NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data)
Note 1. Nature of Business and Summary of Significant Accounting Policies
Nature of business
: Daktronics, Inc. and its subsidiaries are engaged principally in the design, market, and manufacture of a wide range of integrated electronic display systems and related products which are sold in a variety of markets throughout the world and the rendering of related maintenance and professional services. Our products are designed primarily to inform and entertain people through the communication of content.
Fiscal year
: We operate on a 52- or 53-week fiscal year, with our fiscal year ending on the Saturday closest to April 30 of each year. When April 30 falls on a Wednesday, the fiscal year ends on the preceding Saturday. Within each fiscal year, each quarter is comprised of 13-week periods following the beginning of each fiscal year. In each 53-week year, an additional week is added to the first quarter, and each of the last three quarters is comprised of a 13-week period. The years ended
April 27, 2019
,
April 28, 2018
, and
April 29, 2017
contained operating results for
52
weeks. Fiscal 2020 will be a 53-week year.
Principles of consolidation
: The consolidated financial statements include Daktronics, Inc. and its subsidiaries. All intercompany accounts and transactions are eliminated in consolidation.
Certain prior year amounts in the consolidated balance sheet have been reclassified to conform to the current year's presentation due to the adoption of Accounting Standards Update ("ASU") 2014-09,
Revenue from Contracts with Customers (Topic 606).
Billings in excess of costs and estimated earnings, customer deposits, and deferred revenue are combined to present contract liabilities. Costs and estimated earnings in excess of billings now represent contract assets. We also combined current portion of other long-term obligations and accrued expenses to present accrued expenses. These reclassifications had no effect on reported net income, comprehensive income, cash flows, total assets or total liabilities.
Investments in affiliates
: Investments in affiliates over which we have significant influence are accounted for under the equity method of accounting, in accordance with the provisions of Accounting Standards Codification ("ASC") 323,
Investments - Equity Method and Joint Ventures
. Investments in affiliates over which we do not have the ability to exert significant influence over the affiliate's operating and financing activities are accounted for under the cost method of accounting in accordance with the provisions of ASC 321,
Investments - Equity Securities
. We have evaluated our relationships with our affiliates and have determined that these entities are not variable interest entities.
The aggregate amount of investments accounted for under the equity method was
$3,657
and
$3,647
at
April 27, 2019
and
April 28, 2018
, respectively. The equity method requires us to report our share of losses up to our equity investment amount. Cash paid for investments in affiliates is included in the "Purchases of equity investment" line item in our consolidated statements of cash flows. Our proportional share of the respective affiliates' earnings or losses is included in the "
Other (expense) income, net
" line item in our consolidated statements of operations. For the fiscal years ended
April 27, 2019
and
April 28, 2018
, our share of the losses of our affiliates was
$844
and
$481
, respectively.
The aggregate amount of investments without readily determinable fair values was $
42
at
April 27, 2019
and
April 28, 2018
, respectively. There have not been any identified events or changes in circumstances that may have a significant adverse effect on their fair value, and it is not practical to estimate their fair value. We record equity investments without readily determinable fair values at cost, less any impairment, adjusted for observable price changes. During
fiscal 2019
, we did not record any changes in the measurement of such investments.
Use of estimates
: The preparation of financial statements in conformity with generally accepted accounting principles in the United States ("GAAP") requires management to make estimates and assumptions affecting the reported amounts of assets and liabilities; the disclosure of contingent assets and liabilities at the date of the financial statements; the reported amounts of revenues and expenses during the reporting period; and our ability to continue as a going concern. Due to the inherent uncertainty involved in making estimates, actual results in future periods may differ from those estimates. Material estimates that are particularly susceptible to significant change in the near-term relate to the determination of the estimated total costs on uniquely configured contracts, estimated costs to be incurred for product warranties and income taxes. Estimation processes are also used in inventory valuation, the allowance for doubtful accounts, share-based compensation, goodwill impairment, and extended warranty and product maintenance agreements. Changes in estimates are reflected in the periods in which they become known.
Cash and cash equivalents
: All highly liquid investments with maturities of three months or less at the date of purchase are considered to be cash equivalents and consist primarily of government repurchase agreements, savings accounts and money market accounts that are carried at cost, which approximates fair value. We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We have not experienced any losses in such accounts.
Restricted cash
: Restricted cash consists of cash and cash equivalents held in bank deposit accounts to secure issuances of foreign bank guarantees.
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets that sum to the totals of the same amounts shown in the consolidated statement of cash flows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April 27,
2019
|
|
April 28,
2018
|
|
April 29,
2017
|
Cash and cash equivalents
|
$
|
35,383
|
|
|
$
|
29,727
|
|
|
$
|
32,623
|
|
Restricted cash
|
359
|
|
|
28
|
|
|
216
|
|
Total cash, cash equivalents and restricted cash shown in the consolidated statement of cash flows
|
$
|
35,742
|
|
|
$
|
29,755
|
|
|
$
|
32,839
|
|
Inventories:
In accordance with ASC 330,
Inventory,
our inventories are stated at the lower of cost (first-in, first-out method) and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Cost is measured as the price of the components and allocated expenses for production or betterment of the inventory item. When we estimate net realizable value to be lower than cost, any necessary adjustments are charged to cost of sales in that period. In determining net realizable value, we review various factors such as current inventory levels, forecasted demand, costs of completion, and technological obsolescence.
Allowance for doubtful accounts:
We make estimates regarding the collectability of our accounts receivable, long-term receivables, contract assets and other receivables. In evaluating the adequacy of our allowance for doubtful accounts, we analyze specific balances, customer creditworthiness, changes in customer payment cycles, and current economic trends. If the financial condition of any customer were to deteriorate, resulting in an impairment of its ability to make payments, additional allowances may be required. We charge off receivables at such time as it is determined collection will not occur in accordance with ASC 310,
Receivables
.
Revenue recognition
: We adopted ASU 2014-09 and its related guidance under the modified retrospective method during the first quarter of fiscal 2019 by applying the guidance to all open contracts at the adoption date. The adoption of this standard did not materially change the timing or amount of revenue recognized, primarily based upon our assessment of "point in time" and "over time" revenue recognition.
Our accounting policies and estimates as a result of adopting ASU 2014-09,
Revenue from Contracts with Customers (Topic 606)
, are as follows:
Contracts are identified and follow the revenue recognition policies when all of the following occur: we have evidence that all parties to the contract have approved the contract and are committed to perform their respective obligations, we can identify each party’s rights regarding the goods or services to be transferred, we can identify the payment terms for the goods or services to be transferred, the contract has commercial substance, and it is probable we will collect substantially all of the consideration to which we would be entitled in exchange for the goods or services.
Precontract costs are generally expensed as incurred, unless they are directly associated with an anticipated contract and recoverability from that contract is probable. Precontract costs directly associated with anticipated contracts expected to be recoverable include
$857
and
$217
as of
April 27, 2019
and
April 28, 2018
, respectively. These are included in the "Inventories" line item in our consolidated balance sheets.
At contract inception, we identify performance obligations by reviewing the agreement for material distinct goods and services. Goods and services are distinct when the customer can benefit from them on their own and our promises to transfer these items are identifiable from other promises within the contract. When we are contracted to provide a single promise (an integrated system), we often treat it as a single performance obligation as we are providing goods and services with the same pattern of transfer, that are highly integrated or interdependent, that are modified or customized by other goods or services promised, or that provide a combined outcome for which the customer has contracted. When less interdependency or integration is necessary, or the customer can benefit from distinct items, we separate the contract into multiple performance obligations. We account for extended warranties and other services ("service-type warranty") that represent a distinct service as a separate performance obligation.
Our contracts can contain multiple components of transaction price. We evaluate each contract for these components and include fixed consideration, variable consideration, financing components, and non-cash consideration and exclude consideration payable to a customer and sales taxes in the transaction price. When we are responsible for site installations which include subcontracted work, we maintain the contractual responsibilities and risks and include the consideration for these services in the transaction price. When our contract
contains variable consideration, including return rights, discounts, claims, unpriced change orders, and liquidated damages, we estimate the transaction price using the expected value (i.e., the sum of the probability-weighted amount) or the most likely amount method, whichever is expected to better predict revenue for that contract situation. We also constrain the revenue to the extent that it is probable that a significant reversal of the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. We consider the following factors in determining revenue associated with variable consideration: (a) the contract or other evidence providing legal basis, (b) additional costs caused by unforeseen circumstances, (c) evidence supporting the claim, and (d) historical evidence and patterns of customers. We adjust the contract price for the effects of a significant financing component if we expect, at contract inception, that the period between when we transfer goods and services to a customer will exceed one year from the time the customer pays and represents financing. If the payment structures exceed a year but are structured to account for risks with a contract or correspond to payments on milestones or are scheduled for performance, we do not adjust the contract price for a financing component. See "
Note 9. Receivables
" for amounts recorded in long-term receivables.
When separate performance obligations are identified, we allocate the transaction price to the individual performance obligation based on the best method we judge as faithfully depicting the value of the performance obligation. Many of our contracts are bundled, and we do not have separate selling prices for each performance obligation; therefore, for these contracts, we primarily use the cost plus a margin approach to allocate the relative transaction price to identified performance obligations, as it is the best representative of our pricing methods.
Revenue is recognized when we satisfy a performance obligation. We receive payments from customers based on a billing schedule as established in our contracts. Billing schedules include down payments and progress billings over time; set milestone payments that are specific to the project; are scheduled for performance-based payments or are set time-based payment(s). Variability in contract assets and contract liabilities relates to the timing of billings and revenue recognition, which can vary significantly depending on contractual payment terms and build and installation schedules and the related timing differences in transfer of control. Balances are also impacted by the seasonality in our business.
Significant judgments and estimates are used in our revenue policies. Throughout the revenue cycle, we evaluate contractual evidence, monitor our performance, evaluate variable consideration changes, update estimated costs to complete cost-to-cost projects, and obtain evidence of deliveries or other control change evidence for appropriate and consistent revenue recognition. We maintain internal policies and procedures to provide guidance for those involved in recording revenue. We monitor for changes in our business sales practices and customer interactions to capture the appropriate types of performance obligations and adjust for any change in control terms and conditions.
Our material performance obligation types include:
Unique configuration contracts
: audio-visual communication systems uniquely configured (custom) or integrated for a customer's particular location and system configuration may include all or a combination of the following: engineering services, project management services, video display(s), control solution(s), installation and integration services, scoring and messaging equipment, training, other on-site services, spare parts, software licenses, and assurance-type warranties.
We account for these types of contracts as a combined single performance obligation with no segmentation between types of products and services. In our judgment, this accounting treatment is most appropriate because the substantial part of our promise to customers is to provide significant integration services and incorporate individual goods and services into a combined output or system. Often times, the system is customized or significantly modified to the customer's desired configurations and location, and the interrelated goods and services provide utility to the customer as a package.
Revenue for uniquely configured (custom) or integrated systems is recognized over time using the cost incurred input method. Over time revenue recognition is appropriate because we have no alternative use for the uniquely configured system and have an enforceable right to payment for work performed. The cost incurred input method measures cost incurred to date compared to estimated total costs for each contract. This method is the most faithful depiction of our performance because it measures the value of the contract transferred to the customer. Costs to perform include direct and indirect costs for contract design, production, integration, installation, and assurance-type warranty reserve. Direct costs include material and components; manufacturing, project management and engineering labor; and subcontracting expenses. Indirect costs include allocated charges for such items as facilities and equipment depreciation and general overhead. Provisions of estimated losses on uncompleted contracts are made in the period when such losses are capable of being estimated.
Contract modifications to existing contracts with customers are evaluated in accordance with the five-step revenue model. We treat contract modifications as a separate contract and new performance obligations when the additional goods or services are distinct and do not add to the unique configuration or are outside the integrated system and when the consideration reflects standalone selling prices. If the additional goods or services offered under the modification enhance the uniquely configured or integrated systems, revenue is allocated to the existing contracts' performance obligation. Modifications may cause changes in the timing of revenue recognition depending on the allocation to various performance obligations.
The time between contract order and project completion is typically less than 12 months but may extend longer depending on the amount of custom work and customers’ delivery needs.
Limited configuration (standard systems) and after-sale parts contracts
: Limited configured (standard systems) or after-sale parts contracts with limited or no configuration or limited integration are recognized as distinct individual performance obligations when material. When not distinct, we combine into one performance obligation the goods and/or services with each other until the bundle of goods or services are distinct. For standard display purchases made in large quantities, we account for each piece of equipment separately as a distinct performance obligation from which a customer derives benefit. Immaterial goods or services in the context of the contract are included with the display system performance obligation. Standard systems and equipment with limited configurations or integrations may include all or a combination (when immaterial) of the following performance obligations: engineering services, project management services, video display(s), control solution(s), installation and integration services, scoring, messaging and audio equipment, training, spare parts, software licenses, assurance-type warranties, and after-sale parts.
