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Restatement of Condensed Consolidated Financial Statements
3 Months Ended
Dec. 31, 2022
Restatement of Condensed Consolidated Financial Statements  
Restatement of Condensed Consolidated Financial Statements

Note 1. Restatement of Condensed Consolidated Financial Statements

During the preparation of its unaudited consolidated financial statements for the fiscal quarter ended April 1, 2023, the Company determined that certain personnel in one of its divisions had failed to properly substantiate and update cost estimates for materials and other costs over the life of certain contracts. As a result, the Company conducted an independent investigation (the “Investigation”) under the direction of the Audit Committee of the Company’s Board of Directors (the “Audit Committee”). The division, like other Company divisions, has a stand-alone finance organization, which reports directly to the Company finance organization and indirectly to the management of the division. References in the findings below refer solely to this division unless otherwise noted. The investigation found that:

In connection with the preparation and review of quarterly contract cost and other estimates, an internal control in the Company’s accounting process for the division’s contracts with customers, certain division personnel made inappropriate and unsupported adjustments to reduce certain cost estimates and failed to appropriately evaluate and increase other cost estimates to reflect cost overruns and other costs associated with delays in completing certain contracts.
The division had a culture that did not recognize or emphasize the importance of rigor in the division’s quarterly contract estimate review process or its significance to the Company’s internal control over financial reporting and accounting and financial reporting determinations with respect to the division’s contracts with customers. Instead, the division’s tone at the top and other control weaknesses enabled participants in the quarterly contract estimate review process to tolerate, place undue reliance on or otherwise fail to challenge unsupported adjustments and assumptions to contract cost estimates that had been made based on unsubstantiated optimism and/or a desire to avoid adverse outcomes.
The division had an ineffective finance function that did not provide sufficient oversight on financial accounting and reporting matters or effectively challenge adjustments or other improper practices in the quarterly contract estimate review process.
Certain division personnel lacked sufficient understanding of the division’s policies and procedures for the quarterly contract estimate review process as well as the relevant cost and contract accounting practices and requirements.
Certain division personnel provided materially inaccurate and incomplete information to, including in response to inquiries from, Company management and the Company’s internal and independent auditors concerning contract cost estimates and related items.

The following tables present the impact of the financial statement adjustments on the Company’s previously reported consolidated financial statements for the three months ended December 31, 2022 and January 1, 2022. The “Previously Reported” amounts in the following tables are amounts derived from the Original Form 10-Q for the quarter ended December 31, 2022. The amounts in columns labeled “Investigation Adjustments” represent the effect of adjustments resulting from the Investigation and the amounts in columns labeled “Other Adjustments” represent the effect of other adjustments that relate primarily to uncorrected balance sheet misstatements in previously filed financial statements and were not material, individually or in the aggregate, to those previously filed financial statements. The effects of the restatement, including the related income tax impacts, have been corrected in all impacted tables and footnotes throughout these consolidated financial statements. The only impact to the Condensed Consolidated Statements of Comprehensive Income and Condensed Consolidated Statements of Stockholders’ Equity was to net income.

Investigation Adjustments correct misstatements that resulted primarily from 1) increases to estimated costs at completion of a contract that previously did not properly reflect estimated costs remaining to be incurred to complete a contract, 2) reductions in the amount of transaction consideration expected to be received under a contract, and 3) segmentation of contracts that had previously been combined. The adjustments primarily affected net sales, cost of sales, contract assets and inventory.

Other Adjustments primarily correct balance sheet misstatements related to inventory cut-off and advance payments from customers.

The following tables present the impact of the financial statement adjustments on the Company’s previously reported Condensed Consolidated Statements of Income for the three months ended December 31, 2022 and January 1, 2022.

    

Three Months Ended

Three Months Ended

December 31, 2022

January 1, 2022

(Unaudited)

(Unaudited)

Previously

Investigation

Other

Previously

Investigation

Other

    

Reported

    

Adjustments

    

Adjustments

    

As Restated

    

Reported

    

Adjustments

    

Adjustments

    

As Restated

 

(In thousands, except per share data)

Net sales

$

2,361,361

$

(5,553)

$

$

2,355,808

$

1,757,325

$

(999)

$

$

1,756,326

Cost of sales

2,170,654

(10,232)

2,160,422

1,612,836

2,193

1,615,029

Gross profit

190,707

4,679

195,386

144,489

(3,192)

141,297

Operating expenses:

Selling, general and administrative

60,730

60,730

61,475

61,475

Research and development

5,599

5,599

4,777

4,777

Restructuring and other

631

631

1,414

1,414

Gain on sale of long-lived assets

(4,610)

(4,610)

Total operating expenses

66,960

66,960

63,056

63,056

Operating income

123,747

4,679

128,426

81,433

(3,192)

78,241

Interest income

2,933

2,933

309

309

Interest expense

(8,681)

(8,681)

(4,877)

(4,877)

Other income (expense), net

(6,712)

(6,712)

2,072

2,072

Interest and other, net

(12,460)

(12,460)

(2,496)

(2,496)

Income before income taxes

111,287

4,679

115,966

78,937

(3,192)

75,745

Provision for income taxes

19,788

1,064

20,852

20,303

(735)

19,568

Net income before noncontrolling interest

91,499

3,615

95,114

58,634

(2,457)

56,177

Less: Net income due to noncontrolling interest

3,100

3,100

Net income due to common shareholders

$

88,399

$

3,615

$

$

92,014

$

58,634

$

(2,457)

$

$

56,177

Net income due to common shareholders per share:

Basic

$

1.53

$

0.06

$

$

1.59

$

0.91

$

(0.04)

$

$

0.87

Diluted

$

1.48

$

0.06

$

$

1.54

$

0.89

$

(0.04)

$

$

0.85

Weighted average shares used in computing per share amounts:

Basic

57,727

57,727

64,399

64,399

Diluted

59,867

59,867

66,233

66,233

The following tables present the impact of the financial statement adjustments on the Company’s previously reported Condensed Consolidated Balance Sheets as of December 31, 2022 and October 1, 2022.

