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fiscal Year 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenue
|
|
$
|
199,279
|
|
|
$
|
193,424
|
|
|
$
|
193,764
|
|
|
$
|
201,488
|
|
|
$
|
787,955
|
|
Gross profit
|
|
73,464
|
|
|
78,856
|
|
|
75,556
|
|
|
74,402
|
|
|
302,278
|
|
|||||
Income before income taxes
|
|
2,181
|
|
|
8,660
|
|
|
7,983
|
|
|
4,187
|
|
|
23,011
|
|
|||||
Net income
|
|
$
|
1,705
|
|
|
$
|
7,199
|
|
|
$
|
10,610
|
|
|
$
|
5,570
|
|
|
$
|
25,084
|
|
Earnings per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
|
$
|
0.09
|
|
|
$
|
0.38
|
|
|
$
|
0.56
|
|
|
$
|
0.29
|
|
|
$
|
1.32
|
|
Diluted
|
|
$
|
0.09
|
|
|
$
|
0.38
|
|
|
$
|
0.55
|
|
|
$
|
0.29
|
|
|
$
|
1.31
|
|
1
|
The earnings per share amounts for each quarter may not sum to the fiscal year amounts due to rounding and the effect of weighting.
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
(Unfavorable) favorable impact from currency translation on
|
|
|
|
|
|
|
||||||
Revenue
|
|
$
|
17,070
|
|
|
$
|
(3,746
|
)
|
|
$
|
(33,118
|
)
|
Net income
|
|
$
|
933
|
|
|
$
|
(78
|
)
|
|
$
|
(2,193
|
)
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
(a)
|
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
|
(b)
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
|
(c)
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
Name
|
Age
|
Position
|
Jeffrey A. Graves
|
57
|
Director, President and Chief Executive Officer
|
William C. Becker
|
65
|
President, MTS Test Sales, Service and Marketing
|
Steven B. Harrison
|
52
|
President, MTS Test Engineering, Operations and Order Fulfillment
|
David T. Hore
|
53
|
President, MTS Sensors
|
Brian T. Ross
|
42
|
Senior Vice President and Chief Financial Officer
|
Todd J. Klemmensen
|
45
|
Senior Vice President, General Counsel and Secretary
|
ITEM
11.
|
EXECUTIVE COMPENSATION
|
ITEM
12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
(a)
|
The following documents are filed as part of this Annual Report on Form 10-K:
|
(1)
|
Consolidated Financial Statements
|
(2)
|
Financial Statement Schedules
|
Exhibit
|
|
|
|
|
Number
|
|
|
Description
|
|
|
|
|
|
|
2.1
|
|
|
|
|
|
|
|
|
|
3.1
|
|
|
|
|
|
|
|
|
|
3.2
|
|
|
|
|
|
|
|
|
|
4.1
|
|
|
|
|
|
|
|
|
|
4.2
|
|
|
|
|
|
|
|
|
|
4.3
|
|
|
|
|
|
|
|
|
|
4.4
|
|
|
|
|
|
|
|
|
|
4.5
|
|
|
|
|
|
|
|
|
|
4.6
|
|
|
|
|
|
|
|
|
|
4.7
|
|
|
|
|
|
|
|
|
|
4.8
|
|
|
|
|
|
|
|
|
|
4.9
|
|
|
|
|
|
|
|
|
|
10.1
|
|
*
|
|
|
|
|
|
|
|
10.2
|
|
*
|
|
|
|
|
|
|
10.3
|
|
*
|
|
|
|
|
|
|
|
10.4
|
|
*
|
|
|
|
|
|
|
|
10.5
|
|
*
|
|
|
|
|
|
|
|
10.6
|
|
*
|
|
|
|
|
|
|
|
10.7
|
|
*
|
|
|
|
|
|
|
|
10.8
|
|
*
|
|
|
|
|
|
|
|
10.9
|
|
*
|
|
|
|
|
|
|
|
10.10
|
|
*
|
|
|
|
|
|
|
|
10.11
|
|
*
|
|
|
|
|
|
|
|
10.12
|
|
*
|
|
|
|
|
|
|
|
10.13
|
|
*
|
|
|
|
|
|
|
|
10.14
|
|
*
|
|
|
|
|
|
|
|
10.15
|
|
*
|
|
|
|
|
|
|
|
10.16
|
|
*
|
|
|
|
|
|
|
10.17
|
|
*
|
|
|
|
|
|
|
|
10.18
|
|
*
|
|
|
|
|
|
|
|
10.19
|
|
*
|
|
|
|
|
|
|
|
10.20
|
|
*
|
|
|
|
|
|
|
|
10.21
|
|
*
|
|
|
|
|
|
|
|
10.22
|
|
*
|
|
|
|
|
|
|
|
10.23
|
|
*
|
|
|
|
|
|
|
|
10.24
|
|
*
|
|
|
|
|
|
|
|
10.25
|
|
*
|
|
|
|
|
|
|
|
10.26
|
|
*
|
|
|
|
|
|
|
|
10.27
|
|
*
|
|
|
|
|
|
|
|
10.28
|
|
*
|
|
|
|
|
|
|
|
10.29
|
|
*
|
|
|
|
|
|
|
|
10.30
|
|
*
|
|
|
|
|
|
|
10.31
|
|
*
|
|
|
|
|
|
|
|
10.32
|
|
|
|
|
|
|
|
|
|
10.33
|
|
|
|
|
|
|
|
|
|
10.34
|
|
|
|
|
|
|
|
|
|
10.35
|
|
|
|
|
|
|
|
|
|
10.36
|
|
|
|
|
|
|
|
|
|
10.37
|
|
|
|
|
|
|
|
|
|
10.38
|
|
|
|
|
|
|
|
|
|
10.39
|
|
|
|
|
|
|
|
|
|
10.40
|
|
|
|
|
|
|
|
|
|
10.41
|
|
|
|
|
|
|
|
|
|
21.1
|
|
|
|
|
|
|
|
|
|
23.1
|
|
|
|
|
|
|
|
|
|
31.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MTS SYSTEMS CORPORATION
|
|
|
|
|
|
Date:
|
November 26, 2018
|
/s/ JEFFREY A. GRAVES
|
|
|
|
Jeffrey A. Graves
|
|
|
|
President and Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
Date:
|
November 26, 2018
|
/s/ BRIAN T. ROSS
|
|
|
|
Brian T. Ross
|
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
|
(Principal Financial Officer and Principal Accounting Officer)
|
/s/ JEFFREY A. GRAVES
|
|
President and
|
|
November 26, 2018
|
Jeffrey A. Graves
|
|
Chief Executive Officer
|
|
|
|
|
and Director
|
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ BRIAN T. ROSS
|
|
Senior Vice President
|
|
November 26, 2018
|
Brian T. Ross
|
|
and Chief Financial Officer
|
|
|
|
|
(Principal Financial Officer and
|
|
|
|
|
Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ DAVID J. ANDERSON
|
|
Non-Executive
|
|
November 26, 2018
|
David J. Anderson
|
|
Chairman of the Board
|
|
|
|
|
|
|
|
/s/ DAVID D. JOHNSON
|
|
Director
|
|
November 26, 2018
|
David D. Johnson
|
|
|
|
|
|
|
|
|
|
/s/ RANDY J. MARTINEZ
|
|
Director
|
|
November 26, 2018
|
Randy J. Martinez
|
|
|
|
|
|
|
|
|
|
/s/ MICHAEL V. SCHROCK
|
|
Director
|
|
November 26, 2018
|
Michael V. Schrock
|
|
|
|
|
|
|
|
|
|
/s/ GAIL P. STEINEL
|
|
Director
|
|
November 26, 2018
|
Gail P. Steinel
|
|
|
|
|
|
|
|
|
|
/s/ MAXIMILIANE C. STRAUB
|
|
Director
|
|
November 26, 2018
|
Maximiliane C. Straub
|
|
|
|
|
|
|
|
|
|
/s/ CHUN HUNG (KENNETH) YU
|
|
Director
|
|
November 26, 2018
|
Chun Hung (Kenneth) Yu
|
|
|
|
|
|
|
September 29, 2018
|
|
|
September 30, 2017
|
|
||
Assets
|
|
|
|
|
|
|
||
Current assets
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
71,804
|
|
|
$
|
108,733
|
|
Accounts receivable, net of allowance for doubtful accounts of $5,004 and $5,371, respectively
|
|
122,243
|
|
|
123,994
|
|
||
Unbilled accounts receivable, net
|
|
70,474
|
|
|
76,914
|
|
||
Inventories, net
|
|
139,109
|
|
|
127,728
|
|
||
Prepaid expenses and other current assets
|
|
24,572
|
|
|
19,880
|
|
||
Total current assets
|
|
428,202
|
|
|
457,249
|
|
||
Property and equipment, net
|
|
90,269
|
|
|
99,930
|
|
||
Goodwill
|
|
369,275
|
|
|
369,762
|
|
||
Intangible assets, net
|
|
246,138
|
|
|
255,079
|
|
||
Other long-term assets
|
|
2,263
|
|
|
4,116
|
|
||
Deferred income taxes
|
|
3,249
|
|
|
3,556
|
|
||
Total assets
|
|
$
|
1,139,396
|
|
|
$
|
1,189,692
|
|
|
|
|
|
|
||||
Liabilities and Shareholders' Equity
|
|
|
|
|
|
|
||
Current liabilities
|
|
|
|
|
|
|
||
Current maturities of long-term debt, net
|
|
$
|
32,738
|
|
|
$
|
39,095
|
|
Accounts payable
|
|
47,886
|
|
|
47,515
|
|
||
Accrued payroll and related costs
|
|
43,554
|
|
|
49,434
|
|
||
Advance payments from customers
|
|
80,131
|
|
|
76,712
|
|
||
Accrued warranty costs
|
|
5,418
|
|
|
6,018
|
|
||
Accrued income taxes
|
|
4,928
|
|
|
4,464
|
|
||
Accrued dividends
|
|
5,312
|
|
|
5,278
|
|
||
Other accrued liabilities
|
|
19,146
|
|
|
18,873
|
|
||
Total current liabilities
|
|
239,113
|
|
|
247,389
|
|
||
Long-term debt, less current maturities, net
|
|
355,640
|
|
|
418,544
|
|
||
Deferred income taxes
|
|
46,482
|
|
|
74,981
|
|
||
Non-current accrued income taxes
|
|
6,158
|
|
|
5,855
|
|
||
Defined benefit pension plan obligation
|
|
9,177
|
|
|
8,588
|
|
||
Other long-term liabilities
|
|
4,894
|
|
|
5,558
|
|
||
Total liabilities
|
|
661,464
|
|
|
760,915
|
|
||
|
|
|
|
|
||||
Shareholders' Equity
|
|
|
|
|
|
|
||
