ý
|
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
¨
|
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
Wisconsin
|
|
39-1344447
|
(State of Incorporation)
|
|
(IRS Employer Identification No.)
|
Large accelerated filer
ý
|
Accelerated filer
¨
|
Non-accelerated filer
¨
|
Smaller reporting company
¨
|
Emerging growth company
¨
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
June 30,
2018 |
|
July 1,
2017 |
|
June 30,
2018 |
|
July 1,
2017 |
||||||||
Net sales
|
|
$
|
726,385
|
|
|
$
|
618,832
|
|
|
$
|
2,102,330
|
|
|
$
|
1,858,200
|
|
Cost of sales
|
|
658,564
|
|
|
557,647
|
|
|
1,918,034
|
|
|
1,668,859
|
|
||||
Gross profit
|
|
67,821
|
|
|
61,185
|
|
|
184,296
|
|
|
189,341
|
|
||||
Selling and administrative expenses
|
|
35,375
|
|
|
31,716
|
|
|
102,978
|
|
|
93,398
|
|
||||
Operating income
|
|
32,446
|
|
|
29,469
|
|
|
81,318
|
|
|
95,943
|
|
||||
Other income (expense):
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
|
(2,910
|
)
|
|
(3,294
|
)
|
|
(10,182
|
)
|
|
(9,830
|
)
|
||||
Interest income
|
|
1,068
|
|
|
1,299
|
|
|
4,049
|
|
|
3,555
|
|
||||
Miscellaneous
|
|
(1,052
|
)
|
|
(103
|
)
|
|
(1,875
|
)
|
|
1,147
|
|
||||
Income before income taxes
|
|
29,552
|
|
|
27,371
|
|
|
73,310
|
|
|
90,815
|
|
||||
Income tax expense
|
|
3,051
|
|
|
1,792
|
|
|
133,012
|
|
|
7,762
|
|
||||
Net income (loss)
|
|
$
|
26,501
|
|
|
$
|
25,579
|
|
|
$
|
(59,702
|
)
|
|
$
|
83,053
|
|
Earnings (loss) per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.81
|
|
|
$
|
0.76
|
|
|
$
|
(1.79
|
)
|
|
$
|
2.47
|
|
Diluted
|
|
$
|
0.79
|
|
|
$
|
0.74
|
|
|
$
|
(1.79
|
)
|
|
$
|
2.40
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
32,796
|
|
|
33,669
|
|
|
33,300
|
|
|
33,636
|
|
||||
Diluted
|
|
33,651
|
|
|
34,568
|
|
|
33,300
|
|
|
34,585
|
|
||||
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
|
$
|
26,501
|
|
|
$
|
25,579
|
|
|
$
|
(59,702
|
)
|
|
$
|
83,053
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
|
||||||||
Derivative instrument fair value adjustment
|
|
(5,023
|
)
|
|
2,991
|
|
|
(2,255
|
)
|
|
747
|
|
||||
Foreign currency translation adjustments
|
|
(7,965
|
)
|
|
6,367
|
|
|
(1,050
|
)
|
|
(2,379
|
)
|
||||
Other comprehensive (loss) income
|
|
(12,988
|
)
|
|
9,358
|
|
|
(3,305
|
)
|
|
(1,632
|
)
|
||||
Total comprehensive income (loss)
|
|
$
|
13,513
|
|
|
$
|
34,937
|
|
|
$
|
(63,007
|
)
|
|
$
|
81,421
|
|
|
|
June 30,
2018 |
|
September 30,
2017 |
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
332,723
|
|
|
$
|
568,860
|
|
Restricted cash
|
|
828
|
|
|
394
|
|
||
Accounts receivable, net of allowances of $822 and $980, respectively
|
|
379,136
|
|
|
365,513
|
|
||
Inventories
|
|
755,809
|
|
|
654,642
|
|
||
Prepaid expenses and other
|
|
31,221
|
|
|
28,046
|
|
||
Total current assets
|
|
1,499,717
|
|
|
1,617,455
|
|
||
Property, plant and equipment, net
|
|
334,528
|
|
|
314,665
|
|
||
Deferred income tax assets
|
|
5,432
|
|
|
5,292
|
|
||
Other
|
|
54,952
|
|
|
38,770
|
|
||
Total non-current assets
|
|
394,912
|
|
|
