ý
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
94-3196943
|
(State or other jurisdiction of incorporation
|
|
(I.R.S. Employer
|
or organization)
|
|
Identification No.)
|
Large accelerated filer
|
ý
|
|
|
Accelerated filer
|
o
|
|
|
|
|
|
|
|
|
Non-accelerated filer
|
o
|
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
o
|
|
|
|
|
|
Emerging growth company
|
o
|
|
|
March 31,
|
|
December 31,
|
||||||||
|
2018
|
|
2017
|
|
2017
|
||||||
ASSETS
|
|
|
|
|
|
|
|
|
|||
Current assets
|
|
|
|
|
|
|
|
|
|||
Cash and cash equivalents
|
$
|
137,413
|
|
|
$
|
167,059
|
|
|
$
|
168,514
|
|
Trade accounts receivable, net
|
167,146
|
|
|
148,506
|
|
|
135,958
|
|
|||
Inventories
|
256,552
|
|
|
256,271
|
|
|
252,996
|
|
|||
Other current assets
|
22,423
|
|
|
13,744
|
|
|
26,473
|
|
|||
Total current assets
|
583,534
|
|
|
585,580
|
|
|
583,941
|
|
|||
|
|
|
|
|
|
||||||
Property, plant and equipment, net
|
276,114
|
|
|
250,465
|
|
|
273,020
|
|
|||
Goodwill
|
138,026
|
|
|
135,113
|
|
|
137,140
|
|
|||
Equity investment (see Note 9)
|
2,525
|
|
|
2,607
|
|
|
2,549
|
|
|||
Intangible assets, net
|
28,302
|
|
|
31,713
|
|
|
29,326
|
|
|||
Other noncurrent assets
|
11,841
|
|
|
12,722
|
|
|
11,547
|
|
|||
Total assets
|
$
|
1,040,342
|
|
|
$
|
1,018,200
|
|
|
$
|
1,037,523
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|||
Current liabilities
|
|
|
|
|
|
|
|
|
|||
Capital lease obligations - current portion
|
$
|
1,064
|
|
|
$
|
521
|
|
|
$
|
1,055
|
|
Trade accounts payable
|
42,098
|
|
|
38,219
|
|
|
31,536
|
|
|||
Accrued liabilities
|
84,997
|
|
|
67,183
|
|
|
84,204
|
|
|||
Income taxes payable
|
—
|
|
|
2,290
|
|
|
—
|
|
|||
Accrued profit sharing trust contributions
|
2,730
|
|
|
2,514
|
|
|
7,054
|
|
|||
Accrued cash profit sharing and commissions
|
9,102
|
|
|
9,256
|
|
|
9,416
|
|
|||
Accrued workers’ compensation
|
3,237
|
|
|
3,578
|
|
|
3,226
|
|
|||
Total current liabilities
|
143,228
|
|
|
123,561
|
|
|
136,491
|
|
|||
|
|
|
|
|
|
||||||
Capital lease obligations - net of current portion
|
2,425
|
|
|
1,610
|
|
|
2,607
|
|
|||
Deferred income tax and other long-term liabilities
|
15,627
|
|
|
6,076
|
|
|
13,647
|
|
|||
Total liabilities
|
161,280
|
|
|
131,247
|
|
|
152,745
|
|
|||
Commitments and contingencies (see Note 11)
|
|
|
|
|
|
|
|
|
|||
Stockholders’ equity
|
|
|
|
|
|
|
|
|
|||
Common stock, at par value
|
475
|
|
|
475
|
|
|
473
|
|
|||
Additional paid-in capital
|
269,004
|
|
|
259,167
|
|
|
260,157
|
|
|||
Retained Earnings
|
693,218
|
|
|
656,959
|
|
|
676,644
|
|
|||
Treasury stock
|
(74,999
|
)
|
|
—
|
|
|
(40,000
|
)
|
|||
Accumulated other comprehensive loss
|
(8,636
|
)
|
|
(29,648
|
)
|
|
(12,496
|
)
|
|||
Total stockholders’ equity
|
879,062
|
|
|
886,953
|
|
|
884,778
|
|
|||
Total liabilities and stockholders’ equity
|
$
|
1,040,342
|
|
|
$
|
1,018,200
|
|
|
$
|
1,037,523
|
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2018
|
|
2017
|
||||
Net sales
|
$
|
244,779
|
|
|
$
|
219,867
|
|
Cost of sales
|
136,253
|
|
|
119,711
|
|
||
Gross profit
|
108,526
|
|
|
100,156
|
|
||
Operating expenses:
|
|
|
|
||||
Research and development and other engineering
|
11,150
|
|
|
11,819
|
|
||
Selling
|
27,573
|
|
|
29,637
|
|
||
General and administrative
|
38,191
|
|
|
36,121
|
|
||
Net gain on disposal of assets
|
(1,184
|
)
|
|
(51
|
)
|
||
|
75,730
|
|
|
77,526
|
|
||
Income from operations
|
32,796
|
|
|
22,630
|
|
||
Loss in equity method investment, before tax
|
(24
|
)
|
|
(28
|
)
|
||
Interest expense, net
|
(90
|
)
|
|
(189
|
)
|
||
Gain on bargain purchase of a business
|
—
|
|
|
8,388
|
|
||
Income before taxes
|
32,682
|
|
|
30,801
|
|
||
Provision for income taxes
|
7,253
|
|
|
7,680
|
|
||
Net income
|
$
|
25,429
|
|
|
$
|
23,121
|
|
|
|
|
|
||||
Earnings per common share:
|
|
|
|
|
|
||
Basic
|
$
|
0.55
|
|
|
$
|
0.49
|
|
Diluted
|
$
|
0.54
|
|
|
$
|
0.48
|
|
|
|
|
|
||||
Number of shares outstanding
|
|
|
|
|
|
||
Basic
|
46,615
|
|
|
47,616
|
|
||
Diluted
|
47,009
|
|
|
47,906
|
|
||
|
|
|
|
||||
Cash dividends declared per common share
|
$
|
0.21
|
|
|
$
|
0.18
|
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2018
|
|
2017
|
||||
