NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
Years Ended March 31, 2016, 2015 and 2014
(Amounts in thousands, except per share data)
Note 1 - The Company and Its Accounting Policies:
Graham Corporation, and its operating subsidiaries, (together, the “Company”), is a global designer, manufacturer and supplier of vacuum and heat transfer equipment used in the chemical, petrochemical, petroleum refining, and electric power generating industries. Energy Steel & Supply Co. (“Energy Steel”), a wholly-owned subsidiary, is a nuclear code accredited fabrication and specialty machining company which provides products to the nuclear industry. The Company's significant accounting policies are set forth below.
The Company's fiscal years ended March 31, 2016, 2015 and 2014 are referred to as fiscal 2016, fiscal 2015 and fiscal 2014, respectively.
Principles of consolidation and use of estimates in the preparation of financial statements
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Energy Steel, located in Lapeer, Michigan, and Graham Vacuum and Heat Transfer Technology (Suzhou) Co., Ltd., located in China. All intercompany balances, transactions and profits are eliminated in consolidation.
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the U.S. (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the related revenues and expenses during the reporting period. Actual amounts could differ from those estimated.
Translation of foreign currencies
Assets and liabilities of the Company's foreign subsidiary are translated into U.S. dollars at currency exchange rates in effect at year-end and revenues and expenses are translated at average exchange rates in effect for the year. Gains and losses resulting from foreign currency transactions are included in results of operations. The Company’s sales and purchases in foreign currencies are minimal. Therefore, foreign currency transaction gains and losses are not significant. Gains and losses resulting from translation of foreign subsidiary balance sheets are included in a separate component of stockholders' equity. Translation adjustments are not adjusted for income taxes since they relate to an investment, which is permanent in nature.
Revenue recognition
Percentage-of-Completion Method
The Company recognizes revenue on all contracts with a planned manufacturing process in excess of four weeks (which approximates 575 direct labor hours) using the percentage-of-completion method. The majority of the Company's revenue is recognized under this methodology. The Company has established the systems and procedures essential to developing the estimates required to account for contracts using the percentage-of-completion method. The percentage-of-completion method is determined by comparing actual labor incurred to a specific date to management's estimate of the total labor to be incurred on each contract or completion of operational milestones assigned to each contract.
Contracts in progress are reviewed monthly by management, and sales and earnings are adjusted in current accounting periods based on revisions in the contract value and estimated costs at completion. Losses on contracts are recognized immediately when evident to management. Revenue recognized on contracts accounted for utilizing percentage-of-completion are presented in net sales in the Consolidated Statement of Operations and unbilled revenue in the Consolidated Balance Sheets to the extent that the revenue recognized exceeds the amounts billed to customers. See "Inventories" below.
Receivables billed but not paid under retainage provisions in its customer contracts were $2,071 and $1,751 at March 31, 2016 and 2015, respectively.
Completed Contract Method
Revenue on contracts not accounted for using the percentage-of-completion method is recognized utilizing the completed contract method. The majority of the Company's contracts (as opposed to revenue) have a planned manufacturing process of less than
11
four weeks and the results reported under this method do not vary materially from the percentage-of-completion method. The Company recognizes revenue and all related costs on these contracts upon substantial completion or sh
ipment to the customer. Substantial completion is consistently defined as at least 95% complete with regard to direct labor hours. Customer acceptance is generally required throughout the construction process and the Company has no further material oblig
ations under its contracts after the revenue is recognized.
Cash and cash equivalents
Cash and cash equivalents consist of cash and highly liquid, short-term investments with maturities at the time of purchase of three months or less.
Shipping and handling fees and costs
Shipping and handling fees billed to the customer are recorded in net sales and the related costs incurred for shipping and handling are included in cost of products sold.
Investments
Investments consist of certificates of deposits with financial institutions. All investments have original maturities of greater than three months and less than one year and are classified as held-to-maturity, as the Company believes it has the intent and ability to hold the securities to maturity. The investments are stated at amortized cost which approximates fair value. All investments held by the Company at March 31, 2016 are scheduled to mature on or before February 3, 2017.
Inventories
Inventories are stated at the lower of cost or market, using the average cost method. Unbilled revenue in the Consolidated Balance Sheets represents revenue recognized that has not been billed to customers on contracts accounted for on the percentage-of-completion method. For contracts accounted for on the percentage-of-completion method, progress payments are netted against unbilled revenue to the extent the payment is less than the unbilled revenue for the applicable contract. Progress payments exceeding unbilled revenue are netted against inventory to the extent the payment is less than or equal to the inventory balance relating to the applicable contract, and the excess is presented as customer deposits in the Consolidated Balance Sheets.
A summary of costs and estimated earnings on contracts in progress at March 31, 2016 and 2015 is as follows:
|
|
March 31,
|
|
|
|
2016
|
|
|
2015
|
|
Costs incurred since inception on contracts in progress
|
|
$
|
35,893
|
|
|
$
|
64,912
|
|
Estimated earnings since inception on contracts in progress
|
|
|
1,185
|
|
|
|
16,067
|
|
|
|
|
37,078
|
|
|
|
80,979
|
|
Less billings to date
|
|
|
38,267
|
|
|
|
69,636
|
|
Net under (over) billings
|
|
$
|
(1,189
|
)
|
|
$
|
11,343
|
|
The above activity is included in the accompanying Consolidated Balance Sheets under the following captions at March 31, 2016 and 2015 or Notes to Consolidated Financial Statements:
|
|
March 31,
|
|
|
|
2016
|
|
|
2015
|
|
Unbilled revenue
|
|
$
|
11,852
|
|
|
$
|
18,665
|
|
Progress payments reducing inventory (Note 2)
|
|
|
(4,641
|
)
|
|
|
(3,143
|
)
|
Customer deposits
|
|
|
(8,400
|
)
|
|
|
(4,179
|
)
|
Net under (over) billings
|
|
$
|
(1,189
|
)
|
|
$
|
11,343
|
|
Property, plant, equipment, depreciation and amortization
Property, plant and equipment are stated at cost net of accumulated depreciation and amortization. Major additions and improvements are capitalized, while maintenance and repairs are charged to expense as incurred. Depreciation and amortization are provided based upon the estimated useful lives, or lease term if shorter, under the straight line method. Estimated useful lives range from approximately five to eight years for office equipment, eight to 25 years for manufacturing equipment and 40 years for buildings
12
and improvements. Upon sale or retirement of assets, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations.