358,727
|
|
||
Total assets
|
|
$
|
1,894,629
|
|
|
$
|
1,976,182
|
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Current portion of long-term debt and capital lease obligations
|
|
$
|
6,365
|
|
|
$
|
286,934
|
|
Accounts payable
|
|
473,374
|
|
|
413,999
|
|
||
Customer deposits
|
|
101,679
|
|
|
107,837
|
|
||
Accrued salaries and wages
|
|
57,576
|
|
|
49,376
|
|
||
Other accrued liabilities
|
|
70,278
|
|
|
49,445
|
|
||
Total current liabilities
|
|
709,272
|
|
|
907,591
|
|
||
Long-term debt and capital lease obligations, net of current portion
|
|
180,204
|
|
|
26,173
|
|
||
Long-term accrued income taxes payable
|
|
91,905
|
|
|
—
|
|
||
Deferred income tax liabilities
|
|
15,178
|
|
|
—
|
|
||
Other liabilities
|
|
15,710
|
|
|
16,479
|
|
||
Total non-current liabilities
|
|
302,997
|
|
|
42,652
|
|
||
Total liabilities
|
|
1,012,269
|
|
|
950,243
|
|
||
Commitments and contingencies
|
|
|
|
|
||||
Shareholders’ equity:
|
|
|
|
|
||||
Preferred stock, $.01 par value, 5,000 shares authorized, none issued or outstanding
|
|
—
|
|
|
—
|
|
||
Common stock, $.01 par value, 200,000 shares authorized, 52,451 and 51,934 shares issued, respectively, and 32,361 and 33,464 shares outstanding, respectively
|
|
525
|
|
|
519
|
|
||
Additional paid-in capital
|
|
572,559
|
|
|
555,297
|
|
||
Common stock held in treasury, at cost, 20,090 and 18,470 shares, respectively
|
|
(671,944
|
)
|
|
(574,104
|
)
|
||
Retained earnings
|
|
989,504
|
|
|
1,049,206
|
|
||
Accumulated other comprehensive loss
|
|
(8,284
|
)
|
|
(4,979
|
)
|
||
Total shareholders’ equity
|
|
882,360
|
|
|
1,025,939
|
|
||
Total liabilities and shareholders’ equity
|
|
$
|
1,894,629
|
|
|
$
|
1,976,182
|
|
|
|
Nine Months Ended
|
||||||
|
|
June 30,
2018 |
|
July 1,
2017 |
||||
Cash flows from operating activities
|
|
|
|
|
||||
Net (loss) income
|
|
$
|
(59,702
|
)
|
|
$
|
83,053
|
|
Adjustments to reconcile net (loss) income to net cash flows from operating activities:
|
|
|
|
|
||||
Depreciation
|
|
35,761
|
|
|
33,785
|
|
||
Deferred income taxes
|
|
23,106
|
|
|
86
|
|
||
Share-based compensation expense
|
|
13,206
|
|
|
12,485
|
|
||
Other, net
|
|
(117
|
)
|
|
209
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Accounts receivable
|
|
(14,723
|
)
|
|
98,404
|
|
||
Inventories
|
|
(102,320
|
)
|
|
(87,824
|
)
|
||
Other current and noncurrent assets
|
|
(21,124
|
)
|
|
(10,731
|
)
|
||
Accrued income taxes payable
|
|
98,552
|
|
|
1,105
|
|
||
Accounts payable
|
|
63,743
|
|
|
(6,414
|
)
|
||
Customer deposits
|
|
(6,128
|
)
|
|
(3,370
|
)
|
||
Other current and noncurrent liabilities
|
|
11,216
|
|
|
1,135
|
|
||
Cash flows provided by operating activities
|
|
41,470
|
|
|
121,923
|
|
||
Cash flows from investing activities
|
|
|
|
|
||||
Payments for property, plant and equipment
|
|
(52,077
|
)
|
|
(24,443
|
)
|
||
Proceeds from sales of property, plant and equipment
|
|
426
|
|
|
436
|
|
||
Cash flows used in investing activities
|
|
(51,651
|
)
|
|
(24,007
|
)
|
||
Cash flows from financing activities