Revenue is recognized at a point in time when control passes, or over time as services are performed. When fulfilling limited configuration performance obligations, we are typically able to redirect the video displays or scoring, messaging, or audio equipment to another customer without incurring significant economic losses. Therefore, we have an alternative use for the performance obligation and recognize revenue upon our substantial completion and at the point in time we estimate control has transferred to the customer. When limited configured single performance obligations are more service-type (i.e., installation and integration services), we recognize revenue over time using the cost-to-cost input method, which is the most faithful depiction of the customer obtaining control and benefits from the work performed.
Services and other
: Services sold on a stand-alone basis or after the initial system sale include performance obligations such as event support, control room design, on-site training, equipment service, service-type warranties, technical support, software sold as a service, and other immaterial revenue streams. These are contracted with a customer generally per service event or service type on a stand-alone basis. Services and other are recognized as net sales when the services are performed, and control is transferred to the customer at a point in time when title or control passes or over time as services are performed and for time-based "stand ready to perform" type obligations. We use professional judgment to determine control transfer. If we have the right to consideration from a customer that directly corresponds with the value of our performance (where we bill a fixed amount for each hour of service provided), we recognize revenue related to the work completed.
Software:
Revenues from software license fees on sales, other than uniquely configured type contracts, are recognized when delivery of the product has occurred. Subscription-based licenses include the right for a customer to use our licenses and receive related support for a specified term, and revenue is recognized pro-rata over the term of the engagement.
Shipping and handling costs:
Shipping and handling costs collected from our customers in connection with our sales are recorded as revenue. We record shipping and handling costs as a component of cost of sales at the time the product is shipped.
Warranty:
We offer a standard parts coverage warranty for periods varying from
one
to
five
years for most of our products. We also offer additional types of warranties to include on-site labor, routine maintenance and event support. In addition, the terms of warranties on some installations can vary from
one
to
10
years. The specific terms and conditions of these warranties vary primarily depending on the type of product sold. We estimate the costs which may be incurred under the contractual warranty obligations (assurance type warranty) and record a liability in the amount of such estimated costs at the time the revenue is recognized. Factors affecting our estimate of the cost of our warranty obligations include historical experience and expectations of future conditions. We continually assess the adequacy of our recorded warranty accruals and, to the extent we experience any changes in warranty claim activity or costs associated with servicing those claims, our accrued warranty obligation is adjusted accordingly. For service-type warranty contracts, we allocate revenue to this performance obligation and recognize the revenue over time and recognize costs as incurred.
Long-term receivables and advertising rights:
We occasionally sell and install our products at facilities in exchange for the rights to sell or to retain future advertising revenues. For these transactions, we recognize revenue equal to the amount of the present value of the future advertising payments if enough advertising is sold to obtain normal margins on the contract, and we record the related receivable in long-term receivables. We recognize imputed interest as earned.
Property and equipment
: In accordance with ASC 360,
Property, Plant, and Equipment,
property and equipment are stated at cost and depreciated principally on the straight-line method over the following estimated useful lives:
|
|
|
|
Years
|
Buildings and improvements
|
5 - 40
|
Machinery and equipment
|
5 - 7
|
Office furniture and equipment
|
3 - 5
|
Computer software and hardware
|
3 - 5
|
Equipment held for rental
|
2 - 7
|
Demonstration equipment
|
3 - 5
|
Transportation equipment
|
5 - 7
|
Leasehold improvements are depreciated over the lesser of the useful life of the asset or the term of the lease.
Property and equipment held for sale:
In accordance with ASC 360,
Property, Plant, and Equipment,
property and equipment held for sale are reported separately when we have a plan to dispose of the asset by sale, it is probable we will find a buyer in the near future, and a change in plan is unlikely. The value is stated at the lower of carrying value or fair value, and no depreciation is charged.
Impairment of Long-Lived Assets
: In accordance with ASC 360,
Property, Plant, and Equipment
, we assess long-lived tangible assets and definite-lived intangible assets for impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable.
When evaluating long-lived assets for potential impairment, we first compare the carrying value of the asset to the asset's estimated future cash flows (undiscounted and without interest charges). If the estimated future cash flows are less than the carrying value of the asset, we calculate an impairment loss. The impairment loss calculation compares the carrying value of the asset to the asset's estimated fair value. We recognize an impairment loss if the amount of the asset's carrying value exceeds the asset's estimated fair value. If we recognize an impairment loss, the adjusted carrying amount of the asset becomes its new cost basis. For a depreciable long-lived asset, the new cost basis will be depreciated (amortized) over the remaining useful life of that asset.
Our impairment loss calculations contain uncertainties because they require management to make assumptions and to apply judgment to estimate future cash flows and asset fair values, including forecasting useful lives of the assets and selecting the discount rate that reflects the risk inherent in future cash flows.
During fiscal 2017, we recognized an impairment loss of
$830
on intangible assets related to a technology and customer list. No intangible asset impairment was recognized for fiscal 2019 or 2018. See "
Note 7. Goodwill and Intangible Assets
" for further information.
Goodwill and Other Intangible Assets
: We account for goodwill and other intangible assets with indefinite lives in accordance with ASC 350,
Goodwill and Other.
Under these provisions, goodwill is not amortized but is tested for impairment on at least an annual basis. Impairment testing is required more often than annually if an event or circumstance indicates an impairment or a decline in value may have occurred. Such circumstances could include, but are not limited to, a worsening trend of orders and sales without a corresponding way to preserve future cash flows or a significant decline in our stock price. In conducting our impairment testing, we compare the fair value of each of our business units (reporting unit) to the related carrying value. If the fair value of a reporting unit exceeds its carrying value, goodwill is not impaired. If the carrying value of a reporting unit exceeds its fair value, an impairment loss is measured and recognized.
We utilize an income approach to estimate the fair value of each reporting unit. We selected this method because we believe it most appropriately measures our income producing assets. We considered using the market approach and cost approach, but concluded they were not appropriate in valuing our reporting units given the lack of relevant and available market comparisons. The income approach is based on the projected cash flows, which are discounted to their present value using discount rates which consider the timing and risk of the forecasted cash flows. We believe that this approach is appropriate because it provides a fair value estimate based upon the reporting unit's expected long-term operating cash performance. This approach also mitigates the impact of the cyclical trends occurring in the industry. Fair value is estimated using internally-developed forecasts and assumptions. The discount rate used is the average estimated value of a market participant’s cost of capital and debt, derived using customary market metrics. Other significant assumptions include terminal value margin rates, future capital expenditures, and changes in future working capital requirements. We also compare and reconcile our overall fair value to our market capitalization. Although there are inherent uncertainties related to the assumptions used and to our application of these assumptions to this analysis, we believe the income approach provides a reasonable estimate of the fair value of our reporting units. The foregoing assumptions to a large degree were consistent with our long-term performance, with limited exceptions. We believe our future investments for capital expenditures as a percent of revenue will remain similar to the historical rates as a percentage of sales in future years. Our investments are expected to relate to equipment replacements and new product line
manufacturing equipment needs, and to keep our information technology infrastructure robust. These assumptions could deviate materially from actual results.
Software costs to be sold, leased, or marketed:
We follow the provisions of ASC 985,
Software
, which states software development costs are expensed as incurred until technological feasibility has been established. At such time, such costs are capitalized until the product is made available for release to customers. Additionally, costs incurred after release to customers are expensed as research and development expenses. As of
April 27, 2019
and
April 28, 2018
, capitalized software to be sold, leased, or otherwise marketed had a net book value of
$2,523
and
$869
, respectively.
Foreign currency translation
: We follow the provisions of ASC 830,
Foreign Currency Matters.
Our foreign subsidiaries use the local currency of their respective countries as their functional currency. The assets and liabilities of foreign operations are generally translated at the exchange rates in effect at the balance sheet date. The operating results of foreign operations are translated at weighted average exchange rates. The related translation gains or losses are reported as a separate component of shareholders’ equity in
accumulated other comprehensive loss
.
Income taxes
: We account for income taxes in accordance with ASC 740,
Income Taxes
. We record a tax provision for anticipated tax consequences of the reported results of operations. Deferred tax assets and liabilities are measured using currently enacted tax rates and statutory tax rates applicable to the years in which we expect these temporary differences will affect taxable income. These assets and liabilities are analyzed regularly, and we assess the likelihood that deferred tax assets will be recoverable from future taxable income. When necessary, a valuation allowance is established if it is more likely than not the deferred tax asset will not be realized. We report the net deferred tax asset and liability as a long-term asset or liability. Net deferred assets or liabilities are calculated by combining based on their jurisdiction.
In addition, because we operate in multiple income tax jurisdictions both within the United States and internationally, the calculation of tax liabilities involves significant judgment in estimating the impact of uncertainties in the application of complex tax laws. Resolution of these uncertainties in a manner inconsistent with our expectations could have a material impact on our financial condition and operating results. See "
Note 14. Income Taxes
" for further information.
Comprehensive (loss) income
: We follow the provisions of ASC 220,
Reporting Comprehensive Income
, which establishes standards for reporting and displaying comprehensive income and its components, and disclose these components in the consolidated statements of comprehensive income.
Comprehensive (loss) income
reflects the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. For us, comprehensive income represents net income adjusted for cumulative foreign currency translation adjustments and unrealized gains and losses on available-for-sale securities. The foreign currency translation adjustment included in the comprehensive income calculation has not been tax affected, as the investments in foreign affiliates are deemed to be permanent.
Product design and development
: We follow the provisions of ASC 730,
Research and Development
, which states all expenses related to product design and development are charged to operations as incurred. Our product design and development activities include the enhancement of existing products and technologies and the development of new products and technologies.
Advertising costs
: In accordance with ASC 720-35,
Advertising Costs
, we expense advertising costs as incurred. Advertising expenses were
$2,969
,
$2,855
and
$2,125
for the fiscal years
2019
,
2018
and
2017
, respectively.
Earnings per share (“EPS”)
: We follow the provisions of ASC 260,
Earnings Per Share,
where basic EPS is computed by dividing income attributable to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution which may occur if securities or other obligations to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock which share in our earnings.
The following is a reconciliation of the net (loss) income and common share amounts used in the calculation of basic and diluted EPS for the fiscal years ended
April 27, 2019
,
April 28, 2018
and
April 29, 2017
:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income
|
|
Shares
|
|
Per share (loss) income
|
For the year ended April 27, 2019:
|
|
|
|
|
|
Basic loss per share
|
$
|
(958
|
)
|
|
44,926
|
|
|
$
|
(0.02
|
)
|
Dilution associated with stock compensation plans
|
—
|
|
|
—
|
|
|
—
|
|
Diluted loss per share
|
$
|
(958
|
)
|
|
44,926
|
|
|
$
|
(0.02
|
)
|
For the year ended April 28, 2018:
|
|
|
|
|
|
|
|
Basic earnings per share
|
$
|
5,562
|
|
|
44,457
|
|
|
$
|
0.13
|
|
Dilution associated with stock compensation plans
|
—
|
|
|
416
|
|
|
(0.01
|
)
|
Diluted earnings per share
|
$
|
5,562
|
|
|
44,873
|
|
|
$
|
0.12
|
|
For the year ended April 29, 2017:
|
|
|
|
|
|
|
|
Basic earnings per share
|
$
|
10,342
|
|
|
44,114
|
|
|
$
|
0.23
|
|
Dilution associated with stock compensation plans
|
—
|
|
|
189
|
|
|
—
|
|
Diluted earnings per share
|
$
|
10,342
|
|
|
44,303
|
|
|
$
|
0.23
|
|
Options outstanding to purchase
2,304
,
1,548
and
2,112
shares of common stock with a weighted average exercise price of
$9.99
,
$11.69
and
$13.30
for the fiscal years ended
April 27, 2019
,
April 28, 2018
and
April 29, 2017
, respectively, were not included in the computation of diluted earnings per share because the effects would be anti-dilutive.
Share-based compensation
: We account for share-based compensation in accordance with ASC 718,
Compensation-Stock Compensation.
Under the fair value recognition provisions of ASC 718, we measure share-based compensation cost at the grant date based on the fair value of the award and recognize the compensation expense over the requisite service period, which is the vesting period. See "
Note 12. Shareholders’ Equity and Share-Based Compensation
" for additional information and the assumptions we use to calculate the fair value of share-based employee compensation.
Recent Accounting Pronouncements
Accounting Standards Adopted
In October 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-16,
Income Taxes (Topic 740) Intra-Entity Transfers of Assets Other than Inventory
, which is intended to improve the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. Current GAAP prohibits the recognition of current and deferred income taxes for an intra-entity asset transfer until the asset has been sold to an outside party, which is an exception to the principle of comprehensive recognition of current and deferred income taxes in GAAP. This update eliminates the exception by requiring entities to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. We adopted ASU 2016-16 during the first quarter of fiscal 2019. The adoption of ASU 2016-16 did not have an impact on our consolidated financial statements.
