Delaware
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27-0986328
|
(State or other jurisdiction of
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(IRS employer identification no.)
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incorporation or organization)
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Securities registered pursuant to Section 12(b) of the Act:
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Common Stock, $0.10 par value
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New York Stock Exchange
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(Title of class)
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(Exchange on which registered)
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Large accelerated filer
o
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Non-accelerated filer
o
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Accelerated filer
ý
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Smaller reporting company
o
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Foil Technology Products
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Force Sensors
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Weighing and Control Systems
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Alpha Electronics
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VPG Transducers
|
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BLH Nobel
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Micro-Measurements
|
|
- Celtron
|
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KELK
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Powertron
|
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- Revere
|
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VPG Onboard Weighing
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Vishay Foil Resistors
|
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- Sensortronics
|
|
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Pacific Instruments
|
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- Tedea-Huntleigh
|
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•
|
Foil resistors
– Foil resistors are the most precise and stable type of resistors currently available. Resistors are basic components used in all forms of electronic circuitry to adjust and regulate levels of voltage and current. Our foil resistors and current sensors are used in applications requiring a high degree of precision and stability, such as in medical applications, precision equipment for front-end and back-end semiconductor testing and semiconductor fabrication equipment, and avionics/military/aerospace applications. We sell our foil resistors under the Vishay Foil Resistors, Alpha Electronics, and Powertron brands, including under our well-known Bulk Metal® trademark.
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•
|
Foil strain gages
– Strain gages, including our advanced sensors, are resistive sensors that are attached to the surface of an object to determine the surface strain caused by an applied force. Typical uses of strain gages include test and measurement applications where the strength of the object is the main consideration and the object under test is a structural component in a machine or device, such as an automobile, an aircraft, or a highway bridge. Strain gages are also used inside precision transducers where the magnitude of an applied force is the focus of the measurement. A variety of physical measurements can be made using strain gages attached to metal components including force, weight, pressure, displacement, and acceleration. We sell our strain gages under the well-known Micro-Measurements brand.
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•
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Transducers and load cells
– A transducer is mounted on a structure that is subjected to weight or other stress, such as the platform of an industrial scale. The term “load cell” is primarily used to describe transducers used in weighing applications. Strain gage transducers consist of one or more strain gages bonded to a metallic support. The change in
|
•
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Modules –
Modules are transducers combined with a mounting and with external features, such as instruments and cables, and are used for weighing and control applications.
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•
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Data acquisition systems
– Data acquisition systems, which include instruments, measure, process, digitize, display, and record the output of our strain gages, transducers, and other sensor or sensor-based systems as well as deliver information to control systems. Our acquisition of Pacific Instruments significantly expanded our previous instruments offerings.
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•
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Weighing and control systems –
Weighing and control systems are integrated systems for the detection and measurement of weight and other types of force, primarily for use in industrial applications. These include systems to control process weighing in food, chemical, and pharmaceutical plants; force measurement systems used to control web tension in paper mills, roller force in steel mills, and cable tension in winch controls; on-board weighing systems installed in logging and waste-handling trucks; and special scale systems used for aircraft weighing and portable truck weighing. With our acquisition of Stress-Tek, we enhanced and broadened our on-board weighing offerings with products that are recognized for high quality in their markets. With our acquisition of KELK, we added certain optical gages for control systems and enhanced our other product offerings for process control in the steel mill industry. We sell our systems under a variety of brand names including BLH Nobel, KELK, and VPG Onboard Weighing.
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•
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PhotoStress® products
– PhotoStress coatings and instruments use a unique optical process to reveal and measure the distribution of stresses in structures under live load conditions. They are used to improve structural design in aerospace, automotive, military, civil engineering, industrial, and mechanical applications.
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Foil Technology Products
|
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Force
Sensors |
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Weighing
and Control Systems |
|||
OEMs
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38
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%
|
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64
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%
|
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48
|
%
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EMS
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10
|
%
|
|
—
|
%
|
|
—
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%
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Distributors
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31
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%
|
|
31
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%
|
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21
|
%
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End users
|
21
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%
|
|
5
|
%
|
|
31
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%
|
|
100
|
%
|
|
100
|
%
|
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100
|
%
|
•
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Compensation Committee Charter
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•
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Nominating and Corporate Governance Committee Charter
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•
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Audit Committee Charter
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•
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Code of Business Conduct and Ethics
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•
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Code of Ethics Applicable to the Chief Executive Officer, Chief Financial Officer, and Principal Accounting Officer or Controller
|
•
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Corporate Governance Principles
|
•
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we may incur substantial costs, including advisory fees and diversion of management attention, in evaluating a potential transaction;
|
•
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we may be unable to achieve the anticipated benefits from the transaction;
|
•
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we may have difficulty integrating the operations and personnel of an acquired business, and may have difficulty retaining the key personnel of the acquired business;
|
•
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we may have difficulty incorporating acquired technologies or products into our existing solutions;
|
•
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our ongoing business and management's attention may be disrupted or diverted by transition or integration issues, and the complexity of managing geographically and culturally diverse locations; and
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•
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we may lose customers of those companies, or may lose our customers due to the change in control or for other reasons.
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•
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borrow additional funds;
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•
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pay dividends or make other distributions;
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•
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repurchase our common stock;
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•
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make investments, including capital expenditures;
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•
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complete acquisitions;
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•
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engage in transactions with affiliates or subsidiaries; or
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•
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create liens on our assets.
|
•
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shortfalls in our expected net revenue, earnings or key performance metrics;
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•
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changes in recommendations or estimates by securities analysts;
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•
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the announcement of new products by us or our competitors;
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•
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quarterly variations in our or our competitors’ results of operations;
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•
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a change in our dividend or stock repurchase activities;
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•
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developments in our industry or changes in the market for technology stocks;
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•
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changes in rules or regulations applicable to our business; and
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•
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other factors, including economic instability and changes in political or market conditions.
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•
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stockholders may not change the size of the board of directors or, except in limited circumstances, fill vacancies on the board of directors;
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•
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stockholders may not call special meetings of stockholders;
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•
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stockholders must comply with advance notice provisions for nominating directors or presenting other proposals at stockholder meetings; and
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•
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our Board of Directors, may without stockholder approval, issue preferred shares and determine their rights and terms, including voting rights, or adopt a stockholder rights plan.
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(a)
|
The Chennai building is owned and the land is held under a 99 year lease (which began in 2012).
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(b)
|
A facility on the campus is leased to Vishay Intertechnology. Approximate available space reported above excludes the area leased.
|
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2016
|
|
2015
|
||||||||||||
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||
Fourth Quarter
|
$
|
19.45
|
|
|
$
|
11.17
|
|
|
$
|
13.02
|
|
|
$
|
10.96
|
|
Third Quarter
|
$
|
16.32
|
|
|
$
|
11.75
|
|
|
$
|
15.55
|
|
|
$
|
10.25
|
|
Second Quarter
|
$
|
15.48
|
|
|
$
|
12.83
|
|
|
$
|
16.18
|
|
|
$
|
12.74
|
|
First Quarter
|
$
|
14.67
|
|
|
$
|
10.27
|
|
|
$
|
17.65
|
|
|
$
|
14.52
|
|
|
|
12/31/11
|
|
|
12/31/12
|
|
|
12/31/13
|
|
|
12/31/14
|
|
|
12/31/15
|
|
|
12/31/16
|
|
Vishay Precision Group, Inc.
|
Cumulative $
|
100.00
|
|
|
82.73
|
|
|
93.18
|
|
|
107.38
|
|
|
70.84
|
|
|
118.27
|
|
Russell 2000 Index
|
Cumulative $
|
100.00
|
|
|
116.35
|
|
|
161.52
|
|
|
169.42
|
|
|
161.95
|
|
|
196.45
|
|
Peer Group *
|
Cumulative $
|
100.00
|
|
|
133.90
|
|
|
168.83
|
|
|
195.59
|
|
|
189.87
|
|
|
201.87
|
|
(in thousands, except per share amounts)
|
As of and for the years ended December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenues
|
$
|
224,929
|
|
|
$
|
232,178
|
|
|
$
|
250,028
|
|
|
$
|
238,589
|
|
|
$
|
217,616
|
|
Costs of products sold
|
142,120
|
|
|
147,949
|
|
|
159,254
|
|
|
155,134
|
|
|
142,567
|
|
|||||
Gross profit
|
82,809
|
|
|
84,229
|
|
|
90,774
|
|
|
83,455
|
|
|
75,049
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Selling, general, and administrative expenses
|
68,938
|
|
|
71,282
|
|
|
77,034
|
|
|
74,059
|
|
|
63,692
|
|
|||||
Acquisition costs
|
494
|
|
|
185
|
|
|
—
|
|
|
794
|
|
|
275
|
|
|||||
Impairment of goodwill and indefinite-lived intangibles
|
—
|
|
|
4,942
|
|
|
5,579
|
|
|
—
|
|
|
—
|
|
|||||
Restructuring costs
|
2,666
|
|
|
4,461
|
|
|
668
|
|
|
538
|
|
|
—
|
|
|||||
Operating income
|
10,711
|
|
|
3,359
|
|
|
7,493
|
|
|
8,064
|
|
|
11,082
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
(1,486
|
)
|
|
(771
|
)
|
|
(882
|
)
|
|
(967
|
)
|
|
(266
|
)
|
|||||
Other
|
382
|
|
|
(2,082
|
)
|
|
(740
|
)
|
|
(1,354
|
)
|
|
331
|
|
|||||
Other (expense) income - net
|
(1,104
|
)
|
|
(2,853
|
)
|
|
(1,622
|
)
|
|
(2,321
|
)
|
|
65
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Income before taxes
|
9,607
|
|
|
506
|
|
|
5,871
|
|
|
5,743
|
|
|
11,147
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Income tax expense (benefit)
|
3,199
|
|
|
13,500
|
|
|
2,613
|
|
|
1,251
|
|
|
(1,144
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net earnings (loss)
|
6,408
|
|
|
(12,994
|
)
|
|
3,258
|
|
|
4,492
|
|
|
12,291
|
|
|||||
Less: net earnings attributable to noncontrolling interests
|
4
|
|
|
14
|
|
|
178
|
|
|
56
|
|
|
73
|
|
|||||
Net earnings (loss) attributable to VPG stockholders
|
$
|
6,404
|
|
|
$
|
(13,008
|
)
|
|
$
|
3,080
|
|
|
$
|
4,436
|
|
|
$
|
12,218
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings (loss) per share data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
0.49
|
|
|
$
|
(0.96
|
)
|
|
$
|
0.22
|
|
|
$
|
0.33
|
|
|
$
|
0.91
|
|
Diluted
|
$
|
0.48
|
|
|
$
|
(0.96
|
)
|
|
$
|
0.22
|
|
|
$
|
0.32
|
|
|
$
|
0.88
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average shares outstanding - basic
|
13,187
|
|
|
13,485
|
|
|
13,755
|
|
|
13,563
|
|
|
13,367
|
|
|||||
Weighted average shares outstanding - diluted
|
13,419
|
|
|
13,485
|
|
|
13,977
|
|
|
13,944
|
|
|
13,889
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
58,452
|
|
|
$
|
62,641
|
|
|
$
|
79,642
|
|
|
$
|
72,809
|
|
|
$
|
93,839
|
|
Total assets
|
270,510
|
|
|
263,747
|
|
|
286,923
|
|
|
294,702
|
|
|
264,331
|
|
|||||
Long-term debt, less current portion
|
33,529
|
|
|
31,037
|
|
|
17,713
|
|
|
22,936
|
|
|
11,154
|
|
|||||
Working capital
|
118,952
|
|
|
121,065
|
|
|
131,714
|
|
|
137,391
|
|
|
153,642
|
|
|||||
Total VPG stockholders' equity
|
171,383
|
|
|
172,256
|
|
|
199,651
|
|
|
206,046
|
|
|
197,879
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
Years ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
Gross profit
|
$
|
82,809
|
|
|
$
|
84,229
|
|
Gross profit margin
|
36.8
|
%
|
|
36.3
|
%
|
||
|
|
|
|
||||
Reconciling items affecting gross profit margin
|
|
|
|
||||
Acquisition purchase accounting adjustments
(a)
|
586
|
|
|
172
|
|
||
|
|
|
|
|
|
||
Adjusted gross profit
|
$
|
83,395
|
|
|
$
|
84,401
|
|
Adjusted gross profit margin
|
37.1
|
%
|
|
36.4
|
%
|
|
Years ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
Net earnings (loss) attributable to VPG stockholders
|
$
|
6,404
|
|
|
$
|
(13,008
|
)
|
|
|
|
|
||||
Reconciling items affecting operating margin
|
|
|
|
||||
Acquisition purchase accounting adjustments
(a)
|
586
|
|
|
172
|
|
||
Acquisition costs
|
494
|
|
|
185
|
|
||
Strategic alternative evaluation costs
(b)
|
1,344
|
|
|
—
|
|
||
Gain on sale of building
|
(837
|
)
|
|
—
|
|
||
Impairment of goodwill and indefinite-lived intangibles
|
—
|
|
|
4,942
|
|
||
Restructuring costs
|
2,666
|
|
|
4,461
|
|
||
|
|
|
|
||||
Less reconciling items affecting income tax expense
|
|
|
|
||||
Tax effect of reconciling items and discrete tax items
(c)
|
719
|
|
|
(10,980
|
)
|
||
Adjusted net earnings attributable to VPG stockholders
|
$
|
9,938
|
|
|
$
|
7,732
|
|
|
|
|
|
||||
Weighted average shares outstanding - diluted
|
13,419
|
|
|
13,485
|
|
||
|
|
|
|
||||
Adjusted net earnings per diluted share
|
$
|
0.74
|
|
|
$
|
0.57
|
|
(a)
|
Acquisition purchase accounting adjustments include fair market value adjustments associated with inventory.
