Attached files
| file | filename |
|---|---|
| EX-99 - STANDEX INTERNATIONAL CORP/DE/ | ex99.pdf |
| 8-K/A - STANDEX INTERNATIONAL CORP/DE/ | 8ka.htm |
News Release
STANDEX INTERNATIONAL CORPORATION l SALEM, NH 03079 l TEL (603) 893-9701 l FAX (603) 893-7324 l WEB www.standex.com
Contact:
Thomas DeByle, CFO FOR IMMEDIATE RELEASE
(603) 893-9701
e-mail: InvestorRelations@Standex.com
STANDEX ANNOUNCES SALE OF MINORITY INTEREST IN COMBI OVEN COOKING BUSINESS;
PROVIDES UPDATE ON COOKING SOLUTIONS DIVESTITURE;
ISSUES UPDATED PROFORMA HISTORICAL FINANCIAL RESULTS TO SHOW IMPACT ON SALES, MARGINS, AND GAAP AND NON-GAAP EPS MEASURES
SALEM, NH –January 15, 2019. . . . Standex International Corporation (NYSE:SXI) announced today that it has sold its minority interest investment in Giorik, SpA (“Giorik”) to that business’s majority owner. It was necessary to have the Company’s partner repurchase the minority interest in Giorik to allow the eventual buyer of Cooking Solutions maximum flexibility and to have a supply contract with the partner in place.
Standex continues to make progress on the Cooking Solutions divestiture from the Food Service Equipment Group segment in line with its plan. Standex has provided an updated table, attached to this release, to show the pro-forma historical impact of the divestitures of both Cooking Solutions and the Giorik minority interest on sales, margins and earnings per share both on a GAAP and non-GAAP basis.
About Standex
Standex International Corporation is a multi-industry manufacturer in five broad business segments: Food Service Equipment Group, Engineering Technologies Group, Engraving Group, Electronics Products Group, and Hydraulics Products Group with operations in the United States, Europe, Japan, Canada, Australia, Singapore, Mexico, Brazil, Argentina, Turkey, South Africa, India and China. For additional information, visit the Company's website at http://standex.com/.
Use of Non-GAAP Financial Measures
In addition to the financial measures prepared in accordance with generally accepted accounting principles (“GAAP”), the Company uses certain non-GAAP financial measures, including non-GAAP income from operations, non-GAAP net income from continuing operations, free operating cash flow, EBITDA (earnings before interest, taxes, depreciation and amortization) and adjusted earnings per share. The attached financial tables reconcile non-GAAP measures used in this press release to the most directly comparable GAAP measures. The Company believes that the use of non-GAAP measures including the impact of restructuring charges, purchase accounting, discrete tax events, and acquisition costs help investors to obtain a better understanding of our operating results and prospects, consistent with how management measures and forecasts the Company's performance, especially when comparing such results to previous periods. An understanding of the impact in a particular quarter of specific restructuring costs, acquisition expenses, or other gains and losses, on net income (absolute as well as on a per-share basis), operating income or EBITDA can give management and investors additional insight into core financial performance, especially when compared to quarters in which such items had a greater or lesser effect, or no effect. Non-GAAP measures should be considered in addition to, and not as a replacement for, the corresponding GAAP measures, and may not be comparable to similarly titled measures reported by other companies.
