Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Oct. 01, 2017 | Nov. 08, 2017 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Sparton Corp. | |
Entity Central Index Key | 92,679 | |
Current Fiscal Year End Date | --07-01 | |
Entity Filer Category | Accelerated Filer | |
Document Type | 10-Q/A | |
Document Period End Date | Oct. 1, 2017 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | true | |
Entity Common Stock, Shares Outstanding | 9,834,723 | |
Amendment Description | Restatement of Inventory and Cost of Goods Solda amounts due error in implementation of Enterprise Resource Planning (ERP) system. |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Oct. 01, 2017 | Jul. 02, 2017 |
Current Assets: | ||
Cash and cash equivalents | $ 319 | $ 988 |
Accounts receivable, net of allowance for doubtful accounts of $417 and $429, respectively | 53,933 | 45,347 |
Inventories and cost of contracts in progress, net | 69,982 | 60,248 |
Prepaid expenses and other current assets | 4,443 | 3,851 |
Total current assets | 128,677 | 110,434 |
Property, plant and equipment, net | 33,374 | 34,455 |
Goodwill | 12,663 | 12,663 |
Other intangible assets, net | 26,522 | 28,445 |
Deferred income taxes | 24,874 | 24,893 |
Other non-current assets | 5,670 | 6,253 |
Total assets | 231,780 | 217,143 |
Current Liabilities: | ||
Accounts payable | 30,278 | 27,672 |
Accrued salaries | 7,699 | 11,453 |
Accrued health benefits | 1,103 | 1,150 |
Performance based payments on customer contracts | 0 | 1,749 |
Current portion of capital lease obligations | 269 | 269 |
Other accrued expenses | 8,428 | 11,959 |
Total current liabilities | 47,777 | 54,252 |
Credit facility | 97,600 | 74,500 |
Capital lease obligations, less current portion | 100 | 167 |
Environmental remediation | 5,322 | 5,468 |
Pension liability | 851 | 888 |
Total liabilities | 151,650 | 135,275 |
Commitments and contingencies | ||
Shareholders’ Equity: | ||
Preferred stock, no par value; 200,000 shares authorized, none issued | 0 | 0 |
Common stock, $1.25 par value; 15,000,000 shares authorized, 9,834,723 and 9,860,635 shares issued and outstanding, respectively | 12,293 | 12,326 |
Capital in excess of par value | 18,095 | 17,851 |
Retained earnings | 50,983 | 52,967 |
Accumulated other comprehensive loss | (1,241) | (1,276) |
Total shareholders’ equity | 80,130 | 81,868 |
Total liabilities and shareholders’ equity | $ 231,780 | $ 217,143 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Oct. 01, 2017 | Jul. 02, 2017 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 417 | $ 429 |
Preferred stock, shares authorized | 200,000 | 200,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value (usd per share) | $ 1.25 | $ 1.25 |
Common stock, shares authorized | 15,000,000 | 15,000,000 |
Common stock, shares issued | 9,834,723 | 9,860,635 |
Common stock, shares outstanding | 9,834,723 | 9,860,635 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Oct. 01, 2017 | Oct. 02, 2016 | |
Income Statement [Abstract] | ||
Net sales | $ 82,763 | $ 100,367 |
Cost of goods sold | 66,839 | 83,082 |
Gross profit | 15,924 | 17,285 |
Operating Expense: | ||
Selling and administrative expenses | 15,205 | 13,383 |
Internal research and development expenses | 572 | 351 |
Amortization of intangible assets | 1,923 | 2,219 |
Total operating expense | 17,700 | 15,953 |
Operating income (loss) | (1,776) | 1,332 |
Other income (expense) | ||
Interest expense, net | (1,266) | (1,185) |
Other, net | (10) | 20 |
Total other expense, net | (1,276) | (1,165) |
Income (loss) before income taxes | (3,052) | 167 |
Income taxes | (1,068) | 59 |
Net income (loss) | $ (1,984) | $ 108 |
Income (loss) per share of common stock: | ||
Basic (in dollars per share) | $ (0.20) | $ 0.01 |
Diluted (in dollars per share) | $ (0.20) | $ 0.01 |
Weighted average shares of common stock outstanding: | ||
Basic (in shares) | 9,856,649 | 9,792,818 |
Diluted (in shares) | 9,856,649 | 9,792,818 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Oct. 01, 2017 | Oct. 02, 2016 | |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $ (1,984) | $ 108 |
Other comprehensive income, net: | ||
Pension amortization of unrecognized net actuarial loss, net of tax | 35 | 35 |
Other comprehensive income, net | 35 | 35 |
Comprehensive income (loss) | $ (1,949) | $ 143 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Oct. 01, 2017 | Oct. 02, 2016 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ (1,984) | $ 108 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation | 1,536 | 1,500 |
Amortization of intangible assets | 1,923 | 2,219 |
Deferred income taxes | 19 | 19 |
Stock-based compensation expense | 211 | 309 |
Amortization of deferred financing costs | 212 | 124 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (8,586) | (1,447) |
Inventories and cost of contracts in progress | (9,734) | 10,100 |
Prepaid expenses and other assets | (204) | 202 |
Performance based payments on customer contracts | (1,749) | 280 |
Accounts payable and accrued expenses | (4,873) | (10,202) |
Net cash provided by (used in) operating activities | (23,229) | 3,212 |
Cash Flows from Investing Activities: | ||
Purchases of property, plant and equipment | (455) | (1,119) |
Net cash used in investing activity | (455) | (1,119) |
Cash Flows from Financing Activities: | ||
Borrowings under credit facility | 71,700 | 28,404 |
Repayments under credit facility | (48,600) | (29,835) |
Payments under capital lease agreements | (68) | (61) |
Payment of debt financing costs | (17) | (15) |
Net cash provided by (used in) financing activities | 23,015 | (1,507) |
Net increase (decrease) in cash and cash equivalents | (669) | 586 |
Cash and cash equivalents at beginning of period | 988 | 132 |
Cash and cash equivalents at end of period | 319 | 718 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 950 | 1,072 |
Cash paid for income taxes | 509 | 0 |
Supplemental disclosure of non-cash investing activities: | ||
Machinery and equipment financed under capital leases | $ 0 | $ 148 |
Business and Basis of Presentat
Business and Basis of Presentation | 3 Months Ended |
Oct. 01, 2017 | |
Accounting Policies [Abstract] | |
Business and Basis of Presentation | Business and Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Certain reclassifications of prior year amounts have been made to conform to the current year presentation. Subsequent events have been evaluated through the date these financial statements were issued. Additionally, the consolidated financial statements should be read in conjunction with Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in this Quarterly Report on Form 10-Q. Operating results for the quarter ended October 1, 2017 are not necessarily indicative of the results that may be expected for the year ending July 1, 2018 . The consolidated balance sheet at July 2, 2017 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States ("GAAP") for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended July 2, 2017 . The Company reports fiscal years on a 52-53 week year (5-4-4 basis) ending on the Sunday closest to June 30. On July 7, 2017, Sparton Corporation (the "Company" or "Sparton"), Ultra Electronics Holdings plc, ("Parent" or “Ultra”), and Ultra Electronics Aneira Inc., (“Merger Sub”) entered into an Agreement and Plan of Merger (the "Merger Agreement") that provides for Ultra to acquire the Company by merging Merger Sub into the Company (such transaction referred to as the "Merger"), subject to the terms and conditions set forth in the Merger Agreement. At the effective time of the Merger, each issued and outstanding share of common stock, par value $1.25 per share, of the Company (each, a “Share”) (other than (i) Shares that immediately prior to the effective time of the Merger are owned by Parent, Merger Sub or any other wholly owned subsidiary