Common stock, $0.25 par value; 64,000 shares authorized: 17,856 and 17,760 shares issued and outstanding as of September 29, 2018 and September 30, 2017, respectively
|
|
4,464
|
|
|
4,440
|
|
||
Additional paid-in capital
|
|
171,407
|
|
|
163,632
|
|
||
Retained earnings
|
|
300,585
|
|
|
261,258
|
|
||
Accumulated other comprehensive income (loss)
|
|
1,476
|
|
|
(553
|
)
|
||
Total shareholders' equity
|
|
477,932
|
|
|
428,777
|
|
||
Total liabilities and shareholders' equity
|
|
$
|
1,139,396
|
|
|
$
|
1,189,692
|
|
For the fiscal year ended
|
|
September 29, 2018
|
|
|
September 30, 2017
|
|
|
October 1, 2016
|
|
|||
Revenue
|
|
|
|
|
|
|
|
|
|
|||
Product
|
|
$
|
674,391
|
|
|
$
|
691,471
|
|
|
$
|
562,340
|
|
Service
|
|
103,641
|
|
|
96,484
|
|
|
87,807
|
|
|||
Total revenue
|
|
778,032
|
|
|
787,955
|
|
|
650,147
|
|
|||
Cost of sales
|
|
|
|
|
|
|
|
|
|
|||
Product
|
|
409,525
|
|
|
427,405
|
|
|
365,401
|
|
|||
Service
|
|
62,978
|
|
|
58,272
|
|
|
53,342
|
|
|||
Total cost of sales
|
|
472,503
|
|
|
485,677
|
|
|
418,743
|
|
|||
Gross profit
|
|
305,529
|
|
|
302,278
|
|
|
231,404
|
|
|||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|||
Selling and marketing
|
|
126,333
|
|
|
124,912
|
|
|
94,992
|
|
|||
General and administrative
|
|
79,240
|
|
|
87,539
|
|
|
69,313
|
|
|||
Research and development
|
|
34,784
|
|
|
34,999
|
|
|
25,336
|
|
|||
Total operating expenses
|
|
240,357
|
|
|
247,450
|
|
|
189,641
|
|
|||
Income from operations
|
|
65,172
|
|
|
54,828
|
|
|
41,763
|
|
|||
Interest expense, net
|
|
(25,882
|
)
|
|
(30,821
|
)
|
|
(8,489
|
)
|
|||
Other income (expense), net
|
|
4,933
|
|
|
(996
|
)
|
|
238
|
|
|||
Income before income taxes
|
|
44,223
|
|
|
23,011
|
|
|
33,512
|
|
|||
Income tax provision (benefit)
|
|
(17,105
|
)
|
|
(2,073
|
)
|
|
6,018
|
|
|||
Net income
|
|
$
|
61,328
|
|
|
$
|
25,084
|
|
|
$
|
27,494
|
|
|
|
|
|
|
|
|
||||||
Earnings per share
|
|
|
|
|
|
|
|
|
|
|||
Basic
|
|
|
|
|
|
|
||||||
Earnings per share
|
|
$
|
3.20
|
|
|
$
|
1.32
|
|
|
$
|
1.72
|
|
Weighted average common shares outstanding
|
|
19,163
|
|
|
19,040
|
|
|
16,027
|
|
|||
|
|
|
|
|
|
|
||||||
Diluted
|
|
|
|
|
|
|
||||||
Earnings per share
|
|
$
|
3.18
|
|
|
$
|
1.31
|
|
|
$
|
1.70
|
|
Weighted average common shares outstanding
|
|
19,293
|
|
|
19,137
|
|
|
16,179
|
|
|||
|
|
|
|
|
|
|
||||||
Dividends declared per share
|
|
$
|
1.20
|
|
|
$
|
1.20
|
|
|
$
|
1.20
|
|
For the fiscal year ended
|
|
September 29, 2018
|
|
|
September 30, 2017
|
|
|
October 1, 2016
|
|
|||
Net income
|
|
$
|
61,328
|
|
|
$
|
25,084
|
|
|
$
|
27,494
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
|||
Foreign currency translation gain (loss) adjustments
|
|
(2,174
|
)
|
|
3,273
|
|
|
(332
|
)
|
|||
Derivative instruments
|
|
|
|
|
|
|
|
|
|
|||
Unrealized net gain (loss)
|
|
4,325
|
|
|
2,110
|
|
|
(855
|
)
|
|||
Net (gain) loss reclassified to earnings
|
|
(598
|
)
|
|
98
|
|
|
214
|
|
|||
Defined benefit pension plan
|
|
|
|
|
|
|
|
|
|
|||
Unrealized net gain (loss)
|
|
(621
|
)
|
|
4,132
|
|
|
(4,213
|
)
|
|||
Net (gain) loss reclassified to earnings
|
|
367
|
|
|
696
|
|
|
408
|
|
|||
Currency exchange rate gain (loss)
|
|
90
|
|
|
(489
|
)
|
|
(18
|
)
|
|||
Other comprehensive income (loss)
|
|
1,389
|
|
|
9,820
|
|
|
(4,796
|
)
|
|||
Comprehensive income
|
|
$
|
62,717
|
|
|
$
|
34,904
|
|
|
$
|
22,698
|
|
|
|
Common Stock
|
|
Additional
Paid-In
Capital
|
|
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total
Shareholders'
Equity
|
|||||||||||||
|
|
Shares
Issued
|
|
Amount
|
|
|
Retained
Earnings
|
|
|
||||||||||||||
Balance, October 3, 2015
|
|
14,932
|
|
|
$
|
3,733
|
|
|
$
|
4,275
|
|
|
$
|
255,711
|
|
|
$
|
(5,577
|
)
|
|
$
|
258,142
|
|
Total comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27,494
|
|
|
(4,796
|
)
|
|
22,698
|
|
|||||
Issuance of common stock, net of issuance costs
|
|
1,897
|
|
|
474
|
|
|
73,827
|
|
|
—
|
|
|
—
|
|
|
74,301
|
|
|||||
Issuance of tangible equity units, net of issuance costs
|
|
—
|
|
|
—
|
|
|
84,511
|
|
|
—
|
|
|
—
|
|
|
84,511
|
|
|||||
Purchase of capped calls
|
|
—
|
|
|
—
|
|
|
(7,935
|
)
|
|
—
|
|
|
—
|
|
|
(7,935
|
)
|
|||||
Exercise of stock options
|
|
68
|
|
|
17
|
|
|
2,782
|
|
|
—
|
|
|
—
|
|
|
2,799
|
|
|||||
Stock-based compensation
|
|
47
|
|
|
12
|
|
|
7,144
|
|
|
—
|
|
|
—
|
|
|
7,156
|
|
|||||
Tax shortfall from equity compensation
|
|
—
|
|
|
—
|
|
|
(172
|
)
|
|
—
|
|
|
—
|
|
|
(172
|
)
|
|||||
Issuance for employee stock purchase plan
|
|
24
|
|
|
6
|
|
|
1,042
|
|
|
—
|
|
|
—
|
|
|
1,048
|
|
|||||
Common stock purchased and retired
|
|
(308
|
)
|
|
(77
|
)
|
|
(10,595
|
)
|
|
(7,742
|
)
|
|
—
|
|
|
(18,414
|
)
|
|||||
Dividends, $1.20 per share
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,874
|
)
|
|
—
|
|
|
(18,874
|
)
|
|||||
Balance, October 1, 2016
|
|
16,660
|
|
|
$
|
4,165
|
|
|
$
|
154,879
|
|
|
$
|
256,589
|
|
|
$
|
(10,373
|
)
|
|
$
|
405,260
|
|
Total comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,084
|
|
|
9,820
|
|
|
34,904
|
|
|||||
Conversion of tangible equity units
|
|
939
|
|
|
235
|
|
|
(235
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Settlement of capped calls
|
|
(12
|
)
|
|
(3
|
)
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Exercise of stock options
|
|
112
|
|
|
28
|
|
|
4,531
|
|
|
—
|
|
|
—
|
|
|
4,559
|
|
|||||
Stock-based compensation
|
|
69
|
|
|
17
|
|
|
5,603
|
|
|
—
|
|
|
—
|
|
|
5,620
|
|
|||||
Tax shortfall from equity compensation
|
|
—
|
|
|
—
|
|
|
(386
|
)
|
|
—
|
|
|
—
|
|
|
(386
|
)
|
|||||
Issuance for employee stock purchase plan
|
|
25
|
|
|
6
|
|
|
1,014
|
|
|
—
|
|
|
—
|
|
|
1,020
|
|
|||||
Common stock purchased and retired
|
|
(33
|
)
|
|
(8
|
)
|
|
(1,777
|
)
|
|
—
|
|
|
—
|
|
|
(1,785
|
)
|
|||||
Dividends, $1.20 per share
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,415
|
)
|
|
—
|
|
|
(20,415
|
)
|
|||||
Balance, September 30, 2017
|
|
17,760
|
|
|
$
|
4,440
|
|
|
$
|
163,632
|
|
|
$
|
261,258
|
|
|
$
|
(553
|
)
|
|
$
|
428,777
|
|
Total comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
61,328
|
|
|
1,389
|
|
|
62,717
|
|
|||||
Exercise of stock options
|
|
19
|
|
|
5
|
|
|
916
|
|
|
—
|
|
|
—
|
|
|
921
|
|
|||||
Stock-based compensation
|
|
79
|
|
|
19
|
|
|
7,224
|
|
|
—
|
|
|
—
|
|
|
7,243
|
|
|||||
Issuance for employee stock purchase plan
|
|
24
|
|
|
6
|
|
|
1,065
|
|
|
—
|
|
|
—
|
|
|
1,071
|
|
|||||
Cumulative effect of accounting change
|
|
—
|
|
|
—
|
|
|
(33
|
)
|
|
(607
|
)
|
|
640
|
|
|
—
|
|
|||||
Common stock purchased and retired
|
|
(26
|
)
|
|
(6
|
)
|
|
(1,397
|
)
|
|
—
|
|
|
—
|
|
|
(1,403
|
)
|
|||||
Dividends, $1.20 per share
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,394
|
)
|
|
—
|
|
|
(21,394
|
)
|
|||||
Balance, September 29, 2018
|
|
17,856
|
|
|
$
|
4,464
|
|
|
$
|
171,407
|
|
|
$
|
300,585
|
|
|
$
|
1,476
|
|
|
$
|
477,932
|
|
For the fiscal year ended
|
|
September 29, 2018
|
|
September 30, 2017
|
|
October 1, 2016
|
||||||
Cash Flows from Operating Activities
|
|
|
|
|
|
|
|
|
|
|||
Net income
|
|
$
|
61,328
|
|
|
$
|
25,084
|
|
|
$
|
27,494
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities
|
|
|
|
|
|
|
|
|
|
|||