Business combinations
The Company records its business combinations under the acquisition method of accounting. Under the acquisition method of accounting, the Company allocates the purchase price of each acquisition to the tangible and identifiable intangible assets acquired and liabilities assumed based on their respective fair values at the date of acquisition. The fair value of identifiable intangible assets is based upon detailed valuations that use various assumptions made by management. Any excess of the purchase price over the fair value of the net tangible and intangible assets acquired is allocated to goodwill. Direct acquisition-related costs are expensed as incurred.
Intangible assets
Acquired intangible assets other than goodwill consist of permits, customer relationships, and tradenames. The Company amortizes its definite-lived intangible assets on a straight-line basis over their estimated useful lives. The estimated useful life is fifteen years for customer relationships. All other intangibles have indefinite lives and are not amortized.
Impairment of long-lived assets
The Company assesses the impairment of definite-lived long-lived assets or asset groups when events or changes in circumstances indicate that the carrying value may not be recoverable. Factors that are considered in deciding when to perform an impairment review include: a significant decrease in the market price of the asset or asset group; a significant adverse change in the extent or manner in which a long-lived asset or asset group is being used or in its physical condition; an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction; a current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset or asset group; or a current expectation that, more likely than not, a long-lived asset or asset group will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. The term more likely than not refers to a level of likelihood that is more than 50%.
Recoverability potential is measured by comparing the carrying amount of the asset or asset group to its related total future undiscounted cash flows. If the carrying value is not recoverable through related cash flows, the asset or asset group is considered to be impaired. Impairment is measured by comparing the asset or asset group's carrying amount to its fair value. When it is determined that useful lives of assets are shorter than originally estimated, and no impairment is present, the rate of depreciation is accelerated in order to fully depreciate the assets over their new shorter useful lives.
Goodwill and intangible assets with indefinite lives are tested annually for impairment. The Company assesses goodwill for impairment by comparing the fair value of its reporting units to their carrying amounts. If the fair value of a reporting unit is less than its carrying value, an impairment loss is recorded to the extent that the implied fair value of the goodwill within the reporting unit is less than its carrying value. Fair values for reporting units are determined based on discounted cash flows. Indefinite lived intangible assets are assessed for impairment by comparing the fair value of the asset to its carrying value.
Product warranties
The Company estimates the costs that may be incurred under its product warranties and records a liability in the amount of such costs at the time revenue is recognized. The reserve for product warranties is based upon past claims experience and ongoing evaluations of any specific probable claims from customers. A reconciliation of the changes in the product warranty liability is presented in Note 5.
Research and development
Research and development costs are expensed as incurred. The Company incurred research and development costs of $3,746, $3,585 and $3,436 in fiscal 2016, fiscal 2015 and fiscal 2014, respectively. Research and development costs are included in the line item “Cost of products sold” in the Consolidated Statements of Operations.
13
Income taxes
The Company recognizes deferred income tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company's financial statements or tax returns. Deferred income tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using currently enacted tax rates. The Company evaluates the available evidence about future taxable income and other possible sources of realization of deferred income tax assets and records a valuation allowance to reduce deferred income tax assets to an amount that represents the Company's best estimate of the amount of such deferred income tax assets that more likely than not will be realized.
The Company accounts for uncertain tax positions using a "more likely than not" recognition threshold. The evaluation of uncertain tax positions is based on factors including, but not limited to, changes in tax law, the measurement of tax positions taken or expected to be taken in tax returns, the effective resolution of matters subject to audit, new audit activity and changes in facts or circumstances related to a tax position. These tax positions are evaluated on a quarterly basis. It is the Company's policy to recognize any interest related to uncertain tax positions in interest expense and any penalties related to uncertain tax positions in selling, general and administrative expense.
The Company files federal and state income tax returns in several U.S. and non-U.S. domestic and foreign jurisdictions. In most tax jurisdictions, returns are subject to examination by the relevant tax authorities for a number of years after the returns have been filed.
Stock-based compensation
The Company records compensation costs related to stock-based awards based on the estimated fair value of the award on the grant date. Compensation cost is recognized in the Company's Consolidated Statements of Operations over the applicable vesting period. The Company uses the Black-Scholes valuation model as the method for determining the fair value of its equity awards. For restricted stock awards, the fair market value of the award is determined based upon the closing value of the Company's stock price on the grant date. The amount of stock-based compensation expense recognized during a period is based on the portion of the awards that are ultimately expected to vest. The Company estimates the forfeiture rate at the grant date by analyzing historical data and revises the estimates in subsequent periods if the actual forfeiture rate differs from the estimates.
14
Income per share data
Basic income per share is computed by dividing net income by the weighted average number of common shares outstanding for the period. Common shares outstanding include share equivalent units which are contingently issuable shares. Diluted income per share is calculated by dividing net income by the weighted average number of common shares outstanding and, when applicable, potential common shares outstanding during the period. A reconciliation of the numerators and denominators of basic and diluted income per share is presented below:
|
|
Year ended March 31,
|
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
Basic income per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
6,131
|
|
|
$
|
14,735
|
|
|
$
|
10,145
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted common shares outstanding
|
|
|
9,976
|
|
|
|
10,123
|
|
|
|
10,056
|
|
Share equivalent units ("SEUs") outstanding
|
|
|
—
|
|
|
|
—
|
|
|
|
14
|
|
Weighted average common shares and SEUs
outstanding
|
|
|
9,976
|
|
|
|
10,123
|
|
|
|
10,070
|
|
Basic income per share
|
|
$
|
0.61
|
|
|
$
|
1.46
|
|
|
$
|
1.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted income per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
6,131
|
|
|
$
|
14,735
|
|
|
$
|
10,145
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares and SEUs
outstanding
|
|
|
9,976
|
|
|
|
10,123
|
|
|
|
10,070
|
|
Stock options outstanding
|
|
|
7
|
|
|
|
20
|
|
|
|
34
|
|
Weighted average common and potential common
shares outstanding
|
|
|
9,983
|
|
|
|
10,143
|
|
|
|
10,104
|
|
Diluted income per share
|
|
$
|
0.61
|
|
|
$
|
1.45
|
|
|
$
|
1.00
|
|
There were 54, 12 and 2 options to purchase shares of common stock at various exercise prices in fiscal 2016, fiscal 2015 and fiscal 2014, respectively, which were not included in the computation of diluted income per share as the effect would be anti-dilutive.
Cash flow statement
The Company considers all highly liquid investments with an original maturity of three months or less at the time of purchase to be cash equivalents.
Interest paid was $10 in fiscal 2016, $11 in fiscal 2015, and $12 in fiscal 2014. In addition, income taxes paid were $5,423 in fiscal 2016, $6,491 in fiscal 2015, and $3,302 in fiscal 2014.