of Parent or owned by the Company or any wholly owned subsidiary of the Company (including as treasury stock) and (ii) Shares that are held by any record holder who is entitled to demand and properly demands payment of the fair cash value of such Shares as a dissenting shareholder pursuant to, and who complies in all respects with, the provisions of Section 1701.85 of the Ohio General Corporation Law (the “OGCL”)) will be cancelled and converted into the right to receive $23.50 per Share in cash, without interest. The Merger Agreement provides for certain other termination rights for both the Company and Ultra, and further provides that, upon termination of the Merger Agreement under certain specified circumstances, the Company will be required to pay Ultra a termination fee of $7.5 million or Ultra will be required to pay the Company a termination fee of $7.5 million . On October 5, 2017, at a special meeting of holders of shares of common stock of the Company, shareholders voted to adopt the Merger Agreement. Although the Merger Agreement has been adopted by the shareholders, consummation of the Merger remains subject to other closing conditions, including the expiration or termination of the applicable waiting period (or any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act (the “HSR Act”.) On September 22, 2017, the Company and Ultra each received a request for additional information (the “second requests”) from the United States Department of Justice (the “DOJ”) in connection with the pending merger. The second requests were issued under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. On October 23, 2017, the Company, Ultra and the DOJ entered into a timing agreement pursuant to which, among other things, the Company and Ultra agreed not to consummate the pending merger until 90 days following the date on which both of them shall have certified compliance with the second requests, unless the DOJ’s investigation shall have been closed sooner, subject to certain exceptions. The Company and Ultra have been cooperating fully with the DOJ as it conducts its review of the pending merger and will continue to do so in connection with the second requests. The pending merger also remains subject to other governmental approvals, as well as other customary closing conditions. Restatement In connection with our year-end financial statement close process and related preparation of our 2018 Form 10-K, misstatements were identified in our previously filed unaudited interim financial statements which required restatement. The restatement arose as a result of the implementation of a new enterprise resource planning system (“ERP system”) at our DeLeon Springs, FL location at the beginning of fiscal 2018. The new ERP system was implemented, in large part, to address the needs of the U.S. Navy, the DCMA and the DCAA in our reporting and management of our government contracts. To meet these needs, the ERP system capitalized certain allowable general and administrative expenses to inventory in accordance with DFAR. In order to properly account for these expenses under generally accepted accounting principles, the Company, during its monthly financial close process, reversed these capitalized expenses as an adjustment in its consolidation and financial reporting tool. As this reversal entry was reflected in the consolidation and financial reporting tool and not in the ERP system, the Company did not properly account for cost of goods sold as inventory was shipped, resulting in an understatement of inventory of $1,336 at October 1, 2017 and an overstatement of cost of goods sold by $1,336 for the three months ended October 1, 2017. To correct this misstatement, as reflected in this 10-Q/A, the Company recognized additional net income of $868 for the three months ended October 1, 2017. As a result, the net loss decreased from $(2,852) to $(1,984) and net loss per share decreased from $(0.29) to $(0.20) for the three months ended October 1, 2017. This restatement had no effect on net cash flows from operating, investing, or financing activities and only impacted the Company’s Engineered Components & Products reportable business segment. |
Inventories and Cost of Contrac
Inventories and Cost of Contracts in Progress, net | 3 Months Ended |
Oct. 01, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories and Cost of Contracts in Progress, net | Inventories and Cost of Contracts in Progress, net The following are the major classifications of inventory, net of interim billings: October 1, July 2, (As Restated) Raw materials $ 36,123 $ 31,353 Work in process 19,520 19,098 Finished goods 23,855 18,338 Total inventory and cost of contracts in progress, gross 79,498 68,789 Inventory to which the U.S. government has title due to interim billings (9,516 ) (8,541 ) Total inventory and cost of contracts in progress, net $ 69,982 $ 60,248 |
Property, Plant and Equipment,
Property, Plant and Equipment, net | 3 Months Ended |
Oct. 01, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, net | Property, Plant and Equipment, net Property, plant and equipment, net consists of the following: October 1, July 2, Land and land improvements $ 1,439 $ 1,439 Buildings and building improvements 28,121 28,121 Machinery and equipment 50,246 46,502 Construction in progress 1,174 4,463 Total property, plant and equipment 80,980 80,525 Less accumulated depreciation (47,606 ) (46,070 ) Total property, plant and equipment, net $ 33,374 $ 34,455 |
Other Intangible Assets
Other Intangible Assets | 3 Months Ended |
Oct. 01, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Other Intangible Assets | Other Intangible Assets The components of other intangible assets, net consist of the following: Net Carrying Value at Additions Amortization Net Carrying Value at Non-compete agreements $ 1,345 $ — $ (168 ) $ 1,177 Customer relationships 25,377 — (1,661 ) 23,716 Trademarks/Tradenames 1,221 — (41 ) 1,180 Unpatented technology and patents 502 — (53 ) 449 $ 28,445 $ — $ (1,923 ) $ 26,522 |
Debt
Debt | 3 Months Ended |
Oct. 01, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Debt On September 11, 2014, the Company entered into a revolving line-of-credit facility with a group of banks (the “Credit Facility”). The Company amended the Credit Facility on April 13, 2015 , June 27, 2016 and again on June 30, 2017. As of the June 30, 2017 amendment, the Credit Agreement permits the Company to borrow up to $125,000 . The facility is secured by substantially all assets of the Company and its subsidiaries and expires on September 11, 2019 . As of October 1, 2017 , the Company had $22,293 available under the facility, which included letters of credit of $4,738 and capital leases of $369 . The letters of credit balance includes a $3,114 standby letter of credit issued during the second quarter of fiscal 2017 to support environmental remediation obligations. (See Note 8, Commitments and Contingencies, of the “Notes to Unaudited Consolidated Financial Statements” in this Quarterly Report on Form 10-Q for further information). All borrowings under the Facility are classified as long-term. Outstanding borrowings under the Credit Facility will bear interest, at the Company’s option, at either LIBOR, fixed for interest periods of one, two, three or six month periods, plus 1.00% to 3.75% , or at the bank’s base rate, as defined, plus 0.00% to 2.75% , based upon the Company’s Total Funded Debt/EBITDA Ratio, as defined. The Company is also required to pay commitment fees on unused portions of the Credit Facility ranging from 0.20% to 0.50% , based on the Company’s Total Funded Debt/EBITDA Ratio, as defined. The Credit Facility includes representations, covenants and events of default that are customary for financing transactions of this nature. The effective interest rate on outstanding borrowings under the Credit Facility was 3.60% at October 1, 2017 . As a condition of the Credit Facility, the Company is subject to certain customary covenants, which had been met or waived at October 1, 2017 . |