|
(b)
|
The Company incurred costs associated with the Company's evaluation of strategic alternatives. The evaluation process did not result in the adoption of any particular strategic alternative other than the Company's continued execution of its business plan. It is not expected that the costs associated with the evaluation, which consisted principally of professional fees, will be continuing at this time.
|
(c)
|
Included in the discrete tax items for 2016 is a $0.9 million tax benefit recorded related to a favorable fourth quarter 2016 settlement of an Israelis tax audit, offset by a series of correcting adjustments totaling $0.8 million to certain deferred tax accounts in various tax jurisdictions related to prior period balances.
|
|
4th Quarter
2015 |
|
1st Quarter
2016 |
|
2nd Quarter
2016 |
|
3rd Quarter
2016 |
|
4th Quarter
2016 |
||||||||||
Net revenues
|
$
|
58,913
|
|
|
$
|
56,629
|
|
|
$
|
57,996
|
|
|
$
|
54,490
|
|
|
$
|
55,814
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross profit margin
|
35.2
|
%
|
|
34.9
|
%
|
|
37.1
|
%
|
|
37.2
|
%
|
|
38.1
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
End-of-period backlog
|
$
|
48,800
|
|
|
$
|
52,000
|
|
|
$
|
51,400
|
|
|
$
|
50,300
|
|
|
$
|
56,800
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Book-to-bill ratio
|
0.95
|
|
|
1.03
|
|
|
0.98
|
|
|
0.98
|
|
|
1.16
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Inventory turnover
|
2.77
|
|
|
2.62
|
|
|
2.52
|
|
|
2.36
|
|
|
2.41
|
|
|
4th Quarter
2015 |
|
1st Quarter
2016 |
|
2nd Quarter
2016 |
|
3rd Quarter
2016 |
|
4th Quarter
2016 |
||||||||||
Foil Technology Products
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenues
|
$
|
26,244
|
|
|
$
|
26,319
|
|
|
$
|
25,359
|
|
|
$
|
23,852
|
|
|
$
|
25,412
|
|
Gross profit margin
|
36.5
|
%
|
|
42.3
|
%
|
|
36.8
|
%
|
|
36.2
|
%
|
|
40.4
|
%
|
|||||
End-of-period backlog
|
$
|
22,500
|
|
|
$
|
22,400
|
|
|
$
|
23,800
|
|
|
$
|
23,600
|
|
|
$
|
28,800
|
|
Book-to-bill ratio
|
0.97
|
|
|
0.98
|
|
|
1.01
|
|
|
0.99
|
|
|
1.26
|
|
|||||
Inventory turnover
|
2.99
|
|
|
2.67
|
|
|
2.65
|
|
|
2.57
|
|
|
2.57
|
|
|||||
Force Sensors
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenues
|
$
|
15,586
|
|
|
$
|
14,838
|
|
|
$
|
15,396
|
|
|
$
|
15,231
|
|
|
$
|
14,769
|
|
Gross profit margin
|
20.2
|
%
|
|
18.4
|
%
|
|
29.0
|
%
|
|
31.0
|
%
|
|
25.3
|
%
|
|||||
End-of-period backlog
|
$
|
11,500
|
|
|
$
|
12,500
|
|
|
$
|
11,700
|
|
|
$
|
12,000
|
|
|
$
|
13,000
|
|
Book-to-bill ratio
|
1.00
|
|
|
1.06
|
|
|
0.97
|
|
|
1.02
|
|
|
1.08
|
|
|||||
Inventory turnover
|
2.06
|
|
|
2.15
|
|
|
1.97
|
|
|
1.84
|
|
|
1.93
|
|
|||||
Weighing and Control Systems
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenues
|
$
|
17,083
|
|
|
$
|
15,472
|
|
|
$
|
17,241
|
|
|
$
|
15,407
|
|
|
$
|
15,633
|
|
Gross profit margin
|
47.0
|
%
|
|
38.3
|
%
|
|
44.7
|
%
|
|
44.9
|
%
|
|
46.5
|
%
|
|||||
End-of-period backlog
|
$
|
14,800
|
|
|
$
|
17,100
|
|
|
$
|
15,900
|
|
|
$
|
14,700
|
|
|
$
|
15,000
|
|
Book-to-bill ratio
|
0.89
|
|
|
1.11
|
|
|
0.94
|
|
|
0.92
|
|
|
1.05
|
|
|||||
Inventory turnover
|
4.15
|
|
|
3.50
|
|
|
3.27
|
|
|
2.98
|
|
|
3.08
|
|
|
Years ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Costs of products sold
|
63.2
|
%
|
|
63.7
|
%
|
|
63.7
|
%
|
Gross profit
|
36.8
|
%
|
|
36.3
|
%
|
|
36.3
|
%
|
Selling, general, and administrative expenses
|
30.6
|
%
|
|
30.7
|
%
|
|
30.8
|
%
|
Operating income
|
4.8
|
%
|
|
1.4
|
%
|
|
3.0
|
%
|
Income before taxes
|
4.3
|
%
|
|
0.2
|
%
|
|
2.3
|
%
|
Net earnings (loss)
|
2.8
|
%
|
|
(5.6
|
)%
|
|
1.3
|
%
|
Net earnings (loss) attributable to VPG stockholders
|
2.8
|
%
|
|
(5.6
|
)%
|
|
1.2
|
%
|
|
|
|
|
|
|
|||
Effective tax rate
|
33.3
|
%
|
|
2,668.0
|
%
|
|
44.5
|
%
|
|
Years ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net revenues
|
$
|
224,929
|
|
|
$
|
232,178
|
|
|
$
|
250,028
|
|
Change versus prior year
|
$
|
(7,249
|
)
|
|
$
|
(17,850
|
)
|
|
|
||
Percentage change versus prior year
|
(3.1
|
)%
|
|
(7.1
|
)%
|
|
|
|
Years ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Gross profit margin
|
36.8
|
%
|
|
36.3
|
%
|
|
36.3
|
%
|
|
Years ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net revenues
|
$
|
100,942
|
|
|
$
|
104,460
|
|
|
$
|
107,758
|
|
Change versus prior year
|
$
|
(3,518
|
)
|
|
$
|
(3,298
|
)
|
|
|
||
Percentage change versus prior year
|
(3.4
|
)%
|
|
(3.1
|
)%
|
|
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||
Change attributable to:
|
|
|
|
||
Change in volume
|
(7.9
|
)%
|
|
2.8
|
%
|
Change in average selling prices
|
0.3
|
%
|
|
0.1
|
%
|
Foreign currency effects
|
0.4
|
%
|
|
(5.8
|
)%
|
Acquisitions
|
3.8
|
%
|
|
—
|
%
|
Other
|
—
|
%
|
|
(0.2
|
)%
|
Net change
|
(3.4
|
)%
|
|
(3.1
|
)%
|
|
Years ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Gross profit margin
|
39.0
|
%
|
|
39.9
|
%
|
|
39.0
|
%
|
|
Years ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net revenues
|
$
|
60,234
|
|
|
$
|
61,048
|
|
|
$
|
68,301
|
|
Change versus prior year
|
$
|
(814
|
)
|
|
$
|
(7,253
|
)
|
|
|
||
Percentage change versus prior year
|
(1.3
|
)%
|
|
(10.6
|
)%
|
|
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||
Change attributable to:
|
|
|
|
||
Change in volume
|
0.8
|
%
|
|
(6.5
|
)%
|
Change in average selling prices
|
(0.6
|
)%
|
|
(0.1
|
)%
|
Foreign currency effects
|
(1.5
|
)%
|
|
(4.4
|
)%
|
Other
|
—
|
%
|
|
0.4
|
%
|
Net change
|
(1.3
|
)%
|
|
(10.6
|
)%
|
|
Years ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Gross profit margin
|
26.0
|
%
|
|
20.5
|
%
|
|
21.8
|
%
|
|
Years ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net revenues
|
$
|
63,753
|
|
|
$
|
66,670
|
|
|
$
|
73,969
|
|
Change versus prior year
|
$
|
(2,917
|
)
|
|
$
|
(7,299
|
)
|
|
|
||
Percentage change versus prior year
|
(4.4
|
)%
|
|
(9.9
|
)%
|
|
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||
Change attributable to:
|
|
|
|
||
Change in volume
|
(13.7
|
)%
|
|
1.8
|
%
|
Change in average selling prices
|
0.4
|
%
|
|
(0.3
|
)%
|
Foreign currency effects
|
(3.5
|
)%
|
|
(11.4
|
)%
|
Acquisitions
|
12.5
|
%
|
|
—
|
%
|
Other
|
(0.1
|
)%
|
|
—
|
%
|
Net change
|
(4.4
|
)%
|
|
(9.9
|
)%
|
|
Years ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Gross profit margin
|
43.6
|
%
|
|
45.1
|
%
|
|
45.8
|
%
|
|
Years ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Total SG&A expenses
|
$
|
68,938
|
|
|
$
|
71,282
|
|
|
$
|
77,034
|
|
as a percentage of net revenues
|
30.6
|
%
|
|
30.7
|
%
|
|
30.8
|
%
|
|
Years ended December 31,
|
|
|
||||||||
|
2016
|
|
2015
|
|
Change
|
||||||
Foreign exchange gain/(loss)
|
$
|
449
|
|
|
$
|
(2,146
|
)
|
|
$
|
2,595
|
|
Interest income
|
179
|
|
|
225
|
|
|
$
|
(46
|
)
|
||
Other
|
(246
|
)
|
|
(161
|
)
|
|
$
|
(85
|
)
|
||
|
$
|
382
|
|
|
$
|
(2,082
|
)
|
|
$
|
2,464
|
|
|
Years ended December 31,
|
|
|
||||||||
|
2015
|
|
2014
|
|
Change
|
||||||
Foreign exchange loss
|
$
|
(2,146
|
)
|
|
$
|
(945
|
)
|
|
$
|
(1,201
|
)
|
Interest income
|
225
|
|
|
261
|
|
|
(36
|
)
|
|||
Other
|
(161
|
)
|
|
(56
|
)
|
|
(105
|
)
|
|||
|
$
|
(2,082
|
)
|
|
$
|
(740
|
)
|
|
$
|
(1,342
|
)
|
•
|
13.2% rate increase relating to the current year impact of establishing valuation allowances on deferred tax assets, primarily with respect to U.S. federal and state deferred tax assets.
|
•
|
8.5% rate increase related to the adjustment of deferred tax assets established in various foreign jurisdictions in prior years.
|
•
|
10.5% rate reduction related to the difference between the U.S. statutory rate and foreign tax rates primarily attributable to our operations in Israel.
|
•
|
9.4% rate reduction attributable to changes in our liability for uncertain tax positions, primarily attributable to the settlement of a tax examination in Israel.
|
•
|
2,572.5% rate increase resulting primarily from the establishment of valuation allowances with respect to substantially all of the U.S. federal and state deferred tax assets.
|
•
|
201.7% rate reduction from differences between U.S. and non-U.S. statutory tax rates which is primarily attributable to our operations in Israel.