Net income
|
$
|
25,429
|
|
|
$
|
23,121
|
|
Other comprehensive income:
|
|
|
|
||||
Translation adjustment
|
3,860
|
|
|
3,322
|
|
||
Comprehensive income
|
$
|
29,289
|
|
|
$
|
26,443
|
|
|
|
|
|
|
Additional
|
|
|
|
Accumulated
Other
|
|
|
|
|
|||||||||||||
|
Common Stock
|
|
Paid-in
|
|
Retained
|
|
Comprehensive
|
|
Treasury
|
|
|
|||||||||||||||
|
Shares
|
|
Par Value
|
|
Capital
|
|
Earnings
|
|
Income (Loss)
|
|
Stock
|
|
Total
|
|||||||||||||
Balance at January 1, 2017
|
47,437
|
|
|
$
|
473
|
|
|
$
|
255,917
|
|
|
$
|
642,422
|
|
|
$
|
(32,970
|
)
|
|
$
|
—
|
|
|
$
|
865,842
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
23,121
|
|
|
—
|
|
|
—
|
|
|
23,121
|
|
||||||
Translation adjustment, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,322
|
|
|
—
|
|
|
3,322
|
|
||||||
Options exercised
|
11
|
|
|
—
|
|
|
314
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
314
|
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
7,650
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,650
|
|
||||||
Shares issued from release of Restricted Stock Units
|
197
|
|
|
2
|
|
|
(5,126
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,124
|
)
|
||||||
Cash dividends declared on common stock, $0.18 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,584
|
)
|
|
—
|
|
|
—
|
|
|
(8,584
|
)
|
||||||
Common stock issued at 44.26 per share for stock bonus
|
9
|
|
|
—
|
|
|
412
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
412
|
|
||||||
Balance at March 31, 2017
|
47,654
|
|
|
475
|
|
|
259,167
|
|
|
656,959
|
|
|
(29,648
|
)
|
|
—
|
|
|
886,953
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
69,496
|
|
|
—
|
|
|
|
|
|
69,496
|
|
||||||
Translation adjustment, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,096
|
|
|
—
|
|
|
18,096
|
|
||||||
Pension adjustment, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(944
|
)
|
|
—
|
|
|
(944
|
)
|
||||||
Options exercised
|
212
|
|
|
3
|
|
|
6,293
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,296
|
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
4,915
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,915
|
|
||||||
Shares issued from release of Restricted Stock Units
|
17
|
|
|
—
|
|
|
(218
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(218
|
)
|
||||||
Repurchase of common stock
|
(1,138
|
)
|
|
—
|
|
|
(10,000
|
)
|
|
—
|
|
|
—
|
|
|
(60,000
|
)
|
|
(70,000
|
)
|
||||||
Retirement of common stock
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(19,995
|
)
|
|
—
|
|
|
20,000
|
|
|
—
|
|
||||||
Cash dividends declared on common stock, $0.63 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
(29,816
|
)
|
|
—
|
|
|
—
|
|
|
(29,816
|
)
|
||||||
Balance at December 31, 2017
|
46,745
|
|
|
473
|
|
|
260,157
|
|
|
676,644
|
|
|
(12,496
|
)
|
|
(40,000
|
)
|
|
884,778
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
25,429
|
|
|
—
|
|
|
—
|
|
|
25,429
|
|
||||||
Translation adjustment, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,860
|
|
|
—
|
|
|
3,860
|
|
||||||
Options exercised
|
23
|
|
|
—
|
|
|
695
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
695
|
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
2,716
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,716
|
|
||||||
Adoption of ASC 606, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
792
|
|
|
—
|
|
|
—
|
|
|
792
|
|
||||||
Shares issued from release of Restricted Stock Units
|
163
|
|
|
2
|
|
|
(5,029
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,027
|
)
|
||||||
Repurchase of common stock
|
(620
|
)
|
|
—
|
|
|
10,000
|
|
|
—
|
|
|
—
|
|
|
(34,999
|
)
|
|
(24,999
|
)
|
||||||
Cash dividends declared on common stock, $0.21 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,647
|
)
|
|
—
|
|
|
—
|
|
|
(9,647
|
)
|
||||||
Common stock issued at $57.41 per share for stock bonus
|
8
|
|
|
—
|
|
|
465
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
465
|
|
||||||
Balance at March 31, 2018
|
46,319
|
|
|
$
|
475
|
|
|
$
|
269,004
|
|
|
$
|
693,218
|
|
|
$
|
(8,636
|
)
|
|
$
|
(74,999
|
)
|
|
$
|
879,062
|
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2018
|
|
2017
|
||||