1 Safe Harbor Language
Statements in this news release include, or may be based upon, management's current expectations, estimates and/or projections about Standex's markets and industries. These statements are forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Actual results may materially differ from those indicated by such forward-looking statements as a result of certain risks, uncertainties and assumptions that are difficult to predict. Among the factors that could cause actual results to differ are the impact of implementation of government regulations and programs affecting our businesses, unforeseen legal judgments, fines or settlements, uncertainty in conditions in the financial and banking markets, general domestic and international economy including more specifically increases in raw material costs, the ability to substitute less expensive alternative raw materials, the heavy construction vehicle market, the ability to continue to successfully implement productivity improvements, increase market share, access new markets, introduce new products, enhance our
presence in strategic channels, the successful expansion and automation of manufacturing capabilities and diversification efforts in emerging markets, the ability to continue to achieve cost savings through lean manufacturing, cost reduction activities, and low cost sourcing, effective completion of plant consolidations, successful completion and integration of acquisitions and the other factors discussed in the Annual Report of Standex on Form 10-K for the fiscal year ending June 30, 2018, which is on file with the Securities and Exchange Commission, and any subsequent periodic reports filed by the Company with the Securities and Exchange Commission. In addition, any forward-looking statements represent management's estimates only as of the day made and should not be relied upon as representing management's estimates as of any subsequent date. While the Company may elect to update forward-looking statements at some point in the future, the Company and management specifically disclaim any obligation to do so, even if management's estimates change.
Reconciliation of Q2 and Fiscal Year to Date 2018 Financial Results to Reflect Planned Divestiture of Cooking Solutions Group
Second Quarter FY 2018 | Q2 FY18 Reported | Cooking Divestiture | Pension Exp. Reclassification | Q2 GAAP Adjusted | Pro Forma Non-GAAP Adjs. | Q2 FY18 Pro Forma |
Net Sales | 209,751 | 24,057 | - | 185,694 | - | 185,694 |
Cost of Goods Sold | 138,225 | 15,710 | (139) | 122,376 | - | 122,376 |
Gross Profit | 71,526 | 8,347 | 139 | 63,318 | - | 63,318 |
% | 34.1% | 34.7% |
| 34.1% |
| 34.1% |
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|
|
SG&A | 50,679 | 6,464 | (421) | 43,794 | - | 43,794 |
Acquisition Related Costs | 703 | - | - | 703 | (703) | - |
Restructuring | 1,966 | 192 | - | 1,774 | (1,774) | - |
Operating Income | 18,178 | 1,691 | 560 | 17,047 | 2,477 | 19,524 |
% | 8.7% | 7.0% |
| 9.2% |
| 10.5% |
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|
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|
|
Interest Expense | 1,793 | - | - | 1,793 | - | 1,793 |
Non-Operating Exp./ (Income) | (453) | (135) | 560 | 242 | - | 242 |