In May 2014, the FASB issued ASU 2014-09,
Revenue from Contracts with Customers (Topic 606)
. Subsequently, the FASB also issued ASUs 2016-08, 2016-10, 2016-12, and 2016-20 to give further guidance to revenue recognition matters. ASU 2014-09 and related guidance supersedes revenue recognition requirements under FASB ASC Topic 605 and related industry specific revenue recognition guidance. This new standard defines a comprehensive revenue recognition model, requiring a company to recognize revenue from the transfer of goods or services to customers in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. It defines a five-step process to achieve this core principle that allows companies to use more judgment and make more estimates than under current guidance. In addition, it requires additional disclosures about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts and provides guidance on transition requirements.
We adopted ASU 2014-09 and its related guidance under the modified retrospective method during the first quarter of fiscal 2019 by applying the guidance to all open contracts at the adoption date. The adoption did not materially change the timing or amount of revenue recognized, primarily based upon our assessment of "point in time" and "over time" revenue recognition. No adjustment to beginning retained earnings was recorded, and we have made additional disclosures related to revenue from contracts with customers as required by the new standard upon adoption. See "
Note 2. Revenue Recognition
" for more information.
Accounting Standards Not Yet Adopted
In February 2018, the FASB issued ASU 2018-02,
Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income
, which allows a reclassification from accumulated other
comprehensive income to retained earnings for stranded tax effects resulting from the newly enacted federal corporate income tax rate under the U.S. Tax Cuts and Jobs Act (the "Tax Act"). ASU 2018-02 is effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted that can be made on a prospective or retrospective basis. We plan to adopt this new standard in the first quarter of fiscal 2020. We have completed our evaluation under the new standard and have assessed that the adoption will not have a material impact on our consolidated financial statements and related disclosures.
In January 2017, the FASB issued ASU 2017-04,
Intangibles-Goodwill and Other (Topic 350)
, which simplifies the subsequent measurement of goodwill by removing the second step of the two-step impairment test. The amendment requires an entity to perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. A goodwill impairment will be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. ASU 2017-04 is effective for an entity's annual or any interim goodwill impairments tests in fiscal years beginning after December 15, 2019 and will require adoption on a prospective basis. We are currently evaluating the effect that adopting ASU 2017-04 will have on our consolidated financial statements and related disclosures.
In June 2016, the FASB issued ASU 2016-13,
Measurement of Credit Losses on Financial Instruments
, which provides guidance regarding the measurement and recognition of credit impairment for certain financial assets. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, with early adoption permitted, and will require adoption on a modified retrospective basis. We are currently evaluating the effect that adopting ASU 2016-13 will have on our consolidated financial statements and related disclosures.
In February 2016, the FASB issued ASU 2016-02,
Leases (Topic 842
), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (that is, lessees and lessors). ASU 2016-02 requires lessees to classify leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase of the leased asset by the lessee. This classification will determine whether the lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term greater than 12 months regardless of their classification. In July 2018, the FASB issued ASU 2018-10,
Codification Improvements to Topic 842 (Leases),
and ASU 2018-11,
Leases (Topic 842)
,
Targeted Improvements
, which provide (i.) narrow amendments to clarify how to apply certain aspects of the new lease standard; and (ii.) entities with an additional transition method to adopt the new standard. All ASUs identified in this paragraph are effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018, with early adoption permitted, and will require adoption on a modified retrospective basis.
We will adopt ASU 2016-02 and its related guidance during the first quarter of fiscal 2020. We will be adopting the "Comparatives Under 840 Option" approach to transition. Under this method, financial information related to periods prior to adoption will be as originally reported under the current standard - Accounting Standards ("ASC") 840,
Leases
. We have completed our evaluation under the new standard and assessed that we will adopt the package of practical expedients and not change historical conclusions related to (1) contracts that contain leases, (2) existing lease classification, and (3) initial direct costs. Based on our current estimates, we expect to recognize right of use assets and lessee lease liabilities of approximately
$7,134
with respect to operating leases.
Note 2. Revenue Recognition
Disaggregation of revenue
In accordance with ASC 606-10-50, we disaggregate revenue from contracts with customers by the type of performance obligation and the timing of revenue recognition. We determine that disaggregating revenue in these categories achieves the disclosure objective to depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors and to enable users of financial statements to understand the relationship to each reportable segment. As noted in the segment information footnote, we are organized in five business segments: Commercial, Live Events, High School Park and Recreation, Transportation, and International.
The following table presents our disaggregation of revenue by segments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year 2019
|
|
Commercial
|
|
Live Events
|
|
High School Park and Recreation
|
|
Transportation
|
|
International
|
|
Total
|
Type of performance obligation
|
|
|
|
|
|
|
|
|
|
|
|
Unique configuration
|
$
|
25,171
|
|
|
$
|
119,569
|
|
|
$
|
21,792
|
|
|
$
|
38,490
|
|
|
$
|
44,989
|
|
|
$
|
250,011
|
|
Limited configuration
|
108,921
|
|
|
30,107
|
|
|
66,825
|
|
|
23,799
|
|
|
42,134
|
|
|
271,786
|
|
Service and other
|
14,741
|
|
|
21,276
|
|
|
2,570
|
|
|
2,102
|
|
|
7,218
|
|
|
47,907
|
|
|
$
|
148,833
|
|
|
$
|
170,952
|
|
|
$
|
91,187
|
|
|
$
|
64,391
|
|
|
$
|
94,341
|
|
|
$
|
569,704
|
|
Timing of revenue recognition
|
|
|
|
|
|
|
|
|
|
|
|
Goods/services transferred at a point in time
|
$
|
111,617
|
|
|
$
|
35,313
|
|
|
$
|
60,763
|
|
|
$
|
24,500
|
|
|
$
|
44,758
|
|
|
$
|
276,951
|
|
Goods/services transferred over time
|
37,216
|
|
|
135,639
|
|
|
30,424
|
|
|
39,891
|
|
|
49,583
|
|
|
292,753
|
|
|
$
|
148,833
|
|
|
$
|
170,952
|
|
|
$
|
91,187
|
|
|
$
|
64,391
|
|
|
$
|
94,341
|
|
|
$
|
569,704
|
|
See "
Note 3. Segment Reporting
" for a disaggregation of revenue by geography.
Contract balances
Contract assets represent revenue recognized in excess of amounts billed and include unbilled receivables. Unbilled receivables, which represent an unconditional right to payment subject only to the passage of time, are reclassified to accounts receivable when they are billed under the contract terms. Contract liabilities represent amounts billed to the clients in excess of revenue recognized to date.
The following table reflects the changes in our contract assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April 27, 2019
|
|
April 28, 2018
|
|
Dollar Change
|
|
Percent Change
|
Contract assets
|
$
|
33,704
|
|
|
$
|
30,968
|
|
|
$
|
2,736
|
|
|
8.8
|
%
|
Contract liabilities - current
|
47,178
|
|
|
39,379
|
|
|
7,799
|
|
|
19.8
|
|
Contract liabilities - noncurrent
|
10,053
|
|
|
7,475
|
|
|
2,578
|
|
|
34.5
|
|
The changes in our contract assets and contract liabilities from
April 28, 2018
to
April 27, 2019
were due to the timing of billing schedules and revenue recognition, which can vary significantly depending on the contractual payment terms and the seasonality of the sports markets. We had no material impairments of contract assets for
fiscal 2019
.
As of
April 27, 2019
and
April 28, 2018
, we had
six
and
two
contracts in progress that were identified as loss contracts, for which we recorded a provision for losses of
$2,353
and
$30
, respectively. These were included in the "Accrued expenses" line item in our consolidated balance sheets.
During
fiscal 2019
, we recognized revenue of
$35,676
related to our contract liabilities as of
April 28, 2018
.
Remaining performance obligations
As of
April 27, 2019
, the aggregate amount of the transaction price allocated to the remaining performance obligations was
$257,037
. We expect approximately
$223,139
of our remaining performance obligations to be recognized over the next
12
months, with the remainder recognized thereafter. Remaining performance obligations related to product and service agreements are
$202,209
and
$54,828
, respectively. Although remaining performance obligations reflect business that is considered to be legally binding, cancellations, deferrals or scope adjustments may occur. Any known project cancellations, revisions to project scope and cost, foreign currency exchange fluctuations and project deferrals are reflected or excluded in the remaining performance obligation balance, as appropriate.
Note 3. Segment Reporting
We organize and manage our business by
five
segments which meet the definition of reportable segments under ASC 280-10,
Segment Reporting
: Commercial, Live Events, High School Park and Recreation, Transportation, and International. These segments are based on the customer type or geography and are the same as our business units.
Our Commercial business unit primarily consists of sales of our integrated video display systems, digital billboards, Galaxy
®
and Fuelight
™
product lines, and dynamic messaging systems to resellers (primarily sign companies), out-of-home ("OOH") companies, national retailers, quick-serve restaurants, casinos, shopping centers, cruise ships, commercial building owners, and petroleum retailers. Our Live Events business unit primarily consists of sales of integrated scoring and video display systems to college and professional sports facilities and convention centers and sales of our mobile display technology to video rental organizations and other live events type venues. Our High School Park and Recreation business unit primarily consists of sales of scoring systems, Galaxy
®
displays and video display systems to primary and secondary education facilities and resellers (primarily sign companies). Our Transportation business unit primarily consists of sales of intelligent transportation system dynamic messaging signs for road management, mass transit, and aviation applications and other electronic signage for advertising and way-finding needs, which includes our Vanguard
®
and Galaxy
®
product lines and other intelligent transportation systems dynamic message signs, to governmental transportation departments, transportation industry contractors, airlines and other transportation related customers. Our International business unit consists of sales of all product lines outside the United States and Canada. In our International business unit, we focus on product lines related to integrated scoring and video display systems for sports and commercial applications, OOH advertising products, architectural lighting, and transportation related products for sale outside of the United States and Canada to the related type of company, including sports and commercial business facilities, OOH companies, and governmental transportation agencies.
We evaluate segment performance based on operating results through contribution margin, which is comprised of gross profit less selling expense. Gross profit is net sales less cost of sales. Cost of sales consists primarily of inventory and components, consumables, salaries, other employee-related costs, facilities-related costs for manufacturing locations, machinery and equipment maintenance and depreciation, site sub-contractors, warranty costs, enterprise resource and service management systems, inventory obsolescence and write-downs, inventory procurement and handling costs, and other manufacturing, installation, and service delivery expenses. Selling expenses consist primarily of salaries, other employee-related costs, travel and entertainment expenses, facilities-related costs for sales and service offices, bad debt expenses, third-party commissions and expenditures for marketing efforts, including the costs of collateral materials, conventions and trade shows, product demonstrations, customer relationship management systems, and supplies. Contribution margin excludes general and administration expense, product design and development expense, non-operating income and expense and income tax expense. Assets are not allocated to the segments. Depreciation and amortization are allocated to each segment based on various financial measures; however, some depreciation and amortization are corporate in nature and remain unallocated. Our segments follow the same accounting policies as those described in "
Note 1. Nature of Business and Summary of Significant Accounting Policies
." Some expenses or services are not directly allocable to a sale or segment or the resources and related expenses are shared across business segment areas. These expenses are allocated using estimates and allocation methodologies based on some financial measures and professional judgment. Shared or unabsorbed manufacturing costs are allocated to the business unit benefiting most from that manufacturing location's production capabilities. Shared or unabsorbed costs of domestic field sales and services infrastructure, including most field administrative staff, are allocated to the Commercial, Live Events, High School Park and Recreation, and Transportation business units based on cost of sales. Shared manufacturing, buildings and utilities, and procurement costs are allocated based on payroll dollars, square footage and various other financial measures in the segment analysis. Separate financial information is available and regularly evaluated by our chief operating decision-maker ("CODM"), who is our president and chief executive officer, in making resource allocation decisions for our segments.
We do not maintain information on sales by products; therefore, disclosure of such information is not practical.