Cash flows from operating activities
|
|
|
|
|
|
||
Net income
|
$
|
25,429
|
|
|
$
|
23,121
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||
Gain on sale of assets
|
(1,184
|
)
|
|
(51
|
)
|
||
Depreciation and amortization
|
9,688
|
|
|
8,363
|
|
||
Loss in equity method investment, before tax
|
24
|
|
|
28
|
|
||
Gain on bargain purchase of a business
|
—
|
|
|
(8,388
|
)
|
||
Deferred income taxes
|
1,448
|
|
|
1,163
|
|
||
Noncash compensation related to stock plans
|
3,116
|
|
|
7,976
|
|
||
Provision of doubtful accounts
|
222
|
|
|
13
|
|
||
|
|
|
|
||||
Changes in operating assets and liabilities, net of acquisitions:
|
|
|
|
|
|
||
Trade accounts receivable
|
(30,764
|
)
|
|
(30,254
|
)
|
||
Inventories
|
(3,071
|
)
|
|
(9,796
|
)
|
||
Trade accounts payable
|
11,451
|
|
|
3,209
|
|
||
Income taxes payable
|
721
|
|
|
3,681
|
|
||
Accrued profit sharing trust contributions
|
(4,326
|
)
|
|
(4,036
|
)
|
||
Accrued cash profit sharing and commissions
|
(346
|
)
|
|
(1,287
|
)
|
||
Other current assets
|
1,923
|
|
|
(695
|
)
|
||
Accrued liabilities
|
(983
|
)
|
|
(845
|
)
|
||
Long-term liabilities
|
3,763
|
|
|
87
|
|
||
Accrued workers’ compensation
|
12
|
|
|
9
|
|
||
Other noncurrent assets
|
(5
|
)
|
|
210
|
|
||
Net cash provided by (used in) operating activities
|
17,118
|
|
|
(7,492
|
)
|
||
Cash flows from investing activities
|
|
|
|
|
|
||
Capital expenditures
|
(10,935
|
)
|
|
(13,629
|
)
|
||
Asset acquisitions, net of cash acquired
|
—
|
|
|
(26,289
|
)
|
||
Proceeds from sale of property and equipment
|
1,239
|
|
|
53
|
|
||
Net cash used in investing activities
|
(9,696
|
)
|
|
(39,865
|
)
|
||
Cash flows from financing activities
|
|
|
|
|
|
||
Deferred and contingent consideration paid for asset acquisitions
|
—
|
|
|
(65
|
)
|
||
Repurchase of common stock
|
(24,999
|
)
|
|
—
|
|
||
Repayment of long-term borrowings and capital leases
|
(174
|
)
|
|
—
|
|
||
Issuance of common stock
|
695
|
|
|
314
|
|
||
Dividends paid
|
(9,818
|
)
|
|
(8,538
|
)
|
||
Cash paid on behalf of employees for shares withheld
|
(5,027
|
)
|
|
(5,124
|
)
|
||
Net cash used in financing activities
|
(39,323
|
)
|
|
(13,413
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
800
|
|
|
1,292
|
|
||
Net decrease in cash and cash equivalents
|
(31,101
|
)
|
|
(59,478
|
)
|
||
Cash and cash equivalents at beginning of period
|
168,514
|
|
|
226,537
|
|
||
Cash and cash equivalents at end of period
|
$
|
137,413
|
|
|
$
|
167,059
|
|
Noncash activity during the period
|
|
|
|
|
|
||
Noncash capital expenditures
|
$
|
1,567
|
|
|
$
|
4,817
|
|
Capital lease obligations
|
—
|
|
|
2,131
|
|
||
Dividends declared but not paid
|
10,190
|
|
|
8,578
|
|
||
Contingent consideration for acquisition
|
—
|
|
|
1,139
|
|
||
Issuance of Company’s common stock for compensation
|
465
|
|
|
412
|
|
|
Three Months Ended
March 31, |
||||||
(in thousands, except per share amounts)
|
2018
|
|
2017
|
||||
Net income available to common stockholders
|
$
|
25,429
|
|
|
$
|
23,121
|
|
Basic weighted-average shares outstanding
|
46,615
|
|
|
47,616
|
|
||
Dilutive effect of potential common stock equivalents — stock options and restricted stock units
|
394
|
|
|
290
|
|
||
Diluted weighted-average shares outstanding
|
47,009
|
|
|
47,906
|
|
||
Earnings per common share:
|
|
|
|
|
|
||
Basic
|
$
|
0.55
|
|
|
$
|
0.49
|
|
Diluted
|
$
|
0.54
|
|
|
$
|
0.48
|
|
|
At March 31,
|
|
At December 31,
|
||||||||
(in thousands)
|
2018
|
|
2017
|
|
2017
|
||||||
Money market funds
|
$
|
5,437
|
|
|
$
|
3,545
|
|
|
$
|
5,293
|
|
(In thousands)
|
|
|||
Assets
*
|
|
|||
|
Cash and cash equivalents
|
$
|
3,956
|
|
|
Accounts receivable
|
4,914
|
|
|
|
Inventory
|
13,591
|
|
|
|
Other current assets
|
760
|
|
|
|
Property, plant, equipment and noncurrent assets
|
3,929
|
|
|
|
|
27,150
|
|
|
Liabilities
|
|
|||
|
Accounts payable
|
4,500
|
|
|
|
Other current liabilities
|
6,146
|
|
|
|
|
10,646
|
|
|
|
|
|
||
Total net assets
|
16,504
|
|
||
|
Gain (adjustment) on bargain purchase of a business
|
(6,336
|
)
|
|
|
Total purchase price
|
$
|
10,168
|
|
*
|
Intangible assets acquired were determined to have little to no value, thus were not recognized
.