|
|
|
|
|
||||
Borrowings under debt agreements
|
|
673,052
|
|
|
166,087
|
|
||
Payments toward debt and capital lease obligations
|
|
(806,910
|
)
|
|
(156,877
|
)
|
||
Debt issuance costs
|
|
(729
|
)
|
|
—
|
|
||
Repurchases of common stock
|
|
(97,840
|
)
|
|
(23,856
|
)
|
||
Proceeds from exercise of stock options
|
|
9,523
|
|
|
10,601
|
|
||
Payments related to tax withholding for share-based compensation
|
|
(5,461
|
)
|
|
(6,141
|
)
|
||
Cash flows used in financing activities
|
|
(228,365
|
)
|
|
(10,186
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
|
2,843
|
|
|
(735
|
)
|
||
Net (decrease) increase in cash and cash equivalents and restricted cash
|
|
(235,703
|
)
|
|
86,995
|
|
||
Cash and cash equivalents and restricted cash:
|
|
|
|
|
||||
Beginning of period
|
|
569,254
|
|
|
432,964
|
|
||
End of period
|
|
$
|
333,551
|
|
|
$
|
519,959
|
|
|
|
June 30,
2018 |
|
September 30,
2017 |
||||
Raw materials
|
|
$
|
575,293
|
|
|
$
|
477,921
|
|
Work-in-process
|
|
96,290
|
|
|
86,367
|
|
||
Finished goods
|
|
84,226
|
|
|
90,354
|
|
||
Total inventories
|
|
$
|
755,809
|
|
|
$
|
654,642
|
|
|
|
June 30,
2018 |
|
September 30,
2017 |
||||
4.05% Senior Notes, due June 15, 2025
|
|
$
|
100,000
|
|
|
$
|
—
|
|
4.22% Senior Notes, due June 15, 2028
|
|
50,000
|
|
|
—
|
|
||
5.20% Senior Notes, due June 15, 2018
|
|
—
|
|
|
175,000
|
|
||
Borrowings under the credit facility
|
|
—
|
|
|
108,000
|
|
||
Capital lease and other financing obligations
|
|
37,882
|
|
|
30,901
|
|
||
Unamortized deferred financing fees
|
|
(1,313
|
)
|
|
(794
|
)
|
||
Total obligations
|
|
186,569
|
|
|
313,107
|
|
||
Less: current portion
|
|
(6,365
|
)
|
|
(286,934
|
)
|
||
Long-term debt and capital lease obligations, net of current portion
|
|
$
|
180,204
|
|
|
$
|
26,173
|
|
Fair Values of Derivative Instruments
|
||||||||||||||||||||
In thousands of dollars
|
||||||||||||||||||||
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||||||
|
|
|
|
June 30,
2018 |
|
September 30,
2017 |
|
|
|
June 30,
2018 |
|
September 30,
2017 |
||||||||
Derivatives designated as hedging instruments
|
|
Balance Sheet
Classification
|
|
Fair Value
|
|
Fair Value
|
|
Balance Sheet
Classification
|
|
Fair Value
|
|
Fair Value
|
||||||||
Forward currency forward contracts
|
|
Prepaid expenses and other
|
|
$
|
172
|
|
|
$
|
2,024
|
|
|
Other accrued liabilities
|
|
$
|
177
|
|
|
$
|
—
|
|
Fair Values of Derivative Instruments
|
||||||||||||||||||||
In thousands of dollars
|
||||||||||||||||||||
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||||||
|
|
|
|
June 30,
2018 |
|
September 30,
2017 |
|
|
|
June 30,
2018 |
|
September 30,
2017 |
||||||||
Derivatives not designated as hedging instruments
|
|
Balance Sheet
Classification
|
|
Fair Value
|
|
Fair Value
|
|
Balance Sheet
Classification
|
|
Fair Value
|
|
Fair Value
|
||||||||
Forward currency forward contracts
|
|
Prepaid expenses and other
|
|
$
|
408
|
|
|
$
|
35
|
|
|
Other accrued liabilities
|
|
$
|
143
|
|
|
$
|
118
|
|