The following table sets forth certain financial information for each of our five reporting segments for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
April 27,
2019
|
|
April 28,
2018
|
|
April 29,
2017
|
Net sales:
|
|
|
|
|
|
Commercial
|
$
|
148,833
|
|
|
$
|
134,535
|
|
|
$
|
148,073
|
|
Live Events
|
170,952
|
|
|
236,333
|
|
|
213,982
|
|
High School Park and Recreation
|
91,187
|
|
|
87,627
|
|
|
82,798
|
|
Transportation
|
64,391
|
|
|
59,578
|
|
|
52,426
|
|
International
|
94,341
|
|
|
92,457
|
|
|
89,260
|
|
|
569,704
|
|
|
610,530
|
|
|
586,539
|
|
|
|
|
|
|
|
Gross profit:
|
|
|
|
|
|
Commercial
|
31,785
|
|
|
26,665
|
|
|
36,514
|
|
Live Events
|
32,164
|
|
|
49,755
|
|
|
40,810
|
|
High School Park and Recreation
|
26,858
|
|
|
29,317
|
|
|
26,388
|
|
Transportation
|
22,525
|
|
|
21,247
|
|
|
18,027
|
|
International
|
16,962
|
|
|
18,685
|
|
|
18,676
|
|
|
130,294
|
|
|
145,669
|
|
|
140,415
|
|
|
|
|
|
|
|
Contribution margin: (1)
|
|
|
|
|
|
Commercial
|
13,218
|
|
|
7,986
|
|
|
18,046
|
|
Live Events
|
18,484
|
|
|
35,439
|
|
|
27,750
|
|
High School Park and Recreation
|
14,518
|
|
|
18,317
|
|
|
16,114
|
|
Transportation
|
18,260
|
|
|
17,048
|
|
|
13,465
|
|
International
|
1,166
|
|
|
4,119
|
|
|
3,353
|
|
|
65,646
|
|
|
82,909
|
|
|
78,728
|
|
|
|
|
|
|
|
Non-allocated operating expenses:
|
|
|
|
|
|
General and administrative
|
34,817
|
|
|
34,919
|
|
|
34,226
|
|
Product design and development
|
35,557
|
|
|
35,530
|
|
|
29,081
|
|
Operating (loss) income
|
(4,728
|
)
|
|
12,460
|
|
|
15,421
|
|
|
|
|
|
|
|
Nonoperating income (expense):
|
|
|
|
|
|
Interest income
|
1,031
|
|
|
723
|
|
|
751
|
|
Interest expense
|
(160
|
)
|
|
(217
|
)
|
|
(230
|
)
|
Other (expense) income, net
|
(1,087
|
)
|
|
(537
|
)
|
|
(354
|
)
|
|
|
|
|
|
|
(Loss) Income before income taxes
|
(4,944
|
)
|
|
12,429
|
|
|
15,588
|
|
Income tax (benefit) expense
|
(3,986
|
)
|
|
6,867
|
|
|
5,246
|
|
Net (loss) income
|
$
|
(958
|
)
|
|
$
|
5,562
|
|
|
$
|
10,342
|
|
|
|
|
|
|
|
Depreciation, amortization and impairment:
|
|
|
|
|
|
Commercial
|
$
|
4,795
|
|
|
$
|
6,199
|
|
|
$
|
6,337
|
|
Live Events
|
5,194
|
|
|
4,783
|
|
|
5,032
|
|
High School Park and Recreation
|
1,965
|
|
|
1,646
|
|
|
1,725
|
|
Transportation
|
1,102
|
|
|
1,138
|
|
|
1,267
|
|
International
|
2,829
|
|
|
1,163
|
|
|
2,317
|
|
Unallocated corporate depreciation
|
2,750
|
|
|
2,855
|
|
|
2,714
|
|
|
$
|
18,635
|
|
|
$
|
17,784
|
|
|
$
|
19,392
|
|
(1) Contribution margin consists of gross profit less selling expense.
No single geographic area comprises a material amount of our net sales or property and equipment, net of accumulated depreciation, other than the United States. The following table presents information about net sales and property and equipment, net of accumulated depreciation, in the United States and elsewhere:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
April 27,
2019
|
|
April 28,
2018
|
|
April 29,
2017
|
Net sales:
|
|
|
|
|
|
United States
|
$
|
460,099
|
|
|
$
|
501,646
|
|
|
$
|
485,044
|
|
Outside United States
|
109,605
|
|
|
108,884
|
|
|
101,495
|
|
|
$
|
569,704
|
|
|
$
|
610,530
|
|
|
$
|
586,539
|
|
Property and equipment, net of accumulated depreciation:
|
|
|
|
|
|
United States
|
$
|
59,192
|
|
|
$
|
61,206
|
|
|
$
|
62,425
|
|
Outside United States
|
6,122
|
|
|
6,853
|
|
|
4,324
|
|
|
$
|
65,314
|
|
|
$
|
68,059
|
|
|
$
|
66,749
|
|
We have numerous customers worldwide for sales of our products and services, and no customer accounted for 10% or more of net sales; therefore, we are not economically dependent on a limited number of customers for the sale of our products and services.
We have numerous raw material and component suppliers, and no supplier accounts for 10% or more of our cost of sales; however, we have a number of single-source suppliers that could limit our supply or cause delays in obtaining raw material and components needed in manufacturing.
Note 4. Marketable Securities
We have a cash management program which provides for the investment of cash balances not used in current operations. We classify our investments in marketable securities as available-for-sale in accordance with the provisions of ASC 320,
Investments – Debt and Equity Securities.
Marketable securities classified as available-for-sale are reported at fair value with unrealized gains or losses, net of tax, reported in
accumulated other comprehensive loss
in the consolidated balance sheets. As it relates to fixed income marketable securities, it is not likely we will be required to sell any of these investments before recovery of the entire amortized cost basis. In addition, as of
April 27, 2019
, we anticipate we will recover the entire amortized cost basis of such fixed income securities, and we have determined no other-than-temporary impairments associated with credit losses were required to be recognized. The cost of securities sold is based on the specific identification method. Where quoted market prices are not available, we use the market price of similar types of securities traded in the market to estimate fair value.
As of
April 27, 2019
and
April 28, 2018
, our available-for-sale securities consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortized Cost
|
|
Unrealized Losses
|
|
Fair Value
|
Balance as of April 27, 2019:
|
|
|
|
|
|
Certificates of deposit
|
$
|
3,464
|
|
|
$
|
—
|
|
|
$
|
3,464
|
|
U.S. Government securities
|
10,779
|
|
|
(5
|
)
|
|
10,774
|
|
U.S. Government sponsored entities
|
10,510
|
|
|
(28
|
)
|
|
10,482
|
|
Municipal bonds
|
1,626
|
|
|
(2
|
)
|
|
1,624
|
|
|
$
|
26,379
|
|
|
$
|
(35
|
)
|
|
$
|
26,344
|
|
Balance as of April 28, 2018:
|
|
|
|
|
|
|
|
|
Certificates of deposit
|
$
|
8,669
|
|
|
$
|
—
|
|
|
$
|
8,669
|
|
U.S. Government securities
|
999
|
|
|
(7
|
)
|
|
992
|
|
U.S. Government sponsored entities
|
20,072
|
|
|
(123
|
)
|
|
19,949
|
|
Municipal bonds
|
4,936
|
|
|
(24
|
)
|
|
4,912
|
|
|
$
|
34,676
|
|
|
$
|
(154
|
)
|
|
$
|
34,522
|
|
Realized gains or losses on investments are recorded in our consolidated statements of operations as "
Other (expense) income, net
." Upon the sale of a security classified as available-for-sale, the security’s specific unrealized gain (loss) is reclassified out of
accumulated other comprehensive loss
into earnings based on the specific identification method. In the fiscal years ended
April 27, 2019
and
April 28, 2018
, the reclassifications from
accumulated other comprehensive loss
to net earnings were immaterial.
All available-for-sale securities are classified as current assets, as they are readily available to support our current operating needs. The contractual maturities of available-for-sale debt securities as of
April 27, 2019
were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than 12 months
|
|
1-5 Years
|
|
Total
|
Certificates of deposit
|
$
|
2,234
|
|
|
$
|
1,230
|
|
|
$
|
3,464
|
|
U.S. Government securities
|
10,774
|
|
|
—
|
|
|
10,774
|
|
U.S. Government sponsored entities
|
7,245
|
|
|
3,237
|
|
|
10,482
|
|
Municipal bonds
|
1,624
|
|
|
—
|
|
|
1,624
|
|
|
$
|
21,877
|
|
|
$
|
4,467
|
|
|
$
|
26,344
|
|
Note 5. Business Combination
AJT Systems, Inc. Acquisition
We acquired the net assets of AJT Systems, Inc. ("AJT"), a Florida-based company, on June 21, 2018. The results of its operations have been included in our consolidated financial statements since the date of acquisition. We have not made pro forma disclosures about our acquisition of AJT because the results of its operations are not material to our consolidated financial statements.
AJT is a developer of real-time live to air graphics rendering and video server systems for the broadcast TV industry. This acquisition will allow our organization to grow and strengthen our solution offerings to the market. This acquisition was primarily funded with cash on hand and with payments made over a three-year time frame.
Note 6. Sale of Non-Digital Division Assets
During fiscal 2018, we sold our non-digital division assets, primarily consisting of inventory, non-digital manufacturing equipment, patented and unpatented technology and know-how, customer lists, and backlog, net of warranty obligations and accounts payable with a net book value of
$517
. We recorded a gain of
$1,267
on the disposal, which is included in cost of sales in the International business unit during fiscal 2018.
During fiscal 2017, we chose to transition out of the non-digital market in our International business unit. At that time, we identified certain related technology and customer lists with carrying values deemed to not be recoverable, and we recognized an impairment loss of
$830
. This was included in cost of sales and selling expense in the consolidated statement of operations during fiscal 2017 in the International business unit. The impairment loss was calculated based on expected future cash flows using Level 3 inputs. The Level 3 inputs included weighted average estimated future cash flows from non-digital product sales and estimated selling value of non-digital intellectual property.
Note 7. Goodwill and Intangible Assets
We account for goodwill and intangible assets in accordance with ASC 350,
Goodwill and Other Intangible Assets.
Goodwill
The changes in the carrying amount of goodwill related to each reportable segment for the fiscal year ended
April 27, 2019
were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Live Events
|
|
Commercial
|
|
Transportation
|
|
International
|
|
Total
|
Balance as of April 28, 2018:
|
$
|
2,295
|
|
|
$
|
3,344
|
|
|
$
|
67
|
|
|
$
|
2,558
|
|
|
$
|
8,264
|
|
Foreign currency translation
|
(19
|
)
|
|
(126
|
)
|
|
(18
|
)
|
|
(212
|
)
|
|
(375
|
)
|
Balance as of April 27, 2019:
|
$
|
2,276
|
|
|
$
|
3,218
|
|
|
$
|
49
|
|
|
$
|
2,346
|
|
|
$
|
7,889
|
|
We perform an analysis of goodwill on an annual basis, and it is tested for impairment more frequently if events or changes in circumstances indicate that an asset might be impaired. We perform our annual analysis during our third quarter of each fiscal year, based on the goodwill amount as of the first business day of our third fiscal quarter.
In conducting our impairment testing, we compare the fair value of each of our business units to the related carrying value of the allocated assets. We utilize the income approach based on discounted projected cash flows to estimate the fair value of each unit. The projected cash flows use many estimates including market conditions, expected market demand and our ability to grow or maintain market share,
gross profit, and expected expenditures for capital and operating expenses. Assets shared or not directly attributed to a reportable segment's activities are allocated to the reportable segment based on sales and other measures.
We performed our annual impairment test and concluded no goodwill impairment existed for fiscal years
2019
,
2018
, and
2017
.
Intangible Assets
The following table summarizes intangible assets, net, as of
April 27, 2019
and
April 28, 2018
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April 27, 2019
|
|
Weighted Average Life (in years)
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
Registered trademarks
|
19.5
|
|
$
|
679
|
|
|
$
|
148
|
|
|
$
|
531
|
|
Software
|
3.0
|
|
6,330
|
|
|
3,807
|
|
|
2,523
|
|
Customer relationships
|
10.0
|
|
2,720
|
|
|
888
|
|
|
1,832
|
|
Other
|
1.4
|
|
123
|
|
|
103
|
|
|
20
|
|
Total amortized intangible assets
|
6.0
|
|
$
|
9,852
|
|
|
$
|
4,946
|
|
|
$
|
4,906
|
|
|
|
|
|
|
|
|
|
|
April 28, 2018
|
|
Weighted Average Life (in years)
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
Registered trademarks
|
20.0
|
|
$
|
709
|
|
|
$
|
118
|
|
|
$
|
591
|
|
Software
|
3.0
|
|
2,978
|
|
|
2,109
|
|
|
869
|
|
Customer relationships
|
10.0
|
|
2,859
|
|
|
637
|
|
|
2,222
|
|
Other
|
1.0
|
|
100
|
|
|
100
|
|
|
—
|
|
Total amortized intangible assets
|
7.8
|
|
$
|
6,646
|
|
|
$
|
2,964
|
|
|
$
|
3,682
|
|
In the fiscal years
2019
,
2018
, and
2017
, amortization expense including impairment related to intangible assets was
$2,157
,
$1,330
, and
$2,546
, respectively. Amortization expenses are included primarily in product design and development and selling expense in the consolidated statement of operations.