Income Taxes
Income Taxes | 3 Months Ended |
Oct. 01, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company's effective income tax rate for interim periods was determined based on the Company's estimated annual effective tax rate for the applicable year using the federal statutory income tax rate, permanent tax differences, foreign income taxes and state income taxes. The Company's estimated annual effective rate for the first quarter of fiscal years 2018 and 2017 was determined to be approximately 35% . |
Defined Benefit Pension Plan
Defined Benefit Pension Plan | 3 Months Ended |
Oct. 01, 2017 | |
Retirement Benefits [Abstract] | |
Defined Benefit Pension Plan | Defined Benefit Pension Plan The Company has a frozen defined benefit pension plan. The Company recorded net periodic pension expense of $18 and $13 for the first quarter of fiscal years 2018 and 2017 , respectively. No contributions were made to the pension plan during the first quarter of fiscal years 2018 and 2017 , respectively. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Oct. 01, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The Company is a party to an environmental remediation matter in Albuquerque, New Mexico ("Coors Road"). As of October 1, 2017 and July 2, 2017 , Sparton had accrued $5,890 and $6,036 , respectively, as its estimate of the remaining minimum future discounted financial liability regarding this matter, of which $568 and $568 , respectively, was classified as a current liability and included on the balance sheets in other accrued expenses. As of October 1, 2017 and July 2, 2017 , the Company had accrued $1,606 , in relation to expected reimbursements from the Department of Energy, which are included in other non-current assets on the balance sheets and are considered collectible. On October 3, 2016, the Company established the Sparton Corporation Standby Financial Assurance Trust and issued a standby letter of credit in the amount of $3,114 related to the Coors Road environmental remediation liability. The trust was established to meet the United States Environmental Protection Agency’s financial assurance requirements. As a result of the goodwill write-off of $64,174 in fiscal year 2016, the Company was not in compliance with these requirements as of the end of fiscal year 2016. As of the end of fiscal year 2017, the Company was again in compliance with these requirements. The Company is in the process of dissolving the trust and canceling the letters of credit. See the Company’s Annual Report on Form 10-K for the fiscal year ended July 2, 2017 for further information. In addition to the foregoing, from time to time, the Company is involved in various legal proceedings relating to claims arising in the ordinary course of business. The Company and the members of our board of directors were named as defendants in four federal securities class actions purportedly brought on behalf of all holders of the Company’s common stock challenging the pending merger transaction with Ultra. The lawsuits generally sought, among other things, to enjoin the defendants from proceeding with the shareholder vote on the merger at the special meeting or consummating the merger transaction unless and until the Company disclosed the allegedly omitted information. The complaints also sought damages allegedly suffered by the plaintiffs as a result of the asserted omissions, as well as related attorneys’ fees and expenses. After discussions with counsel for the plaintiffs, the Company included certain additional disclosures in the proxy statement soliciting shareholder approval of the Merger. The Company believes the demands and complaints were without merit, there were substantial legal and factual defenses to the claims asserted, and the proxy statement disclosed all material information prior to the inclusion of the additional disclosures. The Company made the additional disclosures to avoid the expense and burden of litigation. On September 1, 2017, the court dismissed the lawsuits with prejudice with respect to lead plaintiffs in the lawsuits and without prejudice as to all other shareholders. The Company and plaintiffs must still attempt to resolve the appropriate amount of attorneys’ fees, if any, to be awarded to plaintiffs’ counsel. In addition, the members of our board of directors were named as defendants in another class action suit filed in the United States District Court for the Northern District of Ohio on October 24, 2017, purportedly brought on behalf of all holders of the Company's common stock. This lawsuit seeks damages allegedly suffered by plaintiffs as a result of violations by the members of the board of directors of their fiduciary duties. The Company believes the allegations in the complaint are without merit. The Company is not currently a party to any other such legal proceedings, the adverse outcome of which, individually or in the aggregate, is expected to have a material adverse effect on our business, financial condition or results of operations. However, Goodrich Corporation (“Goodrich”) has alleged the Company owes indemnification under an agreement as a result of damages suffered by Goodrich in a lawsuit that Goodrich settled. The Company has disputed the indemnification claim to date and Goodrich has requested the parties mediate the dispute. The Company is subject to audits by certain federal government agencies, including the Defense Contract Audit Agency and the Defense Contract Management Agency. The agencies audit and evaluate government contracts and government contractors’ administrative processes and systems. These agencies review the Company’s performance on contracts, pricing practices, cost structure, financial capability and compliance with applicable laws, regulations and standards. They also review the adequacy of the Company’s internal control systems and policies, including the Company’s purchasing, accounting, estimating, compensation and management information processes and systems. The Company works closely with these agencies to ensure compliance. From time to time, the Company is notified of claims related to noncompliance arising from the audits performed by agencies. Such claims have historically been subject to actions of remediation and/or financial claims that are typically subject to negotiated settlements. The Company believes that it has appropriate reserves established for outstanding issues and is not aware of any other issues of noncompliance that would have a material effect on the Company’s financial position or results of operations. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Oct. 01, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The Company has a long-term incentive plan to offer incentive and non-qualified stock options, stock appreciation rights, restricted stock or restricted stock units, performance awards and other stock-based awards, including grants of shares under the Sparton Corporation 2010 Long-Term Incentive Plan (the “2010 Plan”). The following table shows stock-based compensation expense (income) by type of share-based award included in the consolidated statements of income: For the First Quarter of Fiscal Years 2018 2017 Fair value expense of stock option awards $ 40 $ 48 Restricted stock units 171 279 Restricted and unrestricted stock — (18 ) Total stock-based compensation expense (income) $ 211 $ 309 The following is a summary of activity for the first quarter of fiscal year 2018 related to the 2010 Plan: Stock Options Restricted stock units Restricted shares Outstanding at July 2, 2017 100,022 128,134 25,912 Granted — — — Forfeited (2,382 ) — (25,912 ) Outstanding at October 1, 2017 97,640 128,134 — As of October 1, 2017 , 54,492 stock options were exercisable, of which 22,227 vested in the first quarter of fiscal year 2018. |