    

As of

As of

December 31, 2022

October 1, 2022

(Unaudited)

(Unaudited)

Previously

Investigation

Other

Previously

Investigation

Other

    

Reported

    

Adjustments

    

Adjustments

    

As Restated

    

Reported

    

Adjustments

    

Adjustments

    

As Restated

 

(In thousands)

ASSETS

Current assets:

 

  

  

 

  

 

  

 

  

 

  

Cash and cash equivalents

$

735,314

$

$

$

735,314

$

529,857

$

$

$

529,857

Accounts receivable, net of allowances

1,308,651

 

1,308,651

1,138,894

1,138,894

Contract assets

501,893

(17,423)

 

484,470

503,674

(27,953)

475,721

Inventories

1,728,000

(27,612)

 

1,700,388

1,691,081

(21,705)

14,723

1,684,099

Prepaid expenses and other current assets

80,675

 

80,675

62,044

62,044

Total current assets

4,354,533

(45,035)

 

4,309,498

3,925,550

(49,658)

14,723

3,890,615

Property, plant and equipment, net

591,155

 

591,155

575,170

575,170

Deferred tax assets

189,638

9,983

 

199,621

198,588

10,966

209,554

Other

171,886

 

171,886

160,192

160,192

Total assets

$

5,307,212

$

(35,052)

$

$

5,272,160

$

4,859,500

$

(38,692)

$

14,723

$

4,835,531

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

  

Current liabilities:

 

  

Accounts payable

$

2,139,445

$

$

$

2,139,445

$

2,029,534

$

$

11,900

$

2,041,434

Accrued liabilities

292,212

1,466

 

1,600

295,278

275,735

1,441

4,423

281,599

Accrued payroll and related benefits

135,880

 

135,880

130,892

130,892

Short-term debt, including current portion of long-term debt

17,500

 

17,500

17,500

17,500

Total current liabilities

2,585,037

1,466

 

1,600

2,588,103

2,453,661

1,441

16,323

2,471,425

Long-term liabilities:

 

  

Long-term debt

325,007

 

325,007

329,237

329,237

Other

223,376

 

223,376

215,333

215,333

Total long-term liabilities

548,383

 

548,383

544,570

544,570

Contingencies (Note 8)

 

  

Stockholders’ equity

2,173,792

(36,518)

 

(1,600)

2,135,674

1,861,269

(40,133)

(1,600)

1,819,536

Total liabilities and stockholders’ equity

$

5,307,212

$

(35,052)

$

$

5,272,160

$

4,859,500

$

(38,692)

$

14,723

$

4,835,531

The following table presents the impact of the financial statement adjustments on the Company’s previously reported Condensed Consolidated Statements of Cash Flows for the three month period ended December 31, 2022 and January 1, 2022. There were no adjustments to cash flows provided by (used in) investing or financing activities for the three month period ended December 31, 2022 and January 1, 2022.

    

Three Months Ended

Three Months Ended

December 31, 2022

January 1, 2022

(Unaudited)

(Unaudited)

Previously

Investigation

Other

Previously

Investigation

Other

    

 Reported

    

Adjustments

    

Adjustments

    

As Restated

    

 Reported

    

Adjustments

    

Adjustments

    

As Restated

 

(In thousands)

CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES:

Net income before noncontrolling interest

$

91,499

 

$

3,615

 

$

 

$

95,114

$

58,634

 

$

(2,457)

 

$

 

$

56,177

Adjustments to reconcile net income before noncontrolling interest to cash provided by (used in) operating activities:

 

 

 

 

 

 

Depreciation and amortization

28,536

 

 

 

28,536

27,465

 

 

 

27,465

Stock-based compensation expense

11,609

 

 

 

11,609

9,032

 

 

 

9,032

Deferred income taxes

8,445

 

983

 

 

9,428

6,707

 

(648)

 

 

6,059

Other, net

(311)

 

 

 

(311)

(3,638)

 

 

 

(3,638)

Changes in operating assets and liabilities, net of amounts acquired:

 

 

 

 

 

 

Accounts receivable

(166,333)

 

 

 

(166,333)

(106,972)

 

 

316

 

(106,656)

Contract assets

1,781

 

(10,530)

 

 

(8,749)

(15,666)

 

3,064

 

(2,791)

 

(15,393)

Inventories

(32,595)

 

5,907

 

14,723

 

(11,965)

(207,300)

 

88

 

(6,066)

 

(213,278)

Prepaid expenses and other assets

(27,657)

 

 

 

(27,657)

(2,939)

 

 

 

(2,939)

Accounts payable

101,265

 

 

(11,900)

 

89,365

234,525

 

 

6,066

 

240,591

Accrued liabilities

20,985

 

25

 

(2,823)

 

18,187

68,452

 

(47)

 

2,475

 

70,880

Cash provided by operating activities

$

37,224

 

$

 

$

 

$

37,224

$

68,300

 

$

 

$

 

$

68,300