No tax provision has been recorded for additional U.S. tax attributable to these foreign earnings since our intention is to indefinitely reinvest these earnings outside the U.S.
|
•
|
71.2% rate increase primarily resulting from the non-deductible portion of the goodwill impairment associated with the Weighing and Control Systems segment.
|
•
|
23.2% rate reduction due to the net reversal of a valuation allowance on deferred tax assets.
The primary driver of the decrease was the release of $1.6 million of the valuation allowance against a portion of the U.S. foreign tax credit carryforward, due to a legal reorganization of certain of our Asian subsidiaries.
|
•
|
38.6% rate reduction resulting from tax rate differences between U.S. and non-U.S. jurisdictions.
No provision has been made for U.S. taxes, as the majority of our undistributed foreign earnings are intended to be indefinitely reinvested outside the United States. The primary driver of the rate difference is associated with our operations in Israel.
|
•
|
43.0% rate increase resulting from the generation of U.S. tax on foreign earnings, net of foreign tax credits.
The primary driver of the increase relates to the legal reorganization mentioned above.
|
•
|
17.0% rate increase resulting from the remeasurement of certain foreign jurisdiction's deferred tax assets, which are subject to U.S. dollar functional currency reporting.
|
•
|
5.2% rate increase primarily resulting from the non-deductible portion of the goodwill impairment associated with the Weighing and Control Systems segment.
|
•
|
4.7% rate increase due to the recording of an uncertain tax position relating to foreign jurisdictions in which we operate.
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Cash and cash equivalents
|
$
|
58,452
|
|
|
$
|
62,641
|
|
|
|
|
|
|
|
||
Third-party debt, including current and long-term
|
|
|
|
||||
Term loans
|
$
|
23,000
|
|
|
$
|
25,000
|
|
Revolving debt
|
9,000
|
|
|
4,000
|
|
||
Third-party debt held by Japanese subsidiary
|
509
|
|
|
614
|
|
||
Exchangeable notes, due 2102
|
4,097
|
|
|
4,097
|
|
||
Deferred financing costs
|
(454
|
)
|
|
(554
|
)
|
||
Total third-party debt
|
36,152
|
|
|
33,157
|
|
||
Net cash
|
$
|
22,300
|
|
|
$
|
29,484
|
|
|
|
|
Payments due by period
|
||||||||||||||||
|
Total
|
|
Less than
1 year |
|
1-3
years |
|
4-5
years |
|
After 5
years |
||||||||||
Long-term debt
|
$
|
36,606
|
|
|
$
|
2,623
|
|
|
$
|
8,996
|
|
|
$
|
20,890
|
|
|
$
|
4,097
|
|
Interest payments on long-term debt
|
6,079
|
|
|
832
|
|
|
1,349
|
|
|
586
|
|
|
3,312
|
|
|||||
Operating leases
|
7,896
|
|
|
2,820
|
|
|
3,703
|
|
|
1,308
|
|
|
65
|
|
|||||
Unrecognized tax benefits, including interest and penalties
|
805
|
|
|
177
|
|
|
—
|
|
|
—
|
|
|
628
|
|
|||||
Expected pension and postretirement plan benefit payments from unfunded plans
(a)
|
3,611
|
|
|
360
|
|
|
626
|
|
|
785
|
|
|
1,840
|
|
|||||
Expected pension and postretirement plan contributions to funded plans
(b)
|
965
|
|
|
965
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual cash obligations
|
$
|
55,962
|
|
|
$
|
7,777
|
|
|
$
|
14,674
|
|
|
$
|
23,569
|
|
|
$
|
9,942
|
|
(a)
|
Due to the nature of unfunded plans, benefit payments are considered to be funded when paid.
|
(b)
|
Due to the uncertainty of future cash outflows, contributions to the pension and other postretirement benefit plans subsequent to 2017 have been excluded from the table above.
|
(a)
|
Documents Filed as part of Form 10-K
|
1)
|
Financial Statements
|
2)
|
Financial Statement Schedules
|
3)
|
Exhibits
|
Exhibit No.
|
|
Description
|
2.1
|
|
Asset Purchase Agreement, dated December 18, 2012, by and among Vishay Precision Group, Inc., Vishay Precision Group Canada ULC, George Kelk Corporation, Endevor Corporation and Peter Kelk (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on December 19, 2012 and incorporated herein by reference).
|
3.1
|
|
Amended and Restated Certificate of Incorporation of Vishay Precision Group, Inc., effective June 25, 2010 (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on July 1, 2010 and incorporated herein by reference).
|
3.2
|
|
Amendment no. 1 to Amended and Restated Certificate of Incorporation of Vishay Precision Group, Inc., effective June 2, 2011 (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on June 6, 2011 and incorporated herein by reference).
|
3.3
|
|
Second Amended and Restated Bylaws of Vishay Precision Group, Inc., adopted as of June 2, 2011 (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on June 6, 2011 and incorporated herein by reference).
|
10.1
|
|
Master Separation and Distribution Agreement, dated June 22, 2010, between Vishay Precision Group, Inc. and Vishay Intertechnology, Inc. (previously filed as an exhibit to the Registrant’s Form 10 Registration Statement of Vishay Precision Group, Inc., filed with the Securities and Exchange Commission on June 22, 2010 and incorporated herein by reference).
|
10.2
|
|
Employee Matters Agreement, dated June 22, 2010, by and among Vishay Intertechnology, Inc. and Vishay Precision Group, Inc. (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on June 23, 2010 and incorporated herein by reference).
|
10.3
|
|
Tax Matters Agreement, dated July 6, 2010, between Vishay Precision Group, Inc. and Vishay Intertechnology, Inc. (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on July 7, 2010 and incorporated herein by reference).
|
10.4
|
|
Trademark License Agreement, dated July 6, 2010, between Vishay Precision Group, Inc. and Vishay Intertechnology, Inc. (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on July 7, 2010 and incorporated herein by reference).
|
10.5
|
|
Supply Agreement, dated July 6, 2010, between Vishay Advanced Technology, Ltd. and Vishay Dale Electronics, Inc. (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on July 7, 2010 and incorporated herein by reference).
|
10.6*
|
|
Patent License Agreement, dated July 6, 2010, between Vishay Precision Group, Inc. and Vishay Dale Electronics, Inc. (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on July 7, 2010 and incorporated herein by reference).
|
10.7*
|
|
Supply Agreement, dated July 6, 2010, between Vishay Dale Electronics, Inc. and Vishay Advanced Technology, Ltd. (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on July 7, 2010 and incorporated herein by reference).
|
10.8*
|
|
Lease Agreement, dated July 4, 2010, between Vishay Advanced Technology, Ltd. and V.I.E.C. Ltd. (previously filed as an exhibit to the Registrant's Current Report on Form 8-K filed with the SEC on July 7, 2010 and incorporated herein by reference).
|
Exhibit No.
|
|
Description
|
10.9*
|
|
Supply Agreement, dated July 6, 2010, between Vishay Measurements Group, Inc. and Vishay S.A. (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on July 7, 2010 and incorporated herein by reference).
|
10.10*
|
|
Manufacturing Agreement, dated July 6, 2010, between Vishay S.A. and Vishay Precision Foil GmbH (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on July 7, 2010 and incorporated herein by reference).
|
10.11
|
|
Intellectual Property License Agreement, dated July 6, 2010, between Vishay S.A. and Vishay Precision Foil GmbH (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on July 7, 2010 and incorporated herein by reference).
|
10.12*
|
|
Supply Agreement, dated July 6, 2010, between Vishay Precision Foil GmbH and Vishay S.A. (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on July 7, 2010 and incorporated herein by reference).
|
10.13
|
|
Intellectual Property License Agreement, dated July 6, 2010, between Vishay S.A. and Vishay Measurements Group, Inc. (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on July 7, 2010 and incorporated herein by reference).
|
10.14
|
|
Lease Agreement, between Alpha Electronics Corp. and Vishay Japan Co., Ltd. (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on July 7, 2010 and incorporated herein by reference).
|
10.15†
|
|
Amended and Restated 2010 Vishay Stock Incentive Program, adopted as of June 2, 2011 (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on June 6, 2011 and incorporated herein by reference).
|
10.16
|
|
Note Instrument, dated July 21, 2010, by Vishay Precision Group, Inc. (previously filed as an exhibit to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2010 and incorporated herein by reference).
|
10.17
|
|
Put and Call Agreement, dated July 21, 2010, by and among Vishay Precision Group, Inc., American Stock Transfer & Trust Co. and the noteholders whose signatures are set forth on the signature pages thereto (previously filed as an exhibit to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2010 and incorporated herein by reference).
|
10.18†
|
|
Form of Stock Option Award Agreement (previously filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 2, 2010 and incorporated herein by reference).
|
10.19†
|
|
Form of Restricted Stock Unit Award Agreement for Director Grants (previously filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 2, 2010 and incorporated herein by reference).
|
10.20†
|
|
Form of Restricted Stock Unit Award Agreement for Employee Grants (previously filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 2, 2010 and incorporated herein by reference).
|
10.21†
|
|
Employment Agreement, dated November 17, 2010, by and among Vishay Advanced Technology and Ziv Shoshani (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on November 23, 2010 and incorporated herein by reference).
|
10.22†
|
|
Employment Agreement, dated November 17, 2010, by and among Vishay Precision Group, Inc. and William M. Clancy (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on November 23, 2010 and incorporated herein by reference).
|
10.23†
|
|
Amendment to Employment Agreement, dated December 8, 2011 by and among Vishay Advanced Technologies, Ltd. and Ziv Shoshani (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on December 13, 2011 and incorporated herein by reference).
|
10.24†
|
|
Amendment to Employment Agreement, dated December 8, 2011 by and among Vishay Advanced Technologies, Ltd. and William M. Clancy (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on December 13, 2011 and incorporated herein by reference).
|
10.25†
|
|
Form of Performance Restricted Stock Unit Award Agreement for Employee Grants (previously filed as an exhibit to the Registrant’s Current Report on Form 10-K filed with the SEC on March 12, 2013 and incorporated herein by reference).
|
10.26
|
|
Lease Agreement, between George Kelk Corporation and Anndale Properties Limited (and its successors), dated January 30, 1996 and as amended as of January 17, 2011 (previously filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q filed with SEC on May 8, 2013 and incorporated herein by reference).
|
10.27
|
|
Vishay Precision Group, Inc. 2010 Stock Incentive Program, as Amended and Restated Effective May 21, 2013 (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on May 22, 2013 and incorporated herein by reference).
|
Exhibit No.
|
|
Description
|
10.28†
|
|
Amendment to Employment Agreement, dated November 7, 2013 by and among Vishay Advanced Technologies, Ltd. and Ziv Shoshani (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on November 12, 2013 and incorporated herein by reference).
|
10.29†
|
|
Amendment to Employment Agreement, dated November 7, 2013 by and among Vishay Precision Group, Inc. and William Clancy (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on November 12, 2013 and incorporated herein by reference).
|
10.30†
|
|
Lease agreement, dated January 26, 2014, by and among between Vishay Advanced Technologies, Inc. and Tefen Enterprises Ltd. (previously filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 7, 2014 and incorporated herein by reference).
|
10.31
|
|
Stock Purchase Agreement, dated December 14, 2015, by and among VPG Systems U.S., Inc., Stress-Tek, Inc., the shareholders of Stress-Tek, Inc., and Keith Reichow, as Representative (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on December 15, 2015 and incorporated herein by reference).
|
10.32†
|
|
Amended and Restated Employment Agreement, dated December 23, 2015, by and among the Company and Thomas Kieffer (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on December 29, 2015 and incorporated herein by reference).
|
10.33
|
|
Second Amended and Restated Credit Agreement, dated December 30, 2015, by and among Vishay Precision Group, Inc., Vishay Precision Group Canada ULC, JPMorgan Chase Bank, National Association, as agent, and lenders party thereto (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on January 6, 2016 and incorporated herein by reference).
|
10.34
|
|
Stock Purchase Agreement, dated March 30, 2016, by and among Vishay Precision Group, Inc., Pacific Instruments, Inc., the shareholders of Pacific Instruments, Inc., John Hueckel and Norman Hueckel as Owners, and John Hueckel, as Representative (previously filed as an exhibit to the Registrant's Current Report on Form 8-K filed with the SEC on April 5, 2016 and incorporated herein by reference).
|
10.35†
|
|
Form of Indemnification Agreement with directors (previously filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q filed with the SEC on May 11, 2016 and incorporated herein by reference).