Earnings Per Share Data
Earnings Per Share Data | 3 Months Ended |
Oct. 01, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share Data | Earnings Per Share Data The following table sets forth the computation of basic and diluted net income (loss) per share: For the First Quarter of Fiscal Years 2018 2017 (As Restated) Numerator: Net income (loss) $ (1,984 ) $ 108 Less net income allocated to contingently issuable participating securities — — Net income (loss) available to common shareholders $ (1,984 ) $ 108 Weighted average shares outstanding – Basic 9,856,649 9,792,818 Dilutive effect of stock options — — Weighted average shares outstanding – Diluted 9,856,649 9,792,818 Net income (loss) available to common shareholders per share: Basic $ (0.20 ) $ 0.01 Diluted $ (0.20 ) $ 0.01 For the first quarter of fiscal years 2018 and 2017, net income available to common shareholders was not reduced by allocated earnings associated with unvested restricted shares of 21,926 and 42,472 , respectively, as the unvested restricted shares did not participate in the net loss for the first quarter of 2018 and the amount of allocated earnings in the first quarter of 2017 was not material. There were 97,640 and 105,342 potential shares of common stock issuable upon exercise of stock options which were excluded from diluted income or loss per share computations for the first quarter of fiscal years 2018 and 2017, respectively, as they were anti-dilutive. For the first quarter of fiscal year 2018, they were anti-dilutive due to the net loss. For the first quarter of fiscal year 2017, they were anti-dilutive due to option exercise prices in excess of the average share prices. |
Business Segments
Business Segments | 3 Months Ended |
Oct. 01, 2017 | |
Segment Reporting [Abstract] | |
Business Segments | Business Segments The Company has identified two reportable segments; Manufacturing & Design Services ("MDS") and Engineered Components & Products ("ECP"). The Company uses an internal management reporting system, which provides important financial data to evaluate performance and allocate the Company's resources on a segment basis. The Company’s Chief Operating Decision Maker assesses segment performance and allocates resources to each segment individually. Operating results and certain other financial information about the Company’s two reportable segments for the first quarter of fiscal years 2018 and 2017 were as follows: For the First Quarter of Fiscal Year 2018 MDS ECP Unallocated Eliminations Total (As Restated) (As Restated) Net sales $ 55,308 $ 30,399 $ — $ (2,944 ) $ 82,763 Gross profit 5,993 9,931 — — 15,924 Selling and administrative expenses (incl. depreciation) 5,900 3,580 5,725 — 15,205 Internal research and development expenses — 572 — — 572 Depreciation and amortization 2,327 561 571 — 3,459 Operating income (loss) (1,485 ) 5,434 (5,725 ) — (1,776 ) Capital expenditures 105 187 163 — 455 Total assets at October 1, 2017 $ 144,618 $ 76,677 $ 10,485 $ — $ 231,780 For the First Quarter of Fiscal Year 2017 MDS ECP Eliminations Total Net sales $ 65,002 $ 37,592 $ — $ (2,227 ) $ 100,367 Gross profit 7,294 9,991 — — 17,285 Selling and administrative expenses (incl. depreciation) 5,976 3,824 3,583 — 13,383 Internal research and development expenses — 351 — — 351 Depreciation and amortization 2,676 606 437 — 3,719 Operating income (loss) (514 ) 5,429 (3,583 ) — 1,332 Capital expenditures 206 335 578 — 1,119 Total assets at July 2, 2017 $ 142,513 $ 64,694 $ 9,936 $ — $ 217,143 |
New Accounting Standards
New Accounting Standards | 3 Months Ended |
Oct. 01, 2017 | |
Accounting Policies [Abstract] | |
New Accounting Standards | New Accounting Standards In May 2014, the Financial Accounting Standards ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09 ("ASU 2014-09"), Revenue from Contracts with Customers , which amends guidance for revenue recognition. Under the new standard, revenue will be recognized when control of the promised goods or services is transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods and services. The standard creates a five-step model that will generally require companies to use more judgment and make more estimates than under current guidance when considering the terms of contracts along with all relevant facts and circumstances. These include the identification of customer contracts and separating performance obligations, the determination of transaction price that potentially includes an estimate of variable consideration, allocating the transaction price to each separate performance obligation, and recognizing revenue in line with the pattern of transfer. In August 2015, the FASB issued an amendment to defer the effective date for all entities by one year. The new standard will become effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early adoption is permitted as of annual reporting periods beginning after December 15, 2016. Companies have the option of using either a full or modified retrospective approach in applying this standard. During fiscal 2016 and 2017, the FASB issued four additional updates which further clarify the guidance provided in ASU 2014-09. The Company has identified key personnel to evaluate the guidance and approve a transition method, while also formulating a time line to review the potential impact of the new standard on its existing revenue recognition policies and procedures. In July 2015, the FASB issued ASU No. 2015-11 ("ASU 2015-11"), Simplifying the Measurement of Inventory. ASU 2015-11 clarifies that inventory should be held at the lower of cost or net realizable value. Net realizable value is defined as the estimated selling price, less the estimated costs to complete, dispose and transport such inventory. ASU 2015-11 will be effective for fiscal years and interim periods beginning after December 15, 2016. ASU 2015-11 is required to be applied prospectively and early adoption is permitted. There was no significant impact on the Company's financial statements as a result of the adoption in the first quarter of fiscal year 2018. In February 2016, the FASB issued ASU No. 2016-02 (“ASU 2016-02”), Leases (Topic 842) . ASU 2016-02 establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for capital leases and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is currently in the process of evaluating the impact of adoption on its consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13 ("ASU 2016-13"), Financial Instruments — Credit Losses (Topic 326) . ASU 2016-13 requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019 and early adoption is permitted. The Company is currently in the process of evaluating the impact of adoption on its consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15 ("ASU 2016-15"), Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments . ASU 2016-15 will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017. The new standard will require adoption on a retrospective basis unless it is impracticable to apply, in which case it would be required to apply the amendments prospectively as of the earliest date practicable. The Company is currently in the process of evaluating the impact of adoption on its consolidated financial statements. In October 2016, the FASB issued ASU 2016-16 ("ASU 2016-16"), Income Taxes - Intra-Entity Transfers of Assets Other Than Inventory , which requires entities to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. ASU 2016-16 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted as of the beginning of a fiscal year. ASU 2016-16 must be adopted using a modified retrospective transition method which is a cumulative-effective adjustment to retained earnings as of the beginning of the first effective reporting period. The Company is currently in the process of evaluating the impact of adoption on its consolidated financial statements. In November 2016, the FASB issued ASU No. 2016-18 ("ASU 2016-18"), Restricted Cash , which addresses classification and presentation of changes in restricted cash on the statement of cash flows. ASU 2016-18 requires an entity’s reconciliation of the beginning-of-period and end-of-period total amounts shown on the statement of cash flows to include in cash and cash equivalents amounts generally described as restricted cash and restricted cash equivalents. ASU 2016-18 does not define restricted cash or restricted cash equivalents, but an entity will need to disclose the nature of the restrictions. ASU 2016-18 is effective for public business entities for annual and interim periods in fiscal years beginning after December 15, 2017. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, adjustments should be reflected at the beginning of the fiscal year that includes that interim period. Entities should apply this ASU using a retrospective transition method to each period presented. The Company is currently in the process of evaluating the impact of adoption on its consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04 (“ASU 2017-04”), Simplifying the Test for Goodwill Impairment . ASU 2017-04 eliminates step 2 from the goodwill impairment test. As amended, the goodwill impairment test will consist of one step comparing the fair value of a reporting unit with its carrying amount. An entity should recognize a goodwill impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. An entity may still perform the optional qualitative assessment for a reporting unit to determine if it is more likely than not that goodwill is impaired. ASU 2017-04 will be effective for fiscal years and interim periods beginning after December 15, 2019. ASU 2017-04 is required to be applied prospectively and early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently in the process of evaluating the impact of adoption on its consolidated financial statements. In March 2017, the FASB issued ASU No. 2017-07, (“ASU 2017-07”), Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cos t. ASU 2017-07 requires that the service cost component be disaggregated from the other components of net benefit cost and provides guidance for separate presentation in the income statement. ASU 2017-07 also changes the rules for capitalization of costs such that only the service cost component of net benefit cost may be capitalized rather than total net benefit cost. ASU 2017-07 will be effective for fiscal years and interim periods beginning after December 15, 2017. ASU 2017-07 is required to be applied retrospectively for the income statement presentation and prospectively for the capitalization of the service cost component of net periodic pension cost. The Company is currently in the process of evaluating the impact of adoption on its consolidated financial statements. In May 2017, the FASB issued Accounting Standards Update No. 2017-09 (“ASU 2017-09”), Scope of Modification Accounting. ASU 2017-09 clarifies when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. ASU 2017-09 is effective for all entities for fiscal years beginning after December 15, 2017, including interim periods within those years. Early adoption is permitted, including adoption in an interim period. The Company is currently in the process of evaluating the impact of adoption on its consolidated financial statements. |
Business and Basis of Present_2
Business and Basis of Presentation (Policies) | 3 Months Ended |
Oct. 01, 2017 | |
Accounting Policies [Abstract] | |
Business and Basis of Presentation | Business and Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Certain reclassifications of prior year amounts have been made to conform to the current year presentation. Subsequent events have been evaluated through the date these financial statements were issued. Additionally, the consolidated financial statements should be read in conjunction with Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in this Quarterly Report on Form 10-Q. Operating results for the quarter ended October 1, 2017 are not necessarily indicative of the results that may be expected for the year ending July 1, 2018 . The consolidated balance sheet at July 2, 2017 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States ("GAAP") for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended July 2, 2017 . The Company reports fiscal years on a 52-53 week year (5-4-4 basis) ending on the Sunday closest to June 30. On July 7, 2017, Sparton Corporation (the "Company" or "Sparton"), Ultra Electronics Holdings plc, ("Parent" or “Ultra”), and Ultra Electronics Aneira Inc., (“Merger Sub”) entered into an Agreement and Plan of Merger (the "Merger Agreement") that provides for Ultra to acquire the Company by merging Merger Sub into the Company (such transaction referred to as the "Merger"), subject to the terms and conditions set forth in the Merger Agreement. At the effective time of the Merger, each issued and outstanding share of common stock, par value $1.25 per share, of the Company (each, a “Share”) (other than (i) Shares that immediately prior to the effective time of the Merger are owned by Parent, Merger Sub or any other wholly owned subsidiary of Parent or owned by the Company or any wholly owned subsidiary of the Company (including as treasury stock) and (ii) Shares that are held by any record holder who is entitled to demand and properly demands payment of the fair cash value of such Shares as a dissenting shareholder pursuant to, and who complies in all respects with, the provisions of Section 1701.85 of the Ohio General Corporation Law (the “OGCL”)) will be cancelled and converted into the right to receive $23.50 per Share in cash, without interest. The Merger Agreement provides for certain other termination rights for both the Company and Ultra, and further provides that, upon termination of the Merger Agreement under certain specified circumstances, the Company will be required to pay Ultra a termination fee of $7.5 million or Ultra will be required to pay the Company a termination fee of $7.5 million . On October 5, 2017, at a special meeting of holders of shares of common stock of the Company, shareholders voted to adopt the Merger Agreement. Although the Merger Agreement has been adopted by the shareholders, consummation of the Merger remains subject to other closing conditions, including the expiration or termination of the applicable waiting period (or any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act (the “HSR Act”.) On September 22, 2017, the Company and Ultra each received a request for additional information (the “second requests”) from the United States Department of Justice (the “DOJ”) in connection with the pending merger. The second requests were issued under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. On October 23, 2017, the Company, Ultra and the DOJ entered into a timing agreement pursuant to which, among other things, the Company and Ultra agreed not to consummate the pending merger until 90 days following the date on which both of them shall have certified compliance with the second requests, unless the DOJ’s investigation shall have been closed sooner, subject to certain exceptions. The Company and Ultra have been cooperating fully with the DOJ as it conducts its review of the pending merger and will continue to do so in connection with the second requests. The pending merger also remains subject to other governmental approvals, as well as other customary closing conditions. |