In fiscal 2016, fiscal 2015, and fiscal 2014, non-cash activities included pension and other postretirement benefit adjustments, net of income tax, of $1,470, $3,294 and $(2,275), respectively. Also, in fiscal 2016, fiscal 2015 and fiscal 2014, non-cash activities included the issuance of treasury stock valued at $255, $325 and $317, respectively, to the Company’s Employee Stock Purchase Plan (See Note 11).
At March 31, 2016, 2015, and 2014, there were $53, $174, and $40, respectively, of capital purchases that were recorded in accounts payable and are not included in the caption "Purchase of property, plant and equipment" in the Consolidated Statements of Cash Flows. In fiscal 2016, fiscal 2015 and fiscal 2014, capital expenditures totaling $126, $22 and $90, respectively, were financed through the issuance of capital leases.
Accumulated other comprehensive loss
Comprehensive income is comprised of net income and other comprehensive income or loss items, which are accumulated as a separate component of stockholders’ equity. For the Company, other comprehensive income or loss items include a foreign currency translation adjustment and pension and other postretirement benefit adjustments.
15
Fair value measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e. the "exit price") in an orderly transaction between market participants at the measurement date. The accounting standard for fair value establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of inputs as follows:
Level 1 – Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.
Level 2 – Valuations determined from quoted prices for similar assets or liabilities in active markets, quoted prices for identical instruments in markets that are not active or by model-based techniques in which all significant inputs are observable in the market.
Level 3 –Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.
The availability of observable inputs can vary and is affected by a wide variety of factors, including, the type of asset/liability, whether the asset/liability is established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety.
Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, assumptions are required to reflect those that market participants would use in pricing the asset or liability at the measurement date.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of sales and expenses during the reporting period. Actual results could differ materially from those estimates.
Accounting and reporting changes
In the normal course of business, management evaluates all new accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”), the Securities and Exchange Commission (“SEC”), the Emerging Issues Task Force, the American Institute of Certified Public Accountants or any other authoritative accounting body to determine the potential impact they may have on the Company's consolidated financial statements.
In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers.” This guidance establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from a company’s contracts with customers. The guidance requires companies to apply a five-step model when recognizing revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods and services. The guidance also includes a comprehensive set of disclosure requirements regarding revenue recognition. The guidance allows two methods of adoption: (1) a full retrospective approach where historical financial information is presented in accordance with the new standard and (2) a modified retrospective approach where the guidance is applied to the most current period presented in the financial statements. In August 2015, the FASB issued ASU No 2015-14 “Revenue from Contracts with Customers: Deferral of the Effective Date,” which deferred the effective date of ASU 2014-09 to annual reporting periods beginning after December 15, 2017, with earlier application permitted as of annual reporting periods beginning after December 15, 2016. In March 2016, the FASB issued ASU No. 2016-08, “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net),” to clarify the implementation guidance on principal versus agent. In April 2016, the FASB issued ASU No. 2016-10, “Revenue from Contracts
16
with Customers (Topic 606): Identifying Performance Obligations and L
icensing,” which clarifies the identifying performance obligations and licensing implementation guidance. The Company is currently evaluating the impact of adopting these ASU’s and the methods of adoption; however, given the scope of the new standard, the
Company is currently unable to provide a reasonable estimate regarding the financial impact or which method of adoption will be elected. See Note 1 for a description of the Company’s current revenue recognition policy.
In July 2015, the FASB issued ASU No. 2015-11, “Simplifying the Measurement of Inventory,” which simplifies the subsequent measurement of inventory by requiring inventory to be measured at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. This ASU is effective for public business entities for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. The Company is currently evaluating the impact that the adoption of this ASU will have on its Consolidated Financial Statements.
In November 2015, the FASB issued guidance related to the balance sheet classification of deferred income taxes. This guidance simplifies the presentation of deferred income taxes and requires deferred tax liabilities and assets be offset and presented as a single noncurrent amount for all tax-paying components of an entity within a particular tax jurisdiction. The provisions of the guidance are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Earlier application of the guidance is permitted as of the beginning of any interim or annual reporting period and may be applied prospectively or retrospectively to all periods presented. The provisions of the guidance were adopted by the Company in fiscal 2016, and the Company elected to apply the provisions retrospectively to all periods presented. The following table presents the impact of applying the provisions retrospectively on individual line items in the Company’s Consolidated Balance Sheet at March 31, 2015:
Balance Sheet Caption
|
|
Before Application
of Guidance
|
|
|
Reclassification
|
|
|
After Application
of Guidance
|
|
Current deferred income tax asset
|
|
$
|
647
|
|
|
$
|
(647
|
)
|
|
$
|
—
|
|
Other assets
|
|
$
|
150
|
|
|
$
|
(4
|
)
|
|
$
|
146
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current deferred income tax liability
|
|
$
|
(164
|
)
|
|
$
|
164
|
|
|
$
|
—
|
|
Long-term deferred income tax liability
|
|
$
|
(6,363
|
)
|
|
$
|
487
|
|
|
$
|
(5,876
|
)
|
In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842),” which requires companies to recognize all leases as assets and liabilities on the consolidated balance sheet. This ASU retains a distinction between finance leases and operating leases, and the classification criteria for distinguishing between finance leases and operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the current accounting guidance. As a result, the effect of leases on the consolidated statement of comprehensive income and a consolidated statement of cash flows is largely unchanged from previous generally accepted accounting principles. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Earlier application is permitted. The Company is currently evaluating the impact that the adoption of this ASU will have on its Consolidated Financial Statements.
In March 2016, the FASB issued ASU 2016-09, “Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” ASU 2016-09 changes how companies account for certain aspects of share-based payment awards to employees, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as classification in the statement of cash flows. ASU 2016-09 is effective for annual periods beginning after December 15, 2016, including interim periods within those annual periods. If an entity early adopts in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period and the entity must adopt all of the amendments from ASU 2016-09 in the same period. The Company is currently evaluating the impact that the adoption of this ASU will have on its Consolidated Financial Statements.
Management does not expect any other recently issued accounting pronouncements, which have not already been adopted, to have a material impact on the Company's consolidated financial statements.