|
|
Three Months Ended March 31,
|
||||||
(in thousands, except percentages)
|
2018
|
|
2017
|
||||
Effective tax rate
|
22.2
|
%
|
|
24.9
|
%
|
||
Provision for income taxes
|
$
|
7,253
|
|
|
$
|
7,680
|
|
|
At March 31,
|
|
At December 31,
|
||||||||
(in thousands)
|
2018
|
|
2017
|
|
2017
|
||||||
Trade accounts receivable
|
$
|
169,552
|
|
|
$
|
153,542
|
|
|
$
|
139,910
|
|
Allowance for doubtful accounts
|
(1,217
|
)
|
|
(1,284
|
)
|
|
(996
|
)
|
|||
Allowance for sales discounts and returns
|
(1,189
|
)
|
|
(3,752
|
)
|
|
(2,956
|
)
|
|||
|
$
|
167,146
|
|
|
$
|
148,506
|
|
|
$
|
135,958
|
|
|
At March 31,
|
|
At December 31,
|
||||||||
(in thousands)
|
2018
|
|
2017
|
|
2017
|
||||||
Raw materials
|
$
|
87,363
|
|
|
$
|
90,545
|
|
|
$
|
91,022
|
|
In-process products
|
28,406
|
|
|
26,010
|
|
|
26,849
|
|
|||
Finished products
|
140,783
|
|
|
139,716
|
|
|
135,125
|
|
|||
|
$
|
256,552
|
|
|
$
|
256,271
|
|
|
$
|
252,996
|
|
|
At March 31,
|
|
At December 31,
|
||||||||
(in thousands)
|
2018
|
|
2017
|
|
2017
|
||||||
Land
|
$
|
33,234
|
|
|
$
|
32,370
|
|
|
$
|
33,087
|
|
Buildings and site improvements
|
214,074
|
|
|
186,974
|
|
|
212,817
|
|
|||
Leasehold improvements
|
4,767
|
|
|
5,515
|
|
|
4,684
|
|
|||
Machinery, equipment, and software
|
318,201
|
|
|
254,405
|
|
|
300,334
|
|
|||
|
570,276
|
|
|
479,264
|
|
|
550,922
|
|
|||
Less accumulated depreciation and amortization
|
(309,198
|
)
|
|
(279,607
|
)
|
|
(299,907
|
)
|
|||
|
261,078
|
|
|
199,657
|
|
|
251,015
|
|
|||
Capital projects in progress
|
15,036
|
|
|
50,808
|
|
|
22,005
|
|
|||
|
$
|
276,114
|
|
|
$
|
250,465
|
|
|
$
|
273,020
|
|
|
At March 31,
|
|
At December 31,
|
||||||||
(in thousands)
|
2018
|
|
2017
|
|
2017
|
||||||
North America
|
$
|
95,677
|
|
|
$
|
95,574
|
|
|
$
|
95,755
|
|
Europe
|
40,883
|
|
|
38,080
|
|
|
39,896
|
|
|||
Asia/Pacific
|
1,466
|
|
|
1,459
|
|
|
1,489
|
|
|||
Total
|
$
|
138,026
|
|
|
$
|
135,113
|
|
|
$
|
137,140
|
|
|
At March 31, 2018
|
||||||||||
|
Gross
|
|
|
|
Net
|
||||||
|
Carrying
|
|
Accumulated
|
|
Carrying
|
||||||
(in thousands)
|
Amount
|
|
Amortization
|
|
Amount
|
||||||
North America
|
$
|
30,715
|
|
|
$
|
(14,472
|
)
|
|
$
|
16,243
|
|
Europe
|
24,112
|
|
|
(12,053
|
)
|
|
12,059
|
|
|||
Total
|
$
|
54,827
|
|
|
$
|
(26,525
|
)
|
|
$
|
28,302
|
|
|
At March 31, 2017
|
||||||||||
|
Gross
|
|
|
|
Net
|
||||||
(in thousands)
|
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Carrying
Amount
|
||||||
North America
|
$
|
33,862
|
|
|
$
|
(14,815
|
)
|
|
$
|
19,047
|
|
Europe
|
28,110
|
|
|
(15,444
|
)
|
|
12,666
|
|
|||
Total
|
$
|
61,972
|
|
|
$
|
(30,259
|
)
|
|
$
|
31,713
|
|
|
At December 31, 2017
|
||||||||||
|
Gross
|
|
|
|
Net
|
||||||
(in thousands)
|
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Carrying
Amount
|
||||||
North America
|
$
|
30,775
|
|
|
$
|
(13,732
|
)
|
|
$
|
17,043
|
|
Europe
|
23,762
|
|
|
(11,479
|
)
|
|
12,283
|
|
|||
Total
|
$
|
54,537
|
|
|
$
|
(25,211
|
)
|
|
$
|
29,326
|
|
|
|
|
Intangible
|
||||
(in thousands)
|
Goodwill
|
|
Assets
|
||||
Balance at December 31, 2017
|
$
|
137,140
|
|
|
$
|
29,326
|
|
Amortization
|
—
|
|
|
(1,314
|
)
|
||
Foreign exchange
|
886
|
|
|
290
|
|
||
Balance at March 31, 2018
|
$
|
138,026
|
|
|
$
|
28,302
|
|
|
Three Months Ended March 31,
|
||||||
(in thousands)
|
2018
|
|
2017
|
||||
Net Sales
|
|
|
|
|
|
||
North America
|
$
|
206,212
|
|
|
$
|
183,772
|
|
Europe
|
36,293
|
|
|
34,381
|
|
||
Asia/Pacific
|
2,274
|
|
|
1,714
|
|
||
Total
|
$
|
244,779
|
|
|
$
|