Restatement | Restatement In connection with our year-end financial statement close process and related preparation of our 2018 Form 10-K, misstatements were identified in our previously filed unaudited interim financial statements which required restatement. |
New Accounting Standards | New Accounting Standards In May 2014, the Financial Accounting Standards ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09 ("ASU 2014-09"), Revenue from Contracts with Customers , which amends guidance for revenue recognition. Under the new standard, revenue will be recognized when control of the promised goods or services is transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods and services. The standard creates a five-step model that will generally require companies to use more judgment and make more estimates than under current guidance when considering the terms of contracts along with all relevant facts and circumstances. These include the identification of customer contracts and separating performance obligations, the determination of transaction price that potentially includes an estimate of variable consideration, allocating the transaction price to each separate performance obligation, and recognizing revenue in line with the pattern of transfer. In August 2015, the FASB issued an amendment to defer the effective date for all entities by one year. The new standard will become effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early adoption is permitted as of annual reporting periods beginning after December 15, 2016. Companies have the option of using either a full or modified retrospective approach in applying this standard. During fiscal 2016 and 2017, the FASB issued four additional updates which further clarify the guidance provided in ASU 2014-09. The Company has identified key personnel to evaluate the guidance and approve a transition method, while also formulating a time line to review the potential impact of the new standard on its existing revenue recognition policies and procedures. In July 2015, the FASB issued ASU No. 2015-11 ("ASU 2015-11"), Simplifying the Measurement of Inventory. ASU 2015-11 clarifies that inventory should be held at the lower of cost or net realizable value. Net realizable value is defined as the estimated selling price, less the estimated costs to complete, dispose and transport such inventory. ASU 2015-11 will be effective for fiscal years and interim periods beginning after December 15, 2016. ASU 2015-11 is required to be applied prospectively and early adoption is permitted. There was no significant impact on the Company's financial statements as a result of the adoption in the first quarter of fiscal year 2018. In February 2016, the FASB issued ASU No. 2016-02 (“ASU 2016-02”), Leases (Topic 842) . ASU 2016-02 establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for capital leases and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is currently in the process of evaluating the impact of adoption on its consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13 ("ASU 2016-13"), Financial Instruments — Credit Losses (Topic 326) . ASU 2016-13 requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019 and early adoption is permitted. The Company is currently in the process of evaluating the impact of adoption on its consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15 ("ASU 2016-15"), Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments . ASU 2016-15 will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017. The new standard will require adoption on a retrospective basis unless it is impracticable to apply, in which case it would be required to apply the amendments prospectively as of the earliest date practicable. The Company is currently in the process of evaluating the impact of adoption on its consolidated financial statements. In October 2016, the FASB issued ASU 2016-16 ("ASU 2016-16"), Income Taxes - Intra-Entity Transfers of Assets Other Than Inventory , which requires entities to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. ASU 2016-16 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted as of the beginning of a fiscal year. ASU 2016-16 must be adopted using a modified retrospective transition method which is a cumulative-effective adjustment to retained earnings as of the beginning of the first effective reporting period. The Company is currently in the process of evaluating the impact of adoption on its consolidated financial statements. In November 2016, the FASB issued ASU No. 2016-18 ("ASU 2016-18"), Restricted Cash , which addresses classification and presentation of changes in restricted cash on the statement of cash flows. ASU 2016-18 requires an entity’s reconciliation of the beginning-of-period and end-of-period total amounts shown on the statement of cash flows to include in cash and cash equivalents amounts generally described as restricted cash and restricted cash equivalents. ASU 2016-18 does not define restricted cash or restricted cash equivalents, but an entity will need to disclose the nature of the restrictions. ASU 2016-18 is effective for public business entities for annual and interim periods in fiscal years beginning after December 15, 2017. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, adjustments should be reflected at the beginning of the fiscal year that includes that interim period. Entities should apply this ASU using a retrospective transition method to each period presented. The Company is currently in the process of evaluating the impact of adoption on its consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04 (“ASU 2017-04”), Simplifying the Test for Goodwill Impairment . ASU 2017-04 eliminates step 2 from the goodwill impairment test. As amended, the goodwill impairment test will consist of one step comparing the fair value of a reporting unit with its carrying amount. An entity should recognize a goodwill impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. An entity may still perform the optional qualitative assessment for a reporting unit to determine if it is more likely than not that goodwill is impaired. ASU 2017-04 will be effective for fiscal years and interim periods beginning after December 15, 2019. ASU 2017-04 is required to be applied prospectively and early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently in the process of evaluating the impact of adoption on its consolidated financial statements. In March 2017, the FASB issued ASU No. 2017-07, (“ASU 2017-07”), Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cos t. ASU 2017-07 requires that the service cost component be disaggregated from the other components of net benefit cost and provides guidance for separate presentation in the income statement. ASU 2017-07 also changes the rules for capitalization of costs such that only the service cost component of net benefit cost may be capitalized rather than total net benefit cost. ASU 2017-07 will be effective for fiscal years and interim periods beginning after December 15, 2017. ASU 2017-07 is required to be applied retrospectively for the income statement presentation and prospectively for the capitalization of the service cost component of net periodic pension cost. The Company is currently in the process of evaluating the impact of adoption on its consolidated financial statements. In May 2017, the FASB issued Accounting Standards Update No. 2017-09 (“ASU 2017-09”), Scope of Modification Accounting. ASU 2017-09 clarifies when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. ASU 2017-09 is effective for all entities for fiscal years beginning after December 15, 2017, including interim periods within those years. Early adoption is permitted, including adoption in an interim period. The Company is currently in the process of evaluating the impact of adoption on its consolidated financial statements. |
Inventories and Cost of Contr_2