Stock-based compensation
|
|
7,283
|
|
|
5,600
|
|
|
7,224
|
|
|||
Fair value adjustment to acquired inventory
|
|
—
|
|
|
7,975
|
|
|
7,916
|
|
|||
Net periodic pension benefit cost
|
|
1,178
|
|
|
1,768
|
|
|
1,136
|
|
|||
Depreciation and amortization
|
|
34,492
|
|
|
35,523
|
|
|
24,077
|
|
|||
(Gain) loss on sale or disposal of property and equipment
|
|
(4,162
|
)
|
|
733
|
|
|
1,069
|
|
|||
Amortization of debt issuance costs
|
|
4,644
|
|
|
3,863
|
|
|
1,054
|
|
|||
Loss on debt extinguishment
|
|
—
|
|
|
503
|
|
|
502
|
|
|||
Deferred income taxes
|
|
(28,252
|
)
|
|
(9,127
|
)
|
|
(5,274
|
)
|
|||
Bad debt provision (recovery), net
|
|
2,271
|
|
|
1,930
|
|
|
957
|
|
|||
Other
|
|
(111
|
)
|
|
—
|
|
|
—
|
|
|||
Changes in operating assets and liabilities
|
|
|
|
|
|
|
|
|
|
|||
Accounts receivable and unbilled accounts receivable
|
|
4,763
|
|
|
7,652
|
|
|
(22,059
|
)
|
|||
Inventories, net
|
|
(12,343
|
)
|
|
(2,253
|
)
|
|
3,365
|
|
|||
Prepaid expenses
|
|
(375
|
)
|
|
(1,486
|
)
|
|
(1,086
|
)
|
|||
Accounts payable
|
|
(846
|
)
|
|
1,751
|
|
|
5,647
|
|
|||
Accrued payroll and related costs
|
|
(5,338
|
)
|
|
4,781
|
|
|
9,057
|
|
|||
Advance payments from customers
|
|
3,531
|
|
|
3,635
|
|
|
5,701
|
|
|||
Accrued warranty costs
|
|
(594
|
)
|
|
278
|
|
|
414
|
|
|||
Other assets and liabilities
|
|
(4,222
|
)
|
|
(16,350
|
)
|
|
874
|
|
|||
Net Cash Provided by (Used in) Operating Activities
|
|
63,247
|
|
|
71,860
|
|
|
68,068
|
|
|||
Cash Flows from Investing Activities
|
|
|
|
|
|
|
|
|
|
|||
Purchases of property and equipment
|
|
(12,321
|
)
|
|
(17,798
|
)
|
|
(20,806
|
)
|
|||
Proceeds from sale of property and equipment
|
|
6,793
|
|
|
45
|
|
|
1,514
|
|
|||
Purchases of business, net of acquired cash
|
|
—
|
|
|
(853
|
)
|
|
(580,920
|
)
|
|||
Other
|
|
823
|
|
|
—
|
|
|
—
|
|
|||
Net Cash Provided by (Used in) Investing Activities
|
|
(4,705
|
)
|
|
(18,606
|
)
|
|
(600,212
|
)
|
|||
Cash Flows from Financing Activities
|
|
|
|
|
|
|
|
|
|
|||
Payment of long-term debt
|
|
(64,517
|
)
|
|
(4,881
|
)
|
|
—
|
|
|||
Proceeds from issuance of long-term debt
|
|
—
|
|
|
—
|
|
|
460,000
|
|
|||
Proceeds from issuance of common stock, net of issuance costs
|
|
—
|
|
|
—
|
|
|
74,301
|
|
|||
Proceeds from issuance of equity component of tangible equity units, net of issuance costs
|
|
—
|
|
|
—
|
|
|
84,511
|
|
|||
Payment for capped calls
|
|
—
|
|
|
—
|
|
|
(7,935
|
)
|
|||
Proceeds from issuance of debt component of tangible equity units
|
|
—
|
|
|
—
|
|
|
27,386
|
|
|||
Payment of debt component of tangible equity units
|
|
(9,153
|
)
|
|
(8,541
|
)
|
|
(2,401
|
)
|
|||
Payment of debt issuance costs for long-term debt
|
|
—
|
|
|
(782
|
)
|
|
(19,837
|
)
|
|||
Payment of debt issuance costs for debt component of tangible equity units
|
|
—
|
|
|
—
|
|
|
(971
|
)
|
|||
Payment of debt issuance costs for revolving credit facility
|
|
(125
|
)
|
|
(200
|
)
|
|
(920
|
)
|
|||
Receipts under short-term borrowings
|
|
38,750
|
|
|
—
|
|
|
20,000
|
|
|||
Payments under short-term borrowings
|
|
(38,750
|
)
|
|
—
|
|
|
(41,343
|
)
|
|||
Cash dividends
|
|
(21,360
|
)
|
|
(20,079
|
)
|
|
(13,932
|
)
|
|||
Proceeds from exercise of stock options and employee stock purchase plan
|
|
1,992
|
|
|
5,579
|
|
|
3,847
|
|
|||
Payments to purchase and retire common stock
|
|
(1,403
|
)
|
|
(1,785
|
)
|
|
(18,414
|
)
|
|||
Net Cash Provided by (Used in) Financing Activities
|
|
(94,566
|
)
|
|
(30,689
|
)
|
|
564,292
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Effect of Exchange Rate Changes on Cash and Cash Equivalents
|
|
(905
|
)
|
|
1,388
|
|
|
864
|
|
|||
Cash and Cash Equivalents
|
|
|
|
|
|
|
|
|
|
|||
Increase (decrease) during the period
|
|
(36,929
|
)
|
|
23,953
|
|
|
33,012
|
|
|||
Balance, beginning of period
|
|
108,733
|
|
|
84,780
|
|
|
51,768
|
|
|||
Balance, End of Period
|
|
$
|
71,804
|
|
|
$
|
108,733
|
|
|
$
|
84,780
|
|
Supplemental Disclosures
|
|
|
|
|
|
|
|
|
|
|||
Cash paid during the year for
|
|
|
|
|
|
|
|
|
|
|||
Interest
|
|
$
|
22,224
|
|
|
$
|
29,881
|
|
|
$
|
1,225
|
|
Income taxes
|
|
11,380
|
|
|
11,478
|
|
|
10,826
|
|
|||
Non-cash investing and financing activities
|
|
|
|
|
|
|
||||||
Deferred endowment consideration not yet paid
|
|
—
|
|
|
—
|
|
|
1,000
|
|
|||
Net working capital adjustment not yet received
|
|
—
|
|
|
—
|
|
|
513
|
|
|||
Property and equipment acquired under capital lease
|
|
67
|
|
|
2,747
|
|
|
—
|
|
|||
Dividends declared not yet paid
|
|
5,312
|
|
|
5,278
|
|
|
4,942
|
|
|||
Debt issuance costs not yet paid recorded in accounts payable and other accrued liabilities
|
|
—
|
|
|
—
|
|
|
235
|
|
|
|
2018
|
|
2017
|
||||
Components, assemblies and parts
|
|
$
|
93,020
|
|
|
$
|
86,991
|
|
Customer projects in various stages of completion
|
|
35,675
|
|
|
30,225
|
|
||
Finished goods
|
|
10,414
|
|
|
10,512
|
|
||
Total inventories, net
|
|
$
|
139,109
|
|
|
$
|
127,728
|
|
Asset Type
|
Useful Life
|
Buildings and improvements
|
10 to 40 years
|
Machinery and equipment
|
3 to 10 years
|
|
|
2018
|
|
2017
|
||||
Beginning accrued warranty costs
|
|
$
|
6,018
|
|
|
$
|
5,718
|
|
Warranty claims
|
|
(5,443
|
)
|
|
(4,383
|
)
|
||
Warranty provisions
|
|
5,109
|
|
|
4,310
|
|
||
Adjustments to preexisting warranties
|
|
(260
|
)
|
|
352
|
|
||
Currency translation
|
|
(6
|
)
|
|
21
|
|
||
Ending accrued warranty costs
|
|
$
|
5,418
|
|
|
$
|
6,018
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net income
|
|
$
|
61,328
|
|
|
$
|
25,084
|
|
|
$
|
27,494
|
|
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding
|
|
19,163
|
|
|
19,040
|
|
|
16,027
|
|
|||
Effect of dilutive securities
|
|
|
|
|
|
|
||||||
Stock-based compensation
|
|
130
|
|
|
97
|
|
|
105
|
|
|||
Tangible equity units
|
|
—
|
|
|
—
|
|
|
47
|
|
|||
Weighted average dilutive common shares outstanding
|
|
19,293
|
|
|
19,137
|
|
|
16,179
|
|
|||
|
|
|
|
|
|
|
||||||
Earnings per share
|
|
|
|
|
|
|
|
|
|
|||
Basic
|
|
$
|
3.20
|
|
|
$
|
1.32
|
|
|
$
|
1.72
|
|
Diluted
|
|
$
|
3.18
|
|
|
$
|
1.31
|
|
|
$
|
1.70
|
|
|
|
2018
|
|
2017
|
||||
Land and improvements
|
|
$
|
2,881
|
|
|
$
|
2,867
|
|
Buildings and improvements
|
|
58,880
|
|
|
60,340
|
|
||
Machinery and equipment
|
|
203,647
|
|
|
196,621
|
|
||
Assets held under capital leases
|
|
2,815
|
|
|
2,747
|
|
||
Total property and equipment
|
|
268,223
|
|
|
262,575
|
|
||
Less: Accumulated depreciation
|
|
(177,954
|
)
|
|
(162,645
|
)
|
||
Total property and equipment, net
|
|
$
|
90,269
|
|
|
$
|
99,930
|
|
|
|
Test
|
|
Sensors
|
|
Total
|
||||||
Balance, October 1, 2016
|
|
$
|
25,022
|
|
|
$
|
344,678
|
|
|
$
|
369,700
|
|
Adjustment related to finalization of purchase accounting
1
|
|
—
|
|
|
(64
|
)
|
|
(64
|
)
|
|||
Currency translation gain (loss)
|
|
87
|
|
|
39
|
|
|
126
|
|
|||
Balance, September 30, 2017
|
|
$
|
25,109
|
|
|
$
|
344,653
|
|
|
$
|
369,762
|
|
Currency translation gain (loss)
|
|
(478
|
)
|
|
(9
|
)
|
|
(487
|
)
|
|||
Balance, September 29, 2018
|
|
$
|
24,631
|
|
|
$
|
344,644
|
|
|
$
|
369,275
|
|
1
|
See Note 13 for additional information regarding acquisitions.