Derivative Impact on Gain (Loss) Recognized in Income
|
||||||||||
for the Three Months Ended
|
||||||||||
In thousands of dollars
|
||||||||||
Derivatives in Cash Flow Hedging Relationships
|
|
Classification of Gain (Loss) Reclassified from Accumulated OCL into Income (Effective Portion)
|
|
Amount of Gain (Loss) Reclassified from Accumulated OCL into Income (Effective Portion)
|
||||||
|
|
June 30, 2018
|
|
July 1, 2017
|
||||||
Forward currency forward contracts
|
|
Cost of sales
|
|
$
|
1,894
|
|
|
$
|
(968
|
)
|
Forward currency forward contracts
|
|
Selling and administrative expenses
|
|
207
|
|
|
(102
|
)
|
||
Treasury Rate Locks
|
|
Interest expense
|
|
66
|
|
|
80
|
|
||
Interest rate swaps
|
|
Interest expense
|
|
—
|
|
|
(7
|
)
|
||
Interest rate swaps
|
|
Income tax expense
|
|
$
|
—
|
|
|
$
|
(84
|
)
|
Derivatives Not Designated as Hedging Instruments
|
|
Location of Gain (Loss) Recognized on Derivatives in Income
|
|
Amount of Gain (Loss) on Derivatives Recognized in Income
|
||||||
|
|
June 30, 2018
|
|
July 1, 2017
|
||||||
Forward currency forward contracts
|
|
Miscellaneous other income (expense)
|
|
$
|
717
|
|
|
$
|
(286
|
)
|
Derivative Impact on Gain (Loss) Recognized in Income
|
||||||||||
for the Nine Months Ended
|
||||||||||
In thousands of dollars
|
||||||||||
Derivatives in Cash Flow Hedging Relationships
|
|
Classification of Gain (Loss) Reclassified from Accumulated OCL into Income (Effective Portion)
|
|
Amount of Gain (Loss) Reclassified from Accumulated OCL into Income (Effective Portion)
|
||||||
|
|
June 30, 2018
|
|
July 1, 2017
|
||||||
Forward currency forward contracts
|
|
Cost of sales
|
|
$
|
4,976
|
|
|
$
|
(2,630
|
)
|
Forward currency forward contracts
|
|
Selling and administrative expenses
|
|
536
|
|
|
(274
|
)
|
||
Treasury Rate Locks
|
|
Interest expense
|
|
226
|
|
|
251
|
|
||
Interest rate swaps
|
|
Interest expense
|
|
—
|
|
|
(142
|
)
|
||
Interest rate swaps
|
|
Income tax expense
|
|
$
|
—
|
|
|
$
|
(84
|
)
|
Derivatives Not Designated as Hedging Instruments
|
|
Location of (Loss) Gain Recognized on Derivatives in Income
|
|
Amount of (Loss) Gain on Derivatives Recognized in Income
|
||||||
|
|
June 30, 2018
|
|
July 1, 2017
|
||||||
Forward currency forward contracts
|
|
Miscellaneous other income (expense)
|
|
$
|
(234
|
)
|
|
$
|
1,575
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
June 30,
2018 |
|
July 1,
2017 |
|
June 30,
2018 |
|
July 1,
2017 |
||||||||
Net income (loss)
|
|
$
|
26,501
|
|
|
$
|
25,579
|
|
|
$
|
(59,702
|
)
|
|
$
|
83,053
|
|
Basic weighted average common shares outstanding
|
|
32,796
|
|
|
33,669
|
|
|
33,300
|
|
|
33,636
|
|
||||
Dilutive effect of share-based awards outstanding
|
|
855
|
|
|
899
|
|
|
—
|
|
|
949
|
|
||||
Diluted weighted average shares outstanding
|
|
33,651
|
|
|
34,568
|
|
|
33,300
|
|
|
34,585
|
|
||||
Earnings (loss) per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.81
|
|
|
$
|
0.76
|
|
|
$
|
(1.79
|
)
|
|
$
|
2.47
|
|
Diluted
|
|
$
|
0.79
|
|
|
$
|
0.74
|
|
|
$
|
(1.79
|
)
|
|
$
|
2.40