Inventories and Cost of Contracts in Progress, net (Tables) | 3 Months Ended |
Oct. 01, 2017 | |
Inventory Disclosure [Abstract] | |
Classifications of Inventory, Net of Interim Billings | The following are the major classifications of inventory, net of interim billings: October 1, July 2, (As Restated) Raw materials $ 36,123 $ 31,353 Work in process 19,520 19,098 Finished goods 23,855 18,338 Total inventory and cost of contracts in progress, gross 79,498 68,789 Inventory to which the U.S. government has title due to interim billings (9,516 ) (8,541 ) Total inventory and cost of contracts in progress, net $ 69,982 $ 60,248 |
Property, Plant and Equipment_2
Property, Plant and Equipment, net (Tables) | 3 Months Ended |
Oct. 01, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, net | Property, plant and equipment, net consists of the following: October 1, July 2, Land and land improvements $ 1,439 $ 1,439 Buildings and building improvements 28,121 28,121 Machinery and equipment 50,246 46,502 Construction in progress 1,174 4,463 Total property, plant and equipment 80,980 80,525 Less accumulated depreciation (47,606 ) (46,070 ) Total property, plant and equipment, net $ 33,374 $ 34,455 |
Other Intangible Assets (Tables
Other Intangible Assets (Tables) | 3 Months Ended |
Oct. 01, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets, Net | The components of other intangible assets, net consist of the following: Net Carrying Value at Additions Amortization Net Carrying Value at Non-compete agreements $ 1,345 $ — $ (168 ) $ 1,177 Customer relationships 25,377 — (1,661 ) 23,716 Trademarks/Tradenames 1,221 — (41 ) 1,180 Unpatented technology and patents 502 — (53 ) 449 $ 28,445 $ — $ (1,923 ) $ 26,522 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Oct. 01, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation Expense by Type of Share-Based Award | The following table shows stock-based compensation expense (income) by type of share-based award included in the consolidated statements of income: For the First Quarter of Fiscal Years 2018 2017 Fair value expense of stock option awards $ 40 $ 48 Restricted stock units 171 279 Restricted and unrestricted stock — (18 ) Total stock-based compensation expense (income) $ 211 $ 309 |
Summary of Options Outstanding and Exercisable | The following is a summary of activity for the first quarter of fiscal year 2018 related to the 2010 Plan: Stock Options Restricted stock units Restricted shares Outstanding at July 2, 2017 100,022 128,134 25,912 Granted — — — Forfeited (2,382 ) — (25,912 ) Outstanding at October 1, 2017 97,640 128,134 — |
Earnings Per Share Data (Tables
Earnings Per Share Data (Tables) | 3 Months Ended |
Oct. 01, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | The following table sets forth the computation of basic and diluted net income (loss) per share: For the First Quarter of Fiscal Years 2018 2017 (As Restated) Numerator: Net income (loss) $ (1,984 ) $ 108 Less net income allocated to contingently issuable participating securities — — Net income (loss) available to common shareholders $ (1,984 ) $ 108 Weighted average shares outstanding – Basic 9,856,649 9,792,818 Dilutive effect of stock options — — Weighted average shares outstanding – Diluted 9,856,649 9,792,818 Net income (loss) available to common shareholders per share: Basic $ (0.20 ) $ 0.01 Diluted $ (0.20 ) $ 0.01 |
Business Segments (Tables)
Business Segments (Tables) | 3 Months Ended |
Oct. 01, 2017 | |
Segment Reporting [Abstract] | |
Operating Results and Other Financial Information by Segment | Operating results and certain other financial information about the Company’s two reportable segments for the first quarter of fiscal years 2018 and 2017 were as follows: For the First Quarter of Fiscal Year 2018 MDS ECP Unallocated Eliminations Total (As Restated) (As Restated) Net sales $ 55,308 $ 30,399 $ — $ (2,944 ) $ 82,763 Gross profit 5,993 9,931 — — 15,924 Selling and administrative expenses (incl. depreciation) 5,900 3,580 5,725 — 15,205 Internal research and development expenses — 572 — — 572 Depreciation and amortization 2,327 561 571 — 3,459 Operating income (loss) (1,485 ) 5,434 (5,725 ) — (1,776 ) Capital expenditures 105 187 163 — 455 Total assets at October 1, 2017 $ 144,618 $ 76,677 $ 10,485 $ — $ 231,780 For the First Quarter of Fiscal Year 2017 MDS ECP Eliminations Total Net sales $ 65,002 $ 37,592 $ — $ (2,227 ) $ 100,367 Gross profit 7,294 9,991 — — 17,285 Selling and administrative expenses (incl. depreciation) 5,976 3,824 3,583 — 13,383 Internal research and development expenses — 351 — — 351 Depreciation and amortization 2,676 606 437 — 3,719 Operating income (loss) (514 ) 5,429 (3,583 ) — 1,332 Capital expenditures 206 335 578 — 1,119 Total assets at July 2, 2017 $ 142,513 $ 64,694 $ 9,936 $ — $ 217,143 |
Business and Basis of Present_3
Business and Basis of Presentation (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 07, 2017 | Oct. 01, 2017 | Oct. 02, 2016 | Jul. 02, 2017 |
Entity Information [Line Items] | ||||
Common stock, par value (usd per share) | $ 1.25 | $ 1.25 | $ 1.25 | |
Right to receive (in dollars per share) | $ 23.50 | |||
Termination fee | $ 7,500 | |||
Increase in inventory | $ 69,982 | $ 60,248 | ||
Decrease in cost of goods sold | (66,839) | $ (83,082) | ||
Net income (loss) | $ (1,984) | $ 108 | ||
Net income (loss) per share: Basic (in dollars per share) | $ (0.20) | $ 0.01 | ||
Net income (loss) per share: Diluted (in dollars per share) | $ (0.20) | $ 0.01 | ||
Restatement Adjustment | ||||
Entity Information [Line Items] | ||||
Increase in inventory | $ 1,336 | |||
Decrease in cost of goods sold | 1,336 | |||
Net income (loss) | 868 | |||
Previously Reported | ||||
Entity Information [Line Items] | ||||
Net income (loss) | $ (2,852) | |||
Net income (loss) per share: Basic (in dollars per share) | $ (0.29) | |||
Net income (loss) per share: Diluted (in dollars per share) | $ (0.29) | |||
Ultra Electronics Holdings plc | ||||
Entity Information [Line Items] | ||||
Termination fee | $ 7,500 |
Inventories and Cost of Contr_3
Inventories and Cost of Contracts in Progress, net (Detail) - USD ($) $ in Thousands | Oct. 01, 2017 | Jul. 02, 2017 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 36,123 | $ 31,353 |
Work in process | 19,520 | 19,098 |
Finished goods | 23,855 | 18,338 |
Total inventory and cost of contracts in progress, gross | 79,498 | 68,789 |
Inventory to which the U.S. government has title due to interim billings | (9,516) | (8,541) |
Total inventory and cost of contracts in progress, net | $ 69,982 | $ 60,248 |
Property, Plant and Equipment_3
Property, Plant and Equipment, net (Detail) - USD ($) $ in Thousands | Oct. 01, 2017 | Jul. 02, 2017 |
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 80,980 | $ 80,525 |
Less accumulated depreciation | (47,606) | (46,070) |
Total property, plant and equipment, net | 33,374 | 34,455 |
Land and land improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 1,439 | 1,439 |
Buildings and building improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 28,121 | 28,121 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 50,246 | 46,502 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 1,174 | $ 4,463 |
Other Intangible Assets (Detail
Other Intangible Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Oct. 01, 2017 | Oct. 02, 2016 | |
Finite-lived Intangible Assets [Roll Forward] | ||
Net carrying amount at beginning of period | $ 28,445 | |
Additions | 0 | |
Amortization | (1,923) | $ (2,219) |
Net carrying amount at end of period | 26,522 | |
Non-compete agreements | ||
Finite-lived Intangible Assets [Roll Forward] | ||
Net carrying amount at beginning of period | 1,345 | |
Additions | 0 | |
Amortization | (168) | |
Net carrying amount at end of period | 1,177 | |
Customer relationships | ||
Finite-lived Intangible Assets [Roll Forward] | ||