|
10.36†
|
|
Employment agreement, dated January 1, 2016, by and among Vishay Precision Group, Inc. and Roland Desilets ( previously filed as an exhibit to the Registrants' Quarterly Report on Form 10-Q filed with the SEC on August 10, 2016 and incorporated herein by reference).
|
10.37
|
|
Lease agreement, dated July 7, 2016, by and among between Vishay Advanced Technologies, Ltd. and Marshee Estates & Investments Ltd.
|
21.1
|
|
List of Subsidiaries.
|
23.1
|
|
Consent of Ernst & Young LLP relating to the Registrant’s financial statements.
|
31.1
|
|
Certification pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Ziv Shoshani, Chief Executive Officer.
|
31.2
|
|
Certification pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - William M. Clancy, Chief Financial Officer.
|
32.1
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Ziv Shoshani, Chief Executive Officer.
|
32.2
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - William M. Clancy, Chief Financial Officer.
|
101
|
|
Interactive Data File (Annual Report on Form 10-K, for the year ended December 31, 2016, furnished in XBRL (eXtensible Business Reporting Language)).
|
|
VISHAY PRECISION GROUP, INC.
|
||
|
By:
|
/s/ Ziv Shoshani
|
|
|
|
Ziv Shoshani
|
|
Date: March 16, 2017
|
|
President and Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
/s/ Ziv Shoshani
|
|
Chief Executive Officer and Director
|
|
March 16, 2017
|
Ziv Shoshani
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ William M. Clancy
|
|
Executive Vice President & Chief Financial Officer
|
|
March 16, 2017
|
William M. Clancy
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Marc Zandman
|
|
Director
|
|
March 16, 2017
|
Marc Zandman
|
|
|
|
|
|
|
|
|
|
/s/ Saul V. Reibstein
|
|
Director
|
|
March 16, 2017
|
Saul V. Reibstein
|
|
|
|
|
|
|
|
|
|
/s/ Timothy V. Talbert
|
|
Director
|
|
March 16, 2017
|
Timothy V. Talbert
|
|
|
|
|
|
|
|
|
|
/s/ Cary Wood
|
|
Director
|
|
March 16, 2017
|
Cary Wood
|
|
|
|
|
|
|
|
|
|
/s/ Janet Clarke
|
|
Director
|
|
March 16, 2017
|
Janet Clarke
|
|
|
|
|
Report of Independent Registered Public Accounting Firm
|
|
|
|
Consolidated Balance Sheets
|
|
Consolidated Statements of Operations
|
|
Consolidated Statements of Comprehensive Income (Loss)
|
|
Consolidated Statements of Cash Flows
|
|
Consolidated Statements of Equity
|
|
Notes to Consolidated Financial Statements
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
58,452
|
|
|
$
|
62,641
|
|
Accounts receivable, net of allowances for doubtful accounts of $523 and $334, respectively
|
34,270
|
|
|
35,553
|
|
||
Inventories:
|
|
|
|
||||
Raw materials
|
15,647
|
|
|
15,062
|
|
||
Work in process
|
21,115
|
|
|
20,289
|
|
||
Finished goods
|
19,559
|
|
|
20,849
|
|
||
Inventories, net
|
56,321
|
|
|
56,200
|
|
||
Prepaid expenses and other current assets
|
6,831
|
|
|
7,814
|
|
||
Total current assets
|
155,874
|
|
|
162,208
|
|
||
|
|
|
|
||||
Property and equipment, at cost:
|
|
|
|
||||
Land
|
3,344
|
|
|
3,639
|
|
||
Buildings and improvements
|
48,454
|
|
|
55,003
|
|
||
Machinery and equipment
|
89,080
|
|
|
84,409
|
|
||
Software
|
7,441
|
|
|
7,284
|
|
||
Construction in progress
|
4,340
|
|
|
2,288
|
|
||
Accumulated depreciation
|
(97,374
|
)
|
|
(95,992
|
)
|
||
Property and equipment, net
|
55,285
|
|
|
56,631
|
|
||
|
|
|
|
||||
Goodwill
|
18,717
|
|
|
12,603
|
|
||
|
|
|
|
||||
Intangible assets, net
|
21,585
|
|
|
17,683
|
|
||
|
|
|
|
||||
Other assets
|
19,049
|
|
|
14,622
|
|
||
Total assets
|
$
|
270,510
|
|
|
$
|
263,747
|
|
|
|
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Liabilities and equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Trade accounts payable
|
$
|
8,264
|
|
|
$
|
8,004
|
|
Payroll and related expenses
|
11,978
|
|
|
13,888
|
|
||
Other accrued expenses
|
13,285
|
|
|
16,604
|
|
||
Income taxes
|
772
|
|
|
527
|
|
||
Current portion of long-term debt
|
2,623
|
|
|
2,120
|
|
||
Total current liabilities
|
36,922
|
|
|
41,143
|
|
||
|
|
|
|
||||
Long-term debt, less current portion
|
33,529
|
|
|
31,037
|
|
||
Deferred income taxes
|
735
|
|
|
334
|
|
||
Other liabilities
|
13,054
|
|
|
7,195
|
|
||
Accrued pension and other postretirement costs
|
14,713
|
|
|
11,597
|
|
||
Total liabilities
|
98,953
|
|
|
91,306
|
|
||
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
||||
|
|
|
|
||||
Equity:
|
|
|
|
||||
Preferred stock, par value $1.00 per share: authorized - 1,000,000 shares; none issued
|
—
|
|
|
—
|
|
||
Common stock, par value $0.10 per share: authorized - 25,000,000 shares; 12,167,356 shares outstanding as of December 31, 2016 and 12,144,485 shares outstanding as of December 31, 2015
|
1,278
|
|
|
1,276
|
|
||
Class B convertible common stock, par value $0.10 per share: authorized - 3,000,000 shares; 1,025,158 shares outstanding as of December 31, 2016 and December 31, 2015
|
103
|
|
|
103
|
|
||
Treasury stock, at cost - 619,667 shares held at December 31, 2016 and December 31, 2015
|
(8,765
|
)
|
|
(8,765
|
)
|
||
Capital in excess of par value
|
190,373
|
|
|
190,436
|
|
||
Retained earnings
|
28,731
|
|
|
22,327
|
|
||
Accumulated other comprehensive loss
|
(40,337
|
)
|
|
(33,121
|
)
|
||
Total Vishay Precision Group, Inc. stockholders' equity
|
171,383
|
|
|
172,256
|
|
||
Noncontrolling interests
|
174
|
|
|
185
|
|
||
Total equity
|
171,557
|
|
|
172,441
|
|
||
Total liabilities and equity
|
$
|
270,510
|
|
|
$
|
263,747
|
|
|
|
|
|
|
Years ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net revenues
|
$
|
224,929
|
|
|
$
|
232,178
|
|
|
$
|
250,028
|
|
Costs of products sold
|
142,120
|
|
|
147,949
|
|
|
159,254
|
|
|||
Gross profit
|
82,809
|
|
|
84,229
|
|
|
90,774
|
|
|||
|
|
|
|
|
|
||||||
Selling, general, and administrative expenses
|
68,938
|
|
|
71,282
|
|
|
77,034
|
|
|||
Acquisition costs
|
494
|
|
|
185
|
|
|
—
|
|
|||
Impairment of goodwill and indefinite-lived intangibles
|
—
|
|
|
4,942
|
|
|
5,579
|
|
|||
Restructuring costs
|
2,666
|
|
|
4,461
|
|
|
668
|
|
|||
Operating income
|
10,711
|
|
|
3,359
|
|
|
7,493
|
|
|||
|
|
|
|
|
|
||||||
Other income (expense):
|
|
|
|
|
|
||||||
Interest expense
|
(1,486
|
)
|
|
(771
|
)
|
|
(882
|
)
|
|||
Other
|
382
|
|
|
(2,082
|
)
|
|
(740
|
)
|
|||
Other (expense) income - net
|
(1,104
|
)
|
|
(2,853
|
)
|
|
(1,622
|
)
|
|||
|
|
|
|
|
|
||||||
Income before taxes
|
9,607
|
|
|
506
|
|
|
5,871
|
|
|||
|
|
|
|
|
|
||||||
Income tax expense
|
3,199
|
|
|
13,500
|
|
|
2,613
|
|
|||
|
|
|
|
|
|
||||||
Net earnings (loss)
|
6,408
|
|
|
(12,994
|
)
|
|
3,258
|
|
|||
Less: net earnings attributable to noncontrolling interests
|
4
|
|
|
14
|
|
|
178
|
|
|||
Net earnings (loss) attributable to VPG stockholders
|
$
|
6,404
|
|
|
$
|
(13,008
|
)
|
|
$
|
3,080
|
|
|
|
|
|
|
|
||||||
Basic earnings (loss) per share attributable to VPG stockholders
|
$
|
0.49
|
|
|
$
|
(0.96
|
)
|
|
$
|
0.22
|
|
Diluted earnings (loss) per share attributable to VPG stockholders
|
$
|
0.48
|
|
|
$
|
(0.96
|
)
|
|
$
|
0.22
|
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding - basic
|
13,187
|
|
|
13,485
|
|
|
13,755
|
|
|||
Weighted average shares outstanding - diluted
|
13,419
|
|
|
13,485
|
|
|
13,977
|
|
|
Years ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net earnings (loss)
|
$
|
6,408
|
|
|
$
|
(12,994
|
)
|
|
$
|
3,258
|
|
|
|
|
|
|
|
||||||
Other comprehensive loss, net of tax:
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
(4,488
|
)
|
|
(6,947
|
)
|
|
(8,015
|
)
|
|||
Pension and other postretirement actuarial items
|
(2,728
|
)
|
|
386
|
|
|
(2,538
|
)
|
|||
Other comprehensive loss
|
(7,216
|
)
|
|
(6,561
|
)
|
|
(10,553
|
)
|
|||
|
|
|
|
|
|
||||||
Comprehensive loss
|
(808
|
)
|
|
(19,555
|
)
|
|
(7,295
|
)
|
|||
|
|
|
|
|
|
||||||
Less: comprehensive income attributable to noncontrolling interests
|
4
|
|
|
14
|
|
|
178
|
|
|||
|
|
|
|
|
|
||||||
Comprehensive loss attributable to VPG stockholders
|
$
|
(812
|
)
|
|
$
|
(19,569