Profit Before Tax | 16,838 | 1,826 | - | 15,012 | 2,477 | 17,489 |
Income Tax | 19,642 | 283 | - | 19,359 | (14,338) | 5,021 |
Net Income Continuing Ops | (2,804) | 1,543 | - | (4,347) | 16,815 | 12,468 |
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Second Quarter YTD FY 2018 | Q2 YTD FY18 Reported | Cooking Divestiture | Pension Exp. Reclassification | Q2 GAAP Adjusted | Pro Forma Non-GAAP Adjs. | Q2 YTD FY18 Pro Forma |
Net Sales | 424,130 | 49,295 | - | 374,835 | - | 374,835 |
Cost of Goods Sold | 278,423 | 32,345 | (231) | 245,847 | (205) | 245,642 |
Gross Profit | 145,707 | 16,950 | 231 | 128,988 | 205 | 129,193 |
% | 34.4% | 34.4% |
| 34.4% |
| 34.5% |
|
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|
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|
|
SG&A | 100,705 | 12,968 | (886) | 86,851 | - | 86,851 |
Acquisition Related Costs | 1,708 | - | - | 1,708 | (1,708) | - |
Restructuring | 4,970 | 238 | - | 4,732 | (4,732) | - |
Operating Income | 38,324 | 3,744 | 1,117 | 35,697 | 6,645 | 42,342 |
% | 9.0% | 7.6% |
| 9.5% |
| 11.3% |
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|
|
Interest Expense | 3,514 | - | - | 3,514 | - | 3,514 |
Non-Operating Exp./(Income) | (1,057) | (276) | 1,117 | 336 | - | 336 |
Profit Before Tax | 35,867 | 4,020 | - | 31,847 | 6,645 | 38,492 |
Income Tax | 24,672 | 1,050 | - | 23,622 | (13,268) | 10,354 |
Net Income Continuing Ops | 11,195 | 2,970 | - | 8,225 | 19,913 | 28,138 |
Reconciliation of Fiscal Q3 and Q4 2018 Financial Results to Reflect Planned Divestiture of Cooking Solutions Group
Third Quarter FY 2018 |
| Q3 FY18 Reported |
| Cooking Divestiture |
| Pension Exp. Reclassification |
| Q3 GAAP Adjusted |
| Pro Forma Non-GAAP Adjs |
| Q3 FY18 Pro Forma | |||||||||||
Net Sales |
| 216,743 |
| 24,596 |
| - |
| 192,147 |
| - |
| 192,147 | |||||||||||
Cost of Goods Sold |
| 142,971 |
| 16,796 |
| (139) |
| 126,036 |
| - |
| 126,036 | |||||||||||
Gross Profit |
| 73,772 |
| 7,800 |
| 139 |
| 66,111 |
| - |
| 66,111 | |||||||||||
% |
| 34.0% |
| 31.7% |
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| 34.4% |
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| 34.4% | |||||||||||
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SG&A |
| 51,854 |
| 6,552 |
| (430) |
| 44,872 |
| - |
| 44,872 | |||||||||||
Acquisition Related Costs |
| 1,254 |
| - |
| - |
| 1,254 |
| (1,254) |
| - | |||||||||||
Restructuring |
| 1,337 |
| 276 |
| - |
| 1,061 |
| (1,061) |
| - | |||||||||||
Operating Income |
| 19,327 |
| 972 |
| 569 |
| 18,924 |
| 2,315 |
| 21,239 | |||||||||||
% |
| 8.9% |
| 4.0% |
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| 9.8% |
|
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| 11.1% | |||||||||||
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Interest Expense |
| 2,286 |
| - |
| - |
| 2,286 |
| - |
| 2,286 | |||||||||||
Non-Operating Exp./(Income) | 293 |
| (139) |
| 569 |
| 1,001 |
| - |
| 1,001 | ||||||||||||
Profit Before Tax |
| 16,748 |
| 1,111 |
| - |
| 15,637 |
| 2,315 |
| 17,952 | |||||||||||
Income Tax |
| 3,928 |
| 231 |
| - |
| 3,697 |
| 1,132 |
| 4,829 | |||||||||||
Net Income Continuing Ops | 12,820 |
| 880 |
| - |
| 11,940 |
| 1,183 |
| 13,123 | ||||||||||||