As of
April 27, 2019
, amortization expenses for future periods were estimated to be as follows:
|
|
|
|
|
|
Fiscal years ending
|
|
Amount
|
2020
|
|
$
|
1,495
|
|
2021
|
|
1,492
|
|
2022
|
|
485
|
|
2023
|
|
288
|
|
2024
|
|
287
|
|
Thereafter
|
|
859
|
|
Total expected amortization expense
|
|
$
|
4,906
|
|
Note 8. Selected Financial Statement Data
Inventories consisted of the following:
|
|
|
|
|
|
|
|
|
|
April 27,
2019
|
|
April 28,
2018
|
Raw materials
|
$
|
30,789
|
|
|
$
|
30,570
|
|
Work-in-process
|
8,239
|
|
|
8,645
|
|
Finished goods
|
39,804
|
|
|
36,120
|
|
|
$
|
78,832
|
|
|
$
|
75,335
|
|
Property and equipment, net
consisted of the following:
|
|
|
|
|
|
|
|
|
|
April 27,
2019
|
|
April 28,
2018
|
Land
|
$
|
1,738
|
|
|
$
|
2,161
|
|
Buildings
|
66,403
|
|
|
67,773
|
|
Machinery and equipment
|
96,486
|
|
|
93,439
|
|
Office furniture and equipment
|
6,195
|
|
|
5,878
|
|
Computer software and hardware
|
55,460
|
|
|
53,004
|
|
Equipment held for rental
|
287
|
|
|
287
|
|
Demonstration equipment
|
7,422
|
|
|
7,035
|
|
Transportation equipment
|
7,715
|
|
|
7,632
|
|
|
241,706
|
|
|
237,209
|
|
Less accumulated depreciation
|
176,392
|
|
|
169,150
|
|
|
$
|
65,314
|
|
|
$
|
68,059
|
|
Our depreciation expense was
$16,564
,
$16,273
, and
$16,732
for the fiscal years
2019
,
2018
, and
2017
, respectively.
In the fiscal years
2019
,
2018
, and
2017
, the pretax impairment charges for property and equipment were immaterial.
Accrued expenses consisted of the following:
|
|
|
|
|
|
|
|
|
|
April 27,
2019
|
|
April 28,
2018
|
Compensation
|
$
|
12,766
|
|
|
$
|
12,841
|
|
Taxes, other than income taxes
|
2,685
|
|
|
2,907
|
|
Accrued employee benefits
|
3,046
|
|
|
2,829
|
|
Short-term accrued expenses
|
8,520
|
|
|
6,437
|
|
Claims liabilities
|
2,685
|
|
|
2,711
|
|
Acquisition-related contingency consideration
|
2,359
|
|
|
808
|
|
|
$
|
32,061
|
|
|
$
|
28,533
|
|
Other (expense) income, net
consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
April 27,
2019
|
|
April 28,
2018
|
|
April 29,
2017
|
Foreign currency transaction (losses) gains
|
$
|
(262
|
)
|
|
$
|
29
|
|
|
$
|
(331
|
)
|
Equity in losses of affiliates
|
(844
|
)
|
|
(481
|
)
|
|
(136
|
)
|
Other
|
19
|
|
|
(85
|
)
|
|
113
|
|
|
$
|
(1,087
|
)
|
|
$
|
(537
|
)
|
|
$
|
(354
|
)
|
Note 9. Receivables
We invoice customers based on a billing schedule as established in our contracts. We sometimes have the ability to file a contractor’s lien against the product installed as collateral and to file claims against surety bonds to protect our interest in receivables. Foreign sales are at times secured by irrevocable letters of credit or bank guarantees. Accounts receivable are reported net of an allowance for doubtful accounts of
$2,208
and
$2,151
at
April 27, 2019
and
April 28, 2018
, respectively. Included in accounts receivable as of
April 27, 2019
and
April 28, 2018
was
$440
and
$964
, respectively, of retainage on construction-type contracts, all of which is expected to be collected within one year.
In some contracts with customers, we agreed to installment payments exceeding 12 months. The present value of these contracts and leases are recorded as a receivable as the revenue is recognized in accordance with GAAP, and profit is recognized to the extent the present value is in excess of cost. We generally retain a security interest in the equipment or in the cash flow generated by the equipment until the contract is paid. The present value of long-term contracts and lease receivables, including accrued interest and current maturities, was
$3,514
and
$3,393
as of
April 27, 2019
and
April 28, 2018
, respectively. Contract and lease receivables bearing annual interest rates of
4.8
to
9.0
percent are due in varying annual installments through
August 2024
. The face amount of long-term receivables was
$3,271
as of
April 27, 2019
and
$3,733
as of
April 28, 2018
.
Note 10. Financing Agreements
On November 15, 2016, we entered into a credit agreement and a related revolving note with a U.S. bank. The agreement and note have a maturity date of November 15, 2019. The revolving amount of the agreement and note is
$35,000
, including up to
$15,000
for commercial and standby letters of credit. The interest rate ranges from the London Interbank Offered Rate ("LIBOR") plus
145
basis points to LIBOR plus
195
basis points depending on the ratio of our interest-bearing debt to EBITDA. EBITDA is defined as net income before deductions for interest expense, income taxes, depreciation and amortization, all as determined in accordance with GAAP. The effective interest rate was
3.9 percent
at
April 27, 2019
. We are assessed a loan fee equal to
0.125
percent per annum on any unused portion of the loan. As of
April 27, 2019
, there were no advances to us under the loan portion of the line of credit, and the balance of letters of credit outstanding was approximately
$9,797
.
The credit agreement is unsecured and requires us to be in compliance with the following financial ratios:
|
|
•
|
A minimum fixed charge coverage ratio of at least 2 to 1 at the end of any fiscal year. The ratio is equal to (a) EBITDA minus the sum of dividends or other distributions (unless the bank approves), share repurchases, a maintenance capital expenditure reserve in the amount of
$6,000
, and income tax to (b) all principal and interest payments with respect to indebtedness, excluding principal payments on the line of credit; and
|
|
|
•
|
A ratio of funded debt, excluding any marketing obligations, to EBITDA of less than 1 to 1 at the end of any fiscal quarter.
|
On November 15, 2016, we entered into an amended and restated loan agreement and a continuing and unlimited guaranty agreement with another U.S. bank which supports our credit needs outside of the United States. The loan and guaranty have a maturity date of November 15, 2019. The revolving amount of the loan is
$20,000
. We intend to use the borrowings under the agreement to support credit needs for general corporate purposes outside the United States. This credit agreement is unsecured. It contains the same covenants as the credit agreement on the line of credit and contains an inter creditor agreement whereby the debt has a cross default provision with the primary credit agreement. Total credit allowed between the two credit agreements is limited to
$55,000
. The interest rate is equal to LIBOR plus
1.5 percent
. As of
April 27, 2019
, there were no advances outstanding under the loan agreement and approximately
$3,496
in bank guarantees under this line of credit.
We expect to enter into a new credit facility, loan agreement, and guaranty agreement prior to our current agreements expiring in November 2019.
Note 11. Share Repurchase Program
On
June 17, 2016
, our Board of Directors approved a stock repurchase program under which we may purchase up to
$40,000
of the Company's outstanding shares of common stock. Under this program, we may repurchase shares from time to time in open market transactions and in privately negotiated transactions based on business, market, applicable legal requirements and other considerations. The repurchase program does not require the repurchase of a specific number of shares and may be terminated at any time. During fiscal 2018 and 2019, we had no repurchases of shares of our outstanding common stock. During fiscal 2017, we repurchased
284
shares of common stock at a total cost of
$1,825
. As of
April 27, 2019
, we had
$38,175
of remaining capacity under our current share repurchase program.
Note 12. Shareholders’ Equity and Share-Based Compensation
Common stock
: Our
120,000
authorized shares consist of
115,000
shares of common stock and
5,000
shares of “undesignated stock.” Our Board of Directors has the power to authorize and issue any or all of the shares of undesignated stock without shareholder approval, including the authority to establish the rights and preferences of the undesignated stock.
Each outstanding share of our common stock includes
one
preferred share purchase right. Each right entitles the registered holder to purchase from us one one-thousandth of one share of our Series A Junior Participating Preferred Stock at an initial exercise price of
$25
per right, subject to adjustment and the terms of the shareholder rights agreement under which the dividend was declared and paid. The rights become exercisable immediately after the earlier of (i.)
10
business days following a public announcement that a person or group has acquired beneficial ownership of
20 percent
or more of our outstanding common shares (subject to certain exclusions) or (ii.)
10
business days following the commencement or announcement of an intention to make a tender offer or exchange offer for our common shares, the consummation of which would result in the beneficial ownership by a person or group of
20 percent
or more of our outstanding common shares. The rights expire on November 19, 2021, which date may be extended by our Board of Directors subject to certain additional conditions.
Stock incentive plans
: During fiscal 2016, we established the 2015 Stock Incentive Plan (“2015 Plan”) and ceased granting options under the 2007 Stock Incentive Plan ("2007 Plan"). The 2015 Plan provides for the issuance of stock-based awards, including stock options, restricted stock, restricted stock units and deferred stock, to employees, directors and consultants. Stock options issued to employees under the plans generally have a
10
-year life, an exercise price equal to the fair market value on the grant date and a
five
-year annual
vesting period. Stock options granted to independent directors under these plans have a
seven
-year life and an exercise price equal to the fair market value on the date of grant. Stock options granted to independent directors vest in
one
year, provided that the directors remain on the Board. The restricted stock granted to independent directors vests in
one
year, provided that the directors remain on the Board. Restricted stock units are granted to employees and have a
five
-year annual vesting period. As with stock options, restricted stock and restricted stock unit ownership cannot be transferred during the vesting period.
At
April 27, 2019
, the aggregate number of shares available for future grant under the 2015 Plan for stock options and restricted stock awards was
1,536 shares
. Shares of common stock subject to all stock awards granted under the 2015 Plan are counted as one share of stock for each share of stock subject to the award. Although the 2007 Plan remains in effect for options outstanding that were granted under the 2007 Plan until the earlier of the exercise of the options or their expiration or termination without being exercised, no new options can be granted under the 2007 Plan.
Restricted stock and restricted stock units
: We issue restricted stock to our non-employee directors and restricted stock units to employees. Restricted stock issued to non-employee directors are participating securities and receive dividends prior to vesting. Unvested restricted stock will terminate and be forfeited upon termination of employment or service. The fair value of restricted stock and our restricted stock unit awards are measured on the grant date based on the market value of our common stock. The related compensation expense as calculated under ASC 718, net of estimated forfeitures, is recognized over the applicable vesting period. Unrecognized compensation expense related to the restricted stock and restricted stock unit awards was approximately
$2,286
at
April 27, 2019
, which is expected to be recognized over a weighted-average period of
2.8
years. The total fair value of restricted stock vested was
$1,530
,
$1,274
, and
$1,214
in fiscal years
2019
,
2018
, and
2017
, respectively.
A summary of nonvested restricted stock and restricted stock units for fiscal years
2019
,
2018
, and
2017
is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
April 27, 2019
|
|
April 28, 2018
|
|
April 29, 2017
|
|
Number of
Nonvested
Shares
|
|
Weighted Average Grant Date Fair Value Per Share
|
|
Number of
Nonvested
Shares
|
|
Weighted Average Grant Date Fair Value Per Share
|
|
Number of
Nonvested
Shares
|
|
Weighted Average Grant Date Fair Value Per Share
|
Outstanding at beginning of year
|
437
|
|
|
$
|
8.48
|
|
|
402
|
|
|
$
|
8.69
|
|
|
384
|
|
|
$
|
9.10
|
|
Granted
|
181
|
|
|
6.79
|
|
|
178
|
|
|
8.46
|
|
|
157
|
|
|
8.00
|
|
Vested
|
(169
|
)
|
|
9.05
|
|
|
(141
|
)
|
|
9.06
|
|
|
(134
|
)
|
|
9.03
|
|
Forfeited
|
(5
|
)
|
|
7.74
|
|
|
(2
|
)
|
|
8.93
|
|
|
(5
|
)
|
|
8.98
|
|
Outstanding at end of year
|
444
|
|
|
$
|
7.58
|
|
|
437
|
|
|
$
|
8.48
|
|
|
402
|
|
|
$
|
8.69
|
|
Stock Options
: We issue incentive stock options to our employees and non-qualified stock options to our independent directors. A summary of stock option activity under our 2007 Plan and 2015 Plan during the fiscal year ended
April 27, 2019
is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Options
|
|
Weighted Average Exercise Price Per Share
|
|
Weighted Average Remaining Contractual Life (Years)
|
|
Aggregate Intrinsic Value
|
Outstanding at April 28, 2018
|
2,305
|
|
|
$
|
10.02
|
|
|
4.51
|
|
|
$
|
356
|
|
Granted
|
175
|
|
|
7.83
|
|
|
—
|
|
|
—
|
|
Canceled or forfeited
|
(119
|
)
|
|
8.88
|
|
|
—
|
|
|
—
|
|
Exercised
|
(159
|
)
|
|
8.31
|
|
|
—
|
|
|
98
|
|
Outstanding at April 27, 2019
|
2,202
|
|
|
$
|
10.03
|
|
|
4.41
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
Shares vested and expected to vest
|
2,179
|
|
|
$
|
10.05
|
|
|
4.37
|
|
|
$
|
—
|
|
Exercisable at April 27, 2019
|
1,684
|
|
|
$
|
10.32
|
|
|
3.30
|
|
|
$
|
—
|
|
The aggregate intrinsic value of stock options represents the difference between the exercise price of stock options and the fair market value of the underlying common stock for all in-the-money options. We define in-the-money options at
April 27, 2019
as options having exercise prices lower than the
$7.30
per share market price of our common stock on that date. There were in-the-money options to purchase
0
shares exercisable at
April 27, 2019
. The total intrinsic value of options exercised during fiscal years
2019
,
2018
, and
2017
was
$98
,
$65
, and
$64
, respectively. The total fair value of stock options vested was
$667
,
$977
, and
$1,102
for fiscal years
2019
,
2018
, and
2017
, respectively.