|
)
|
|
$
|
(7,473
|
)
|
|
Years ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Operating activities
|
|
|
|
|
|
||||||
Net earnings (loss)
|
$
|
6,408
|
|
|
$
|
(12,994
|
)
|
|
$
|
3,258
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Impairment of goodwill and indefinite-lived intangibles
|
—
|
|
|
4,942
|
|
|
5,579
|
|
|||
Depreciation and amortization
|
11,149
|
|
|
11,097
|
|
|
11,736
|
|
|||
(Gain) loss on disposal of property and equipment
|
(823
|
)
|
|
15
|
|
|
63
|
|
|||
Share-based compensation expense
|
37
|
|
|
1,083
|
|
|
1,008
|
|
|||
Inventory write-offs for obsolescence
|
1,755
|
|
|
1,354
|
|
|
1,290
|
|
|||
Deferred income taxes
|
301
|
|
|
10,013
|
|
|
(3,562
|
)
|
|||
Other
|
(2,129
|
)
|
|
2,182
|
|
|
722
|
|
|||
Net changes in operating assets and liabilities, net of acquisition:
|
|
|
|
|
|
||||||
Accounts receivable
|
1,322
|
|
|
982
|
|
|
318
|
|
|||
Inventories
|
(1,968
|
)
|
|
(3,961
|
)
|
|
(349
|
)
|
|||
Prepaid expenses and other current assets
|
955
|
|
|
2,799
|
|
|
266
|
|
|||
Trade accounts payable
|
237
|
|
|
(2,550
|
)
|
|
618
|
|
|||
Other current liabilities
|
(5,824
|
)
|
|
(1,034
|
)
|
|
2,307
|
|
|||
Net cash provided by operating activities
|
11,420
|
|
|
13,928
|
|
|
23,254
|
|
|||
|
|
|
|
|
|
||||||
Investing activities
|
|
|
|
|
|
||||||
Capital expenditures
|
(10,425
|
)
|
|
(9,978
|
)
|
|
(9,091
|
)
|
|||
Proceeds from sale of property and equipment
|
4,203
|
|
|
117
|
|
|
82
|
|
|||
Purchase of business
|
(10,626
|
)
|
|
(20,022
|
)
|
|
—
|
|
|||
Net cash used in investing activities
|
(16,848
|
)
|
|
(29,883
|
)
|
|
(9,009
|
)
|
|||
|
|
|
|
|
|
||||||
Financing activities
|
|
|
|
|
|
||||||
Proceeds from long-term debt
|
—
|
|
|
29,000
|
|
|
—
|
|
|||
Repayments of principal upon termination of long-term debt
|
—
|
|
|
(14,000
|
)
|
|
—
|
|
|||
Principal payments on long-term debt
|
(2,133
|
)
|
|
(4,119
|
)
|
|
(4,137
|
)
|
|||
Debt issuance costs
|
—
|
|
|
(453
|
)
|
|
—
|
|
|||
Proceeds from revolving facility
|
25,000
|
|
|
—
|
|
|
—
|
|
|||
Payments on revolving facility
|
(20,000
|
)
|
|
—
|
|
|
—
|
|
|||
Purchase of treasury stock
|
—
|
|
|
(8,733
|
)
|
|
(32
|
)
|
|||
Distributions to noncontrolling interests
|
(15
|
)
|
|
(63
|
)
|
|
(77
|
)
|
|||
Excess tax benefit from share-based compensation plan
|
—
|
|
|
—
|
|
|
5
|
|
|||
Net cash provided by (used in) financing activities
|
2,852
|
|
|
1,632
|
|
|
(4,241
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(1,613
|
)
|
|
(2,678
|
)
|
|
(3,171
|
)
|
|||
(Decrease) increase in cash and cash equivalents
|
(4,189
|
)
|
|
(17,001
|
)
|
|
6,833
|
|
|||
|
|
|
|
|
|
||||||
Cash and cash equivalents at beginning of year
|
62,641
|
|
|
79,642
|
|
|
72,809
|
|
|||
Cash and cash equivalents at end of year
|
$
|
58,452
|
|
|
$
|
62,641
|
|
|
$
|
79,642
|
|
|
Common
Stock |
|
Class B
Convertible Common Stock |
|
Treasury Stock
|
|
Capital in
Excess of Par Value |
|
Retained
Earnings |
|
Accumulated
Other Comprehensive Income (Loss) |
|
Total VPG
Inc. Stockholders' Equity |
|
Noncontrolling
Interests |
|
Total
Equity |
||||||||||||||||||
Balance at January 1, 2014
|
$
|
1,271
|
|
|
$
|
103
|
|
|
$
|
—
|
|
|
$
|
188,424
|
|
|
$
|
32,255
|
|
|
$
|
(16,007
|
)
|
|
$
|
206,046
|
|
|
$
|
133
|
|
|
$
|
206,179
|
|
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,080
|
|
|
—
|
|
|
3,080
|
|
|
178
|
|
|
3,258
|
|
|||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,553
|
)
|
|
(10,553
|
)
|
|
—
|
|
|
(10,553
|
)
|
|||||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
864
|
|
|
—
|
|
|
—
|
|
|
864
|
|
|
—
|
|
|
864
|
|
|||||||||
Restricted stock issuances (20,145 shares)
|
2
|
|
|
—
|
|
|
—
|
|
|
239
|
|
|
—
|
|
|
—
|
|
|
241
|
|
|
—
|
|
|
241
|
|
|||||||||
Purchase of treasury stock (2,000 shares)
|
—
|
|
|
—
|
|
|
(32
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32
|
)
|
|
—
|
|
|
(32
|
)
|
|||||||||
Tax effects of share-based compensation plan
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
|||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(77
|
)
|
|
(77
|
)
|
|||||||||
Balance at December 31, 2014
|
$
|
1,273
|
|
|
$
|
103
|
|
|
$
|
(32
|
)
|
|
$
|
189,532
|
|
|
$
|
35,335
|
|
|
$
|
(26,560
|
)
|
|
$
|
199,651
|
|
|
$
|
234
|
|
|
$
|
199,885
|
|
Net (loss) earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,008
|
)
|
|
—
|
|
|
(13,008
|
)
|
|
14
|
|
|
(12,994
|
)
|
|||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,561
|
)
|
|
(6,561
|
)
|
|
—
|
|
|
(6,561
|
)
|
|||||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
1,083
|
|
|
—
|
|
|
—
|
|
|
1,083
|
|
|
—
|
|
|
1,083
|
|
|||||||||
Restricted stock issuances (32,297 shares)
|
3
|
|
|
—
|
|
|
—
|
|
|
(179
|
)
|
|
—
|
|
|
—
|
|
|
(176
|
)
|
|
—
|
|
|
(176
|
)
|
|||||||||
Purchase of treasury stock (617,667 shares)
|
—
|
|
|
—
|
|
|
(8,733
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,733
|
)
|
|
—
|
|
|
(8,733
|
)
|
|||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(63
|
)
|
|
(63
|
)
|
|||||||||
Balance at December 31, 2015
|
$
|
1,276
|
|
|
$
|
103
|
|
|
$
|
(8,765
|
)
|
|
$
|
190,436
|
|
|
$
|
22,327
|
|
|
$
|
(33,121
|
)
|
|
$
|
172,256
|
|
|
$
|
185
|
|
|
$
|
172,441
|
|
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,404
|
|
|
—
|
|
|
6,404
|
|
|
4
|
|
|
6,408
|
|
|||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,216
|
)
|
|
(7,216
|
)
|
|
—
|
|
|
(7,216
|
)
|
|||||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
37
|
|
|
—
|
|
|
—
|
|
|
37
|
|
|
—
|
|
|
37
|
|
|||||||||
Restricted stock issuances (22,871 shares)
|
2
|
|
|
—
|
|
|
—
|
|
|
(100
|
)
|
|
—
|
|
|
—
|
|
|
(98
|
)
|
|
—
|
|
|
(98
|
)
|
|||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
|
(15
|
)
|
|||||||||
Balance at December 31, 2016
|
$
|
1,278
|
|
|
$
|
103
|
|
|
$
|
(8,765
|
)
|
|
$
|
190,373
|
|
|
$
|
28,731
|
|
|
$
|
(40,337
|
)
|
|
$
|
171,383
|
|
|
$
|
174
|
|
|
$
|
171,557
|
|
|
April 6, 2016
|
|
Adjustments
|
|
Adjusted
|
||||||
Working capital
(a)
|
$
|
686
|
|
|
$
|
235
|
|
|
$
|
921
|
|
Property and equipment
|
26
|
|
|
—
|
|
|
26
|
|
|||
Long-term deferred income tax liability
|
(1,993
|
)
|
|
90
|
|
|
(1,903
|
)
|
|||
Intangible assets:
|
|
|
|
|
|
||||||
Patents and acquired technology
|
1,300
|
|
|
—
|
|
|
1,300
|
|
|||
Non-competition agreements
|
40
|
|
|
—
|
|
|
40
|
|
|||
Customer relationships
|
3,500
|
|
|
—
|
|
|
3,500
|
|
|||
Trade names
|
700
|
|
|
—
|
|
|
700
|
|
|||
Total intangible assets
|
5,540
|
|
|
—
|
|
|
5,540
|
|
|||
Fair value of acquired identifiable assets and liabilities
|
4,259
|
|
|
325
|
|
|
4,584
|
|
|||
Purchase price
|
$
|
10,727
|
|
|
$
|
(101
|
)
|
|
$
|
10,626
|
|
Goodwill
|
$
|
6,468
|
|
|
$
|
(426
|
)
|
|
$
|
6,042
|
|
(a)
|
Working capital accounts include accounts receivable, inventory, prepaid expenses and other current assets, trade accounts payable, accrued payroll, income taxes payable, and other accrued expenses.
|
|
Year ended
December 31, 2016 |
||
Accounting and legal fees
|
$
|
369
|
|
Appraisal fees
|
41
|
|
|
Other
|
21
|
|
|
|
$
|
431
|
|
|
December 30, 2015
|
|
Adjustments
|
|
Adjusted
|
||||||
Working capital
(a)
|
$
|
2,479
|
|
|
$
|
85
|
|
|
$
|
2,564
|
|
Property and equipment
|
6,338
|
|
|
—
|
|
|
6,338
|
|
|||
Intangible assets:
|
|
|
|
|
|
||||||
Patents and acquired technology
|
1,600
|
|
|
—
|
|
|
1,600
|
|
|||
Non-competition agreements
|
60
|
|
|
—
|
|
|
60
|
|
|||
Customer relationships
|
2,500
|
|
|
—
|
|
|
2,500
|
|
|||
Trade names
|
700
|
|
|
—
|
|
|
700
|
|
|||
Total intangible assets
|
4,860
|
|
|
—
|
|
|
4,860
|
|
|||
Fair value of acquired identifiable assets
|
13,677
|
|
|
85
|
|
|
13,762
|
|
|||
Purchase price
|
$
|
20,101
|
|
|
$
|
(28
|
)
|
|
$
|
20,073
|
|
Goodwill
|
$
|
6,424
|
|
|
$
|
(113
|
)
|
|
$
|
6,311
|
|
(a)
|
Working capital accounts include cash, accounts receivable, inventory, prepaid expenses and other current assets, trade accounts payable, accrued payroll, and other accrued expenses.