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Amortization expense
|
|
$
|
13,831
|
|
|
$
|
14,665
|
|
|
$
|
5,517
|
|
Fiscal Year
|
Amortization Expense
|
|
|
2019
|
$
|
13,569
|
|
2020
|
13,288
|
|
|
2021
|
14,239
|
|
|
2022
|
15,007
|
|
|
2023
|
14,905
|
|
|
Thereafter
|
117,630
|
|
•
|
Level 1:
Unadjusted quoted prices which are available in active markets for identical assets or liabilities accessible to us at the measurement date.
|
•
|
Level 2:
Inputs other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.
|
•
|
Level 3:
Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date.
|
|
|
September 29, 2018
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Currency contracts
1
|
|
$
|
—
|
|
|
$
|
1,080
|
|
|
$
|
—
|
|
|
$
|
1,080
|
|
Interest rate swaps
2
|
|
—
|
|
|
7,411
|
|
|
—
|
|
|
7,411
|
|
||||
Total assets
|
|
—
|
|
|
8,491
|
|
|
—
|
|
|
8,491
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Currency contracts
1
|
|
—
|
|
|
173
|
|
|
—
|
|
|
173
|
|
||||
Total liabilities
|
|
$
|
—
|
|
|
$
|
173
|
|
|
$
|
—
|
|
|
$
|
173
|
|
|
|
September 30, 2017
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Currency contracts
1
|
|
$
|
—
|
|
|
$
|
150
|
|
|
$
|
—
|
|
|
$
|
150
|
|
Interest rate swaps
2
|
|
—
|
|
|
3,499
|
|
|
—
|
|
|
3,499
|
|
||||
Total assets
|
|
—
|
|
|
3,649
|
|
|
—
|
|
|
3,649
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Currency contracts
1
|
|
—
|
|
|
551
|
|
|
—
|
|
|
551
|
|
||||
Total liabilities
|
|
$
|
—
|
|
|
$
|
551
|
|
|
$
|
—
|
|
|
$
|
551
|
|
1
|
Based on observable market transactions of spot currency rates and forward currency rates on equivalently-termed instruments. Carrying amounts of the financial assets and liabilities are equal to the fair value. See Note 4 for additional information on derivative financial instruments.
|
2
|
Based on London Interbank Offered Rate (LIBOR) and spot rates. Carrying amount of the financial asset is equal to the fair value. See Note 4 for additional information on derivative financial instruments.
|
|
September 29, 2018
|
|||||||||||||||||||
|
|
Carrying Value
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||
Debt component of tangible equity units
3
|
|
$
|
7,290
|
|
|
$
|
8,626
|
|
|
$
|
—
|
|
|
$
|
8,626
|
|
|
$
|
—
|
|
Tranche B term loan
4
|
|
391,416
|
|
|
395,330
|
|
|
—
|
|
|
395,330
|
|
|
—
|
|
|||||
Total debt
|
|
$
|
398,706
|
|
|
$
|
403,956
|
|
|
$
|
—
|
|
|
$
|
403,956
|
|
|
$
|
—
|
|
|
September 30, 2017
|
|||||||||||||||||||
|
|
Carrying Value
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||
Debt component of tangible equity units
3
|
|
$
|
16,443
|
|
|
$
|
19,844
|
|
|
$
|
—
|
|
|
$
|
19,844
|
|
|
$
|
—
|
|
Tranche B term loan
4
|
|
455,400
|
|
|
457,085
|
|
|
—
|
|
|
457,085
|
|
|
—
|
|
|||||
Total debt
|
|
$
|
471,843
|
|
|
$
|
476,929
|
|
|
$
|
—
|
|
|
$
|
476,929
|
|
|
$
|
—
|
|
3
|
The fair value of the TEUs is based on the most recently quoted price for the outstanding securities, adjusted for any known significant deviations in value. The estimated fair value of these long-term obligations is not necessarily indicative of the amount that would be realized in a current market exchange. See Note 9 for additional information on the TEUs.
|
4
|
The fair value of the tranche B term loan is based on the most recently quoted market price for the outstanding debt instrument, adjusted for any known significant deviations in value. The estimated fair value of the debt obligation is not necessarily indicative of the amount that would be realized in a current market exchange. See Note 5 for additional information on financing arrangements.
|
|
|
September 29, 2018
|
||||||
|
|
Prepaid Expenses
and Other
Current Assets
|
|
Other Accrued
Liabilities
|
||||
Designated hedge derivatives
|
|
|
|
|
|
|
||
Cash flow derivatives
|
|
$
|
989
|
|
|
$
|
173
|
|
Interest rate swaps
|
|
7,411
|
|
|
—
|
|
||
Total designated hedge derivatives
|
|
8,400
|
|
|
173
|
|
||
Undesignated hedge derivatives
|
|
|
|
|
|
|
||
Balance sheet derivatives
|
|
91
|
|
|
—
|
|
||
Total hedge derivatives
|
|
$
|
8,491
|
|
|
$
|
173
|
|
|
|
September 30, 2017
|
||||||
|
|
Prepaid Expenses
and Other
Current Assets
|
|
Other Accrued
Liabilities
|
||||
Designated hedge derivatives
|
|
|
|
|
|
|
||
Cash flow derivatives
|
|
$
|
73
|
|
|
$
|
551
|
|
Interest rate swaps
|
|
3,499
|
|
|
—
|
|
||
Total designated hedge derivatives
|
|
3,572
|
|
|
551
|
|
||
Undesignated hedge derivatives
|
|
|
|
|
|
|
||
Balance sheet derivatives
|
|
77
|
|
|
—
|
|
||
Total hedge derivatives
|
|
$
|
3,649
|
|
|
$
|
551
|
|
|
|
Gross
Recognized
Amount
|
|
Gross
Offset
Amount
|
|
Net
Amount
Presented
|
|
Derivatives
Subject to
Offset
|
|
Cash
Collateral
Received
|
|
Net
Amount
|
||||||||||||
September 29, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets
|
|
$
|
8,400
|
|
|
$
|
—
|
|
|
$
|
8,400
|
|
|
$
|
(173
|
)
|
|
$
|
—
|
|
|
$
|
8,227
|
|
Liabilities
|
|
173
|
|
|
—
|
|
|
173
|
|
|
(173
|
)
|
|
—
|
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
September 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Assets
|
|
$
|
3,572
|
|
|
$
|
—
|
|
|
$
|
3,572
|
|
|
$
|
(210
|
)
|
|
$
|
—
|
|
|
$
|
3,362
|
|
Liabilities
|
|
551
|
|
|
—
|
|
|
551
|
|
|
(210
|
)
|
|
—
|
|
|
341
|
|
|
|
2018
|
|
2017
|
||||
Beginning unrealized net gain (loss) in AOCI
|
|
$
|
(443
|
)
|
|
$
|
(400
|
)
|
Net (gain) loss reclassified into revenue (effective portion)
|
|
399
|
|
|
(459
|
)
|
||
Net gain (loss) recognized in OCI (effective portion)
|
|
716
|
|
|
416
|
|
||
Ending unrealized net gain (loss) in AOCI
|
|
$
|
672
|
|
|
$
|
(443
|
)
|
|
|
2018
|
|
2017
|
||||
Beginning unrealized net gain (loss) in AOCI
|
|
$
|
3,499
|
|
|
$
|
—
|
|
Net (gain) loss reclassified into interest expense (effective portion)
|
|
(1,204
|
)
|
|
614
|
|
||
Net gain (loss) recognized in OCI (effective portion)
|
|
5,116
|
|
|
2,885
|
|
||
Ending unrealized net gain (loss) in AOCI
|
|
$
|
7,411
|
|
|
$
|
3,499
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net gain (loss) recognized in other income (expense), net
|
|
$
|
316
|
|
|
$
|
(876
|
)
|
|
$
|
(950
|
)
|
|
|
2018
|
|
2017
|
||||
Long-term debt
|
|
|
|
|
||||
Tranche B term loan, 1.00% amortizing per year, maturing July 5, 2023
|
|
$
|
391,416
|
|
|
$
|
455,400
|
|
Tangible equity units, 8.75% coupon, maturing July 1, 2019
1
|
|
7,290
|
|
|
16,443
|
|
||
Capital lease obligations
|
|
2,000
|
|
|
2,466
|
|
||
Total long-term debt
|
|
$
|
400,706
|
|
|
$
|
474,309
|
|
Less: Unamortized underwriting discounts, commissions and other expenses
|
|
(8,623
|
)
|
|
(12,491
|
)
|
||
Less: Current maturities of tranche B term loan debt
2, 3
|
|
(28,600
|
)
|
|
(33,600
|
)
|
||
Less: Current maturities of TEU debt
2
|
|
(7,290
|
)
|
|
(9,152
|
)
|
||
Less: Current maturities of capital lease obligations
2
|
|
(553
|
)
|
|
(522
|
)
|
||
Total long-term debt, less current maturities, net
|
|
$
|
355,640
|
|
|
$
|
418,544
|
|
1
|
See Note 9 for more information on our TEUs.