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
June 30,
2018 |
|
July 1,
2017 |
|
June 30,
2018 |
|
July 1,
2017 |
||||||||
Net sales:
|
|
|
|
|
|
|
|
|
||||||||
AMER
|
|
$
|
298,375
|
|
|
$
|
265,173
|
|
|
$
|
899,253
|
|
|
$
|
851,888
|
|
APAC
|
|
383,785
|
|
|
325,986
|
|
|
1,080,283
|
|
|
945,713
|
|
||||
EMEA
|
|
74,331
|
|
|
53,126
|
|
|
212,105
|
|
|
137,550
|
|
||||
Elimination of inter-segment sales
|
|
(30,106
|
)
|
|
(25,453
|
)
|
|
(89,311
|
)
|
|
(76,951
|
)
|
||||
|
|
$
|
726,385
|
|
|
$
|
618,832
|
|
|
$
|
2,102,330
|
|
|
$
|
1,858,200
|
|
Operating income (loss):
|
|
|
|
|
|
|
|
|
||||||||
AMER
|
|
$
|
6,799
|
|
|
$
|
7,392
|
|
|
$
|
28,025
|
|
|
$
|
30,418
|
|
APAC
|
|
55,274
|
|
|
49,811
|
|
|
154,977
|
|
|
148,535
|
|
||||
EMEA
|
|
1,837
|
|
|
(768
|
)
|
|
1,105
|
|
|
(4,224
|
)
|
||||
Corporate and other costs
|
|
(31,464
|
)
|
|
(26,966
|
)
|
|
(102,789
|
)
|
|
(78,786
|
)
|
||||
|
|
$
|
32,446
|
|
|
$
|
29,469
|
|
|
$
|
81,318
|
|
|
$
|
95,943
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
|
(2,910
|
)
|
|
(3,294
|
)
|
|
(10,182
|
)
|
|
(9,830
|
)
|
||||
Interest income
|
|
1,068
|
|
|
1,299
|
|
|
4,049
|
|
|
3,555
|
|
||||
Miscellaneous
|
|
(1,052
|
)
|
|
(103
|
)
|
|
(1,875
|
)
|
|
1,147
|
|
||||
Income before income taxes
|
|
$
|
29,552
|
|
|
$
|
27,371
|
|
|
$
|
73,310
|
|
|
$
|
90,815
|
|
|
|
June 30,
2018 |
|
September 30,
2017 |
|
||||
Total assets:
|
|
|
|
|
|
||||
AMER
|
|
$
|
586,716
|
|
|
$
|
595,851
|
|
|
APAC
|
|
952,274
|
|
|
1,163,111
|
|
|
||
EMEA
|
|
190,106
|
|
|
172,830
|
|
|
||
Corporate and eliminations
|
|
165,533
|
|
|
44,390
|
|
|
||
|
|
$
|
1,894,629
|
|
|
$
|
1,976,182
|
|
|
|
|
Nine Months Ended
|
||||||
|
|
June 30,
2018 |
|
July 1,
2017 |
||||
Reserve balance, beginning of period
|
|
$
|
4,756
|
|
|
$
|
6,109
|
|
Accruals for warranties issued during the period
|
|
3,660
|
|
|
890
|
|
||
Settlements (in cash or in kind) during the period
|
|
(2,136
|
)
|
|
(2,074
|
)
|
||
Reserve balance, end of period
|
|
$
|
6,280
|
|
|
$
|
4,925
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
June 30,
2018 |
|
July 1,
2017 |
|
June 30,
2018 |
|
July 1,
2017 |
||||||||
Net sales
|
|
$
|
726.4
|
|
|
$
|
618.8
|
|
|
$
|
2,102.3
|
|
|
$
|
1,858.2
|
|
Cost of sales
|
|
658.6
|
|
|
557.6
|
|
|
1,918.0
|
|
|
1,668.9
|
|
||||
Gross profit
|
|
67.8
|
|
|
61.2
|
|
|
184.3
|
|
|
189.3
|
|
||||
Gross margin
|
|
9.3
|
%
|
|
9.9
|
%
|
|
8.8
|
%
|
|
10.2
|
%
|
||||
Operating income
|
|
32.4
|
|
|
29.5
|
|
|
81.3
|
|
|
95.9
|
|
||||
Operating margin
|
|
4.5
|
%
|
|
4.8
|
%
|
|
3.9
|
%
|
|
5.2
|
%
|
||||
Net income (loss)
|
|
26.5
|
|
|
25.6
|
|
|
(59.7
|
)
|
|
83.1
|
|
||||
Diluted earnings (loss) per share
|
|
$
|
0.79
|
|
|
$
|
0.74
|
|
|
$
|
(1.79
|
)
|
|
$
|
2.40
|
|
Return on invested capital*
|
|
|
|
|
|
15.9
|
%
|
|
16.1
|
%
|
||||||
Economic return*
|
|
|
|
|
|
|
|
6.4
|
%
|
|
5.6
|
%
|
||||
*Non-GAAP metric; refer to "Return on Invested Capital ("ROIC") and Economic Return" below for more information and Exhibit 99.1 for a reconciliation.