|
|
Years ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
Accounting and legal fees
|
$
|
51
|
|
|
$
|
70
|
|
Appraisal fees
|
12
|
|
|
62
|
|
||
Other
|
—
|
|
|
53
|
|
||
|
$
|
63
|
|
|
$
|
185
|
|
|
Total
|
|
Weighing and Control Systems Segment
|
|
Foil Technology Products Segment
|
||||||||||
|
|
|
KELK Acquisition
|
|
Stress-Tek Acquisition
|
|
Pacific Instruments
|
||||||||
Balance at January 1, 2014
|
$
|
12,788
|
|
|
$
|
12,788
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Goodwill acquired
|
6,424
|
|
|
—
|
|
|
6,424
|
|
|
—
|
|
||||
Impairment charges
|
(4,761
|
)
|
|
(4,761
|
)
|
|
—
|
|
|
—
|
|
||||
Foreign currency translation adjustment
|
(1,848
|
)
|
|
(1,848
|
)
|
|
—
|
|
|
—
|
|
||||
Balance at December 31, 2015
|
$
|
12,603
|
|
|
$
|
6,179
|
|
|
$
|
6,424
|
|
|
$
|
—
|
|
Goodwill acquired
|
6,042
|
|
|
—
|
|
|
—
|
|
|
6,042
|
|
||||
Adjustment to goodwill acquired
|
(113
|
)
|
|
—
|
|
|
(113
|
)
|
|
—
|
|
||||
Foreign currency translation adjustment
|
185
|
|
|
185
|
|
|
—
|
|
|
—
|
|
||||
Balance at December 31, 2016
|
$
|
18,717
|
|
|
$
|
6,364
|
|
|
$
|
6,311
|
|
|
$
|
6,042
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Intangible assets subject to amortization
|
|
|
|
||||
(Definite-lived):
|
|
|
|
||||
Patents and acquired technology
|
$
|
9,669
|
|
|
$
|
8,499
|
|
Customer relationships
|
20,934
|
|
|
17,395
|
|
||
Trade names
|
1,621
|
|
|
1,688
|
|
||
Non-competition agreements
|
11,348
|
|
|
11,297
|
|
||
|
43,572
|
|
|
38,879
|
|
||
Accumulated amortization:
|
|
|
|
||||
Patents and acquired technology
|
(3,865
|
)
|
|
(3,629
|
)
|
||
Customer relationships
|
(8,162
|
)
|
|
(7,288
|
)
|
||
Trade names
|
(1,609
|
)
|
|
(1,668
|
)
|
||
Non-competition agreements
|
(10,761
|
)
|
|
(10,371
|
)
|
||
|
(24,397
|
)
|
|
(22,956
|
)
|
||
Net intangible assets subject to amortization
|
$
|
19,175
|
|
|
$
|
15,923
|
|
|
|
|
|
||||
Intangible assets not subject to amortization
|
|
|
|
||||
(Indefinite-lived):
|
|
|
|
||||
Trade names
|
2,410
|
|
|
1,680
|
|
||
In-process research and development
|
—
|
|
|
80
|
|
||
|
$
|
21,585
|
|
|
$
|
17,683
|
|
2017
|
$
|
1,890
|
|
2018
|
1,679
|
|
|
2019
|
1,504
|
|
|
2020
|
1,501
|
|
|
2021
|
1,455
|
|
Balance at January 1, 2014
|
51
|
|
|
Restructuring charges in 2014
|
668
|
|
|
Adjustment
|
8
|
|
|
Cash payments
|
(367
|
)
|
|
Foreign currency translation
|
(9
|
)
|
|
Balance at December 31, 2014
|
$
|
351
|
|
Restructuring charges in 2015
|
4,461
|
|
|
Cash payments
|
(1,964
|
)
|
|
Foreign currency translation
|
(21
|
)
|
|
Balance at December 31, 2015
|
$
|
2,827
|
|
Restructuring charges in 2016
|
2,666
|
|
|
Cash payments
|
(4,152
|
)
|
|
Foreign currency translation
|
(8
|
)
|
|
Balance at December 31, 2016
|
$
|
1,333
|
|
|
Years ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Domestic
|
$
|
(5,285
|
)
|
|
$
|
(4,874
|
)
|
|
$
|
(3,575
|
)
|
Foreign
|
14,892
|
|
|
5,380
|
|
|
9,446
|
|
|||
|
$
|
9,607
|
|
|
$
|
506
|
|
|
$
|
5,871
|
|
|
Years ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
(18
|
)
|
|
$
|
492
|
|
|
$
|
1,934
|
|
State and local
|
30
|
|
|
(12
|
)
|
|
36
|
|
|||
Foreign
|
2,886
|
|
|
3,007
|
|
|
4,205
|
|
|||
|
2,898
|
|
|
3,487
|
|
|
6,175
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
(1,176
|
)
|
|
10,039
|
|
|
(3,376
|
)
|
|||
State and local
|
(9
|
)
|
|
630
|
|
|
(46
|
)
|
|||
Foreign
|
1,486
|
|
|
(656
|
)
|
|
(140
|
)
|
|||
|
301
|
|
|
10,013
|
|
|
(3,562
|
)
|
|||
Total income tax expense
|
$
|
3,199
|
|
|
$
|
13,500
|
|
|
$
|
2,613
|
|
|
Years ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Tax at statutory rate
|
$
|
3,362
|
|
|
$
|
177
|
|
|
$
|
2,055
|
|
State income taxes, net of U.S. federal tax benefit
|
(15
|
)
|
|
383
|
|
|
(10
|
)
|
|||
Effect of foreign operations
|
(1,023
|
)
|
|
803
|
|
|
(1,026
|
)
|
|||
Residual U.S. tax on foreign earnings
|
(307
|
)
|
|
—
|
|
|
2,426
|
|
|||
Change in valuation allowance
|
1,266
|
|
|
12,309
|
|
|
(1,361
|
)
|
|||
Change in unrecognized tax benefits, net
|
(899
|
)
|
|
12
|
|
|
273
|
|
|||
Impairment of goodwill and indefinite-lived intangibles
|
—
|
|
|
360
|
|
|
303
|
|
|||
Specialty tax credits
|
(78
|
)
|
|
(216
|
)
|
|
(362
|
)
|
|||
Statutory rate changes
|
(180
|
)
|
|
114
|
|
|
(166
|
)
|
|||
Prior period deferred tax adjustments
|
817
|
|
|
—
|
|
|
—
|
|
|||
Other
|
256
|
|
|
(442
|
)
|
|
481
|
|
|||
Total income tax expense
|
$
|
3,199
|
|
|
$
|
13,500
|
|
|
$
|
2,613
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Deferred tax assets:
|
|
|
|
||||
Pension and other postretirement costs
|
$
|
4,714
|
|
|
$
|
4,843
|
|
Inventories
|
2,466
|
|
|
2,275
|
|
||
Net operating/capital loss carryforwards
|
11,825
|
|
|
9,482
|
|
||
Tax credit carryforwards
|
5,077
|
|
|
4,712
|
|
||
Deferred compensation
|
2,468
|
|
|
2,392
|
|
||
Other accruals and reserves
|
2,879
|
|
|
3,480
|
|
||
Intangible assets, including tax deductible goodwill
|
—
|
|
|
784
|
|
||
Total gross deferred tax assets
|
29,429
|
|
|
27,968
|
|
||
Less: valuation allowance
|
(20,741
|
)
|
|
(19,144
|
)
|
||
|
8,688
|
|
|
8,824
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Tax over book depreciation
|
(189
|
)
|
|
(255
|
)
|
||
Intangible assets, including tax deductible goodwill
|
(1,361
|
)
|
|
—
|
|
||
Total gross deferred tax liabilities
|
(1,550
|
)
|
|
(255
|
)
|
||
|
|
|
|
||||
Net deferred tax assets
|
$
|
7,138
|
|
|
$
|
8,569
|
|
|
December 31,
|
||||||
Jurisdiction
|
2016
|
|
2015
|
||||
U.S. federal
|
$
|
13,101
|
|
|
$
|
12,454
|
|
U.S. state (net of U.S. federal tax benefit)
|
5,022
|
|
|
4,206
|
|
||
Israel - capital losses
|
1,486
|
|
|
1,783
|
|
|
December 31,
|
|
|
||
Jurisdiction
|
2016
|
|
Expiring
|
||
U.S. federal net operating losses
|
$
|
10,276
|
|
|
2035-2036
|
U.S. foreign tax credit
|
4,970
|
|
|
2020-2024
|
|
U.S state net operating losses
|
62,032
|
|
|
2023-2036
|
|
Israel net operating losses
|
14,661
|
|
|
No expiration
|
|
December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Balance at beginning of year
|
$
|
1,506
|
|
|
$
|
1,704
|
|
|
$
|
1,373
|
|
Addition based on tax positions related to current year
|
63
|
|
|
109
|
|
|
238
|
|
|||
Addition based on tax positions related to prior years
|
66
|
|
|
13
|
|
|
249
|
|
|||
Addition related to acquired company
|
297
|
|
|
—
|
|
|
—
|
|
|||
Currency translation adjustments
|
16
|
|
|
(29
|
)
|
|
(100
|
)
|
|||
Reduction for settled tax examinations
|
(906
|
)
|
|
—
|
|
|
—
|
|
|||
Reduction for payments made
|
—
|
|
|
(241
|
)
|
|
—
|
|
|||
Reduction for lapses of statute of limitations
|
(270
|
)
|
|
(50
|
)
|
|
(56
|
)
|
|||
Balance before indemnification receivable
|
772
|
|
|
1,506
|
|
|
1,704
|
|
|||
Receivable from Vishay Intertechnology for indemnification
|
(57
|
)
|
|
(107
|
)
|
|
(281
|
)
|
|||
Balance at end of year
|
$
|
715
|
|
|
$
|
1,399
|
|
|
$
|
1,423
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
2015 Credit Agreement - Revolving Facility
|
$
|
9,000
|
|
|
$
|
4,000
|
|
2015 Credit Agreement - U.S. Closing Date Term Facility
|
4,128
|
|
|
4,500
|
|
||
2015 Credit Agreement - U.S. Delayed Draw Term Facility
|
10,092
|
|
|
11,000
|
|
||
2015 Credit Agreement - Canadian Term Facility
|
8,780
|
|
|
9,500
|
|
||
Exchangeable Unsecured Notes, due 2102
|
4,097
|
|
|
4,097
|
|
||
Other debt
|
509
|
|
|
614
|
|
||
Deferred financing costs
|
(454
|
)
|
|
(554
|
)
|
||
|
36,152
|
|
|
33,157
|
|
||
Less: current portion
|
2,623
|
|
|
2,120
|
|
||
|
$
|
33,529
|
|
|
$
|
31,037
|
|
2017
|
$
|
2,623
|
|
2018
|
3,873
|
|
|
2019
|
5,123
|
|
|
2020
|
20,874
|
|
|
2021
|
16
|
|
|
Thereafter
|
4,097
|
|
|
Beginning
Balance |
|
Before-Tax
Amount |
|
Tax
Effect |
|
Net-of-Tax
Amount |
|
Ending
Balance |
||||||||||
December 31, 2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Pension and other postretirement actuarial items
|
$
|
(2,265
|
)
|
|
$
|
(3,357
|
)
|
|
$
|
782
|
|
|
$
|
(2,575
|
)
|
|
$
|
(4,840
|
)
|
Reclassification adjustment for recognition of actuarial items
|
|
|
60
|
|
|
(23
|
)
|
|
37
|
|
|
37
|
|
||||||
Foreign currency translation adjustment
|
(13,742
|
)
|
|
(8,015
|
)
|
|
—
|
|
|
(8,015
|
)
|
|
(21,757
|
)
|
|||||
|
$
|
(16,007
|
)
|
|
$
|
(11,312
|
)
|
|
$
|
759
|
|
|
$
|
(10,553
|
)
|
|
$
|
(26,560
|
)
|
December 31, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Pension and other postretirement actuarial items
|
$
|
(4,803
|
)
|
|
$
|
141
|
|
|
$
|
(21
|
)
|
|
$
|
120
|
|
|
$
|
(4,683
|
)
|
Reclassification adjustment for recognition of actuarial items
|
|
|
304
|
|
|
(38
|
)
|
|
266
|
|
|
266
|
|
||||||
Foreign currency translation adjustment
|
(21,757
|
)
|
|
(6,947
|
)
|
|
—
|
|
|
(6,947
|
)
|
|
(28,704
|
)
|
|||||
|
$
|
(26,560
|
)
|
|
$
|
(6,502
|
)
|
|
$
|
(59
|
)
|
|
$
|
(6,561
|
)
|
|
$
|
(33,121
|
)
|
December 31, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Pension and other postretirement actuarial items
|
$
|
(4,417
|
)
|
|
$
|
(3,505
|
)
|
|
$
|
544
|
|
|
$
|
(2,961
|
)
|
|
$
|
(7,378
|
)
|
Reclassification adjustment for recognition of actuarial items
|
|
|
271
|
|
|
(38
|
)
|
|
233
|
|
|
233
|
|
||||||
Foreign currency translation adjustment
|
(28,704
|
)
|
|
(4,488
|
)
|
|
—
|
|
|
(4,488
|
)
|
|
(33,192
|
)
|
|||||
|
$
|
(33,121
|
)
|
|
$
|
(7,722
|
)
|
|
$
|
506
|
|
|
$
|
(7,216
|
)
|
|
$
|
(40,337
|
)
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||
|
Pension
Plans |
|
OPEB
Plans |
|
Pension
Plans |
|
OPEB
Plans |
||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of year
|
$
|
23,348
|
|
|
$
|
3,373
|
|
|
$
|
24,655
|
|
|
$
|
3,331
|
|
Service cost (adjusted for actual employee contributions)
|
403
|
|
|
100
|
|
|
413
|
|
|
88
|
|
||||
Interest cost
|
784
|
|
|
130
|
|
|
857
|
|
|
126
|
|
||||
Contributions by participants
|
42
|
|
|
—
|
|
|
44
|
|
|
—
|
|
||||
Actuarial (gains) losses
|
4,809
|
|
|
525