We estimate the fair value of stock options granted using the Black-Scholes option valuation model. We recognize the fair value of the stock options on a straight-line basis as compensation expense. All options are recognized over the requisite service periods of the awards, which are generally the vesting periods.
The Black-Scholes option-pricing model was developed for use in estimating the fair value of traded options which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions, including the expected stock price volatility. ASC 718 requires us to estimate forfeitures at the time of grant and revise those estimates in subsequent periods if actual forfeitures differ from those estimates. We use historical data to estimate pre-vesting option forfeitures and record share-based compensation expense only for those awards expected to vest. The following factors are the significant assumptions used in the computation of the fair value of options:
Expected life
. The expected life of options granted represents the period of time they are expected to be outstanding. We estimate the expected life of options granted based on historical exercise patterns, which we believe are representative of future behavior. We have examined our historical pattern of option exercises in an effort to determine if there were any discernible patterns of activity based on certain demographic characteristics. Demographic characteristics tested included age, salary level, job level and geographic location. We have determined there were no meaningful differences in option exercise activity based on the demographic characteristics tested.
Expected volatility
. We estimate the volatility of our common stock at the date of grant based on historical volatility consistent with ASC 718 and Securities and Exchange Commission ("SEC") Staff Accounting Bulletin No. 107,
Share Based Payments
.
Risk-free interest rate.
The rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a term similar to the expected life of the options.
Dividend yield.
We use an expected dividend yield consistent with our historical dividend yield pattern.
The following table provides the weighted-average fair value of options granted and the related assumptions used in the Black-Scholes model:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
April 27,
2019
|
|
April 28,
2018
|
|
April 29,
2017
|
Fair value of options granted
|
$
|
2.16
|
|
|
$
|
2.82
|
|
|
$
|
2.93
|
|
Risk-free interest rate
|
2.83
|
%
|
|
1.95
|
%
|
|
1.31 - 1.44%
|
|
Expected dividend rate
|
3.37
|
%
|
|
3.27
|
%
|
|
3.15
|
%
|
Expected volatility
|
38.58
|
%
|
|
42.51
|
%
|
|
44.12 - 44.51%
|
|
Expected life of option
|
6.83 years
|
|
|
6.83 years
|
|
|
5.78 - 6.98 years
|
|
Employee stock purchase plan
: We have an employee stock purchase plan (“ESPP”), which enables employees after
six
months of continuous employment to elect, in advance and semi-annually, to contribute up to
15
percent of their compensation, subject to certain limitations, toward the purchase of our common stock at a purchase price equal to
85
percent of the lower of the fair market value of the common stock on the first or last day of the participation period. The ESPP requires participants to hold any shares purchased under the ESPP for a minimum period of
one
year after the date of purchase. Compensation expense recognized on shares issued under our ESPP is based on the value of a traded option to purchase shares of our stock at a
15
percent discount to the stock price. The total number of shares reserved under the ESPP is
4,000
. The number of shares of common stock issued under the ESPP totaled
241
,
223
, and
118
shares in fiscal
2019
,
2018
, and
2017
, respectively. The number of shares of common stock reserved for future employee purchases under the ESPP totaled
1,433
shares at
April 27, 2019
. The ESPP is intended to qualify under Section 423 of the Internal Revenue Code of 1986 (the "Code").
Total share-based compensation expense
: As of
April 27, 2019
, there was
$3,306
of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under all equity compensation plans. Total unrecognized compensation cost will be adjusted for future changes in estimated forfeitures. We expect to recognize the cost over a weighted-average period of
2.9
years.
The following table presents a summary of the share-based compensation expense by equity type as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
April 27,
2019
|
|
April 28,
2018
|
|
April 29,
2017
|
Stock options
|
$
|
593
|
|
|
$
|
763
|
|
|
$
|
1,072
|
|
Restricted stock and stock units
|
1,446
|
|
|
1,442
|
|
|
1,287
|
|
Employee stock purchase plans
|
440
|
|
|
430
|
|
|
555
|
|
|
$
|
2,479
|
|
|
$
|
2,635
|
|
|
$
|
2,914
|
|
A summary of the share-based compensation expense for stock options, restricted stock, restricted stock units and shares issued under the ESPP for fiscal years
2019
,
2018
, and
2017
is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
April 27,
2019
|
|
April 28,
2018
|
|
April 29,
2017
|
Cost of sales
|
$
|
578
|
|
|
$
|
619
|
|
|
$
|
714
|
|
Selling
|
625
|
|
|
644
|
|
|
723
|
|
General and administrative
|
772
|
|
|
851
|
|
|
877
|
|
Product design and development
|
504
|
|
|
521
|
|
|
600
|
|
|
$
|
2,479
|
|
|
$
|
2,635
|
|
|
$
|
2,914
|
|
We received
$1,318
in cash from option exercises under all share-based payment arrangements for the fiscal year ended
April 27, 2019
. The tax (expense) benefit related to non-qualified options and restricted stock units under all share-based payment arrangements totaled
$(52)
,
$9
, and
$2
for fiscal years
2019
,
2018
, and
2017
, respectively.
Note 13. Retirement Benefits
We sponsor a 401(k) savings plan providing benefits for substantially all United States-based employees of Daktronics, Inc. and its subsidiaries, subject to certain Internal Revenue Service ("IRS") limits. We make matching cash contributions equal to
50
percent of the employee's qualifying contribution up to
six
percent of such employee's compensation. Employees are eligible to participate upon completion of
three
months of continuous service if they have attained the age of
21
. We contributed
$2,754
,
$2,612
and
$2,463
for matches to the plan for fiscal years
2019
,
2018
, and
2017
, respectively.
Note 14. Income Taxes
The Tax Act was enacted on December 22, 2017, which reduced the U.S. federal statutory tax rate to 21 percent effective January 1, 2018. Pursuant to the Tax Act, the SEC staff issued Staff Accounting Bulletin No. 118,
Income Tax Accounting Implications of the Tax Act
(SAB 118), which allows us to record provisional amounts during a measurement period not to extend beyond one year from the enactment date. We finalized the accounting for the re-measurement of U.S. deferred tax assets and deemed repatriation tax, resulting in an immaterial tax expense for fiscal 2019. We have also elected to recognize tax resulting from any Global Intangible Low Taxed Income (GILTI) inclusion as a period cost if, and when, incurred.
During fiscal 2019, our effective income tax rate increased primarily due to a tax benefit of a book loss plus permanent credits and deductions, the release of
$2,741
in unrecognized tax benefits, and the reversal of a valuation allowance of
$471
related to foreign net operating loss carryforwards.
The effective income tax rate for fiscal 2018 was higher than the federal statutory rate primarily due to the impacts of the Tax Act signed into law on December 22, 2017, which included a
$3,534
re-measurement of deferred taxes resulting in an impact to tax expense and a
$285
estimated one-time transition tax on certain undistributed earnings for our foreign subsidiaries. The Tax Act reduced the federal normal statutory rate from
35 percent
to
21 percent
; however, since we are a fiscal year tax filer, a blended rate of
30.4 percent
was used for fiscal year 2018.
The effective income tax rate for fiscal 2017 included the impact of benefits from increased research and development tax credits, which were offset by valuation allowances recorded during the current year in certain foreign jurisdictions.
The following tables reflect the significant components of our income tax provision. The pretax income attributable to domestic and foreign operations was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
April 27,
2019
|
|
April 28,
2018
|
|
April 29,
2017
|
Domestic
|
$
|
(8,402
|
)
|
|
$
|
9,235
|
|
|
$
|
16,010
|
|
Foreign
|
3,458
|
|
|
3,194
|
|
|
(422
|
)
|
Income before income taxes
|
$
|
(4,944
|
)
|
|
$
|
12,429
|
|
|
$
|
15,588
|
|
Income tax (benefit) expense
consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
April 27,
2019
|
|
April 28,
2018
|
|
April 29,
2017
|
Current:
|
|
|
|
|
|
Federal
|
$
|
(2,142
|
)
|
|
$
|
1,646
|
|
|
$
|
5,268
|
|
State
|
384
|
|
|
868
|
|
|
1,158
|
|
Foreign
|
1,151
|
|
|
1,205
|
|
|
863
|
|
Deferred:
|
|
|
|
|
|
Federal
|
(2,725
|
)
|
|
3,693
|
|
|
(1,625
|
)
|
State
|
(390
|
)
|
|
27
|
|
|
(397
|
)
|
Foreign
|
(264
|
)
|
|
(572
|
)
|
|
(21
|
)
|
|
$
|
(3,986
|
)
|
|
$
|
6,867
|
|
|
$
|
5,246
|
|
The reconciliation of the provision for income taxes and the amount computed by applying the federal statutory rate to income before income taxes is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
April 27,
2019
|
|
April 28,
2018
|
|
April 29,
2017
|
Computed income tax (benefit) expense at federal statutory rates
|
$
|
(1,038
|
)
|
|
$
|
3,779
|
|
|
$
|
5,456
|
|
Change in uncertain tax positions
|
(2,600
|
)
|
|
65
|
|
|
97
|
|
Research and development tax credit
|
(1,278
|
)
|
|
(1,598
|
)
|
|
(1,573
|
)
|
Other, net
|
587
|
|
|
559
|
|
|
378
|
|
Change in valuation allowances
|
(471
|
)
|
|
(486
|
)
|
|
388
|
|
GILTI
|
391
|
|
|
—
|
|
|
—
|
|
Stock compensation
|
308
|
|
|
336
|
|
|
497
|
|
Meals and entertainment
|
248
|
|
|
333
|
|
|
299
|
|
Dividends paid to retirement plan
|
(158
|
)
|
|
(238
|
)
|
|
(293
|
)
|
State taxes, net of federal benefit
|
25
|
|
|
592
|
|
|
539
|
|
Impact of Tax Act
|
—
|
|
|
3,819
|
|
|
—
|
|
Domestic production activities deduction
|
—
|
|
|
(294
|
)
|
|
(542
|
)
|
|
$
|
(3,986
|
)
|
|
$
|
6,867
|
|
|
$
|
5,246
|
|
The components of the net deferred tax asset were as follows:
|
|
|
|
|
|
|
|
|
|
April 27,
2019
|
|
April 28,
2018
|
Deferred tax assets:
|
|
|
|
Accrued warranty obligations
|
$
|
5,912
|
|
|
$
|
7,282
|
|
Vacation accrual
|
1,571
|
|
|
1,567
|
|
Deferred maintenance revenue
|
716
|
|
|
392
|
|
Allowance for excess and obsolete inventory
|
1,600
|
|
|
1,376
|
|
Equity compensation
|
486
|
|
|
553
|
|
Allowance for doubtful accounts
|
402
|
|
|
531
|
|
Inventory capitalization
|
567
|
|
|
481
|
|
Accrued compensation and benefits
|
549
|
|
|
651
|
|
Unrealized loss on foreign currency exchange
|
—
|
|
|
37
|
|
Net operating loss carry forwards
|
1,059
|
|
|
1,286
|
|
Research and development tax credit carry forwards
|
1,299
|
|
|
334
|
|
Other
|
1,647
|
|
|
1,042
|
|
|
15,808
|
|
|
15,532
|
|
Valuation allowance
|
(893
|
)
|
|
(1,506
|
)
|
|
14,915
|
|
|
14,026
|
|
|
|
|
|
Deferred tax liabilities:
|
|
|
|
|
|
Property and equipment
|
(3,100
|
)
|
|
(4,881
|
)
|
Prepaid expenses
|
(476
|
)
|
|
(486
|
)
|
Intangible assets
|
(623
|
)
|
|
(1,302
|
)
|
Unrealized gain on foreign currency exchange
|
(6
|
)
|
|
—
|
|
Other
|
(75
|
)
|
|
(41
|
)
|
|
(4,280
|
)
|
|
(6,710
|
)
|
|
$
|
10,635
|
|
|
$
|
7,316
|
|
The classification of net deferred tax assets in the accompanying consolidated balance sheets is:
|
|
|
|
|
|
|
|
|
|
April 27,
2019
|
|
April 28,
2018
|
Non-current assets
|
$
|
11,168
|
|
|
$
|
7,930
|
|
Non-current liabilities
|
(533
|
)
|
|
(614
|
)
|
|
$
|
10,635
|
|
|
$
|
7,316
|
|
The summary of changes in the amounts related to unrecognized uncertain tax benefits are:
|
|
|
|
|
|
|
|
|
|
April 27, 2019
|
|
April 28, 2018
|
Balance at beginning of year
|
$
|
3,178
|
|
|
$
|
3,113
|
|
Gross increases related to prior period tax positions
|
13
|
|
|
82
|
|
Gross decreases related to prior period tax positions
|
(18
|
)
|
|
(30
|
)
|
Gross increases related to current period tax positions
|
146
|
|
|
152
|
|
Lapse of statute of limitations
|
(2,741
|
)
|
|
(139
|
)
|
Balance at end of year
|
$
|
578
|
|
|
$
|
3,178
|
|
All of our unrecognized tax benefits would have an impact on the effective tax rate if recognized. It is reasonably possible that the amount of unrecognized tax benefits could change due to one or more of the following events occurring in the next 12 months: expiring statutes, audit activity, tax payments, or competent authority proceedings. A statute of limitations relating to
$159
of the unrecognized tax benefits (including interest) expires in the next 12 months. The benefit will be recognized if the statute lapses with no further action taken by regulators. Additionally, we recognized the release of
$2,741
in unrecognized tax benefits related to the lapse of a statute of limitations in fiscal 2019.