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
June 30,
2018 |
|
July 1,
2017 |
|
June 30,
2018 |
|
July 1,
2017 |
||||||||
Net sales:
|
|
|
|
|
|
|
|
|
||||||||
AMER
|
|
$
|
298.4
|
|
|
$
|
265.2
|
|
|
$
|
899.2
|
|
|
$
|
851.9
|
|
APAC
|
|
383.8
|
|
|
326.0
|
|
|
1,080.3
|
|
|
945.7
|
|
||||
EMEA
|
|
74.3
|
|
|
53.1
|
|
|
212.1
|
|
|
137.6
|
|
||||
Elimination of inter-segment sales
|
|
(30.1
|
)
|
|
(25.5
|
)
|
|
(89.3
|
)
|
|
(77.0
|
)
|
||||
Total net sales
|
|
$
|
726.4
|
|
|
$
|
618.8
|
|
|
$
|
2,102.3
|
|
|
$
|
1,858.2
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
Market Sector
|
|
June 30,
2018 |
|
July 1,
2017 |
|
June 30,
2018 |
|
July 1,
2017 |
||||||||
Healthcare/Life Sciences
|
|
$
|
266.0
|
|
|
$
|
209.6
|
|
|
$
|
751.1
|
|
|
$
|
625.5
|
|
Industrial/Commercial
|
|
225.5
|
|
|
201.5
|
|
|
674.0
|
|
|
599.1
|
|
||||
Communications
|
|
120.0
|
|
|
98.7
|
|
|
352.4
|
|
|
338.3
|
|
||||
Aerospace/Defense
|
|
114.9
|
|
|
109.0
|
|
|
324.8
|
|
|
295.3
|
|
||||
Total net sales
|
|
$
|
726.4
|
|
|
$
|
618.8
|
|
|
$
|
2,102.3
|
|
|
$
|
1,858.2
|
|
|
|
Nine Months Ended
|
||||||
|
|
June 30,
2018 |
|
July 1,
2017 |
||||
Annualized operating income (tax effected)
|
|
$
|
113.8
|
|
|
$
|
117.7
|
|
Average invested capital
|
|
716.4
|
|
|
730.3
|
|
||
After-tax ROIC
|
|
15.9
|
%
|
|
16.1
|
%
|
||
WACC
|
|
9.5
|
%
|
|
10.5
|
%
|
||
Economic Return
|
|
6.4
|
%
|
|
5.6
|
%
|
•
|
Returning cash to shareholders by accelerating repurchase activity. Our intent is to use the remaining $18.0 million under the 2016 Share Repurchase Plan during fiscal 2018, as well as an additional $200.0 million under the 2018 Share Repurchase Plan through fiscal 2019;
|
•
|
Financing the Cascade Controls, Inc. acquisition for approximately $12.5 million (see “Investing Activities” below); and
|
•
|
Reinvesting in the business to support growth and productivity improvements
|
2019
|
$
|
8.0
|
|
2020
|
8.0
|
|
|
2021
|
8.0
|
|
|
2022
|
8.0
|
|
|
2023
|
8.0
|
|
|
2024
|
15.0
|
|
|
2025
|
20.0
|
|
|
2026
|
25.0
|
|
|
Total
|
$
|
100.0
|
|
|
|
Nine Months Ended
|
||||||
|
|
June 30, 2018
|
|
July 1,
2017 |
||||
Cash provided by operating activities
|
|
$
|
41.5
|
|
|
$
|
121.9
|
|
Cash used in investing activities
|
|
$
|
(51.7
|
)
|
|
$
|
(24.0
|
)
|
Cash used in financing activities
|
|
$
|
(228.4
|
)
|
|
$
|
(10.2
|
)
|
|
|
Three Months Ended
|
||
|
|
June 30, 2018
|
|
July 1,
2017 |
Days in accounts receivable
|
|
48
|
|
47
|
Days in inventory
|
|
105
|
|
107
|
Days in accounts payable
|
|
(66)
|
|
(65)
|
Days in cash deposits
|
|
(14)
|
|
(13)
|
Annualized cash cycle
|
|
73
|
|
76
|
|
|
Nine Months Ended
|
||||||
|
|
June 30, 2018
|
|
July 1,
2017 |
||||
Cash flows provided by operating activities
|
|
$
|
41.5
|
|
|
$
|
121.9
|
|
Payments for property, plant and equipment
|
|
(52.1
|
)
|
|
(24.4
|
)
|
||
Free cash flow
|
|
$
|
(10.6
|
)
|
|
$
|
97.5
|
|
|
|
Payments Due by Fiscal Year
|
||||||||||||||||||
Contractual Obligations
|
|
Total
|
|
Remaining 2018
|
|
2019-2020
|
|
2021-2022
|
|
2023 and thereafter
|
||||||||||
Debt Obligations (1)
|
|
$
|
199.5
|
|
|
$
|
—
|
|
|
$
|
12.4
|
|
|
$
|
12.3
|
|
|
$
|
174.8
|
|
Capital Lease Obligations (2)
|
|
44.2
|
|
|
4.0
|
|
|
8.1
|
|
|
3.8
|
|
|
28.3
|
|
|||||
Operating Lease Obligations
|
|
40.0
|
|
|
2.2
|
|
|
17.6
|
|
|
8.8
|
|
|
11.4
|
|
|||||
Purchase Obligations (3)
|
|
701.4
|
|
|
440.2
|
|
|
259.6
|
|
|
1.2
|
|
|
0.4
|
|
|||||
Repatriation Tax on Undistributed Foreign Earnings (4)