Net carrying amount at beginning of period | 25,377 | |
Additions | 0 | |
Amortization | (1,661) | |
Net carrying amount at end of period | 23,716 | |
Trademarks/Tradenames | ||
Finite-lived Intangible Assets [Roll Forward] | ||
Net carrying amount at beginning of period | 1,221 | |
Additions | 0 | |
Amortization | (41) | |
Net carrying amount at end of period | 1,180 | |
Unpatented technology and patents | ||
Finite-lived Intangible Assets [Roll Forward] | ||
Net carrying amount at beginning of period | 502 | |
Additions | 0 | |
Amortization | (53) | |
Net carrying amount at end of period | $ 449 |
Debt (Detail)
Debt (Detail) - USD ($) | 3 Months Ended | ||
Oct. 01, 2017 | Jun. 30, 2017 | Jan. 01, 2017 | |
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 125,000,000 | ||
Available borrowings | $ 22,293,000 | ||
Capital leases | $ 369,000 | ||
Effective interest rate percent | 3.60% | ||
Letter of Credit | |||
Debt Instrument [Line Items] | |||
Letters of credit | $ 4,738,000 | ||
Standby Letters of Credit | |||
Debt Instrument [Line Items] | |||
Letters of credit | $ 3,114,000 | ||
Minimum | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Unused commitment fees | 0.20% | ||
Minimum | LIBOR | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Interest rate | 1.00% | ||
Minimum | Bank Base Rate | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Interest rate | 0.00% | ||
Maximum | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Unused commitment fees | 0.50% | ||
Maximum | LIBOR | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Interest rate | 3.75% | ||
Maximum | Bank Base Rate | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Interest rate | 2.75% |
Income Taxes (Detail)
Income Taxes (Detail) | 3 Months Ended | |
Oct. 01, 2017 | Oct. 02, 2016 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate reconciliation percent | 35.00% | 35.00% |
Defined Benefit Pension Plan (D
Defined Benefit Pension Plan (Detail) - USD ($) | 3 Months Ended | |
Oct. 01, 2017 | Oct. 02, 2016 | |
Retirement Benefits [Abstract] | ||
Periodic pension income (expense) | $ (18,000) | $ (13,000) |
Pension plan contributions | $ 0 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Detail) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Oct. 01, 2017USD ($)claim | Jul. 03, 2016USD ($) | Jul. 02, 2017USD ($) | Oct. 03, 2016USD ($) | |
Loss Contingencies [Line Items] | ||||
Environmental remediation accrual | $ 5,890 | $ 6,036 | ||
Amount of financial liability included in other accrued expenses of current liability | 568 | 568 | ||
Expected reimbursement accrual | $ 1,606 | $ 1,606 | ||
Goodwill write-off | $ 64,174 | |||
Financial Standby Letter of Credit | ||||
Loss Contingencies [Line Items] | ||||
Environmental remediation accrual | $ 3,114 | |||
Federal Securities Class Actions Regarding Merger with Ultra | ||||
Loss Contingencies [Line Items] | ||||
Number of class actions brought on | claim | 4 | |||
Number of class actions dismissed | claim | 4 |
Stock-Based Compensation - Expe
Stock-Based Compensation - Expense by Type of Share-Based Award (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Oct. 01, 2017 | Oct. 02, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense (income) | $ 211 | $ 309 |
Fair value expense of stock option awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense (income) | 40 | 48 |
Restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense (income) | 171 | 279 |
Restricted and unrestricted stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense (income) | $ 0 | $ (18) |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Options Outstanding and Exercisable (Detail) | 3 Months Ended |
Oct. 01, 2017shares | |
Stock Options | |
Stock Options | |
Outstanding, beginning balance (in shares) | 100,022 |
Granted (in shares) | 0 |
Forfeited (in shares) | (2,382) |
Outstanding, ending balance (in shares) | 97,640 |
Restricted stock units | |
Restricted Stock Units/Shares | |
Outstanding, beginning balance (in shares) | 128,134 |
Granted (in shares) | 0 |
Forfeited (in shares) | 0 |
Outstanding, ending balance (in shares) | 128,134 |
Restricted shares | |
Restricted Stock Units/Shares | |
Outstanding, beginning balance (in shares) | 25,912 |
Granted (in shares) | 0 |
Forfeited (in shares) | (25,912) |
Outstanding, ending balance (in shares) | 0 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Detail) | 3 Months Ended |
Oct. 01, 2017shares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock options exercisable (in shares) | 54,492 |
Number of shares vested (in shares) | 22,227 |
Earnings Per Share Data (Detail
Earnings Per Share Data (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Oct. 01, 2017 | Oct. 02, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Net income (loss) | $ (1,984) | $ 108 |
Less net income allocated to contingently issuable participating securities | 0 | 0 |
Net income (loss) available to common shareholders | $ (1,984) | $ 108 |
Weighted average shares outstanding – Basic (in shares) | 9,856,649 | 9,792,818 |
Dilutive effect of stock options (in shares) | 0 | 0 |
Weighted average shares outstanding – Diluted (in shares) | 9,856,649 | 9,792,818 |
Income (loss) per share of common stock: | ||
Net income (loss) per share: Basic (in dollars per share) | $ (0.20) | $ 0.01 |
Net income (loss) per share: Diluted (in dollars per share) | $ (0.20) | $ 0.01 |
Number of shares excluded from computation (in shares) | 97,640 | 105,342 |
Restricted Stock | ||
Income (loss) per share of common stock: | ||
Unvested restricted shares (in shares) | 21,926 | 42,472 |
Business Segments (Detail)
Business Segments (Detail) $ in Thousands | 3 Months Ended | ||
Oct. 01, 2017USD ($)segment | Oct. 02, 2016USD ($) | Jul. 02, 2017USD ($) | |
Segment Reporting Information [Line Items] | |||
Number of segments | segment | 2 | ||
Net sales | $ 82,763 | $ 100,367 | |
Gross profit | 15,924 | 17,285 | |
Selling and administrative expenses | 15,205 | 13,383 | |
Internal research and development expenses | 572 | 351 | |
Depreciation and amortization | 3,459 | 3,719 | |
Operating income (loss) | (1,776) | 1,332 | |
Capital expenditures | 455 | 1,119 | |
Total assets | 231,780 | 217,143 | $ 217,143 |
Operating Segments | MDS | |||
Segment Reporting Information [Line Items] | |||
Net sales | 55,308 | 65,002 | |
Gross profit | 5,993 | 7,294 | |
Selling and administrative expenses | 5,900 | 5,976 | |
Internal research and development expenses | 0 | 0 | |
Depreciation and amortization | 2,327 | 2,676 | |
Operating income (loss) | (1,485) | (514) | |
Capital expenditures | 105 | 206 | |
Total assets | 144,618 | 142,513 | |
Operating Segments | ECP | |||
Segment Reporting Information [Line Items] | |||
Net sales | 30,399 | 37,592 | |
Gross profit | 9,931 | 9,991 | |
Selling and administrative expenses | 3,580 | 3,824 | |
Internal research and development expenses | 572 | 351 | |
Depreciation and amortization | 561 | 606 | |
Operating income (loss) | 5,434 | 5,429 | |
Capital expenditures | 187 | 335 | |
Total assets | 76,677 | 64,694 | |
Unallocated | |||
Segment Reporting Information [Line Items] | |||
Net sales | 0 | 0 | |
Gross profit | 0 | 0 | |
Selling and administrative expenses | 5,725 | 3,583 | |
Internal research and development expenses | 0 | 0 | |
Depreciation and amortization | 571 | 437 | |
Operating income (loss) | (5,725) | (3,583) | |
Capital expenditures | 163 | 578 | |
Total assets | 10,485 | 9,936 | |
Eliminations | |||
Segment Reporting Information [Line Items] | |||
Net sales | (2,944) | (2,227) | |
Gross profit | 0 | 0 | |
Selling and administrative expenses | 0 | 0 | |
Internal research and development expenses | 0 | 0 | |
Depreciation and amortization | 0 | 0 | |
Operating income (loss) | 0 | 0 | |
Capital expenditures | 0 | 0 | |
Total assets | $ 0 | $ 0 |