Interest and penalties incurred associated with uncertain tax positions are included in the "Income tax expense" line item in our consolidated statement of operations. Accrued interest and penalties are included in the related tax liability line item in our consolidated balance sheets of
$26
and
$238
as of
April 27, 2019
and
April 28, 2018
, respectively.
As of
April 27, 2019
, we had foreign net operating loss (“NOL”) carryforwards of approximately
$5,722
primarily related to our operations in Belgium and Ireland, which have indefinite lives. A deferred tax asset has been recorded for all NOL carryforwards totaling approximately
$1,059
. However, due to uncertainty in future taxable income, a valuation allowance totaling approximately
$687
has been recorded in Belgium. During fiscal 2019, the previous valuation allowance related to Ireland of
$471
was reversed because it was determined that future taxable income is expected to realize the losses. If sufficient evidence of our ability to generate future taxable income in the jurisdictions in which we currently maintain a valuation allowance causes us to determine that our deferred tax assets are more likely than not realizable, we would release our valuation allowance, which would result in an income tax benefit being recorded in our consolidated statement of operations.
Additional tax information:
We are subject to U.S. federal income tax as well as income taxes of multiple state and foreign jurisdictions. Fiscal years 2016, 2017 and 2018 remain open to federal tax examinations, and fiscal years 2015, 2016, 2017 and 2018 remain open for state income tax examinations. Certain subsidiaries are also subject to income tax in several foreign jurisdictions which have open tax years varying by jurisdiction beginning in fiscal 2008. In the event of any future tax assessments, we have elected to record the income taxes and any related interest and penalties as income tax expense in our consolidated statement of operations.
As of
April 27, 2019
, we had no deferred tax liability recognized relating to our investment in foreign subsidiaries where the earnings have been indefinitely reinvested. The Tax Act generally eliminates U.S. federal income taxes on dividends from foreign subsidiaries, and, as a result, the accumulated undistributed earnings would be subject only to other taxes, such as withholding taxes and state income taxes, on the distribution of such earnings. No additional withholding or income taxes have been provided for any remaining undistributed foreign earnings not subject to the one-time deemed repatriation tax, as it is our intention for these amounts to continue to be indefinitely reinvested in foreign operations in all of our non-U.S. jurisdictions.
Note 15. Cash Flow Information
The changes in operating assets and liabilities consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
April 27,
2019
|
|
April 28,
2018
|
|
April 29,
2017
|
(Increase) decrease:
|
|
|
|
|
|
Account receivable
|
$
|
10,856
|
|
|
$
|
2,266
|
|
|
$
|
(2,718
|
)
|
Long-term receivables
|
329
|
|
|
1,548
|
|
|
2,213
|
|
Inventories
|
(4,076
|
)
|
|
(8,517
|
)
|
|
3,581
|
|
Contract assets
|
(3,040
|
)
|
|
5,911
|
|
|
(6,203
|
)
|
Prepaid expenses and other current assets
|
472
|
|
|
(1,252
|
)
|
|
(980
|
)
|
Income taxes receivables
|
4,250
|
|
|
(4,747
|
)
|
|
4,201
|
|
Investment in affiliates and other assets
|
48
|
|
|
413
|
|
|
(611
|
)
|
Increase (decrease):
|
|
|
|
|
|
|
|
|
Accounts payable
|
(2,747
|
)
|
|
(2,573
|
)
|
|
5,544
|
|
Contract liabilities
|
10,774
|
|
|
3,480
|
|
|
278
|
|
Accrued expenses
|
4,631
|
|
|
3,472
|
|
|
3,208
|
|
Warranty obligations
|
(4,393
|
)
|
|
346
|
|
|
(2,986
|
)
|
Long-term warranty obligations
|
(1,079
|
)
|
|
1,729
|
|
|
389
|
|
Income taxes payable
|
(3,023
|
)
|
|
(592
|
)
|
|
1,331
|
|
Long-term marketing obligations and other payables
|
(1,116
|
)
|
|
379
|
|
|
(43
|
)
|
|
$
|
11,886
|
|
|
$
|
1,863
|
|
|
$
|
7,204
|
|
Supplemental disclosures of cash flow information consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
April 27,
2019
|
|
April 28,
2018
|
|
April 29,
2017
|
Cash payments for:
|
|
|
|
|
|
Interest
|
$
|
177
|
|
|
$
|
193
|
|
|
$
|
228
|
|
Income taxes, net of refunds
|
(1,934
|
)
|
|
8,937
|
|
|
3,196
|
|
Supplemental schedule of non-cash investing and financing activities consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
|
April 27,
2019
|
|
April 28,
2018
|
|
April 29,
2017
|
Demonstration equipment transferred to inventory
|
|
$
|
97
|
|
|
$
|
72
|
|
|
$
|
218
|
|
Purchases of property and equipment included in accounts payable
|
|
1,106
|
|
|
1,983
|
|
|
2,524
|
|
Contributions of common stock under the ESPP
|
|
1,650
|
|
|
1,682
|
|
|
840
|
|
Contingent consideration related to acquisition
|
|
—
|
|
|
—
|
|
|
31
|
|
Note 16. Fair Value Measurement
ASC 820,
Fair Value Measurement,
defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. It also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The fair value hierarchy within ASC 820 distinguishes between the following three Levels of inputs which may be utilized when measuring fair value:
Level 1
- Quoted prices in active markets for identical assets or liabilities.
Level 2
- Observable inputs other than quoted prices included within Level 1 for the assets or liabilities, either directly or indirectly (for example, quoted market prices for similar assets and liabilities in active markets or quoted market prices for identical assets or
liabilities in markets not considered to be active, inputs other than quoted prices that are observable for the asset or liability, or market-corroborated input).
Level 3
- Unobservable inputs supported by little or no market activity based on our own assumptions used to measure assets and liabilities.
The fair values for fixed-rate long-term receivables are estimated using a discounted cash flow analysis based on interest rates currently being offered for contracts with similar terms to customers with similar credit quality. The carrying amounts reported in our consolidated balance sheets for long-term receivables approximate fair value and have been categorized as a Level 2 fair value measurement. Fair values for fixed-rate long-term marketing obligations are estimated using a discounted cash flow calculation applying interest rates currently being offered for debt with similar terms and underlying collateral. The total carrying value of long-term marketing obligations as reported in our consolidated balance sheets within other long-term obligations approximates fair value and has been categorized as a Level 2 fair value measurement.
The following table sets forth by Level within the fair value hierarchy our financial assets and liabilities that were accounted for at fair value on a recurring basis at
April 27, 2019
and
April 28, 2018
according to the valuation techniques we used to determine their fair values. There have been no transfers of assets or liabilities among the fair value hierarchies presented.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
Balance as of April 27, 2019:
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
$
|
35,383
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
35,383
|
|
Restricted cash
|
359
|
|
|
—
|
|
|
—
|
|
|
359
|
|
Available-for-sale securities:
|
|
|
|
|
|
|
|
|
|
Certificates of deposit
|
—
|
|
|
3,464
|
|
|
—
|
|
|
3,464
|
|
U.S. Government securities
|
10,774
|
|
|
—
|
|
|
—
|
|
|
10,774
|
|
U.S. Government sponsored entities
|
—
|
|
|
10,482
|
|
|
—
|
|
|
10,482
|
|
Municipal bonds
|
—
|
|
|
1,624
|
|
|
—
|
|
|
1,624
|
|
Derivatives - asset position
|
—
|
|
|
91
|
|
|
—
|
|
|
91
|
|
Derivatives - liability position
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
Acquisition-related contingency consideration
|
—
|
|
|
—
|
|
|
(3,065
|
)
|
|
(3,065
|
)
|
|
$
|
46,516
|
|
|
$
|
15,657
|
|
|
$
|
(3,065
|
)
|
|
$
|
59,108
|
|
Balance as of April 28, 2018:
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
$
|
29,727
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
29,727
|
|
Restricted cash
|
28
|
|
|
—
|
|
|
—
|
|
|
28
|
|
Available-for-sale securities:
|
|
|
|
|
|
|
|
|
|
Certificates of deposit
|
—
|
|
|
8,669
|
|
|
—
|
|
|
8,669
|
|
U.S. Government securities
|
992
|
|
|
—
|
|
|
—
|
|
|
992
|
|
U.S. Government sponsored entities
|
—
|
|
|
19,949
|
|
|
—
|
|
|
19,949
|
|
Municipal bonds
|
—
|
|
|
4,912
|
|
|
—
|
|
|
4,912
|
|
Derivatives - asset position
|
—
|
|
|
41
|
|
|
—
|
|
|
41
|
|
Derivatives - liability position
|
—
|
|
|
(236
|
)
|
|
—
|
|
|
(236
|
)
|
Acquisition-related contingency consideration
|
—
|
|
|
—
|
|
|
(1,000
|
)
|
|
(1,000
|
)
|
|
$
|
30,747
|
|
|
$
|
33,335
|
|
|
$
|
(1,000
|
)
|
|
$
|
63,082
|
|
A roll forward of the Level 3 contingent liabilities, both short- and long-term, for the fiscal year ended
April 27, 2019
is as follows:
|
|
|
|
|
|
Acquisition-related contingency consideration as of April 28, 2018
|
|
$
|
1,000
|
|
Additions
|
|
1,739
|
|
Fair value adjustments (1)
|
|
286
|
|
Interest
|
|
88
|
|
Foreign currency translation
|
|
(48
|
)
|
Acquisition-related contingency consideration as of April 27, 2019
|
|
$
|
3,065
|
|
(1) We recorded an adjustment to the contingent consideration liability during fiscal 2019, resulting in a decrease in income from operations. The adjustment was caused by a change in the fair value of the contingent liability.
The following methods and assumptions were used to estimate the fair value of each class of financial instrument. There have been no changes in the valuation techniques used by us to value our financial instruments.
Cash and cash equivalents
: Consists of cash on hand in bank deposits and highly liquid investments, primarily money market accounts. The fair value was measured using quoted market prices in active markets. The carrying amount approximates fair value.
Restricted cash
: Consists of cash and cash equivalents held in bank deposit accounts to secure issuances of foreign bank guarantees. The fair value of restricted cash was measured using quoted market prices in active markets. The carrying amount approximates fair value.
Certificates of deposit
: Consists of time deposit accounts with original maturities of less than three years and various yields. The fair value of these securities was measured based on valuations observed in less active markets than Level 1 investments from a third-party financial institution. The carrying amount approximates fair value.
U.S. Government securities
:
Consists of U.S. Government treasury bills, notes, and bonds with original maturities of less than three years and various yields. The fair value of these securities was measured using quoted market prices in active markets.
U.S. Government sponsored entities
: Consists of Fannie Mae and Federal Home Loan Bank investment grade debt securities trading with sufficient frequency and volume to enable us to obtain pricing information on an ongoing basis. The fair value of these securities was measured based on valuations observed in less active markets than Level 1 investments. The contractual maturities of these investments vary from one month to three years.
Municipal bonds
: Consists of investment grade municipal bonds trading with sufficient frequency and volume to enable us to obtain pricing information on an ongoing basis. The contractual maturities of these investments vary from two to three years. The fair value of these bonds was measured based on valuations observed in less active markets than Level 1 investments.
Derivatives – currency forward contracts
: Consists of currency forward contracts trading with sufficient frequency and volume to enable us to obtain pricing information on an ongoing basis. The fair value of these securities was measured based on a valuation from a third-party bank. See "
Note 17. Derivative Financial Instruments
" for more information regarding our derivatives.