|
|
100.0
|
|
|
—
|
|
|
16.0
|
|
|
16.0
|
|
|
68.0
|
|
|||||
Other Liabilities on the Balance Sheet (5)
|
|
12.7
|
|
|
0.1
|
|
|
2.5
|
|
|
2.5
|
|
|
7.6
|
|
|||||
Other Liabilities not on the Balance Sheet (6)
|
|
6.3
|
|
|
—
|
|
|
3.4
|
|
|
—
|
|
|
2.9
|
|
|||||
Other Financing Obligations (7)
|
|
121.7
|
|
|
0.4
|
|
|
7.7
|
|
|
8.9
|
|
|
104.7
|
|
|||||
Asset Acquisition (8)
|
|
12.5
|
|
|
12.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total Contractual Cash Obligations
|
|
$
|
1,238.3
|
|
|
$
|
459.4
|
|
|
$
|
327.3
|
|
|
$
|
53.5
|
|
|
$
|
398.1
|
|
1)
|
Includes $150.0 million in principal amount of 2018 Notes as well as interest; see Note 3, "Debt, Capital Lease Obligations and Other Financing" in Notes to Condensed Consolidated Financial Statements for further information.
|
2)
|
As of
June 30, 2018
, capital lease obligations consists of capital lease payments and interest as well as a non-cash financing obligation related to the failed sale-leaseback of a building in Guadalajara, Mexico.
|
3)
|
As of
June 30, 2018
, purchase obligations consist primarily of purchases of inventory and equipment in the ordinary course of business.
|
4)
|
U.S. federal taxes on the deemed repatriation of undistributed foreign earnings due to Tax Reform, which is our best estimate and may change, perhaps materially. Refer to "Liquidity and Capital Resources" above for further detail.
|
5)
|
As of
June 30, 2018
, other obligations on the balance sheet included deferred compensation obligations to certain of our former and current executive officers, as well as other key employees, and asset retirement obligations. We have excluded from the above table the impact of approximately
$3.1 million
, as of
June 30, 2018
, related to unrecognized income tax benefits. The Company cannot make reliable estimates of the future cash flows by period related to these obligations.
|
6)
|
As of
June 30, 2018
, other obligations not on the balance sheet consisted of guarantees and a commitment for salary continuation and certain benefits in the event employment of one executive officer of the Company is terminated without cause. Excluded from the amounts disclosed are certain bonus and incentive compensation amounts, which would be paid on a prorated basis in the year of termination.
|
7)
|
Includes future minimum lease payments for two facilities in Guadalajara, Mexico, leased under 10-year and 15-year base lease agreements, both of which include two 5-year renewal options.
|
8)
|
On July 27, 2018, subsequent to the end of the fiscal third quarter of 2018, the Company purchased the assets of one of the business lines of Cascade Controls, Inc., a new product introduction company in Portland, Oregon, for $12.5 million in cash, subject to certain customary post-closing adjustments.
|
Period
|
|
Total number of shares purchased
|
|
Average price paid per share
|
|
Total number of shares purchased as part of publicly announced plans or programs
|
|
Maximum approximate dollar value of shares that may yet be purchased under the plans or programs*
|
||||||
April 1, 2018 to April 28, 2018
|
|
317,767
|
|
|
$
|
61.06
|
|
|
317,767
|
|
|
$
|
255,302,720
|
|
April 29, 2018 to May 26, 2018
|
|
311,759
|
|
|
$
|
58.05
|
|
|
311,759
|
|
|
$
|
237,204,784
|
|
May 27, 2018 to June 30, 2018
|
|
318,159
|
|
|
$
|
60.29
|
|
|
318,159
|
|
|
$
|
218,023,874
|
|
Total
|
|
947,685
|
|
|
$
|
59.81
|
|
|
947,685
|
|
|
|
ITEM 6.