17
Note 2 – Inventories:
Major classifications of inventories are as follows:
|
|
March 31,
|
|
|
|
2016
|
|
|
2015
|
|
Raw materials and supplies
|
|
$
|
3,178
|
|
|
$
|
2,763
|
|
Work in process
|
|
|
11,615
|
|
|
|
13,685
|
|
Finished products
|
|
|
659
|
|
|
|
689
|
|
|
|
|
15,452
|
|
|
|
17,137
|
|
Less – progress payments
|
|
|
4,641
|
|
|
|
3,143
|
|
|
|
$
|
10,811
|
|
|
$
|
13,994
|
|
Note 3 – Property, Plant and Equipment:
Major classifications of property, plant and equipment are as follows:
|
|
March 31,
|
|
|
|
2016
|
|
|
2015
|
|
Land
|
|
$
|
210
|
|
|
$
|
210
|
|
Buildings and leasehold improvements
|
|
|
18,774
|
|
|
|
18,682
|
|
Machinery and equipment
|
|
|
28,537
|
|
|
|
27,749
|
|
Construction in progress
|
|
|
70
|
|
|
|
70
|
|
|
|
|
47,591
|
|
|
|
46,711
|
|
Less – accumulated depreciation and amortization
|
|
|
28,844
|
|
|
|
26,899
|
|
|
|
$
|
18,747
|
|
|
$
|
19,812
|
|
Depreciation expense in fiscal 2016, fiscal 2015, and fiscal 2014 was $2,201, $2,079, and $1,977, respectively.
Note 4 – Intangible Assets:
Intangible assets are comprised of the following:
|
|
Gross Carrying
Amount
|
|
|
Accumulated
Amortization
|
|
|
Net Carrying
Amount
|
|
At March 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangibles subject to amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer relationships
|
|
$
|
2,700
|
|
|
$
|
952
|
|
|
$
|
1,748
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangibles not subject to amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
Permits
|
|
$
|
10,300
|
|
|
$
|
—
|
|
|
$
|
10,300
|
|
Tradename
|
|
|
2,500
|
|
|
|
—
|
|
|
|
2,500
|
|
|
|
$
|
12,800
|
|
|
$
|
—
|
|
|
$
|
12,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At March 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangibles subject to amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer relationships
|
|
$
|
2,700
|
|
|
$
|
772
|
|
|
$
|
1,928
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangibles not subject to amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
Permits
|
|
$
|
10,300
|
|
|
$
|
—
|
|
|
$
|
10,300
|
|
Tradename
|
|
|
2,500
|
|
|
|
—
|
|
|
|
2,500
|
|
|
|
$
|
12,800
|
|
|
$
|
—
|
|
|
$
|
12,800
|
|
Intangible assets are amortized on a straight line basis over their estimated useful lives. Intangible amortization expense was $180 in each of fiscal 2016, fiscal 2015 and fiscal 2014. As of March 31, 2016, amortization expense is estimated to be $180 in each of the fiscal years ending March 31, 2017, 2018, 2019, 2020 and 2021.
18
There was no change in goodwill during fiscal 2016 or fiscal 2015. Goodwill was $6,938 at March 31, 2016 and 2015.
Note 5 – Product Warranty Liability:
The reconciliation of the changes in the product warranty liability is as follows:
|
|
Year ended March 31,
|
|
|
|
2016
|
|
|
2015
|
|
Balance at beginning of year
|
|
$
|
653
|
|
|
$
|
308
|
|
Expense for product warranties
|
|
|
336
|
|
|
|
930
|
|
Product warranty claims paid
|
|
|
(303
|
)
|
|
|
(585
|
)
|
Balance at end of year
|
|
$
|
686
|
|
|
$
|
653
|
|
The product warranty liability is included in the line item “Accrued expenses and other current liabilities” in the Consolidated Balance Sheets.
Note 6 - Leases:
The Company leases equipment and office space under various operating leases. Lease expense applicable to operating leases was $677, $596, and $563 in fiscal 2016, fiscal 2015, and fiscal 2014, respectively.
Property, plant and equipment include the following amounts for leases which have been capitalized:
|
|
March 31,
|
|
|
|
2016
|
|
|
2015
|
|
Machinery and equipment
|
|
$
|
280
|
|
|
$
|
288
|
|
Less accumulated amortization
|
|
|
75
|
|
|
|
135
|
|
|
|
$
|
205
|
|
|
$
|
153
|
|
Amortization of machinery and equipment under capital leases amounted to $40, $54 and $72 in fiscal 2016, fiscal 2015, and fiscal 2014, respectively, and is included in depreciation expense.
As of March 31, 2016, future minimum payments required under non-cancelable leases are:
|
|
Operating
Leases
|
|
|
Capital
Leases
|
|
2017
|
|
$
|
580
|
|
|
$
|
64
|
|
2018
|
|
|
408
|
|
|
|
62
|
|
2019
|
|
|
364
|
|
|
|
55
|
|
2020
|
|
|
353
|
|
|
|
33
|
|
2021
|
|
|
238
|
|
|
|
18
|
|
Total minimum lease payments
|
|
$
|
1,943
|
|
|
$
|
232
|
|
|
|
|
|
|
|
|
|
|
Less – amount representing interest
|
|
|
|
|
|
|
20
|
|
Present value of net minimum lease payments
|
|
|
|
|
|
$
|
212
|
|
Note 7 - Debt:
Short-Term Debt
The Company and its subsidiaries had no short-term borrowings outstanding at March 31, 2016 and 2015.
On December 2, 2015, the Company entered into a new revolving credit facility agreement with JPMorgan Chase Bank, N.A. that provides a $25,000 line of credit, including letters of credit and bank guarantees, expandable at the Company’s option at any time up to $50,000. The agreement has a five year term. This facility replaced a similar facility with Bank of America, N.A.
19
At the Company’s option, amounts outstanding under the agreement will bear interest at either: (i) a rate equal to the bank’s prime rate; or (ii) a rate equal to LIBOR plus a margin. Th
e margin is based on the Company’s funded debt to earnings before interest expense, income taxes, depreciation and amortization (“EBITDA”) and may range from 1.75% to .95%. Amounts available for borrowing under the agreement are subject to an unused commi
tment fee of between 0.30% and 0.20%, depending on the above ratio. The bank’s prime rate was 3.50% at March 31, 2016. The interest rate under the prior facility with Bank of America, N.A. was also the bank’s prime rate which was 3.25% at March 31, 2015.
Outstanding letters of credit under the agreement are subject to a fee of between 1.20% and 0.70%, depending on the Company’s ratio of funded debt to EBITDA. The agreement allows the Company to reduce the fee on outstanding letters of credit to a fixed rate of .40% by securing outstanding letters of credit with cash and cash equivalents. At March 31, 2016, all outstanding letters of credit were secured by cash and cash equivalents. At March 31, 2016, there were $1,749 letters of credit outstanding on the new revolving credit facility and $8,312 with Bank of America, N.A. Availability under the line of credit was $23,251 at March 31, 2016.