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Fourth Quarter FY 2018 |
| Q4 FY18 Reported |
| Cooking Divestiture |
| Pension Exp. Reclassification |
| Q4 GAAP Adjusted |
| Pro Forma Non-GAAP Adjs |
| Q4 FY18 Pro Forma | |||||||||||
Net Sales |
| 227,508 |
| 24,039 |
| - |
| 203,469 |
| - |
| 203,469 | |||||||||||
Cost of Goods Sold |
| 145,188 |
| 16,082 |
| (139) |
| 128,967 |
| - |
| 128,967 | |||||||||||
Gross Profit |
| 82,320 |
| 7,957 |
| 139 |
| 74,502 |
| - |
| 74,502 | |||||||||||
% |
| 36.2% |
| 33.1% |
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| 36.6% |
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| 36.6% | |||||||||||
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SG&A |
| 53,898 |
| 6,456 |
| (356) |
| 47,086 |
| - |
| 47,086 | |||||||||||
Acquisition Related Costs |
| 749 |
| - |
| - |
| 749 |
| (749) |
| - | |||||||||||
Restructuring |
| 1,287 |
| 115 |
| - |
| 1,172 |
| (1,172) |
| - | |||||||||||
Operating Income |
| 26,386 |
| 1,386 |
| 495 |
| 25,495 |
| 1,921 |
| 27,416 | |||||||||||
% |
| 11.6% |
| 5.8% |
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| 12.5% |
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| 13.5% | |||||||||||
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Interest Expense |
| 2,230 |
| - |
| - |
| 2,230 |
| - |
| 2,230 | |||||||||||
Non-Operating Exp./(Income) | (481) |
| (211) |
| 495 |
| 225 |
| - |
| 225 | ||||||||||||
Profit Before Tax |
| 24,637 |
| 1,597 |
| - |
| 23,040 |
| 1,921 |
| 24,961 | |||||||||||
Income Tax |
| 12,020 |
| 420 |
| - |
| 11,600 |
| (5,782) |
| 5,818 | |||||||||||
Net Income Continuing Ops | 12,617 |
| 1,177 |
| - |
| 11,440 |
| 7,703 |
| 19,143 | ||||||||||||
Impact of Food Service Equipment Group Sales and Operating Income on Cooking Solutions Group Divestiture
| Q1 FY17 | Q2 FY17 | Q3 FY17 | Q4 FY17 | Q1 FY18 | Q2 FY18 | Q3 FY18 | Q4 FY18 |
FSEG Reported Operating Income | 9,488 | 7,206 | 7,418 | 9,324 | 10,424 | 7,841 | 6,785 | 9,803 |
Reclassify Cooking as Disc Ops | (3,199) | (2,149) | (2,593) | (2,495) | (2,070) | (1,691) | (972) | (1,386) |
FSEG GAAP Operating Income | 6,289 | 5,057 | 4,825 | 6,829 | 8,354 | 6,150 | 5,813 | 8,417 |
Add: Horizon Purchase Accounting | - | 1,086 | - | - | - | - | - | - |
Cooking Restructuring Expense | (53) | (3) | (7) | - | (47) | (192) | (276) | (115) |
Cooking Gain on Sale of Real Estate Above | - | - | - | 652 | - | - | - | - |
Restated FSEG Operating Income | 6,236 | 6,140 | 4,818 | 7,481 | 8,307 | 5,958 | 5,537 | 8,302 |
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Sales as Reported | 92,651 | 92,200 | 92,730 | 103,388 | 103,064 | 97,222 | 95,482 | 101,121 |
Reclassify Cooking as Disc Ops | (27,653) | (24,370) | (26,591) | (28,759) | (25,237) | (24,058) | (24,596) | (24,039) |
Restated FSEG Sales | 64,998 | 67,830 | 66,139 | 74,629 | 77,827 | 73,164 | 70,886 | 77,082 |
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Adjusted Op Income % of Adjusted Sales | 9.6% | 9.1% | 7.3% | 10.0% | 10.7% | 8.1% | 7.8% | 10.8% |
Reported Op Income % of Reported Sales | 10.2% | 7.8% | 8.0% | 9.0% | 10.1% | 8.1% | 7.1% | 9.7% |
Reconciliation of GAAP to non-GAAP measures
Adjusted Earnings per Share
| Q1 FY17 |