|
Exhibits
|
|
|
Plexus Corp.
|
|
|
Registrant
|
|
|
|
Date: 8/3/18
|
|
/s/ Todd P. Kelsey
|
|
|
Todd P. Kelsey
|
|
|
President and Chief Executive Officer
|
|
|
|
Date: 8/3/18
|
|
/s/ Patrick J. Jermain
|
|
|
Patrick J. Jermain
|
|
|
Senior Vice President and Chief Financial Officer
|
By:
|
/s/ Patrick J. Jermain
|
Name:
|
Patrick J. Jermain
|
Title:
|
Senior Vice President & Chief Financial Officer
|
By:
|
/s/ Angelo M. Ninivaggi
|
Name:
|
Angelo M. Ninivaggi
|
Title:
|
Vice President & Secretary
|
By:
|
/s/ Angelo M. Ninivaggi
|
Name:
|
Angelo M. Ninivaggi
|
Title:
|
Director
|
By:
|
/s/ Denis Kerr
|
Name:
|
Denis Kerr
|
Title:
|
Director
|
By:
|
/s/ Denis Kerr
|
Name:
|
Denis Kerr
|
Title:
|
Director
|
By:
|
/s/ Lim Yong Jim
|
Name:
|
Lim Yong Jim
|
Title:
|
Managing Director
|
By:
|
/s/ Dilawar Khan
|
Name:
|
Dilawar Khan
|
Title:
|
Director
|
Approved Obligor
|
Approved
Obligor
Sublimit
(USD)
|
Approved Obligor Buffer Period (days)
|
Applicable Margin
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Plexus Corp.;
|
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.
|
|
|
|
/s/ Todd P. Kelsey
|
|
Todd P. Kelsey
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Plexus Corp.;
|
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.
|
|
|
|
/s/ Patrick J. Jermain
|
|
Patrick J. Jermain
|
|
Senior Vice President and Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Todd P. Kelsey
|
|
Todd P. Kelsey
|
|
President and Chief Executive Officer
|
|
August 3, 2018
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Patrick J. Jermain
|
|
Patrick J. Jermain
|
|
Senior Vice President and Chief Financial Officer
|
|
August 3, 2018
|
|
Average Invested Capital
|
Three Months Ended
|
||||||||||||||
|
Jun 30,
2018
|
|
Mar 31,
2018
|
|
Dec 30,
2017
|
|
Sept 30,
2017
|
||||||||
Equity
|
$
|
882,360
|
|
|
$
|
920,503
|
|
|
$
|
933,849
|
|
|
$
|
1,025,939
|
|
Plus:
|
|
|
|
|
|
|
|
||||||||
Debt - current
|
6,365
|
|
|
180,772
|
|
|
179,881
|
|
|
286,934
|
|
||||
Debt - non-current
|
180,204
|
|
|
27,217
|
|
|
26,047
|
|
|
26,173
|
|
||||
Less:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
(332,723
|
)
|
|
(402,470
|
)
|
|
(506,694
|
)
|
|
(568,860
|
)
|
||||
|
$
|
736,206
|
|
|
$
|
726,022
|
|
|
$
|
633,083
|
|
|
$
|
770,186
|
|
|
|
|
|
|
|
|
|
Average Invested Capital
|
Three Months Ended
|
||||||||||||||
|
Jul 1,
2017
|
|
Apr 1,
2017
|
|
Dec 31,
2016
|
|
Oct 1,
2016
|
||||||||
Equity
|
$
|
991,306
|
|
|
$
|
961,438
|
|
|
$
|
927,542
|
|
|
$
|
916,797
|
|
Plus:
|
|
|
|
|
|
|
|
||||||||
Debt - current
|
267,297
|
|
|
92,623
|
|
|
78,879
|
|
|
78,507
|
|
||||
Debt - non-current
|
26,138
|
|
|
185,638
|
|
|
184,136
|
|
|
184,002
|
|
||||
Less:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
(519,172
|
)
|
|
(524,520
|
)
|
|
(496,505
|
)
|
|
(432,964
|
)
|
||||
|
$
|
765,569
|
|
|
$
|
715,179
|
|
|
$
|
694,052
|
|
|
$
|
746,342
|
|
|
|
|
|
|
|
|
|