|
2
|
In addition to the current maturities above, current maturities of long-term debt, net on the Consolidated Balance Sheets includes the current portion of unamortized underwriting discounts, commissions and other expenses of
$3,705
and
$4,179
as of
September 29, 2018
and
September 30, 2017
, respectively.
|
3
|
As of
September 29, 2018
and
September 30, 2017
, current maturities of tranche B term loan consist of the
1%
annual payment and calculated required annual Excess Cash Flow payment as defined below, as well as planned prepayments.
|
|
Notional Amount
|
|
|
October 3, 2018
|
$
|
225,000
|
|
October 3, 2019
|
180,000
|
|
|
October 3, 2020
|
125,000
|
|
|
April 3, 2021
|
—
|
|
Fiscal Year
|
Future Maturities
4
|
||
2019
|
$
|
12,443
|
|
2020
|
5,176
|
|
|
2021
|
5,192
|
|
|
2022
|
4,879
|
|
|
2023
|
373,016
|
|
|
Thereafter
|
—
|
|
4
|
Includes the
1%
annual payment on the Term Facility, current maturities of TEU debt and current maturities of capital lease obligations. For fiscal year 2019, no Excess Cash Flow prepayment is required under the provisions of the Credit Agreement for the Term Facility due to the planned prepayments made during fiscal year 2018. Fiscal years 2020 and thereafter exclude any Excess Cash Flow prepayments which may be required under the provisions of the Credit Agreement for the Term Facility based on fiscal year 2019 and subsequent fiscal year results because the amount of future prepayments, if any, is not reasonably estimable as of
September 29, 2018
. Capital lease obligations expire on various dates through fiscal year 2022.
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Stock-based compensation expense by type of award
|
|
|
|
|
|
|
|
|
|
|||
Employee stock options
|
|
$
|
1,849
|
|
|
$
|
1,588
|
|
|
$
|
2,436
|
|
Employee stock purchase plan
|
|
283
|
|
|
298
|
|
|
519
|
|
|||
Restricted stock units, performance restricted stock units and restricted stock
|
|
5,112
|
|
|
3,737
|
|
|
4,203
|
|
|||
Amounts capitalized as inventory
|
|
(1,799
|
)
|
|
(1,444
|
)
|
|
(2,354
|
)
|
|||
Amounts recognized in income for amounts previously capitalized as inventory
|
|
1,838
|
|
|
1,421
|
|
|
2,420
|
|
|||
Total stock-based compensation included in income from operations
|
|
7,283
|
|
|
5,600
|
|
|
7,224
|
|
|||
Income tax benefit on stock-based compensation
|
|
(1,763
|
)
|
|
(1,893
|
)
|
|
(2,421
|
)
|
|||
Net stock-based compensation expense included in net income
|
|
$
|
5,520
|
|
|
$
|
3,707
|
|
|
$
|
4,803
|
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Expected life (in years)
|
|
4.0
|
|
|
4.0
|
|
|
4.1
|
|
Risk-free interest rate
|
|
2.6
|
%
|
|
1.6
|
%
|
|
1.5
|
%
|
Expected volatility
|
|
29.4
|
%
|
|
29.2
|
%
|
|
26.7
|
%
|
Dividend yield
|
|
2.3
|
%
|
|
2.6
|
%
|
|
2.0
|
%
|
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
|
|
Shares
|
|
WAEP
1
|
|
Shares
|
|
WAEP
1
|
|
Shares
|
|
WAEP
1
|
|||||||||
Options outstanding at beginning of year
|
|
766
|
|
|
$
|
57.86
|
|
|
784
|
|
|
$
|
60.34
|
|
|
687
|
|
|
$
|
58.17
|
|
Granted
|
|
245
|
|
|
$
|
52.30
|
|
|
288
|
|
|
$
|
46.35
|
|
|
316
|
|
|
$
|
61.57
|
|
Exercised
|
|
(19
|
)
|
|
$
|
47.26
|
|
|
(112
|
)
|
|
$
|
40.68
|
|
|
(68
|
)
|
|
$
|
41.10
|
|
Forfeited or expired
|
|
(111
|
)
|
|
$
|
57.64
|
|
|
(194
|
)
|
|
$
|
60.74
|
|
|
(151
|
)
|
|
$
|
61.74
|
|
Options outstanding at end of year
|
|
881
|
|
|
$
|
56.57
|
|
|
766
|
|
|
$
|
57.86
|
|
|
784
|
|
|
$
|
60.34
|
|
Options eligible for exercise at year end
|
|
443
|
|
|
$
|
61.61
|
|
|
329
|
|
|
$
|
64.52
|
|
|
331
|
|
|
$
|
56.23
|
|
1
|
Weighted Average Exercise Price
|
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
|
|
Shares
|
|
WAGDFV
2
|
|
Shares
|
|
WAGDFV
2
|
|
Shares
|
|
WAGDFV
2
|
|||||||||
Unvested shares at beginning of year
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
3
|
|
|
$
|
57.01
|
|
Granted
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Vested and released
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
(3
|
)
|
|
$
|
57.01
|
|
Forfeited
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Unvested shares at end of year
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
2
|
Weighted Average Grant Date Fair Value per share
|
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
|
|
Shares
|
|
WAGDFV
3
|
|
Shares
|
|
WAGDFV
3
|
|
Shares
|
|
WAGDFV
3
|
|||||||||
Outstanding at beginning of year
|
|
223
|
|
|
$
|
49.95
|
|
|
165
|
|
|
$
|
58.98
|
|
|
119
|
|
|
$
|
64.77
|
|
Granted
|
|
140
|
|
|
$
|
49.67
|
|
|
157
|
|
|
$
|
45.05
|
|
|
114
|
|
|
$
|
55.84
|
|
Vested and released
|
|
(75
|
)
|
|
$
|
52.45
|
|
|
(68
|
)
|
|
$
|
59.07
|
|
|
(47
|
)
|
|
$
|
64.69
|
|
Forfeited
|
|
(21
|
)
|
|
$
|
48.96
|
|
|
(31
|
)
|
|
$
|
53.08
|
|
|
(21
|
)
|
|
$
|
62.15
|
|
Outstanding at end of year
|
|
267
|
|
|
$
|
48.99
|
|
|
223
|
|
|
$
|
49.95
|
|
|
165
|
|
|
$
|
58.98
|
|
3
|
Weighted Average Grant Date Fair Value per share
|
|
|
2018
|
|
2017
|
||||
Change in benefit obligation
|
|
|
|
|
|
|
||
Projected benefit obligation, beginning of year
|
|
$
|
32,280
|
|
|
$
|
34,434
|
|
Service cost
|
|
1,282
|
|
|
1,426
|
|
||
Interest cost
|
|
640
|
|
|
431
|
|
||
Actuarial (gain) loss
|
|
871
|
|
|
(5,214
|
)
|
||
Currency translation
|
|
(405
|
)
|
|
1,866
|
|
||
Benefits paid
|
|
(759
|
)
|
|
(663
|
)
|
||
Projected benefit obligation, end of year
|
|
$
|
33,909
|
|
|
$
|
32,280
|
|
Change in plan assets
|
|
|
|
|
|
|
||
Fair value of plan assets, beginning of year
|
|
$
|
22,886
|
|
|
$
|
19,950
|
|
Actual return on plan assets
|
|
1,269
|
|
|
1,848
|
|
||
Employer contributions
|
|
759
|
|
|
663
|
|
||
Currency translation
|
|
(284
|
)
|
|
1,088
|
|
||
Benefits paid
|
|
(759
|
)
|
|
(663
|
)
|
||
Fair value of plan assets, end of year
|
|
$
|
23,871
|
|
|
$
|
22,886
|
|
|
|
2018
|
|
2017
|
||||
Funded status
|
|
|
|
|
|
|
||
Funded status, end of year
|
|
$
|
(10,038
|
)
|
|
$
|
(9,394
|
)
|
Actuarial net loss in AOCI, pre-tax
|
|
9,496
|
|
|
9,261
|
|
||
Net amount recognized
|
|
$
|
(542
|
)
|
|
$
|
(133
|
)
|
Included in Consolidated Balance Sheets
|
|
|
|
|
|
|
||
Accrued payroll and related costs
|
|
$
|
(861
|
)
|
|
$
|
(806
|
)
|
Defined benefit pension plan obligation
|
|
(9,177
|
)
|
|
(8,588
|
)
|
||
Deferred income taxes
|
|
2,880
|
|
|
2,809
|
|
||
AOCI, net of tax
|
|
6,616
|
|
|
6,452
|
|
||
Net amount recognized
|
|
$
|
(542
|
)
|
|
$
|
(133
|
)
|
|
|
2018
|
|
2017
|
||
Discount rate
|
|
1.89
|
%
|
|
1.99
|
%
|
Expected rate of return on plan assets
|
|
5.50
|
%
|
|
5.50
|
%
|
Expected rate of increase in future compensation levels
|
|
3.00
|
%
|
|
3.00
|
%
|
|
|
Percentage of Plan Assets
|
||||
|
|
2018
|
|
2017
|
||
Fixed income securities
1
|
|
77.2
|
%
|
|
71.4
|
%
|
Cash and cash equivalents
2
|
|
22.8
|
%
|
|
28.6
|
%
|
Total
|
|
100.0
|
%
|
|
100.0
|
%
|
1
|
Fixed income securities are comprised primarily of international government agency and international corporate bonds with investment grade ratings.
|
2
|
Cash and cash equivalents include deposit accounts holding cash in Euros and other currencies and term deposits primarily held as collateral for equity futures. The market values of the equity and futures are linked to the values of equity indices of developed country markets, including the U.S., Great Britain, Europe, Canada, Switzerland and Japan.
|
|
|
September 29, 2018
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Mutual fund
1
|
|
$
|
—
|
|
|
$
|
23,871
|
|
|
$
|
—
|
|
|
$
|
23,871
|
|
|
|
September 30, 2017
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Mutual fund
1
|
|
$
|
—
|
|
|
$
|
22,886
|
|
|
$
|
—
|
|
|
$
|
22,886
|
|
1
|
The fair value of the mutual fund is valued based on closing prices from national exchanges, if the underlying securities are traded on an active market, or fixed income pricing models that use observable market inputs.