| Q2 FY17 |
| Q3 FY17 |
| Q4 FY17 |
| Q1 FY18 |
| Q2 FY18 |
| Q3 FY18 |
| Q4 FY18 |
Reported EPS | 1.12 |
| 0.82 |
| 0.60 |
| 1.11 |
| 1.10 |
| (0.22) |
| 1.00 |
| 0.99 |
Reclassify Cooking as Disc Ops | (0.18) |
| (0.13) |
| (0.13) |
| (0.14) |
| (0.12) |
| (0.13) |
| (0.08) |
| (0.11) |
Restated EPS from Continuing Ops | 0.94 |
| 0.69 |
| 0.47 |
| 0.97 |
| 0.98 |
| (0.35) |
| 0.92 |
| 0.88 |
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Adjustments: |
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Restructuring as Reported | 0.02 |
| 0.10 |
| 0.06 |
| 0.16 |
| 0.18 |
| 0.12 |
| 0.08 |
| 0.08 |
Cooking Restructuring in Above | - |
| - |
| - |
| - |
| - |
| (0.01) |
| (0.02) |
| (0.01) |
Acquisition Related Costs | - |
| 0.09 |
| 0.32 |
| 0.05 |
| 0.06 |
| 0.04 |
| 0.07 |
| 0.04 |
Purchase Accounting | - |
| 0.06 |
| - |
| 0.12 |
| 0.01 |
| - |
| - |
| - |
Stock Comp Tax Accounting Change | 0.03 |
| 0.02 |
| - |
| (0.05) |
| - |
| - |
| - |
| - |
Discrete Tax Items | - |
| (0.04) |
| - |
| - |
| - |
| 1.18 |
| (0.04) |
| 0.49 |
Loss / (Gain) on Real Estate Sale | - |
| - |
| - |
| (0.04) |
| - |
| - |
| - |
| - |
Cooking Gain on Real Estate Above | - |
| - |
| - |
| 0.04 |
| - |
| - |
| - |
| - |
Adjusted EPS ex Cooking | 0.99 |
| 0.92 |
| 0.85 |
| 1.25 |
| 1.23 |
| 0.98 |
| 1.01 |
| 1.48 |
As Reported Adjusted EPS Incl. CSG | 1.17 |
| 1.05 |
| 0.98 |
| 1.35 |
| 1.35 |
| 1.12 |
| 1.11 |
| 1.60 |
Adjusted EBIT by Quarter
| Q1 FY17 | Q2 FY17 | Q3 FY17 | Q4 FY17 | Q1 FY18 | Q2 FY18 | Q3 FY18 | Q4 FY18 |
Net Income / (Loss) from Continuing Operations as Reported | 13,951 | 10,258 | 7,644 | 14,799 | 14,000 | (2,804) | 12,822 | 12,617 |
Provision for Income Taxes | 5,556 | 2,458 | 2,890 | 4,376 | 5,030 | 19,642 | 3,927 | 12,020 |
Interest Expense | 697 | 850 | 953 | 1,543 | 1,721 | 1,793 | 2,286 | 2,230 |
EBIT as Reported | 20,204 | 13,566 | 11,487 | 20,718 | 20,751 | 18,631 | 19,035 | 26,867 |
Reclassify Cooking as Disc Ops | (3,357) | (2,326) | (2,676) | (2,678) | (2,239) | (2,018) | (1,388) | (1,728) |
Restated EBIT from Continuing Ops | 16,847 | 11,240 | 8,811 | 18,040 | 18,512 | 16,613 | 17,647 | 25,139 |
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Adjustments: |
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Restructuring | 394 | 1,664 | 1,019 | 2,748 | 3,004 | 1,966 | 1,337 | 1,287 |
Cooking Restructuring in Above | (53) | (3) | (7) | - | (47) | (192) | (276) | (115) |
Acquisition Related Costs | - | 1,503 | 5,422 | 918 | 1,005 | 703 | 1,254 | 749 |
Purchase Accounting | - | 1,086 | - | 1,998 | 205 | - | - | - |
Loss / (Gain) on Real Estate Sale | - | - | - | (652) | - | - | - | - |
Cooking Gain on Real Estate in Above | - | - | - | 652 | - | - | - | - |
Adjusted EBIT from Continuing Ops | 17,188 | 15,490 | 15,245 | 23,704 | 22,679 | 19,090 | 19,962 | 27,060 |
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Sales as Reported | 179,600 | 173,854 | 184,715 | 217,089 | 214,379 | 209,751 | 216,743 | 227,508 |
Reclassify Cooking as Disc Ops | (27,653) | (24,370) | (26,591) | (28,759) | (25,237) | (24,058) | (24,596) | (24,039) |
Adjusted Sales from Continuing Ops | 151,947 | 149,484 | 158,124 | 188,330 | 189,142 | 185,693 | 192,147 | 203,469 |