219,867
|
|
Sales to Other Segments*
|
|
|
|
|
|
||
North America
|
$
|
628
|
|
|
$
|
850
|
|
Europe
|
349
|
|
|
147
|
|
||
Asia/Pacific
|
6,524
|
|
|
4,949
|
|
||
Total
|
$
|
7,501
|
|
|
$
|
5,946
|
|
Income (Loss) from Operations
|
|
|
|
|
|
||
North America
|
$
|
35,968
|
|
|
$
|
26,767
|
|
Europe
|
(1,647
|
)
|
|
(1,835
|
)
|
||
Asia/Pacific
|
151
|
|
|
(195
|
)
|
||
Administrative and all other
|
(1,676
|
)
|
|
(2,107
|
)
|
||
Total
|
$
|
32,796
|
|
|
$
|
22,630
|
|
|
|
|
|
|
At
|
||||||
|
At March 31,
|
|
December 31,
|
||||||||
(in thousands)
|
2018
|
|
2017
|
|
2017
|
||||||
Total Assets
|
|
|
|
|
|
|
|
|
|||
North America
|
$
|
982,149
|
|
|
$
|
877,408
|
|
|
$
|
953,033
|
|
Europe
|
213,259
|
|
|
187,614
|
|
|
208,640
|
|
|||
Asia/Pacific
|
28,461
|
|
|
25,944
|
|
|
26,820
|
|
|||
Administrative and all other
|
(183,527
|
)
|
|
(72,766
|
)
|
|
(150,970
|
)
|
|||
Total
|
$
|
1,040,342
|
|
|
$
|
1,018,200
|
|
|
$
|
1,037,523
|
|
|
Three Months Ended March 31,
|
||||||
(in thousands)
|
2018
|
|
2017
|
||||
|
|
|
|
||||
Wood construction products
|
$
|
212,547
|
|
|
$
|
190,877
|
|
Concrete construction products
|
32,156
|
|
|
28,817
|
|
||
Other
|
76
|
|
|
173
|
|
||
Total
|
$
|
244,779
|
|
|
$
|
219,867
|
|
•
|
First, a continued focus on organic growth with a goal to achieve a net sales compound annual growth rate of approximately 8% (from $860.7 million reported in fiscal 2016) through fiscal 2020.
|
•
|
Second, rationalizing our cost structure to improve company-wide profitability by reducing total operating expenses, as a percentage of net sales from 31.8% in fiscal 2016 to a range of 26.0% to 27.0% by fiscal 2020. We expect to achieve this initiative, aside from top-line growth, through cost reduction measures in Europe and our concrete product line, zero-based budgeting for certain expense categories and a commitment to remaining headcount neutral (except in the production and sales departments to meet demands from sales growth). Offsetting these reductions will be the Company’s ongoing investment in its software initiatives as well as the expenses associated with our ongoing SAP implementation.
|
•
|
Third, improving our working capital management and overall balance sheet discipline primarily through the reduction of inventory levels by aggressively eliminating 25 to 30% of the Company’s product SKUs as well as implementing Lean principles in many factories. With these efforts, we believe we could achieve an additional 30% reduction of our raw materials and finished goods inventory through 2020 without impacting day-to-day production and shipping procedures.
|
|
(1)
|
|
When referred to above, the Company’s return on invested capital (“ROIC”) for a fiscal year is calculated based on (i) the net income of that year as presented in the Company’s consolidated statements of operations prepared pursuant to generally accepted accounting principles in the U.S. (“GAAP”), as divided by (ii) the average of the sum of the total stockholders’ equity and the total long-term liabilities at the beginning of and at the end of such year, as presented in the Company’s consolidated balance sheets prepared pursuant to GAAP for that applicable year. As such, the Company’s ROIC, a ratio or statistical measure, is calculated using exclusively financial measures presented in accordance with GAAP.
|
•
|
The Company currently believes, due to uncertainty related to steel tariffs, the market price for steel will likely continue to increase during the second quarter of 2018.