|
|
|
(413
|
)
|
|
72
|
|
||||
Benefits paid
|
(732
|
)
|
|
(295
|
)
|
|
(1,223
|
)
|
|
(244
|
)
|
||||
Curtailments and settlements
|
(20
|
)
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
||||
Currency translation
|
(3,447
|
)
|
|
—
|
|
|
(971
|
)
|
|
—
|
|
||||
Benefit obligation at end of year
|
$
|
25,187
|
|
|
$
|
3,833
|
|
|
$
|
23,348
|
|
|
$
|
3,373
|
|
|
|
|
|
|
|
|
|
||||||||
Change in plan assets:
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
$
|
15,122
|
|
|
$
|
—
|
|
|
$
|
15,697
|
|
|
$
|
—
|
|
Actual return on plan assets
|
1,441
|
|
|
—
|
|
|
194
|
|
|
—
|
|
||||
Company contributions
|
1,240
|
|
|
295
|
|
|
1,160
|
|
|
244
|
|
||||
Contributions by participants
|
42
|
|
|
—
|
|
|
44
|
|
|
—
|
|
||||
Benefits paid
|
(732
|
)
|
|
(295
|
)
|
|
(1,223
|
)
|
|
(244
|
)
|
||||
Curtailments and settlements
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
||||
Currency translation
|
(2,560
|
)
|
|
—
|
|
|
(736
|
)
|
|
—
|
|
||||
Fair value of plan assets at end of year
|
$
|
14,553
|
|
|
$
|
—
|
|
|
$
|
15,122
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Funded status at end of year
|
$
|
(10,634
|
)
|
|
$
|
(3,833
|
)
|
|
$
|
(8,226
|
)
|
|
$
|
(3,373
|
)
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||
|
Pension
Plans |
|
OPEB
Plans |
|
Pension
Plans |
|
OPEB
Plans |
||||||||
Accrued pension and other postretirement costs
|
$
|
(10,634
|
)
|
|
$
|
(3,833
|
)
|
|
$
|
(8,226
|
)
|
|
$
|
(3,373
|
)
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||
|
Pension
Plans |
|
OPEB
Plans |
|
Pension
Plans |
|
OPEB
Plans |
||||||||
Unrecognized net actuarial loss
|
$
|
7,763
|
|
|
$
|
1,588
|
|
|
$
|
4,950
|
|
|
$
|
1,138
|
|
Unrecognized prior service cost
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||
Unamortized transition obligation
|
3
|
|
|
—
|
|
|
4
|
|
|
—
|
|
||||
|
$
|
7,768
|
|
|
$
|
1,588
|
|
|
$
|
4,956
|
|
|
$
|
1,138
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Accumulated benefit obligation, all plans
|
$
|
23,633
|
|
|
$
|
21,931
|
|
Plans for which the accumulated benefit obligation exceeds plan assets:
|
|
|
|
|
|
||
Projected benefit obligation
|
$
|
24,102
|
|
|
$
|
22,274
|
|
Accumulated benefit obligation
|
22,963
|
|
|
21,256
|
|
||
Fair value of plan assets
|
13,491
|
|
|
14,204
|
|
|
Years ended December 31,
|
||||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||||||||||||||
|
Pension
Plans |
|
OPEB
Plans |
|
Pension
Plans |
|
OPEB
Plans |
|
Pension
Plans |
|
OPEB
Plans |
||||||||||||
Annual service cost
|
$
|
445
|
|
|
$
|
100
|
|
|
$
|
457
|
|
|
$
|
88
|
|
|
$
|
470
|
|
|
$
|
62
|
|
Less: employee contributions
|
42
|
|
|
—
|
|
|
44
|
|
|
—
|
|
|
53
|
|
|
—
|
|
||||||
Net service cost
|
403
|
|
|
100
|
|
|
413
|
|
|
88
|
|
|
417
|
|
|
62
|
|
||||||
Interest cost
|
784
|
|
|
130
|
|
|
857
|
|
|
126
|
|
|
938
|
|
|
131
|
|
||||||
Expected return on plan assets
|
(630
|
)
|
|
—
|
|
|
(656
|
)
|
|
—
|
|
|
(789
|
)
|
|
—
|
|
||||||
Amortization of actuarial losses
|
192
|
|
|
75
|
|
|
232
|
|
|
72
|
|
|
26
|
|
|
33
|
|
||||||
Amortization of transition obligation
|
5
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||||
Curtailment and settlement losses
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit cost
|
$
|
754
|
|
|
$
|
305
|
|
|
$
|
848
|
|
|
$
|
286
|
|
|
$
|
593
|
|
|
$
|
226
|
|
|
2016
|
|
2015
|
||||||||
|
Pension
Plans |
|
OPEB
Plans |
|
Pension
Plans |
|
OPEB
Plans |
||||
Discount rate
|
2.59
|
%
|
|
3.77
|
%
|
|
3.65
|
%
|
|
3.98
|
%
|
Rate of compensation increase
|
2.63
|
%
|
|
N/A
|
|
|
2.82
|
%
|
|
N/A
|
|
Expected return on plan assets
|
4.49
|
%
|
|
N/A
|
|
|
4.47
|
%
|
|
N/A
|
|
|
2016
|
|
2015
|
||||||||
|
Pension
Plans |
|
OPEB
Plans |
|
Pension
Plans |
|
OPEB
Plans |
||||
Discount rate
|
3.65
|
%
|
|
3.98
|
%
|
|
3.56
|
%
|
|
3.69
|
%
|
Rate of compensation increase
|
2.82
|
%
|
|
N/A
|
|
|
2.70
|
%
|
|
N/A
|
|
Expected return on plan assets
|
4.47
|
%
|
|
N/A
|
|
|
4.19
|
%
|
|
N/A
|
|
Health care trend rate
|
N/A
|
|
|
4.81
|
%
|
|
N/A
|
|
|
7.52
|
%
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||
|
Pension
Plans |
|
OPEB
Plans |
|
Pension
Plans |
|
OPEB
Plans |
||
Equity securities
|
55
|
%
|
|
—
|
|
56
|
%
|
|
—
|
Fixed income securities
|
36
|
%
|
|
—
|
|
38
|
%
|
|
—
|
Cash and cash equivalents
|
9
|
%
|
|
—
|
|
6
|
%
|
|
—
|
Total
|
100
|
%
|
|
—
|
|
100
|
%
|
|
—
|
As of December 31, 2016
|
|
|
Fair value measurements at reporting date using:
|
||||||||||||
|
Total Fair Value
|
|
Level 1 Inputs
|
|
Level 2 Inputs
|
|
Level 3 Inputs
|
||||||||
Defined benefit pension plan assets
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
$
|
8,047
|
|
|
$
|
8,047
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Fixed income securities
|
5,203
|
|
|
5,203
|
|
|
—
|
|
|
—
|
|
||||
Cash and cash equivalents
|
1,303
|
|
|
1,303
|
|
|
—
|
|
|
—
|
|
||||
|
$
|
14,553
|
|
|
$
|
14,553
|
|
|
$
|
—
|
|
|
$
|
—
|
|
As of December 31, 2015
|
|
|
Fair value measurements at reporting date using:
|
||||||||||||
|
Total Fair Value
|
|
Level 1 Inputs
|
|
Level 2 Inputs
|
|
Level 3 Inputs
|
||||||||
Defined benefit pension plan assets
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
$
|
8,522
|
|
|
$
|
8,522
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Fixed income securities
|
5,670
|
|
|
5,670
|
|
|
—
|
|
|
—
|
|
||||
Cash and cash equivalents
|
930
|
|
|
930
|
|
|
—
|
|
|
—
|
|
||||
|
$
|
15,122
|
|
|
$
|
15,122
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Pension
Plans |
|
OPEB
Plans |
||||
2017
|
$
|
547
|
|
|
$
|
273
|
|
2018
|
583
|
|
|
217
|
|
||
2019
|
558
|
|
|
233
|
|
||
2020
|
547
|
|
|
277
|
|
||
2021
|
655
|
|
|
323
|
|
||
2022 - 2026
|
4,019
|
|
|
1,202
|
|
|
Years ended December 31,
|
|||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
|
Number
of Options |
|
Weighted
Average Exercise Price |
|
Number
of Options |
|
Weighted
Average Exercise Price |
|
Number
of Options |
|
Weighted
Average Exercise Price |
|||||||||
Outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Beginning of year
|
18
|
|
|
$
|
18.92
|
|
|
18
|
|
|
$
|
18.92
|
|
|
27
|
|
|
$
|
18.06
|
|
Granted
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Exercised
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
11.92
|
|
|||
Expired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
20.58
|
|
|||
End of year
|
18
|
|
|
$
|
18.92
|
|
|
18
|
|
|
$
|
18.92
|
|
|
18
|
|
|
$
|
18.92
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Vested and expected to vest
|
18
|
|
|
|
|
18
|
|
|
|
|
18
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Exercisable:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
End of year
|
18
|
|
|
|
|
18
|
|
|
|
|
18
|
|
|
|
Ranges of Exercise Prices
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||
|
|
Number of Options
|
|
Weighted Average Remaining Contractual Life
|
|
Weighted Average Exercise Price
|
|
Number of Options
|
|
Weighted Average Exercise Price
|
||||||
18.92
|
|
18
|
|
|
0.16
|
|
$
|
18.92
|
|
|
18
|
|
|
$
|
18.92
|
|
|
Years ended December 31,
|
|||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
|
Number
of RSUs |
|
Weighted
Average Grant-date Fair Value |
|
Number
of RSUs |
|
Weighted
Average Grant-date Fair Value |
|
Number
of RSUs |
|
Weighted
Average Grant-date Fair Value |
|||||||||
Outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Beginning of year
|
278
|
|
|
$
|
15.04
|
|
|
236
|
|
|
$
|
14.89
|
|
|
146
|
|
|
$
|
14.72
|
|
Granted
|
129
|
|
|
11.69
|
|
|
94
|
|
|
15.90
|
|
|
112
|
|
|
15.30
|
|
|||
Vested
|
(30
|
)
|
|
13.15
|
|
|
(52
|
)
|
|
15.93
|
|
|
(22
|
)
|
|
15.84
|
|
|||
End of year
|
377
|
|
|
$
|
14.04
|
|
|
278
|
|
|
$
|
15.04
|
|
|
236
|
|
|
$
|
14.89
|
|
Vesting Date
|
|
Expected to Vest
|
|
Not Expected to Vest
|
|
Total
|
|||
January 1, 2017
|
|
18
|
|
|
57
|
|
|
75
|
|
January 1, 2018
|
|
14
|
|
|
47
|
|
|
61
|
|
January 1, 2019
|
|
9
|
|
|
75
|
|
|
84
|
|
|
Years ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Stock options
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restricted stock units
|
37
|
|
|
1,083
|
|
|
1,008
|
|
|||
Total
|
$
|
37
|
|
|
$
|
1,083
|
|
|
$
|
1,008
|
|
2017
|
$
|
2,820
|
|
2018
|
2,185
|
|
|
2019
|
1,518
|
|
|
2020
|
893
|
|
|
2021
|
415
|
|
|
Thereafter
|
65
|
|
|
Foil Technology
Products
|
|
Force
Sensors
|
|
Weighing and
Control Systems
|
|
Corporate/
Other
|
|
Total
|
||||||||||
2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Net third-party revenues
|
$
|
100,942
|
|
|
$
|
60,234
|
|
|
$
|
63,753
|
|
|
$
|
—
|
|
|
$
|
224,929
|
|
Intersegment revenues
|
2,340
|
|
|
1,954
|
|
|
818
|
|
|
(5,112
|
)
|
|
—
|
|
|||||
Gross profit
|
39,368
|
|
|
15,632
|
|
|
27,809
|
|
|
—
|
|
|
82,809
|
|
|||||
Segment operating income (loss)
|
20,391
|
|
|
7,056
|
|
|
10,221
|
|
|
(26,957
|
)
|
|
10,711
|
|
|||||
Acquisition costs
|
427
|
|
|
—
|
|
|
67
|
|
|
—
|
|
|
494
|
|
|||||
Restructuring costs
|
1,137
|
|
|
413
|
|
|
837
|
|
|
279
|
|
|
2,666
|
|
|||||
Depreciation and amortization expense
|
4,894
|
|
|
2,924
|
|
|
2,323
|
|
|
1,008
|
|
|
11,149
|
|
|||||
Capital expenditures
|
6,516
|
|
|
2,179
|
|
|
1,551
|
|
|
179
|
|
|
10,425
|
|
|||||
Total assets
|
99,411
|
|
|
64,934
|
|
|
90,447
|
|
|
15,718
|
|
|
270,510
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Net third-party revenues
|
$
|
104,460
|
|
|
$
|
61,048
|
|
|
$
|
66,670
|
|
|
$
|
—
|
|
|
$
|
232,178
|
|
Intersegment revenues
|
2,400
|
|
|
2,105
|
|
|
760
|
|
|
(5,265
|
)
|
|
—
|
|
|||||
Gross profit
|
41,640
|
|
|
12,510
|
|
|
30,079
|
|
|
—
|
|
|
84,229
|
|
|||||
Segment operating income (loss)
|
24,285
|
|
|
3,459
|
|
|
11,289
|
|
|
(35,674
|
)
|
|
3,359
|
|
|||||
Acquisition costs
|
—
|
|
|
—
|
|
|
185
|
|
|
—
|
|
|
185
|
|
|||||
Impairment of goodwill and indefinite-lived intangibles
|
—
|
|
|
—
|
|
|