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Adjusted EBIT % of Adjusted Sales | 11.3% | 10.4% | 9.6% | 12.6% | 12.0% | 10.3% | 10.4% | 13.3% |
Reconciliation of GAAP to non-GAAP measures
Adjusted EBITDA
FULL YEAR
| FY13 | FY14 | FY15 | FY16 | FY17 | FY18 |
Net Income, as Reported | 44,054 | 49,749 | 55,243 | 52,230 | 46,577 | 36,632 |
Provision for Income Taxes | 15,244 | 18,054 | 20,874 | 16,295 | 15,355 | 40,620 |
Interest Expense | 2,469 | 2,249 | 3,161 | 2,871 | 4,043 | 8,030 |
Depreciation & Amortization | 15,236 | 14,591 | 16,683 | 17,954 | 20,315 | 29,163 |
EBITDA | 77,003 | 84,643 | 95,961 | 89,350 | 86,290 | 114,445 |
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Adjustments: |
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Restructuring | 2,666 | 10,077 | 3,443 | 4,232 | 5,825 | 7,594 |
CSG Restructuring in Above | (157) | (9,155) | (2,574) | (2,168) | (63) | (630) |
Acquisition Related Costs | - | - | - | - | 7,843 | 3,749 |
Purchase Accounting | 1,549 | 60 | 1,696 | 423 | 3,084 | 205 |
CSG Purchase Accounting in Above |
| (60) | (587) |
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Legal Settlement | 2,809 | - | - | - | - | - |
Management Transition Costs | - | 3,918 | - | - | - | - |
Loss on Disposed Business | - | - | - | 7,267 | - | - |
DA of Disposed Business (RPM) | (1,090) | (668) | (506) | (508) |
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DA of Disposed Business (CSG) | (2,328) | (2,108) | (2,977) | (2,954) | (2,502) | (2,457) |
Profit by Disposed Business (RPM) | (1,436) | (174) | (90) | (860) | - | - |
Profit by Disposed Business (CSG) | (7,185) | (5,436) | (2,878) | (12,483) | (11,036) | (7,373) |
Life Insurance Benefit | (2,278) | (3,353) | - | - | - | - |
Net Gain on Insurance Proceeds | - | (3,462) | (497) | - | - | - |
Loss / (Gain) on Real Estate Sale | - | - | - | 191 | (652) | - |
CSG Real Estate Gain in Above | - | - | - | - | 652 | - |
Adjusted EBITDA | 69,553 | 74,282 | 90,991 | 82,490 | 89,441 | 115,533 |
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Sales as Reported | 673,390 | 716,180 | 772,142 | 751,586 | 755,258 | 868,382 |
Sales of Disposed Business (RPM) | (16,468) | (14,645) | (14,654) | (17,445) | - | - |
Sales of Disposed Business (CSG) | (100,092) | (97,050) | (118,621) | (119,161) | (107,373) | (97,930) |
Adjusted Sales | 556,830 | 604,485 | 638,867 | 614,980 | 647,885 | 770,452 |
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Adjusted EBITDA % of Adjusted Sales | 12.5% | 12.3% | 14.2% | 13.4% | 13.8% | 15.0% |
CSG Operating Statistics by Quarter
| Q1 FY17 | Q2 FY17 | Q3 FY17 | Q4 FY17 | Q1 FY18 | Q2 FY18 | Q3 FY18 | Q4 FY18 |
CAPEX | 37 | 339 | 375 | 240 | 528 | 432 | 223 | 81 |
Depreciation & Amortization | 638 | 628 | 610 | 625 | 598 | 611 | 623 | 635 |
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Accounts Receivable | 13,035 | 10,923 | 10,913 | 12,820 | 13,303 | 11,723 | 12,180 | 14,445 |
Inventory | 23,957 | 23,559 | 25,131 | 23,316 | 23,723 | 24,922 | 24,451 | 22,923 |
Accounts Payable | (9,045) | (8,814) | (11,462) | (12,910) | (9,525) | (9,896) | (9,936) | (10,759) |
Net Working Capital | 27,947 | 25,668 | 24,582 | 23,226 | 27,501 | 26,749 | 26,695 | 26,609 |