|
•
|
The Company estimates that its full-year 2018 gross profit margin will be between approximately 45% and 46%
|
•
|
The Company estimates that its full-year 2018 effective tax rate will be between approximately 26% to 27%, including both federal and state income tax rates. The ultimate impact of the Tax Cuts and Jobs Act signed into law in 2017 and the Company's 2018 effective tax rate may differ materially from the Company’s estimates due to changes in the interpretations and assumptions made by the Company as well as additional regulatory guidance that may be issued and actions the Company may take as a result of the Tax Cuts and Jobs Act, such as cash repatriation to the United States, if
|
|
Three Months Ended
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
||||||||||||
|
|
Increase (Decrease) in Operating Segment
|
|
||||||||||||||||||||
|
March 31,
|
|
North
|
|
|
|
Asia/
|
|
Admin &
|
|
March 31,
|
||||||||||||
(in thousands)
|
2017
|
|
America
|
|
Europe
|
|
Pacific
|
|
All Other
|
|
2018
|
||||||||||||
Net sales
|
$
|
219,867
|
|
|
$
|
22,440
|
|
|
$
|
1,912
|
|
|
$
|
560
|
|
|
$
|
—
|
|
|
$
|
244,779
|
|
Cost of sales
|
119,711
|
|
|
14,692
|
|
|
1,400
|
|
|
502
|
|
|
(52
|
)
|
|
136,253
|
|
||||||
Gross profit
|
100,156
|
|
|
7,748
|
|
|
512
|
|
|
58
|
|
|
52
|
|
|
108,526
|
|
||||||
Research and development and other engineering expense
|
11,819
|
|
|
(652
|
)
|
|
(171
|
)
|
|
154
|
|
|
—
|
|
|
11,150
|
|
||||||
Selling expense
|
29,637
|
|
|
(1,805
|
)
|
|
(372
|
)
|
|
113
|
|
|
—
|
|
|
27,573
|
|
||||||
General and administrative expense
|
36,121
|
|
|
2,164
|
|
|
865
|
|
|
(579
|
)
|
|
(380
|
)
|
|
38,191
|
|
||||||
Gain on sale of assets
|
(51
|
)
|
|
(1,159
|
)
|
|
2
|
|
|
24
|
|
|
—
|
|
|
(1,184
|
)
|
||||||
Income from operations
|
22,630
|
|
|
9,200
|
|
|
188
|
|
|
346
|
|
|
432
|
|
|
32,796
|
|
||||||
Loss in equity method investment, before tax
|
(28
|
)
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
||||||
Interest expense, net
|
(189
|
)
|
|
(88
|
)
|
|
39
|
|
|
(7
|
)
|
|
155
|
|
|
(90
|
)
|
||||||
Gain on bargain purchase of a business
|
8,388
|
|
|
—
|
|
|
(8,388
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Income before income taxes
|
30,801
|
|
|
9,116
|
|
|
(8,161
|
)
|
|
339
|
|
|
587
|
|
|
32,682
|
|
||||||
Provision for income taxes
|
7,680
|
|
|
(2,131
|
)
|
|
(334
|
)
|
|
87
|
|
|
1,951
|
|
|
7,253
|
|
||||||
Net income
|
$
|
23,121
|
|
|
$
|
11,247
|
|
|
$
|
(7,827
|
)
|
|
$
|
252
|
|
|
$
|
(1,364
|
)
|
|
$
|
25,429
|
|
|
North
|
|
|
|
Asia/
|
|
|
||||||||
(in thousands)
|
America
|
|
Europe
|
|
Pacific
|
|
Total
|
||||||||
Three months ended
|
|
|
|
|
|
|
|
|
|
|
|
||||
March 31, 2017
|
$
|
183,772
|
|
|
$
|
34,381
|
|
|
$
|
1,714
|
|
|
$
|
219,867
|
|
March 31, 2018
|
206,212
|
|
|
36,293
|
|
|
2,274
|
|
|
244,779
|
|
||||
Increase
|
$
|
22,440
|
|
|
$
|
1,912
|
|
|
$
|
560
|
|
|
$
|
24,912
|
|
Percentage increase
|
12
|
%
|
|
6
|
%
|
|
33
|
%
|
|
11
|
%
|
|
North
America
|
|
Europe
|
|
Asia/
Pacific
|
|
Total
|
||||
Percentage of total 2017 net sales
|
84
|
%
|
|
16
|
%
|
|
—
|
%
|
|
100
|
%
|
Percentage of total 2018 net sales
|
84
|
%
|
|
15
|
%
|
|
1
|
%
|
|
100
|
%
|
|
North
|
|
|
|
Asia/
|
|
Admin &
|
|
|
||||||||||
(in thousands)
|
America
|
|
Europe
|
|
Pacific
|
|
All Other
|
|
Total
|
||||||||||
Three months ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
March 31, 2017
|
$
|
88,990
|
|
|
$
|
11,056
|
|
|
$
|
129
|
|
|
$
|
(19
|
)
|
|
$
|
100,156
|
|
March 31, 2018
|
96,738
|
|
|
11,568
|
|
|
187
|
|
|
33
|
|
|
108,526
|
|
|||||
Increase
|
$
|
7,748
|
|
|
$
|
512
|
|
|
$
|
58
|
|
|
$
|
52
|
|
|
$
|
8,370
|
|
Percentage increase
|
9
|
%
|
|
5
|
%
|
|
*
|
|
|
*
|
|
|
8
|
%
|
(in thousand)
|
North
America
|
|
Europe
|
|
Asia/
Pacific
|
|
Admin &
All Other
|
|
Total
|
||||
2017 gross profit percentage
|
48.4
|
%
|
|
32.2
|
%
|
|
7.5
|
%
|
|
*
|
|
45.6
|
%
|
2018 gross profit percentage
|
46.9
|
%
|
|
31.9
|
%
|
|
8.2
|
%
|
|
*
|
|
44.3
|
%
|
•
|
Net sales increased
12%
primarily due to increases in sales volume on milder weather conditions as well as average net sales unit prices. Canada's net sales increased for the quarter primarily due to increased sales volumes. Canada's net sales were positively affected by foreign currency translation.
|
•
|
Gross profit as a percentage of net sales decreased to
47%
from
48%
primarily due to increased material and shipping expenses, which was partly offset by decreased factory and tooling costs.
|
•
|
Research and development and engineering expense decreased $0.7 million, primarily due to decreases of $0.3 million in stock-based compensation and $0.2 million in professional fees.
|
•
|
Selling expense decreased $1.8 million, primarily due to decreases of $1.1 million in stock based compensation expense, $0.8 million in advertising expenses and $0.3 million in professional fees, which was partly offset by increases of $0.2 million in personnel costs, mostly related to pay rate increases instituted on January 1, 2018, and $0.2 million in cash profit sharing and commission expense, mostly related to increased net sales.