Under the new revolving credit facility, the Company covenants to maintain a maximum funded debt to EBITDA ratio, as defined in such credit facility, of 3.5 to 1.0 and a minimum earnings before interest expense and income taxes (“EBIT") to interest ratio, as defined in such credit facility, of 4.0 to 1.0. The agreement also provides that the Company is permitted to pay dividends without limitation if it maintains a maximum funded debt to EBITDA ratio equal to or less than 2.0 to 1.0 and permits the Company to pay dividends in an amount equal to 25% of net income if it maintains a funded debt to EBITDA ratio of greater than 2.0 to 1.0. The Company was in compliance with all such provisions as of and for the year ended March 31, 2016. Assets with a book value of $104,059 have been pledged to secure borrowings under the credit facility.
On March 24, 2014, the Company entered into a letter of credit facility agreement to further support its international operations. The agreement provides a $5,000 line of credit to be used for the issuance of letters of credit. Under the agreement, the Company incurs an annual facility fee of 0.375% of the maximum amount available under the facility and outstanding letters of credit are subject to a fee of between 1.25% and 0.75%, depending on the Company’s ratio of funded debt to EBITDA, as defined in such credit facility. The facility requires the Company to maintain a maximum funded debt to EBITDA ratio of 3.5 to 1.0 and a minimum EBIT to interest ratio, as defined in such credit facility, of 4.0 to 1.0. At March 31, 2016 there were $1,921 letters of credit outstanding and availability under the letter of credit facility was $3,079.
Long-Term Debt
The Company and its subsidiaries had long-term capital lease obligations outstanding as follows:
|
|
March 31,
|
|
|
|
2016
|
|
|
2015
|
|
Capital lease obligations (Note 6)
|
|
$
|
212
|
|
|
$
|
158
|
|
Less: current amounts
|
|
|
55
|
|
|
|
60
|
|
Total
|
|
$
|
157
|
|
|
$
|
98
|
|
With the exception of capital leases, the Company has no long-term debt payment requirements over the next five years as of March 31, 2016.
Note 8 - Financial Instruments and Derivative Financial Instruments:
Concentrations of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents, investments, and trade accounts receivable. The Company places its cash, cash equivalents, and investments with high credit quality financial institutions, and evaluates the credit worthiness of these financial institutions on a regular basis. Concentrations of credit risk with respect to trade accounts receivable are limited due to the large number of customers comprising the Company's customer base and their geographic dispersion. At March 31, 2016 and 2015, the Company had no significant concentrations of credit risk.
Letters of Credit
The Company has entered into standby letter of credit agreements with financial institutions relating to the guarantee of future performance on certain contracts. At March 31, 2016 and 2015, the Company was contingently liable on outstanding standby letters of credit aggregating $11,982 and $10,903, respectively. See Note 7.
20
Foreign Exchange Risk Management
The Company, as a result of its global operating and financial activities, is exposed to market risks from changes in foreign exchange rates. In seeking to minimize the risks and/or costs associated with such activities, the Company may utilize foreign exchange forward contracts with fixed dates of maturity and exchange rates. The Company does not hold or issue financial instruments for trading or other speculative purposes and only holds contracts with high quality financial institutions. If the counter-parties to any such exchange contracts do not fulfill their obligations to deliver the contracted foreign currencies, the Company could be at risk for fluctuations, if any, required to settle the obligation. At March 31, 2016 and 2015, there were no foreign exchange forward contracts held by the Company.
Fair Value of Financial Instruments
The estimates of the fair value of financial instruments are summarized as follows:
Cash and cash equivalents
: The carrying amount of cash and cash equivalents approximates fair value due to the short-term maturity of these instruments and are considered Level 1 assets in the fair value hierarchy.
Investments
: The fair value of investments at March 31, 2016 and 2015 approximated the carrying value and are considered Level 2 assets in the fair value hierarchy.
Note 9 – Income Taxes:
An analysis of the components of income before income taxes is presented below:
|
|
Year ended March 31,
|
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
United States
|
|
$
|
8,301
|
|
|
$
|
20,799
|
|
|
$
|
14,127
|
|
China
|
|
|
429
|
|
|
|
953
|
|
|
|
583
|
|
|
|
$
|
8,730
|
|
|
$
|
21,752
|
|
|
$
|
14,710
|
|
The provision for income taxes related to income before income taxes consists of:
|
|
Year ended March 31,
|
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
Current:
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
3,795
|
|
|
$
|
6,616
|
|
|
$
|
5,146
|
|
State
|
|
|
54
|
|
|
|
165
|
|
|
|
68
|
|
Foreign
|
|
|
272
|
|
|
|
79
|
|
|
|
362
|
|
|
|
|
4,121
|
|
|
|
6,860
|
|
|
|
5,576
|
|
Deferred:
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
|
(1,319
|
)
|
|
|
(46
|
)
|
|
|
(761
|
)
|
State
|
|
|
(82
|
)
|
|
|
(184
|
)
|
|
|
(184
|
)
|
Foreign
|
|
|
(154
|
)
|
|
|
173
|
|
|
|
(240
|
)
|
Changes in valuation allowance
|
|
|
33
|
|
|
|
214
|
|
|
|
174
|
|
|
|
|
(1,522
|
)
|
|
|
157
|
|
|
|
(1,011
|
)
|
Total provision for income taxes
|
|
$
|
2,599
|
|
|
$
|
7,017
|
|
|
$
|
4,565
|
|
21
The reconciliation of the provision calculated using the U.S. federal tax rate with the provision for income taxes presented in the consolidated financial statements is as follows:
|
|
Year ended March 31,
|
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
Provision for income taxes at federal rate
|
|
$
|
3,055
|
|
|
$
|
7,613
|
|
|
$
|
5,149
|
|
State taxes
|
|
|
(28
|
)
|
|
|
(103
|
)
|
|
|
(139
|
)
|
Charges not deductible for income tax purposes
|
|
|
64
|
|
|
|
79
|
|
|
|
59
|
|
Recognition of tax benefit generated by qualified production
activities deduction
|
|
|
(245
|
)
|
|
|
(382
|
)
|
|
|
(403
|
)
|
Research and development tax credits
|
|
|
(232
|
)
|
|
|
(180
|
)
|
|
|
(80
|
)
|
Valuation allowance
|
|
|
33
|
|
|
|
214
|
|
|
|
174
|
|
Uncertain tax positions
|
|
|
—
|
|
|
|
—
|
|
|
|
(134
|
)
|
Other
|
|
|
(48
|
)
|
|
|
(224
|
)
|
|
|
(61
|
)
|
Provision for income taxes
|
|
$
|
2,599
|
|
|
$
|
7,017
|
|
|
$
|
4,565
|
|
The net deferred income tax liability recorded in the Consolidated Balance Sheets results from differences between financial statement and tax reporting of income and deductions. A summary of the composition of the Company's net deferred income tax liability follows:
|
|
March 31,
|
|
|
|
2016
|
|
|
2015
|
|
Depreciation
|
|
$
|
(2,352
|
)
|
|
$
|
(2,196
|
)
|
Accrued compensation
|
|
|
247
|
|
|
|
881
|
|
Prepaid pension asset
|
|
|
355
|
|
|
|
(465
|
)
|
Accrued pension liability
|
|
|
138
|
|
|
|
121
|
|
Accrued postretirement benefits
|
|
|
309
|
|
|
|
342
|
|
Compensated absences
|
|
|
571
|
|
|
|
629
|
|
Inventories
|
|
|
905
|
|
|
|
(1,042
|
)
|
Warranty liability
|
|
|
242
|
|
|
|
231
|
|
Accrued expenses
|
|
|
702
|
|
|
|
313
|
|
Stock-based compensation
|
|
|
485
|
|
|
|
500
|
|
Intangible assets
|
|
|
(5,159
|
)
|
|
|
(5,230
|
)
|
New York State investment tax credit
|
|
|
985
|
|
|
|
952
|
|
Other
|
|
|
11
|
|
|
|
40
|
|
|
|
|
(2,561
|
)
|
|
|
(4,924
|
)
|
Less: Valuation allowance
|
|
|
(985
|
)
|
|
|
(952
|
)
|
Total
|
|
$
|
(3,546
|
)
|
|
$
|
(5,876
|
)
|
Deferred income taxes include the impact of state investment tax credits of $311, which expire from 2016 to 2030 and state investment tax credits of $674, which have an unlimited carryforward period.