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Service cost
|
|
$
|
1,282
|
|
|
$
|
1,426
|
|
|
$
|
971
|
|
Interest cost
|
|
640
|
|
|
431
|
|
|
608
|
|
|||
Expected return on plan assets
|
|
(1,270
|
)
|
|
(1,085
|
)
|
|
(1,027
|
)
|
|||
Net amortization and deferral
|
|
526
|
|
|
996
|
|
|
584
|
|
|||
Net periodic benefit cost
|
|
$
|
1,178
|
|
|
$
|
1,768
|
|
|
$
|
1,136
|
|
Fiscal Year
|
Pension Benefit Payments
|
||
2019
|
$
|
861
|
|
2020
|
906
|
|
|
2021
|
1,024
|
|
|
2022
|
1,096
|
|
|
2023
|
1,123
|
|
|
2024 through 2028
|
6,382
|
|
|
Total
|
$
|
11,392
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Domestic
|
|
$
|
6,139
|
|
|
$
|
(9,658
|
)
|
|
$
|
5,345
|
|
Foreign
|
|
38,084
|
|
|
32,669
|
|
|
28,167
|
|
|||
Total income (loss) before income taxes
|
|
$
|
44,223
|
|
|
$
|
23,011
|
|
|
$
|
33,512
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Current
|
|
|
|
|
|
|
|
|
|
|||
Federal
|
|
$
|
1,613
|
|
|
$
|
(1,493
|
)
|
|
$
|
3,169
|
|
State
|
|
565
|
|
|
156
|
|
|
138
|
|
|||
Foreign
|
|
10,331
|
|
|
11,980
|
|
|
6,712
|
|
|||
Deferred
|
|
(29,614
|
)
|
|
(12,716
|
)
|
|
(4,001
|
)
|
|||
Income tax provision (benefit)
|
|
$
|
(17,105
|
)
|
|
$
|
(2,073
|
)
|
|
$
|
6,018
|
|
|
|
2018
|
|
2017
|
||||
Deferred tax assets
|
|
|
|
|
|
|
||
Accrued compensation and benefits
|
|
$
|
10,660
|
|
|
$
|
13,841
|
|
Inventory reserves
|
|
4,787
|
|
|
6,550
|
|
||
Other assets
|
|
4,255
|
|
|
4,920
|
|
||
Allowance for doubtful accounts
|
|
1,196
|
|
|
1,766
|
|
||
Net operating loss carryovers
|
|
516
|
|
|
227
|
|
||
State and foreign tax credit carryovers
|
|
1,252
|
|
|
3,358
|
|
||
Research and development tax credit carryovers
|
|
3,337
|
|
|
2,231
|
|
||
Total deferred tax asset before valuation allowance
|
|
26,003
|
|
|
32,893
|
|
||
Less valuation allowance
|
|
(4,792
|
)
|
|
(3,487
|
)
|
||
Total deferred tax assets
|
|
21,211
|
|
|
$
|
29,406
|
|
|
Deferred tax liabilities
|
|
|
|
|
|
|
||
Property and equipment
|
|
10,210
|
|
|
$
|
13,382
|
|
|
Foreign deferred revenue and other
|
|
4,649
|
|
|
3,009
|
|
||
Intangible assets
|
|
48,019
|
|
|
83,207
|
|
||
Unrealized derivative instrument gains
|
|
1,566
|
|
|
1,233
|
|
||
Total deferred tax liabilities
|
|
64,444
|
|
|
$
|
100,831
|
|
|
Net deferred tax assets (liabilities)
|
|
$
|
(43,233
|
)
|
|
$
|
(71,425
|
)
|
|
|
2018
|
|
2017
|
||||
Beginning liability for unrecognized tax benefits
|
|
$
|
5,849
|
|
|
$
|
6,232
|
|
Increase due to tax positions related to the current year
|
|
742
|
|
|
852
|
|
||
Increase (decrease) due to tax positions related to prior years
|
|
277
|
|
|
189
|
|
||
Decrease due to settlements with tax authorities
|
|
—
|
|
|
(493
|
)
|
||
Decrease due to lapse of statute of limitations
|
|
(710
|
)
|
|
(931
|
)
|
||
Ending liability for unrecognized tax benefits
|
|
$
|
6,158
|
|
|
$
|
5,849
|
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Total
|
||||||
Public offering
|
$
|
474
|
|
|
$
|
79,221
|
|
|
$
|
79,695
|
|
Less: Underwriting discounts and commissions
|
—
|
|
|
(4,782
|
)
|
|
(4,782
|
)
|
|||
Less: Other expenses
1
|
—
|
|
|
(612
|
)
|
|
(612
|
)
|
|||
Issuance of common stock, net
|
$
|
474
|
|
|
$
|
73,827
|
|
|
$
|
74,301
|
|
1
|
Other expenses include direct and incremental costs related to the issuance of the common stock.
|
|
Equity Component
|
|
Debt Component
|
|
Total
|
||||||
Fair value price per TEU
1
|
$
|
76.19
|
|
|
$
|
23.81
|
|
|
$
|
100.00
|
|
|
|
|
|
|
|
||||||
Gross proceeds
|
$
|
87,614
|
|
|
$
|
27,386
|
|
|
$
|
115,000
|
|
Less: Underwriting discounts and commissions
|
(2,628
|
)
|
|
(822
|
)
|
|
(3,450
|
)
|
|||
Less: Other expenses
2
|
(475
|
)
|
|
(149
|
)
|
|
(624
|
)
|
|||
Issuance of TEUs, net
|
$
|
84,511
|
|
|
$
|
26,415
|
|
|
$
|
110,926
|
|
1
|
The fair value price allocation between equity and debt for each TEU was determined using a discounted cash flow model.
|
2
|
Other expenses include direct and incremental costs related to the issuance of the TEUs.
|
•
|
if the applicable market value is equal to or greater than the threshold appreciation price of
$50.40
per share, holders will receive
1.9841
shares of common stock per purchase contract, or the minimum settlement rate;
|
•
|
if the applicable market value is greater than the reference price of
$42.00
per share, but less than the threshold appreciation price of
$50.40
per share, holders will receive a number of shares of common stock equal to
$100
per TEU divided by the applicable market value; or
|
•
|
if the applicable market value is less than or equal to the reference price of
$42.00
per share, holders will receive
2.3810
shares of common stock per purchase contract, or the maximum settlement rate.
|
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||||||||||||||||||||
|
|
Pre-tax
|
|
Tax
|
|
Net
|
|
Pre-tax
|
|
Tax
|
|
Net
|
|
Pre-tax
|
|
Tax
|
|
Net
|
||||||||||||||||||
Foreign currency translation gain (loss) adjustments
|
|
$
|
(2,174
|
)
|
|
$
|
—
|
|
|
$
|
(2,174
|
)
|
|
$
|
3,273
|
|
|
$
|
—
|
|
|
$
|
3,273
|
|
|
$
|
(332
|
)
|
|
$
|
—
|
|
|
$
|
(332
|
)
|
Derivative instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Unrealized net gain (loss)
|
|
5,832
|
|
|
(1,507
|
)
|
|
4,325
|
|
|
3,301
|
|
|
(1,191
|
)
|
|
2,110
|
|
|
(1,342
|
)
|
|
487
|
|
|
(855
|
)
|
|||||||||
Net (gain) loss reclassified to earnings
|
|
(805
|
)
|
|
207
|
|
|
(598
|
)
|
|
155
|
|
|
(57
|
)
|
|
98
|
|
|
334
|
|
|
(120
|
)
|
|
214
|
|
|||||||||
Defined benefit pension plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Unrealized net gain (loss)
|
|
(890
|
)
|
|
269
|
|
|
(621
|
)
|
|
5,918
|
|
|
(1,786
|
)
|
|
4,132
|
|
|
(6,034
|
)
|
|
1,821
|
|
|
(4,213
|
)
|
|||||||||
Net (gain) loss reclassified to earnings
|
|
526
|
|
|
(159
|
)
|
|
367
|
|
|
996
|
|
|
(300
|
)
|
|
696
|
|
|
584
|
|
|
(176
|
)
|
|
408
|
|
|||||||||
Currency exchange rate gain (loss)
|
|
90
|
|
|
—
|
|
|
90
|
|
|
(489
|
)
|
|
—
|
|
|
(489
|
)
|
|
(18
|
)
|
|
—
|
|
|
(18
|
)
|
|||||||||
Other comprehensive income (loss)
|
|
$
|
2,579
|
|
|
$
|
(1,190
|
)
|
|
$
|
1,389
|
|
|
$
|
13,154
|
|
|
$
|
(3,334
|
)
|
|
$
|
9,820
|
|
|
$
|
(6,808
|
)
|
|
$
|
2,012
|
|
|
$
|
(4,796
|
)
|
|
|
Foreign
Currency
Translation
Adjustments
|
|
Unrealized
Derivative
Instrument
Adjustments
|
|
Defined
Benefit
Pension Plan
Adjustments
|
|
Total
|
||||||||
Balance, October 3, 2015
|
|
$
|
1,005
|
|
|
$
|
386
|
|
|
$
|
(6,968
|
)
|
|
$
|
(5,577
|
)
|
Other comprehensive net gain (loss) reclassifications
|
|
(332
|
)
|
|
(855
|
)
|
|
(4,231
|
)
|
|
(5,418
|
)
|
||||
Net (gain) loss reclassified to earnings
|
|
—
|
|
|
214
|
|
|
408
|
|
|
622
|
|
||||
Other comprehensive income (loss)
|
|
(332
|
)
|
|
(641
|
)
|
|
(3,823
|
)
|
|
(4,796
|
)
|
||||
Balance, October 1, 2016
|
|
$
|
673
|
|
|
$
|
(255
|
)
|
|
$
|
(10,791
|
)
|
|
$
|
(10,373
|
)
|
Other comprehensive net gain (loss) reclassifications
|
|
3,273
|
|
|
2,110
|
|
|
3,643
|
|
|
9,026
|
|
||||
Net (gain) loss reclassified to earnings
|
|
—
|
|
|
98
|
|
|
696
|
|
|
794
|
|
||||
Other comprehensive income (loss)
|
|
3,273
|
|
|
2,208
|
|
|
4,339
|
|
|
9,820
|
|
||||
Balance, September 30, 2017
|
|
$
|
3,946
|
|
|
$
|
1,953
|
|
|
$
|
(6,452
|
)
|
|
$
|
(553
|
)
|
Other comprehensive net gain (loss) reclassifications
|
|
(2,174
|
)
|
|
4,325
|
|
|
(531
|
)
|
|
1,620
|
|
||||
Net (gain) loss reclassified to earnings
|
|
—
|
|
|
(598
|
)
|
|
367
|
|
|
(231
|
)
|
||||
Other comprehensive income (loss)
|
|
(2,174
|
)
|
|
3,727
|
|
|
(164
|
)
|
|
1,389
|
|
||||
Reclassification to retained earnings
1
|
|
—
|
|
|
640
|
|
|
—
|
|
|
640
|
|
||||
Balance, September 29, 2018
|
|
$
|
1,772
|
|
|
$
|
6,320
|
|
|
$
|
(6,616
|
)
|
|
$
|
1,476
|
|
1
|
Deferred taxes stranded in AOCI as a result of the Tax Act that were reclassified to retained earnings upon adoption of ASU 2018-02. See Note 1 for additional information regarding the impact of adoption.