Contingent liabilities
: Consists of the fair value of liabilities measured on expected future payments relating to business acquisitions if specified future events occur or conditions are met. The contingent liabilities were calculated by estimating the discounted present value of expected future payments as of the acquisition date and subsequently at the end of each reporting period. The fair value measurement is based on significant unobservable inputs as of
April 27, 2019
and
April 28, 2018
. The unobservable inputs included management expectations and forecasts. To the extent that these assumptions change or actual results differ from these estimates, the fair value of the contingent consideration liabilities could change from
$3,065
to
$0
. The contingent liabilities are presented in the "Accrued expenses" and "Other long-term obligations" line items in our consolidated balance sheets.
Non-recurring measurements:
The fair value measurement standard also applies to certain non-financial assets and liabilities measured at fair value on a nonrecurring basis. Certain long-lived assets such as goodwill, intangible assets and property and equipment are measured at fair value on a nonrecurring basis and are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment.
Other measurements using fair value
: Some of our financial instruments, such as accounts receivable, long-term receivables, prepaid expense and other assets, contract assets and liabilities, accounts payable, warranty obligations, and other long-term obligations, are reflected in the consolidated balance sheets at carrying value, which approximates fair value due to their short-term nature.
Note 17. Derivative Financial Instruments
We utilize derivative financial instruments to manage the economic impact of fluctuations in currency exchange rates on those transactions denominated in currencies other than our functional currency, which is the U.S. dollar. We enter into currency forward contracts to manage these economic risks. We account for all derivatives in the consolidated balance sheets within accounts receivable or accounts payable measured at fair value, and changes in fair values are recognized in earnings unless specific hedge accounting criteria are met for cash flow or net investment hedges. As of
April 27, 2019
and
April 28, 2018
, we had not designated any of our derivative instruments as accounting hedges, and thus we recorded the changes in fair value in "
Other (expense) income, net
" line item in the consolidated statements of operations.
The foreign currency exchange contracts in aggregated notional amounts in place to exchange U.S. dollars at
April 27, 2019
and
April 28, 2018
were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April 27, 2019
|
|
April 28, 2018
|
|
U.S.
Dollars
|
|
Foreign
Currency
|
|
U.S.
Dollars
|
|
Foreign
Currency
|
Foreign Currency Exchange Forward Contracts:
|
|
|
|
|
|
|
|
U.S. Dollars/Australian Dollars
|
2,688
|
|
|
3,772
|
|
|
1,081
|
|
|
1,400
|
|
U.S. Dollars/Canadian Dollars
|
625
|
|
|
821
|
|
|
2,165
|
|
|
2,819
|
|
U.S. Dollars/British Pounds
|
3,547
|
|
|
2,680
|
|
|
5,856
|
|
|
4,368
|
|
U.S. Dollars/Singapore Dollars
|
—
|
|
|
—
|
|
|
236
|
|
|
312
|
|
U.S. Dollars/Euros
|
—
|
|
|
—
|
|
|
(854
|
)
|
|
(708
|
)
|
U.S. Dollars/Swiss Franc
|
927
|
|
|
925
|
|
|
41
|
|
|
40
|
|
U.S. Dollars/Malaysian Ringgit
|
60
|
|
|
246
|
|
|
—
|
|
|
—
|
|
As of
April 27, 2019
, there was an asset and liability of
$91
and
$4
, respectively, and as of
April 28, 2018
, there was an asset and liability of
$41
and
$236
, respectively, representing the fair value of foreign currency exchange forward contracts, which were determined using Level 2 inputs from a third-party bank. As of
April 27, 2019
all contracts mature within
23
months.
Note 18. Commitments and Contingencies
Litigation:
We are a party to legal proceedings and claims which arise during the ordinary course of business. We review our legal proceedings and claims, regulatory reviews and inspections, and other legal matters on an ongoing basis and follow appropriate accounting guidance when making accrual and disclosure decisions. We establish accruals for those contingencies when the incurrence of a loss is probable and can be reasonably estimated, and we disclose the amount accrued and the amount of a reasonably possible loss in excess of the amount accrued, if such disclosure is necessary for our financial statements to not be misleading. We do not record an accrual when the likelihood of loss being incurred is probable, but the amount cannot be reasonably estimated, or when the loss is believed to be only reasonably possible or remote, although disclosures will be made for material matters as required by ASC 450-20,
Contingencies - Loss Contingencies
. Our assessment of whether a loss is reasonably possible or probable is based on our assessment and consultation with legal counsel regarding the ultimate outcome of the matter following all appeals.
As of April 28, 2018, we recorded a liability and related other receivable of
$1,904
for a net claim from a customer against work performed by one of our subcontractors during installation which damaged our customer's property. The amount recorded was for the probable and reasonably estimated cost to remediate the damage. During fiscal 2019, this claim settled and was fully covered by insurance.
As of
April 27, 2019
and April 28, 2018, a customer was withholding
$1,969
of payment claiming we did not perform to the customer's specifications. While we believe that we have performed to the agreed-upon written specifications and have strong contractual documentation to support our position, in order to preserve our relationship, we agreed to provide additional services and products in fiscal 2019 at a loss of
$1,516
, which is included
in cost of sales in the Live Events business unit. We were paid in full on this matter after
April 27, 2019
.
For other unresolved legal proceedings or claims, we do not believe there is a reasonable probability that any material loss would be incurred. Accordingly, no material accrual or disclosure of a potential range of loss has been made related to these matters. We do not expect the ultimate liability of these unresolved legal proceedings or claims to have a material effect on our financial position, liquidity or capital resources.
Warranties:
See "
Note 1. Nature of Business and Summary of Significant Accounting Policies
" for more information regarding warranties. During fiscal 2016, we discovered a warranty issue caused by a mechanical device failure within a module for displays primarily in our OOH application built prior to fiscal 2013. During
fiscal 2019
,
2018
, and
2017
, we recognized warranty expense and estimated equipment service agreement losses for probable and reasonably estimated costs to remediate this issue of
$2,427
,
$4,539
, and
$1,766
, respectively. As of
April 27, 2019
, we had
$984
remaining accrued for equipment service agreement obligations for the estimate of probable future claims related to this issue. Our contractual warranty arrangements have expired for products with this issue, and we do not expect material changes to the equipment service agreement accrual.
Changes in our warranty obligation for the fiscal years ended
April 27, 2019
,
April 28, 2018
, and
April 29, 2017
consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April 27, 2019
|
|
April 28, 2018
|
|
April 29, 2017
|
Beginning accrued warranty obligations
|
$
|
29,953
|
|
|
$
|
27,899
|
|
|
$
|
30,496
|
|
Warranties issued during the period
|
9,239
|
|
|
11,961
|
|
|
10,930
|
|
Settlements made during the period
|
(16,715
|
)
|
|
(17,653
|
)
|
|
(16,790
|
)
|
Changes in accrued warranty obligations for pre-existing warranties during the period, including expirations
|
1,993
|
|
|
7,746
|
|
|
3,263
|
|
Ending accrued warranty obligations
|
$
|
24,470
|
|
|
$
|
29,953
|
|
|
$
|
27,899
|
|
Performance guarantees:
We have entered into standby letters of credit and surety bonds with financial institutions relating to the guarantee of our future performance on contracts, primarily construction-type contracts. As of
April 27, 2019
, we had outstanding letters of credit and surety bonds in the amount of
$13,293
and
$9,900
, respectively. Performance guarantees are issued to certain customers to guarantee the operation and installation of the equipment and our ability to complete a contract. These performance guarantees have various terms but are generally one year. We enter into written agreements with our customers, and those agreements often contain indemnification provisions that require us to make the customer whole if certain acts or omissions by us cause the customer financial loss. We make efforts to negotiate reasonable caps and limitations on the recovery of such damages. As of
April 27, 2019
, we were not aware of any indemnification claim from a customer.
Leases:
We lease vehicles, office space and equipment for various global sales and service locations, including manufacturing space in the United States and China. Some of these leases, including the lease for manufacturing facilities in Sioux Falls, South Dakota, include provisions for extensions or purchase. The lease for the facilities in Sioux Falls, South Dakota can be extended for an additional five years past its current term, which ends March 31, 2022. This lease contains an option to purchase the property subject to the lease from March 31, 2017 to March 31, 2022 for
$9,000
, which approximates fair value. If the lease is extended, the purchase option increases to
$9,090
for the year ending March 31, 2023 and
$9,180
for the year ending March 31, 2024. Rental expense for operating leases was
$3,495
,
$3,477
and
$3,175
for the fiscal years
2019
,
2018
, and
2017
, respectively.
Future minimum payments under noncancelable operating leases, excluding executory costs such as management and maintenance fees, with initial or remaining terms of one year or more consisted of the following at
April 27, 2019
:
|
|
|
|
|
|
Fiscal years ending
|
|
Amount
|
2020
|
|
$
|
3,038
|
|
2021
|
|
2,510
|
|
2022
|
|
1,608
|
|
2023
|
|
269
|
|
2024
|
|
193
|
|
Thereafter
|
|
101
|
|
|
|
$
|
7,719
|
|
Purchase commitments:
From time to time, we commit to purchase inventory, advertising, cloud-based information systems, information technology maintenance and support services, and various other products and services over periods that extend beyond one year. As of
April 27, 2019
, we were obligated under the following unconditional purchase commitments:
|
|
|
|
|
|
Fiscal years ending
|
|
Amount
|
2020
|
|
$
|
6,055
|
|
2021
|
|
4,485
|
|
2022
|
|
2,693
|
|
2023
|
|
1,820
|
|
2024
|
|
113
|
|
Thereafter
|
|
153
|
|
|
|
$
|
15,319
|
|
Note 19. Subsequent Events
On
May 30, 2019
, our Board of Directors declared a regular quarterly dividend of
$0.05
per share on our common stock payable on
June 20, 2019
to holders of record of our common stock on
June 10, 2019
.
Note 20. Quarterly Financial Data (Unaudited)
The following table presents summarized quarterly financial data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year 2019
(1)(2)
|
|
July 28,
2018
|
|
October 27,
2018
|
|
January 26,
2019
|
|
April 27,
2019
|
Net sales
|
$
|
154,188
|
|
|
$
|
172,692
|
|
|
$
|
115,069
|
|
|
$
|
127,755
|
|
Gross profit
|
38,247
|
|
|
42,757
|
|
|
24,869
|
|
|
24,421
|
|
Net income (loss)
|
4,574
|
|
|
8,606
|
|
|
(3,319
|
)
|
|
(10,819
|
)
|
Basic earnings (loss) per share
|
0.10
|
|
|
0.19
|
|
|
(0.07
|
)
|
|
(0.24
|
)
|
Diluted earnings (loss) per share
|
0.10
|
|
|
0.19
|
|
|
(0.07
|
)
|
|
(0.24
|
)
|
|
|
|
|
|
|
|
|
|
Fiscal Year 2018
(3)(4)(5)
|
|
July 29,
2017
|
|
October 28,
2017
|
|
January 27,
2018
|
|
April 28,
2018
|
Net sales
|
$
|
172,728
|
|
|
$
|
169,309
|
|
|
$
|
130,316
|
|
|
$
|
138,177
|
|
Gross profit
|
44,646
|
|
|
42,604
|
|
|
28,567
|
|
|
29,852
|
|
Net income (loss)
|
8,429
|
|
|
7,132
|
|
|
(6,189
|
)
|
|
(3,810
|
)
|
Basic earnings (loss) per share
|
0.19
|
|
|
0.16
|
|
|
(0.14
|
)
|
|
(0.09
|
)
|
Diluted earnings (loss) per share
|
0.19
|
|
|
0.16
|
|
|
(0.14
|
)
|
|
(0.09
|
)
|
(1) The financial data for the quarter ended October 27, 2018 includes the net assets acquired of AJT Systems, Inc. See "
Note 5. Business Combination
" for further information.
(2) The financial data for the quarter ended January 26, 2019 includes the release of
$2,775
in unrecognized tax benefits related to the lapse of a statute of limitations and the release of
$480
for a valuation allowance reversal related to foreign net operating loss carryforwards. For the year, see "
Note 14. Income Taxes
" for further information.
(3) The financial data for the quarter ended October 28, 2017 includes the sale of our non-digital division assets. See "
Note 6. Sale of Non-Digital Division Assets
" for further information.
(4) The financial data for the quarters ended October 28, 2017 and April 28, 2018 includes additional warranty charges due to specific site issues of
$3,179
and
$2,354
, respectively. For the year, see "
Note 18. Commitments and Contingencies
" for further information.
(5) The financial data for the quarters ended January 27, 2018 and April 28, 2018 includes the effects of the Tax Act, which impacted our deferred tax asset valuation and our deemed repatriation of foreign earnings with an increase to tax expense of
$4,280
and a decrease to tax expense of
$461
. See "
Note 14. Income Taxes
" for further information.