In assessing the realizability of deferred tax assets, management considers, within each taxing jurisdiction, whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the consideration of the weight of both positive and negative evidence, management determined that a portion of the deferred tax assets as of March 31, 2016 and 2015 related to certain state investment tax credits would not be realized, and recorded a valuation allowance of $985 and $952, respectively.
The Company files federal and state income tax returns in several domestic and international jurisdictions. In most tax jurisdictions, returns are subject to examination by the relevant tax authorities for a number of years after the returns have been filed. The Company is subject to U.S. federal examination for tax years 2013 through 2015 and examination in state tax jurisdictions for tax years 2011 through 2015. The Company is subject to examination in the People’s Republic of China for tax years 2012 through 2015. The liability for unrecognized tax benefits was $0 at each of March 31, 2016 and 2015.
22
Note 10 – Employee Benefit Plans:
Retirement Plans
The Company has a qualified defined benefit plan covering U.S. employees hired prior to January 1, 2003, which is non-contributory. Benefits are based on the employee's years of service and average earnings for the five highest consecutive calendar years of compensation in the ten-year period preceding retirement. The Company's funding policy for the plan is to contribute the amount required by the Employee Retirement Income Security Act of 1974, as amended.
The components of pension (benefit) cost are:
|
|
Year ended March 31,
|
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
Service cost during the period
|
|
$
|
521
|
|
|
$
|
546
|
|
|
$
|
576
|
|
Interest cost on projected benefit obligation
|
|
|
1,437
|
|
|
|
1,434
|
|
|
|
1,359
|
|
Expected return on assets
|
|
|
(3,181
|
)
|
|
|
(3,033
|
)
|
|
|
(2,728
|
)
|
Amortization of:
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrecognized prior service cost
|
|
|
—
|
|
|
4
|
|
|
4
|
|
Actuarial loss
|
|
|
1,174
|
|
|
580
|
|
|
|
1,002
|
|
Net pension (benefit) cost
|
|
$
|
(49
|
)
|
|
$
|
(469
|
)
|
|
$
|
213
|
|
The weighted average actuarial assumptions used to determine net pension cost are:
|
|
Year ended March 31,
|
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
Discount rate
|
|
|
3.74
|
%
|
|
|
4.46
|
%
|
|
|
4.28
|
%
|
Rate of increase in compensation levels
|
|
|
3.00
|
%
|
|
|
3.00
|
%
|
|
|
3.00
|
%
|
Long-term rate of return on plan assets
|
|
|
8.00
|
%
|
|
|
8.00
|
%
|
|
|
8.00
|
%
|
The expected long-term rate of return is based on the mix of investments that comprise plan assets and external forecasts of future long-term investment returns, historical returns, correlations and market volatilities.
The Company does not expect to make any contributions to the plan during fiscal 2017.
Changes in the Company's benefit obligation, plan assets and funded status for the pension plan are presented below:
|
|
Year ended March 31,
|
|
|
|
2016
|
|
|
2015
|
|
Change in the benefit obligation
|
|
|
|
|
|
|
|
|
Projected benefit obligation at beginning of year
|
|
$
|
39,052
|
|
|
$
|
32,789
|
|
Service cost
|
|
|
417
|
|
|
|
442
|
|
Interest cost
|
|
|
1,437
|
|
|
|
1,434
|
|
Actuarial loss (gain)
|
|
|
(402
|
)
|
|
|
5,573
|
|
Benefit payments
|
|
|
(1,350
|
)
|
|
|
(1,186
|
)
|
Liability released through annuity purchase
|
|
|
(1,710
|
)
|
|
|
—
|
|
Projected benefit obligation at end of year
|
|
$
|
37,444
|
|
|
$
|
39,052
|
|
Change in fair value of plan assets
|
|
|
|
|
|
|
|
|
Fair value of plan assets at beginning of year
|
|
$
|
40,384
|
|
|
$
|
38,548
|
|
Employer contribution
|
|
|
—
|
|
|
|
55
|
|
Actual return on plan assets
|
|
|
(765
|
)
|
|
|
2,967
|
|
Benefit and administrative expense payments
|
|
|
(1,350
|
)
|
|
|
(1,186
|
)
|
Annuities purchased
|
|
|
(1,798
|
)
|
|
|
—
|
|
Fair value of plan assets at end of year
|
|
$
|
36,471
|
|
|
$
|
40,384
|
|
|
|
|
|
|
|
|
|
|
Funded status
|
|
|
|
|
|
|
|
|
Funded status at end of year
|
|
$
|
(973
|
)
|
|
$
|
1,332
|
|
Amount recognized in the Consolidated Balance Sheets
|
|
$
|
(973
|
)
|
|
$
|
1,332
|
|
23
The weighted average actuarial assumptions used to determine the benefit obligation are:
|
|
March 31,
|
|
|
|
2016
|
|
|
2015
|
|
Discount rate
|
|
|
3.93
|
%
|
|
|
3.74
|
%
|
Rate of increase in compensation levels
|
|
|
3.00
|
%
|
|
|
3.00
|
%
|
During fiscal 2016, the pension plan released liabilities for vested benefits of certain participants through the purchase of nonparticipating annuity contracts with a third party insurance company. As a result of this transaction, the projected benefit obligation and plan assets decreased $1,710 and $1,798, respectively. The projected benefit obligation is the actuarial present value of benefits attributable to employee service rendered to date, including the effects of estimated future pay increases. In fiscal 2015, the mortality assumption changed from the RP 2000 Mortality Table, projected to 2015 and weighted 50% blue collar for males and the RP 2000 Combined Healthy Table for females projected to 2015 to the sex district RP 2014 dollar weighted annuitant and non-annuitant Mortality Table projected to 2020 using scale MP-2014. This change resulted in an increase to the projected benefit obligation of approximately $2,145. The accumulated benefit obligation reflects the actuarial present value of benefits attributable to employee service rendered to date, but does not include the effects of estimated future pay increases. The accumulated benefit obligation as of March 31, 2016 and 2015 was $32,270 and $33,998, respectively. At March 31, 2016 and 2015, the pension plan was fully funded on an accumulated benefit obligation basis.