|
•
|
General and administrative expense increased $2.2 million, primarily due to increases of $2.1 million in professional fees, $1.4 million in depreciation expense, and $0.7 million in software, data processing and hosting expenses, which was partly offset by decreases of $2.0 million in stock-based compensation, $0.5 million in cash profit sharing expense and $0.3 million in amortization expense. Included in general and administrative expense are costs associated with the SAP implementation of $2.5 million, an increase of $2.4 million over the prior year quarter. These expenses were primarily professional fees.
|
•
|
Gain on sale of assets -
In 2016, an eminent domain claim was exercised on land owned by the Company and included an offer for the taking of the land. The Company challenged the offer, which resulted in the Company receiving an additional $1.0 million in the first quarter of 2018 for the taking of the land, which occurred in 2016.
|
•
|
Income from operations increased $9.2 million mostly due to increased gross profits and decreased operating expenses.
|
•
|
Net sales increased
6%
, primarily due to approximately $4.2 million in foreign currency translations primarily related to the strengthening of all European currencies against the United States dollar as well as increases in average net sales unit prices. Net sales were partly offset by reduced sales volume due to the 2017 divesture of Gbo Fastening Systems' Poland and Romania subsidiaries (acquired January 2017), which contributed $3.0 million in net sales for the first quarter of 2017.
|
•
|
Gross profit margin was
32%
, which is in line with the first quarter of 2017.
|
•
|
Selling expense decreased $0.4 million primarily due to a decrease of $0.4 million in personnel costs mostly due to headcount reductions.
|
•
|
General and administrative expense increased $0.9 million, primarily due to increases of $0.9 million in personnel costs and $0.3 million in professional fees, partly offset by a decrease of $0.3 million in insurance expense. Included in general and administrative expense are costs associated with the SAP implementation of $0.7 million, an increase of $0.5 million over the prior year quarter. These expenses were primarily professional fees.
|
•
|
Loss from operations decreased $0.2 million mostly due to increased gross profit, partially offset by higher operating expenses.
|
•
|
For information about the Company's Asia/Pacific segment, please refer to the table above setting forth changes in our operating results for the three months ended
March 31,
2018 and 2017.
|
•
|
General and administrative expenses decreased primarily due to a decrease of $0.3 million in stock-based compensation.
|
|
|
At March 31,
|
|
At December 31,
|
|
At March 31,
|
||||||
(in thousands)
|
|
2018
|
|
2017
|
|
2017
|
||||||
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
$
|
137,413
|
|
|
$
|
168,514
|
|
|
$
|
167,059
|
|
Property, plant and equipment, net
|
|
276,114
|
|
|
273,020
|
|
|
250,465
|
|
|||
Goodwill, intangible assets and equity investment
|
|
168,853
|
|
|
169,015
|
|
|
169,433
|
|
|||
Working capital
|
|
440,306
|
|
|
447,450
|
|
|
462,019
|
|
|
|
Three Months Ended March 31,
|
||||||
(in thousands)
|
|
2018
|
|
2017
|
||||
Net cash provided by (used in):
|
|
|
|
|
||||
Operating activities
|
|
$
|
17,118
|
|
|
$
|
(7,492
|
)
|
Investing activities
|
|
(9,696
|
)
|
|
(39,865
|
)
|
||
Financing activities
|
|
(39,323
|
)
|
|
(13,413
|
)
|
•
|
In January 2017, we acquired Gbo Fastening Systems for approximately $10.2 million and CG Visions for approximately $20.8 million subject to specified holdback provisions and post-closing adjustments. The Company sold for $9.5 million (net of delivered cash of $0.8 million) Gbo Fastening Systems' Poland and Gbo Fastening Systems' Romania subsidiaries on September 29, 2017 and October 31, 2017, respectively. The Company retains Gbo Fastening Systems' operations in Sweden and Norway.
|
•
|
In December 2016, we acquired a 25.0% equity interest in Ruby Sketch Pty Ltd. (“Ruby Sketch”) for $2.5 million, for which we account for our ownership interest using the equity accounting method. See "Note 9 — Equity Investment" to the accompanying unaudited interim condensed consolidated financial statements.
|
•
|
Our capital spending in 2017 was $58.0 million and was primarily used for the real estate improvements, machinery and equipment purchases and software in development. Our capital spending in the first
three
months ended
March 31, 2018
was
$10.9 million
and primarily for machinery, equipment and software, including $1.4 million of capitalized costs related to the ERP project. Based on current information and subject to future events and circumstances, we estimate that our full-year
2018
capital spending will be approximately $30 million to $32 million, which includes purchase of manufacturing equipment and development and licensing of software, assuming all such projects will be completed by the end of 2018. Based on current information and subject to future events and circumstances, we estimate that our full-year 2018 depreciation and amortization expense to be approximately $39 million to $40 million, of which approximately $34 million to $35 million is related to depreciation.
|
•
|
On
April 24, 2018
, the Board declared a cash dividend of
$0.22
per share, estimated to be
$10.2 million
in total. Such dividend is scheduled to be paid on
July 26, 2018
, to stockholders of record on
July 5, 2018
.
|
•
|
In February 2016, the Board authorized the Company to repurchase up to $50.0 million of the Company’s common stock in 2016. In August 2016, the Board increased and extended the $50.0 million repurchase authorization from February 2016 by authorizing the Company to repurchase up to $125.0 million of the Company's common stock through December 2017. In August 2017, the Board increased its previous $125.0 million share repurchase authorization by $150.0 million to $275.0 million and extended the authorization from December 2017 to December 2018.