|
|
|
2018
|
|
2017
|
|
2016
|
|
Affected Line Item in the
Consolidated Statements
of Income
|
||||||
Derivative instruments
|
|
|
|
|
|
|
|
|
|
|
|
|||
Currency exchange contracts gain (loss)
|
|
$
|
(399
|
)
|
|
$
|
459
|
|
|
$
|
(334
|
)
|
|
Revenue
|
Interest rate swap contracts gain (loss)
|
|
1,204
|
|
|
(614
|
)
|
|
—
|
|
|
Interest expense, net
|
|||
Income tax benefit (expense)
|
|
(207
|
)
|
|
57
|
|
|
120
|
|
|
Income tax provision (benefit)
|
|||
Total net gain (loss) on derivative instruments
|
|
598
|
|
|
(98
|
)
|
|
(214
|
)
|
|
Net income
|
|||
Defined benefit pension plan
|
|
|
|
|
|
|
|
|
|
|
|
|||
Actuarial loss
|
|
(288
|
)
|
|
(543
|
)
|
|
(319
|
)
|
|
Cost of sales
|
|||
Actuarial loss
|
|
(148
|
)
|
|
(282
|
)
|
|
(165
|
)
|
|
Selling and marketing
|
|||
Actuarial loss
|
|
(90
|
)
|
|
(171
|
)
|
|
(100
|
)
|
|
General and administrative
|
|||
Total actuarial loss
|
|
(526
|
)
|
|
(996
|
)
|
|
(584
|
)
|
|
Income before income taxes
|
|||
Income tax benefit
|
|
159
|
|
|
300
|
|
|
176
|
|
|
Income tax provision (benefit)
|
|||
Total net loss on pension plan
|
|
(367
|
)
|
|
(696
|
)
|
|
(408
|
)
|
|
Net income
|
|||
Total net of tax reclassifications out of
AOCI included in net income |
|
$
|
231
|
|
|
$
|
(794
|
)
|
|
$
|
(622
|
)
|
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Revenue
|
|
|
|
|
|
|
|
|
|
|||
Test
|
|
$
|
464,924
|
|
|
$
|
504,087
|
|
|
$
|
512,265
|
|
Sensors
|
|
314,269
|
|
|
283,868
|
|
|
137,882
|
|
|||
Intersegment eliminations
|
|
(1,161
|
)
|
|
—
|
|
|
—
|
|
|||
Total revenue
|
|
$
|
778,032
|
|
|
$
|
787,955
|
|
|
$
|
650,147
|
|
|
|
|
|
|
|
|
||||||
Income from Operations
|
|
|
|
|
|
|
|
|
|
|||
Test
|
|
$
|
19,225
|
|
|
$
|
28,622
|
|
|
$
|
40,660
|
|
Sensors
|
|
45,980
|
|
|
26,206
|
|
|
1,103
|
|
|||
Intersegment eliminations
|
|
(33
|
)
|
|
—
|
|
|
—
|
|
|||
Total income from operations
|
|
$
|
65,172
|
|
|
$
|
54,828
|
|
|
$
|
41,763
|
|
|
|
|
|
|
|
|
||||||
Identifiable Assets
|
|
|
|
|
|
|
|
|
|
|||
Test
|
|
$
|
299,242
|
|
|
$
|
374,698
|
|
|
$
|
395,067
|
|
Sensors
|
|
840,187
|
|
|
814,994
|
|
|
792,953
|
|
|||
Intersegment eliminations
|
|
(33
|
)
|
|
—
|
|
|
—
|
|
|||
Total identifiable assets
|
|
$
|
1,139,396
|
|
|
$
|
1,189,692
|
|
|
$
|
1,188,020
|
|
|
|
|
|
|
|
|
||||||
Goodwill
|
|
|
|
|
|
|
|
|
|
|||
Test
|
|
$
|
24,631
|
|
|
$
|
25,109
|
|
|
$
|
25,022
|
|
Sensors
|
|
344,644
|
|
|
344,653
|
|
|
344,678
|
|
|||
Total goodwill
|
|
$
|
369,275
|
|
|
$
|
369,762
|
|
|
$
|
369,700
|
|
|
|
|
|
|
|
|
||||||
Capital Expenditures
|
|
|
|
|
|
|
||||||
Test
|
|
$
|
8,111
|
|
|
$
|
13,281
|
|
|
$
|
17,570
|
|
Sensors
|
|
4,210
|
|
|
4,517
|
|
|
3,236
|
|
|||
Total capital expenditures
|
|
$
|
12,321
|
|
|
$
|
17,798
|
|
|
$
|
20,806
|
|
|
|
|
|
|
|
|
||||||
Depreciation and Amortization
|
|
|
|
|
|
|
||||||
Test
|
|
$
|
16,353
|
|
|
$
|
17,275
|
|
|
$
|
17,279
|
|
Sensors
|
|
18,139
|
|
|
18,248
|
|
|
6,798
|
|
|||
Total depreciation and amortization
|
|
$
|
34,492
|
|
|
$
|
35,523
|
|
|
$
|
24,077
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Revenue
|
|
|
|
|
|
|
||||||
U.S.
|
|
$
|
245,909
|
|
|
$
|
246,679
|
|
|
$
|
154,707
|
|
Europe
|
|
223,236
|
|
|
192,491
|
|
|
163,944
|
|
|||
China
|
|
165,421
|
|
|
174,044
|
|
|
152,264
|
|
|||
Asia, excluding China
|
|
113,953
|
|
|
142,644
|
|
|
148,056
|
|
|||
Americas, excluding U.S.
|
|
29,513
|
|
|
32,097
|
|
|
31,176
|
|
|||
Total revenue
|
|
$
|
778,032
|
|
|
$
|
787,955
|
|
|
$
|
650,147
|
|
|
|
|
|
|
|
|
||||||
Property and Equipment, Net
|
|
|
|
|
|
|
||||||
U.S.