Amounts recognized in accumulated other comprehensive loss, net of income tax, consist of:
|
|
March 31,
|
|
|
|
2016
|
|
|
2015
|
|
Net actuarial loss
|
|
$
|
10,662
|
|
|
$
|
9,141
|
|
The increase (decrease) in accumulated other comprehensive loss, net of income tax, consists of:
|
|
March 31,
|
|
|
|
2016
|
|
|
2015
|
|
Net actuarial loss arising during the year
|
|
$
|
2,280
|
|
|
$
|
3,578
|
|
Amortization of actuarial loss
|
|
|
(759
|
)
|
|
|
(375
|
)
|
Amortization of prior service cost
|
|
|
—
|
|
|
|
(3
|
)
|
|
|
$
|
1,521
|
|
|
$
|
3,200
|
|
The estimated net actuarial loss and prior service cost for the pension plan that will be amortized from accumulated other comprehensive loss into net pension cost in fiscal 2017 are $1,351 and $0, respectively.
The following benefit payments, which reflect future service, are expected to be paid:
2017
|
|
$
|
1,239
|
|
2018
|
|
|
1,261
|
|
2019
|
|
|
1,270
|
|
2020
|
|
|
1,484
|
|
2021
|
|
|
1,639
|
|
2022-2026
|
|
|
8,896
|
|
Total
|
|
$
|
15,789
|
|
The weighted average asset allocation of the plan assets by asset category is as follows:
|
|
|
|
March 31,
|
|
Asset Category
|
|
Target Allocation
|
|
2016
|
|
|
2015
|
|
Equity securities
|
|
50-70%
|
|
|
67
|
%
|
|
|
66
|
%
|
Debt securities
|
|
20-50%
|
|
|
33
|
%
|
|
|
34
|
%
|
|
|
|
|
|
100
|
%
|
|
|
100
|
%
|
The investment strategy of the plan is to generate a consistent total investment return sufficient to pay present and future plan benefits to retirees, while minimizing the long-term cost to the Company. Target allocations for asset categories are used to earn a
24
reasonable rate of return, provide required liquidity and minimize the risk of large losses. Targ
ets are adjusted when considered necessary to reflect trends and developments within the overall investment environment.
The fair values of the Company's pension plan assets at March 31, 2016 and 2015, by asset category, are as follows:
|
|
|
|
|
|
Fair Value Measurements Using
|
|
Asset Category
|
|
At
March 31, 2016
|
|
|
Quoted prices in
active markets for
identical assets
(Level 1)
|
|
|
Significant other
observable inputs
(Level 2)
|
|
|
Significant
unobservable inputs
(Level 3)
|
|
Cash
|
|
$
|
103
|
|
|
$
|
103
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. companies
|
|
|
20,010
|
|
|
|
20,010
|
|
|
|
—
|
|
|
|
—
|
|
International companies
|
|
|
4,459
|
|
|
|
4,459
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate bond funds
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intermediate-term
|
|
|
9,520
|
|
|
|
9,520
|
|
|
|
—
|
|
|
|
—
|
|
Short-term
|
|
|
2,379
|
|
|
|
2,379
|
|
|
|
—
|
|
|
|
—
|
|
|
|
$
|
36,471
|
|
|
$
|
36,471
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
Fair Value Measurements Using
|
|
Asset Category
|
|
At
March 31, 2015
|
|
|
Quoted prices in
active markets for
identical assets
(Level 1)
|
|
|
Significant other
observable inputs
(Level 2)
|
|
|
Significant
unobservable inputs
(Level 3)
|
|
Cash
|
|
$
|
126
|
|
|
$
|
126
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. companies
|
|
|
21,586
|
|
|
|
21,586
|
|
|
|
—
|
|
|
|
—
|
|
International companies
|
|
|
4,854
|
|
|
|
4,854
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate bond funds
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intermediate-term
|
|
|
11,109
|
|
|
|
11,109
|
|
|
|
—
|
|
|
|
—
|
|
Short-term
|
|
|
2,709
|
|
|
|
2,709
|
|
|
|
—
|
|
|
|
—
|
|
|
|
$
|
40,384
|
|
|
$
|
40,384
|
|
|
$
|
—
|
|
|
$
|
—
|
|
The fair value of Level 1 pension assets are obtained by reference to the last quoted price of the respective security on the market which it trades. See Note 1 to the Consolidated Financial Statements.
On February 4, 2003, the Company closed the defined benefit plan to all employees hired on or after January 1, 2003. In place of the defined benefit plan, these employees participate in the Company’s domestic defined contribution plan. The Company contributes a fixed percentage of employee compensation to this plan on an annual basis for these employees. The Company contribution to the defined contribution plan for these employees in fiscal 2016, fiscal 2015 and fiscal 2014 was $315, $294 and $257, respectively.
The Company has a Supplemental Executive Retirement Plan ("SERP") which provides retirement benefits associated with wages in excess of the legislated qualified plan maximums. Pension expense recorded in fiscal 2016, fiscal 2015, and fiscal 2014 related to this plan was $76, $70 and $70, respectively. At March 31, 2016 and 2015, the related liability was $391 and $341, respectively. The current portion of the related liability of $26 and $26 at March 31, 2016 and 2015, respectively, is included in the caption "Accrued Compensation" and the long-term portion is included in “Accrued Pension Liability” in the Consolidated Balance Sheets.