|
•
|
In August 2016, the Company entered into a Supplemental Confirmation with Wells Fargo for a $50.0 million accelerated share repurchase program (the “2016 August ASR Program”), which was completed in 2016. In June 2017, the Company entered into another Supplemental Confirmation for a $20.0 million accelerated share repurchase program with Wells Fargo (the “2017 June ASR Program”), which was completed in 2017. In December 2017, the Company entered into a Supplemental Confirmation for a $50 million accelerated share repurchase program with Wells Fargo (the "2017 December ASR Program"). During February 2018, the Company received 182,171 shares of the Company's common stock pursuant to the 2017 December ASR Program, which constituted the final delivery thereunder. In total, the Company received 859,671 shares of the Company's common stock under the 2017 December ASR Program at an average price of $58.17 per share.
|
•
|
In addition to the final delivery of the 2017 December ASR Program, during the first quarter of 2018, the Company also repurchased in the open market 437,500 shares of its common stock at an average price of $57.14 per share, for a total of $25.0 million
|
(in thousands)
|
Dividends Paid
|
|
Open Market Share Repurchases
|
|
Accelerated Share Repurchases
|
|
Total
|
||||||||
January 1 - March 31, 2018
|
$
|
9,818
|
|
|
$
|
24,999
|
|
|
$
|
—
|
|
|
$
|
34,817
|
|
January 1 - December 31, 2017
|
36,981
|
|
|
—
|
|
|
70,000
|
|
|
106,981
|
|
||||
January 1 - December 31, 2016
|
32,711
|
|
|
3,502
|
|
|
50,000
|
|
|
86,213
|
|
||||
January 1 - December 31, 2015
|
29,352
|
|
|
22,144
|
|
|
25,000
|
|
|
76,496
|
|
||||
Total
|
$
|
108,862
|
|
|
$
|
50,645
|
|
|
$
|
145,000
|
|
|
$
|
304,507
|
|
|
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
||||
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Approximate Dollar Value of Shares that May Yet Be Purchased under the Plans or Programs
[1]
|
||||
January 1 - January 31, 2018
|
|
—
|
|
|
N/A
|
|
|
|
|
$161.5 million
|
||
February 1 - February 28, 2018
|
|
353,171
|
|
|
$
|
56.34
|
|
|
353,171
|
|
|
$141.6 million
|
March 1 - March 31, 2018
|
|
266,500
|
|
|
$
|
56.66
|
|
|
266,500
|
|
|
$126.5 million
|
Total
|
|
619,671
|
|
|
|
|
|
|
|
3.1
|
3.2
|
4.1
|
31.1
|
31.2
|
32
|
101
|
The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended
March 31, 2018
formatted in Extensible Business Reporting Language (XBRL) are filed herewith: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Statements of Stockholders’ Equity, (v) the Condensed Consolidated Statements of Cash Flows and (vi) the Notes to Condensed Consolidated Financial Statements.
|
|
|
Simpson Manufacturing Co., Inc.
|
||
|
|
(Registrant)
|
||
|
|
|
||
|
|
|
||
DATE:
|
May 8, 2018
|
|
|
By /s/Brian J. Magstadt
|
|
|
Brian J. Magstadt
|
||
|
|
Chief Financial Officer
|
||
|
|
(principal accounting and financial officer)
|
||
|
|
|
|
|
ARTICLE I
|
|
|
By
|
/s/ Stephen B. Lamson
|
|
|
|
|
Name:
|
Stephen B. Lamson
|
|
Name
|
|
State of Incorporation
|
|
|
|
|
|
Simpson Manufacturing Co., Inc.
|
|
California
|
|
|
|
|
|
Simpson Manufacturing Co., Inc.
|
|
Delaware
|
|
SIMPSON MANUFACTURING CO., INC.
|
||
|
|
||
|
|
/s/ Stephen B. Lamson
|
|
|
|
Stephen B. Lamson
|
|
|
|
Chief Financial Officer
|
|
|
|
Secretary and Treasurer
|
|
/s/ Stephen B. Lamson
|
Stephen B. Lamson
|
Chief Financial Officer
|
Secretary and Treasurer
|
/s/ Michael J. Herbert
|
Michael J. Herbert
|
Chief Financial Officer and Secretary
|
/s/ Michael J. Herbert
|
Michael J. Herbert
|
Chief Financial Officer and Secretary
|
/s/ Michael J. Herbert
|
Michael J. Herbert
|
Chief Financial Officer and Secretary
|
|
SIMPSON MANUFACTURING CO., INC.
|
|
|
|
|
|
By:
|
/s/ Brian J. Magstadt
|
|
|
Brian J. Magstadt
|
|
|
Chief Financial Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Simpson Manufacturing Co., Inc.;
|
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(s) 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(s) 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:
|
May 8, 2018
|
|
|
By /s/Karen Colonias
|
|
|
Karen Colonias
|
||
|
|
Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Simpson Manufacturing Co., Inc.;
|
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(s) 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(s) 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:
|
May 8, 2018
|
|
|
By /s/Brian J. Magstadt
|
|
|
Brian J. Magstadt
|
||
|
|
Chief Financial Officer
|
DATE:
|
May 8, 2018
|
|
|
By /s/Karen Colonias
|
|
|
Karen Colonias
|
||
|
|
Chief Executive Officer
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By /s/Brian J. Magstadt
|
|
|
|
|
Brian J. Magstadt
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
|