|
|
$
|
69,782
|
|
|
$
|
78,080
|
|
|
$
|
79,794
|
|
Europe
|
|
15,130
|
|
|
15,296
|
|
|
13,695
|
|
|||
China
|
|
4,858
|
|
|
5,542
|
|
|
5,630
|
|
|||
Asia, excluding China
|
|
499
|
|
|
1,012
|
|
|
1,670
|
|
|||
Total property and equipment, net
|
|
$
|
90,269
|
|
|
$
|
99,930
|
|
|
$
|
100,789
|
|
|
Test
|
|
Sensors
|
|
Total
|
||||||
Fiscal year 2018
|
|
|
|
|
|
||||||
Cost of sales
|
$
|
1,622
|
|
|
$
|
—
|
|
|
$
|
1,622
|
|
Selling and marketing
|
236
|
|
|
31
|
|
|
267
|
|
|||
General and administrative
|
317
|
|
|
—
|
|
|
317
|
|
|||
Research and development
|
524
|
|
|
—
|
|
|
524
|
|
|||
Total restructuring expense for fiscal year 2018
|
$
|
2,699
|
|
|
$
|
31
|
|
|
$
|
2,730
|
|
|
|
|
|
|
|
||||||
Fiscal year 2017
|
|
|
|
|
|
||||||
Cost of sales
|
$
|
2,439
|
|
|
$
|
701
|
|
|
$
|
3,140
|
|
Selling and marketing
|
112
|
|
|
203
|
|
|
315
|
|
|||
General and administrative
|
371
|
|
|
253
|
|
|
624
|
|
|||
Research and development
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total restructuring expense for fiscal year 2017
|
$
|
2,922
|
|
|
$
|
1,157
|
|
|
$
|
4,079
|
|
|
|
|
|
|
|
||||||
Fiscal year 2016
|
|
|
|
|
|
||||||
Cost of sales
|
$
|
299
|
|
|
$
|
762
|
|
|
$
|
1,061
|
|
Selling and marketing
|
129
|
|
|
155
|
|
|
284
|
|
|||
General and administrative
|
414
|
|
|
401
|
|
|
815
|
|
|||
Research and development
|
5
|
|
|
—
|
|
|
5
|
|
|||
Total restructuring expense for fiscal year 2016
|
$
|
847
|
|
|
$
|
1,318
|
|
|
$
|
2,165
|
|
|
|
2018
|
|
2017
|
|
2016
|
|
2014
|
|
|
||||||||||||||||||
|
|
Test
|
|
Test
|
|
Sensors
|
|
MTS
|
|
Sensors
|
|
Test
|
|
Total
|
||||||||||||||
Balance, October 1, 2016
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
308
|
|
|
$
|
935
|
|
|
$
|
1,053
|
|
|
$
|
2,296
|
|
Restructuring expense
|
|
—
|
|
|
2,922
|
|
|
121
|
|
|
—
|
|
|
1,036
|
|
|
—
|
|
|
4,079
|
|
|||||||
Payments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(303
|
)
|
|
(1,652
|
)
|
|
(352
|
)
|
|
(2,307
|
)
|
|||||||
Other adjustments
|
|
—
|
|
|
(23
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
|||||||
Currency translation
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(5
|
)
|
|
(110
|
)
|
|
33
|
|
|
(83
|
)
|
|||||||
Balance, September 30, 2017
|
|
$
|
—
|
|
|
$
|
2,899
|
|
|
$
|
120
|
|
|
$
|
—
|
|
|
$
|
209
|
|
|
$
|
734
|
|
|
$
|
3,962
|
|
Restructuring expense
|
|
880
|
|
|
1,819
|
|
|
31
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,730
|
|
|||||||
Payments
|
|
(67
|
)
|
|
(1,748
|
)
|
|
(92
|
)
|
|
—
|
|
|
(106
|
)
|
|
(386
|
)
|
|
(2,399
|
)
|
|||||||
Other adjustments
|
|
238
|
|
|
(37
|
)
|
|
—
|
|
|
—
|
|
|
(106
|
)
|
|
3
|
|
|
98
|
|
|||||||
Currency translation
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
3
|
|
|
(1
|
)
|
|
—
|
|
|||||||
Balance, September 29, 2018
|
|
$
|
1,051
|
|
|
$
|
2,933
|
|
|
$
|
57
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
350
|
|
|
$
|
4,391
|
|
|
2018
|
|
2017
|
||||
Accrued payroll and related costs
|
$
|
4,267
|
|
|
$
|
3,485
|
|
Other accrued liabilities
|
—
|
|
|
98
|
|
||
Other long-term liabilities
|
124
|
|
|
379
|
|
||
Total severance and related costs
|
$
|
4,391
|
|
|
$
|
3,962
|
|
|
|
||
Consideration paid to PCB shareholders and employees
1
|
$
|
580,000
|
|
Consideration for PCB closing cash
|
11,612
|
|
|
Deferred endowment consideration
2
|
1,000
|
|
|
Net preacquisition earn-out
|
(141
|
)
|
|
Net working capital adjustment
3
|
(147
|
)
|
|
Cash acquired
|
(10,551
|
)
|
|
Total estimated purchase price, net of cash acquired
|
$
|
581,773
|
|
1
|
Of the
$580,000
consideration paid to PCB, we paid
$10,000
directly to employees of PCB on behalf of the PCB shareholders during the fourth quarter of fiscal year 2016. The payment was made pursuant to the definitive purchase agreement entered into with PCB in connection with the acquisition.
|
2
|
The deferred endowment consideration was paid during the third quarter of fiscal year 2017.
|
3
|
Payment was received for the net working capital adjustment during the fourth quarter of fiscal year 2017.
|
|
|
||
Assets
|
|
||
Accounts receivable
|
$
|
21,008
|
|
Inventories
|
57,981
|
|
|
Prepaid expenses and other current assets
|
2,362
|
|
|
Property and equipment
|
19,649
|
|
|
Intangible assets
|
|
||
Customer lists
|
153,900
|
|
|
Trademarks and trade names
|
58,500
|
|
|
Technology
|
35,300
|
|
|
Land-use rights
|
1,200
|
|
|
Other long-term assets
|
1,796
|
|
|
Total identifiable assets acquired
|
351,696
|
|
|
Liabilities
|
|
||
Accounts payable
|
(6,786
|
)
|
|
Accrued payroll and related costs
|
(7,137
|
)
|
|
Non-current deferred tax liability
|
(94,141
|
)
|
|
Other accrued and long-term liabilities
|
(5,037
|
)
|
|
Total identifiable liabilities acquired
|
(113,101
|
)
|
|
|
|
||
Net identifiable assets acquired
|
238,595
|
|
|
Goodwill
|
343,178
|
|
|
Total estimated purchase price consideration, net of cash acquired
|
$
|
581,773
|
|
|
2016
|
||
Revenue
|
$
|
782,379
|
|
Net income
|
18,779
|
|
|
|
|
||
Earnings per share
|
|
||
Basic
|
$
|
0.93
|
|
Diluted
|
0.92
|
|
•
|
Incremental amortization and depreciation expense related to the estimated fair value of identifiable intangible assets and property, plant and equipment from the purchase price allocation.
|
•
|
Exclusion of the purchase accounting impact of the incremental charge reported in cost of sales for the sale of acquired inventory that was written-up to fair value of
$7,916
.
|
•
|
Includes
$22,968
of interest expense on outstanding debt entered into as part of funding the acquisition.
|
•
|
Pro forma adjustments tax affected by
20%
tax rate.
|
•
|
Weighted average shares outstanding was adjusted to increase the amount by
4,179
shares for both basic and diluted shares in the earnings per share calculation to reflect the financing of the acquisition of PCB in the form of the issuance of shares of common stock and the minimum shares to be issued for our TEUs at the minimum settlement rate.
|
Fiscal Year
|
Operating Lease Payments
|
||
2019
|
$
|
4,827
|
|
2020
|
2,994
|
|
|
2021
|
1,862
|
|
|
2022
|
1,282
|
|
|
2023
|
717
|
|
|
Thereafter
|
2,008
|
|
|
Total
|
$
|
13,690
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Beginning balance
|
|
$
|
5,371
|
|
|
$
|
3,923
|
|
|
$
|
3,411
|
|
Provisions / (recoveries)
|
|
2,142
|
|
|
1,930
|
|
|
957
|
|
|||
Amounts written-off / payments
|
|
(2,378
|
)
|
|
(551
|
)
|
|
(330
|
)
|
|||
Currency translation
|
|
(131
|
)
|
|
69
|
|
|
(115
|
)
|
|||
Ending balance
|
|
$
|
5,004
|
|
|
$
|
5,371
|
|
|
$
|
3,923
|
|
Subsidiaries
|
|
Jurisdiction
|
Instruments & Calibration Sweden AB
|
|
Sweden
|
MTS 1, LLC
|
|
Minnesota
|
MTS 2, LLC
|
|
Minnesota
|
MTS Systems (Hong Kong), Inc.
|
|
Minnesota
|
MTS Holdings France, SARL
|
|
France
|
MTS Japan Ltd.
|
|
Japan
|
MTS Korea, Inc.
|
|
Republic of Korea
|
MTS Sensor Technologie GmbH and Co. KG
|
|
Germany
|
MTS Sensor Technologie und Verwaltungs-GmbH
|
|
Germany
|
MTS Sensor Technology KK
|
|
Japan
|
MTS Systems B.V.
|
|
Netherlands
|
MTS Systems Holding B.V.
|
|
Netherlands
|
MTS Systems (China) Co., Ltd.
|
|
People's Republic of China
|
MTS Systems Finance C.V.
|
|
Netherlands
|
MTS Systems GmbH
|
|
Germany
|
MTS Systems Ltd.
|
|
United Kingdom
|
MTS Systems Norden AB
|
|
Sweden
|
MTS Systems SAS
|
|
France
|
MTS Systems Srl
|
|
Italy
|
MTS Systems Switzerland GmbH
|
|
Switzerland
|
MTS Testing Solutions India Private Limited
|
|
India
|
MTS Testing Systems (Canada) Ltd.
|
|
Ontario, Canada
|
MTS Systems do Brazil (inactive)
|
|
Brazil
|
PCB Piezotronics, Inc.
|
|
New York
|
PCB Piezotronics Srl
|
|
Italy
|
PCB Piezotronics Europe GmbH
|
|
Germany
|
PCB Piezotronics Limited
|
|
United Kingdom
|
The Modal Shop, Inc.
|
|
Ohio
|
PCB Group Sales Company, Inc.
|
|
Delaware
|
3395 Walden Avenue Acquisition Corp
|
|
New York
|
DI U.S. Holdings, Inc.
|
|
New York
|
Dalimar Instruments ULC
|
|
Alberta ULC
|
PCB Piezotronics S.A.
|
|
France
|
PCB Piezotronics Sensor Technology (Beijing) Co., Ltd.
|
|
People's Republic of China
|
PCB Synotech GmbH
|
|
Germany
|
PCB Piezotronics of North Carolina, Inc.
|
|
Delaware
|
Accumetrics, Inc.
|
|
New York
|
PCB Piezotronics BVBA
|
|
Belgium
|
1.
|
I have reviewed this annual report on Form 10-K of MTS Systems Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
November 26, 2018
|
/s/ JEFFREY A. GRAVES
|
|
|
Jeffrey A. Graves
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of MTS Systems Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date:
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November 26, 2018
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/s/ BRIAN T. ROSS
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|
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Brian T. Ross
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|
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Senior Vice President and Chief Financial Officer
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date:
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November 26, 2018
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/s/ JEFFREY A. GRAVES
|
|
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Jeffrey A. Graves
|
|
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President and Chief Executive Officer
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1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
November 26, 2018
|
/s/ BRIAN T. ROSS
|
|
|
Brian T. Ross
|
|
|
Senior Vice President and Chief Financial Officer
|