The Company has a domestic defined contribution plan (401k) covering substantially all employees. The Company provides matching contributions equal to 100% of the first 3% of an employee’s salary deferral and 50% of the next 2% percent of an employee’s salary deferral. Company contributions are immediately vested. Contributions were $866 in fiscal 2016, $940 in fiscal 2015 and $831 in fiscal 2014.
25
Other Postretirement Benefits
In addition to providing pension benefits, the Company has a plan in the U.S. that provides health care benefits for eligible retirees and eligible survivors of retirees. The Company’s share of the medical premium cost has been capped at $4 for family coverage and $2 for single coverage for early retirees, and $1 for both family and single coverage for regular retirees.
On February 4, 2003, the Company terminated postretirement health care benefits for its U.S. employees. Benefits payable to retirees of record on April 1, 2003 remained unchanged.
The components of postretirement benefit expense (income) are:
|
|
Year ended March 31,
|
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
Interest cost on accumulated benefit obligation
|
|
$
|
29
|
|
|
$
|
31
|
|
|
$
|
33
|
|
Amortization of prior service benefit
|
|
|
—
|
|
|
|
(106
|
)
|
|
|
(166
|
)
|
Amortization of actuarial loss
|
|
|
40
|
|
|
|
35
|
|
|
|
46
|
|
Net postretirement benefit expense (income)
|
|
$
|
69
|
|
|
$
|
(40
|
)
|
|
$
|
(87
|
)
|
The weighted average discount rate used to develop the net postretirement benefit cost were 3.11%, 3.59% and 3.26% in fiscal 2016, fiscal 2015 and fiscal 2014, respectively.
Changes in the Company's benefit obligation, plan assets and funded status for the plan are as follows:
|
|
Year ended March 31,
|
|
|
|
2016
|
|
|
2015
|
|
Change in the benefit obligation
|
|
|
|
|
|
|
|
|
Projected benefit obligation at beginning of year
|
|
$
|
968
|
|
|
$
|
951
|
|
Interest cost
|
|
|
29
|
|
|
|
31
|
|
Actuarial loss (gain)
|
|
|
(38
|
)
|
|
|
75
|
|
Benefit payments
|
|
|
(84
|
)
|
|
|
(89
|
)
|
Projected benefit obligation at end of year
|
|
$
|
875
|
|
|
$
|
968
|
|
Change in fair value of plan assets
|
|
|
|
|
|
|
|
|
Fair value of plan assets at beginning of year
|
|
$
|
—
|
|
|
$
|
—
|
|
Employer contribution
|
|
|
84
|
|
|
|
89
|
|
Benefit payments
|
|
|
(84
|
)
|
|
|
(89
|
)
|
Fair value of plan assets at end of year
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
Funded status
|
|
|
|
|
|
|
|
|
Funded status at end of year
|
|
$
|
(875
|
)
|
|
$
|
(968
|
)
|
Amount recognized in the Consolidated Balance Sheets
|
|
$
|
(875
|
)
|
|
$
|
(968
|
)
|
The weighted average actuarial assumptions used to develop the accrued postretirement benefit obligation were:
|
|
March 31,
|
|
|
|
2016
|
|
|
2015
|
|
Discount rate
|
|
|
3.16
|
%
|
|
|
3.11
|
%
|
Medical care cost trend rate
|
|
|
8.00
|
%
|
|
|
8.00
|
%
|
The medical care cost trend rate used in the actuarial computation ultimately reduces to 5% in 2022 and subsequent years. This was accomplished using 0.5% decrements for the years ended March 31, 2016 through 2022.
The current portion of the accrued postretirement benefit obligation of $88 and $92, at March 31, 2016 and 2015, respectively, is included in the caption "Accrued Compensation" and the long-term portion is separately presented in the Consolidated Balance Sheets.
26
Amounts recognized in accumulated other comprehensive loss, net of income tax, consist of:
|
|
March 31,
|
|
|
|
2016
|
|
|
2015
|
|
Net actuarial loss
|
|
$
|
270
|
|
|
$
|
321
|
|
The increase (decrease) in accumulated other comprehensive loss, net of income tax, consists of:
|
|
March 31,
|
|
|
|
2016
|
|
|
2015
|
|
Net actuarial loss (gain) arising during the year
|
|
$
|
(26
|
)
|
|
$
|
48
|
|
Amortization of actuarial loss
|
|
|
(25
|
)
|
|
|
(23
|
)
|
Amortization of prior service cost
|
|
|
—
|
|
|
|
69
|
|
|
|
$
|
(51
|
)
|
|
$
|
94
|
|
The estimated net actuarial loss and prior service cost for the other postretirement benefit plan that will be amortized from accumulated other comprehensive loss into net postretirement benefit income in fiscal 2017 are $39 and $0, respectively.
The following benefit payments are expected to be paid during the fiscal years ending March 31:
2017
|
|
$
|
88
|
|
2018
|
|
|
84
|
|
2019
|
|
|
81
|
|
2020
|
|
|
77
|
|
2021
|
|
|
73
|
|
2022-2026
|
|
|
304
|
|
Total
|
|
$
|
707
|
|
Assumed medical care cost trend rates could have a significant effect on the amounts reported for the postretirement benefit plan. However, due to the caps imposed on the Company’s share of the premium costs, a one percentage point change in assumed medical care cost trend rates would not have a significant effect on the total service and interest cost components or the postretirement benefit obligation.
Employee Stock Ownership Plan
The Company has a noncontributory Employee Stock Ownership Plan ("ESOP") that covers substantially all employees in the U.S. There were 202 and 233 shares in the ESOP at March 31, 2016 and 2015, respectively. There were no Company contributions to the ESOP in fiscal 2016, fiscal 2015 or fiscal 2014. Dividends paid on allocated shares accumulate for the benefit of the employees who participate in the ESOP.
Self-Insured Medical Plan
Effective January 1, 2014, the Company commenced self-funding the medical insurance coverage provided to its U.S. based employees. The Company has obtained a stop loss insurance policy in an effort to limit its exposure to claims. The Company has specific stop loss coverage per employee for claims incurred during the year exceeding $100 per employee with annual maximum aggregate stop loss coverage per employee of $1,000. The Company also has total plan annual maximum aggregate stop loss coverage of $2,602. The liability of $176 and $446 on March 31, 2016 and 2015, respectively, related to the self-insured medical plan is primarily based upon claim history and is included in the caption “Accrued Compensation” in the Consolidated Balance Sheets.