4,942
|
|
|
—
|
|
|
4,942
|
|
|||||
Restructuring costs
|
613
|
|
|
2,932
|
|
|
517
|
|
|
399
|
|
|
4,461
|
|
|||||
Depreciation and amortization expense
|
5,098
|
|
|
3,080
|
|
|
1,956
|
|
|
963
|
|
|
11,097
|
|
|||||
Capital expenditures
|
7,585
|
|
|
1,486
|
|
|
467
|
|
|
440
|
|
|
9,978
|
|
|||||
Total assets
|
86,709
|
|
|
65,445
|
|
|
99,935
|
|
|
11,658
|
|
|
263,747
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Net third-party revenues
|
$
|
107,758
|
|
|
$
|
68,301
|
|
|
$
|
73,969
|
|
|
$
|
—
|
|
|
$
|
250,028
|
|
Intersegment revenues
|
3,190
|
|
|
1,773
|
|
|
1,039
|
|
|
(6,002
|
)
|
|
—
|
|
|||||
Gross profit
|
41,991
|
|
|
14,880
|
|
|
33,903
|
|
|
—
|
|
|
90,774
|
|
|||||
Segment operating income (loss)
|
23,210
|
|
|
5,374
|
|
|
11,619
|
|
|
(32,710
|
)
|
|
7,493
|
|
|||||
Impairment of goodwill and indefinite-lived intangibles
|
—
|
|
|
—
|
|
|
5,579
|
|
|
—
|
|
|
5,579
|
|
|||||
Restructuring costs
|
153
|
|
|
—
|
|
|
515
|
|
|
—
|
|
|
668
|
|
|||||
Depreciation and amortization expense
|
5,192
|
|
|
3,556
|
|
|
2,112
|
|
|
876
|
|
|
11,736
|
|
|||||
Capital expenditures
|
6,156
|
|
|
1,801
|
|
|
775
|
|
|
359
|
|
|
9,091
|
|
|||||
Total assets
|
87,727
|
|
|
66,574
|
|
|
96,612
|
|
|
36,010
|
|
|
286,923
|
|
|
Years ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Unallocated selling, general, and administrative expenses
|
$
|
(23,797
|
)
|
|
$
|
(26,086
|
)
|
|
$
|
(26,463
|
)
|
Acquisition costs
|
(494
|
)
|
|
(185
|
)
|
|
—
|
|
|||
Impairment of goodwill and indefinite-lived intangibles
|
—
|
|
|
(4,942
|
)
|
|
(5,579
|
)
|
|||
Restructuring costs
|
(2,666
|
)
|
|
(4,461
|
)
|
|
(668
|
)
|
|||
|
$
|
(26,957
|
)
|
|
$
|
(35,674
|
)
|
|
$
|
(32,710
|
)
|
|
December 31,
|
||||||
Property and Equipment - Net
|
2016
|
|
2015
|
||||
United States
|
$
|
12,132
|
|
|
$
|
11,989
|
|
United Kingdom
|
4,110
|
|
|
5,092
|
|
||
Other Europe
|
1,255
|
|
|
1,300
|
|
||
Israel
|
19,894
|
|
|
20,278
|
|
||
Asia
|
16,904
|
|
|
16,751
|
|
||
Canada and Other
|
990
|
|
|
1,221
|
|
||
|
$
|
55,285
|
|
|
$
|
56,631
|
|
|
Years ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Numerator:
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
Numerator for basic earnings per share:
|
|
|
|
|
|
||||||
Net (loss) earnings attributable to VPG stockholders
|
$
|
6,404
|
|
|
$
|
(13,008
|
)
|
|
$
|
3,080
|
|
Adjustment to the numerator for net earnings:
|
|
|
|
|
|
||||||
Interest savings assuming conversion of dilutive exchangeable notes, net of tax
|
18
|
|
|
—
|
|
|
6
|
|
|||
Numerator for diluted earnings per share:
|
|
|
|
|
|
||||||
Net (loss) earnings attributable to VPG stockholders
|
$
|
6,422
|
|
|
$
|
(13,008
|
)
|
|
$
|
3,086
|
|
Denominator:
|
|
|
|
|
|
||||||
Denominator for basic earnings per share:
|
|
|
|
|
|
||||||
Weighted average shares
|
13,187
|
|
|
13,485
|
|
|
13,755
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Exchangeable notes
|
181
|
|
|
—
|
|
|
181
|
|
|||
Employee stock options
|
—
|
|
|
—
|
|
|
1
|
|
|||
Restricted stock units
|
51
|
|
|
—
|
|
|
40
|
|
|||
Dilutive potential common shares
|
232
|
|
|
—
|
|
|
222
|
|
|||
Denominator for diluted earnings per share:
|
|
|
|
|
|
||||||
Adjusted weighted average shares
|
13,419
|
|
|
13,485
|
|
|
13,977
|
|
|||
|
|
|
|
|
|
||||||
Basic (loss) earnings per share attributable to VPG stockholders
|
$
|
0.49
|
|
|
$
|
(0.96
|
)
|
|
$
|
0.22
|
|
|
|
|
|
|
|
||||||
Diluted (loss) earnings per share attributable to VPG stockholders
|
$
|
0.48
|
|
|
$
|
(0.96
|
)
|
|
$
|
0.22
|
|
|
Years ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Weighted average employee stock options
|
18
|
|
|
18
|
|
|
18
|
|
Weighted average exchangeable notes
|
—
|
|
|
181
|
|
|
—
|
|
Weighted average restricted stock units
|
—
|
|
|
36
|
|
|
—
|
|
|
Years ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Foreign exchange gain (loss)
|
$
|
449
|
|
|
$
|
(2,146
|
)
|
|
$
|
(945
|
)
|
Interest income
|
179
|
|
|
225
|
|
|
261
|
|
|||
Other
|
(246
|
)
|
|
(161
|
)
|
|
(56
|
)
|
|||
|
$
|
382
|
|
|
$
|
(2,082
|
)
|
|
$
|
(740
|
)
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Customer advance payments
|
$
|
2,468
|
|
|
$
|
3,004
|
|
Accrued restructuring
|
1,333
|
|
|
2,827
|
|
||
Goods received, not yet invoiced
|
1,618
|
|
|
2,332
|
|
||
Accrued taxes, other than income taxes
|
1,379
|
|
|
1,468
|
|
||
Accrued commissions
|
1,460
|
|
|
1,785
|
|
||
Accrued professional fees
|
2,155
|
|
|
1,874
|
|
||
Other
|
2,872
|
|
|
3,314
|
|
||
|
$
|
13,285
|
|
|
$
|
16,604
|
|
As of December 31, 2016
|
|
|
Fair value measurements at reporting date using:
|
||||||||||||
|
Total Fair Value
|
|
Level 1 Inputs
|
|
Level 2 Inputs
|
|
Level 3 Inputs
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Assets held in rabbi trusts
|
$
|
4,772
|
|
|
$
|
537
|
|
|
$
|
4,235
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
As of December 31, 2015
|
|
|
Fair value measurements at reporting date using:
|
||||||||||||
|
Total Fair Value
|
|
Level 1 Inputs
|
|
Level 2 Inputs
|
|
Level 3 Inputs
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Assets held in rabbi trusts
|
$
|
4,676
|
|
|
$
|
739
|
|
|
$
|
3,937
|
|
|
$
|
—
|
|
(in thousands, except per share amounts)
|
2016
(a)
|
|
2015
(a)
|
||||||||||||||||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||||||||||
Statement of Operations data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net revenues
|
$
|
56,629
|
|
|
$
|
57,996
|
|
|
$
|
54,490
|
|
|
$
|
55,814
|
|
|
$
|
56,608
|
|
|
$
|
59,508
|
|
|
$
|
57,149
|
|
|
$
|
58,913
|
|
Gross profit
|
19,775
|
|
|
21,495
|
|
|
20,265
|
|
|
21,274
|
|
|
20,979
|
|
|
21,035
|
|
|
21,450
|
|
|
20,765
|
|
||||||||
Operating income (loss)
|
990
|
|
|
1,688
|
|
|
2,639
|
|
|
5,394
|
|
|
2,153
|
|
|
2,335
|
|
|
(1,711
|
)
|
|
582
|
|
||||||||
Net earnings (loss)
|
496
|
|
|
1,849
|
|
|
1,083
|
|
|
2,980
|
|
|
847
|
|
|
1,460
|
|
|
(1,952
|
)
|
|
(13,349
|
)
|
||||||||
Less: net (loss) earnings attributable to noncontrolling interests
|
16
|
|
|
(19
|
)
|
|
32
|
|
|
(25
|
)
|
|
(13
|
)
|
|
(16
|
)
|
|
(9
|
)
|
|
52
|
|
||||||||
Net earnings (loss) attributable to VPG stockholders
|
480
|
|
|
1,868
|
|
|
1,051
|
|
|
3,005
|
|
|
860
|
|
|
1,476
|
|
|
(1,943
|
)
|
|
(13,401
|
)
|
||||||||
Per Share Data:
(b)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic earnings (loss) per share
|
$
|
0.04
|
|
|
$
|
0.14
|
|
|
$
|
0.08
|
|
|
$
|
0.23
|
|
|
$
|
0.06
|
|
|
$
|
0.11
|
|
|
$
|
(0.15
|
)
|
|
$
|
(1.02
|
)
|
Diluted earnings (loss) per share
|
$
|
0.04
|
|
|
$
|
0.14
|
|
|
$
|
0.08
|
|
|
$
|
0.22
|
|
|
$
|
0.06
|
|
|
$
|
0.11
|
|
|
$
|
(0.15
|
)
|
|
$
|
(1.02
|
)
|
Certain Items Recorded during the Quarters:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Acquisition purchase accounting adjustments
|
$
|
296
|
|
|
$
|
195
|
|
|
$
|
46
|
|
|
$
|
49
|
|
|
$
|
—
|
|
|
$
|
26
|
|
|
$
|
—
|
|
|
$
|
146
|
|
Acquisition costs
|
62
|
|
|
352
|
|
|
—
|
|
|
80
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
185
|
|
||||||||
Strategic alternative evaluation costs
|
—
|
|
|
—
|
|
|
1,079
|
|
|
265
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Gain on sale of building
|
—
|
|
|
—
|
|
|
—
|
|
|
(837
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Impairment of goodwill and indefinite-lived intangibles
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,942
|
|
|
—
|
|
||||||||
Restructuring costs
|
675
|
|
|
1,011
|
|
|
709
|
|
|
271
|
|
|
78
|
|
|
304
|
|
|
459
|
|
|
3,620
|
|
||||||||
Tax effect of reconciling items and discrete tax items
|
(179
|
)
|
|
1,468
|
|
|
27
|
|
|
(597
|
)
|
|
16
|
|
|
41
|
|
|
1,081
|
|
|
(12,118
|
)
|
(a)
|
The Company reports interim financial information for the 13-week periods beginning on a Sunday and ending on a Saturday, except for the first fiscal quarter, which always begins on January 1, and the fourth fiscal quarter, which always ends on December 31. The first, second, third, and fourth quarters of
2016
ended on
April 2
,
July 2
,
October 1
, and
December 31
, respectively. The first, second, third, and fourth quarters of
2015
ended on
March 28
,
June 27
,
September 26
, and
December 31
, respectively.
|
(b)
|
Quarterly amounts may not agree in total to the corresponding annual amounts due to rounding.
|
Between:
|
Marshee Estates & investments Ltd.
Company No. 514598655
Whose address for the purpose of this Agreement is:
4 Hanapach St Indust. Zone, Carmiel.
By its authorized signatories
Rachamim Martsiano ID. No 057344483
(Hereinafter: "
Lessor
")
Of the first part
;
|
|
|
And between:
|
Vishay Advanced Technologies Ltd.
Company No. 512868142
Whose address for the purpose of this Agreement is:
26 Harokmim St. (Building
B
, floor 6),
Holon 5885800
Tel.: 03-5570888; Fax: 03-5568116
By its authorized signatories
Amir Tal ID. No. 24129538
(Hereinafter: "
Lessee
")
Of the second part
;
|
Whereas:
|
The Lessor is entitled to be registered as the owner of full rights of lease of a property situated in 5 Hanapach St. in Carmiel and registered in the land registry office in Nazareth as parcel 45 in block 19160 (hereinafter: "
The Property
");
|
And whereas:
|
A main building and additional buildings are built on the Property (hereinafter: "
Buildings
");
|
And whereas:
|
The Lessee wishes to lease from the Lessor the Leased Premises within their meaning hereunder for the period, the purpose of lease, the consideration and in accordance with the terms set forth in this Agreement hereunder and in unprotected lease;
|
And whereas:
|
The Lessor is willing to lease the Leased Premises to the Lessee in accordance with the provisions set forth in this Agreement;
|
1.
|
Introduction, appendixes and headings
|
1.1.
|
The foregoing preamble shall be an integral part of this Agreement and shall have the same force as any other provision hereof.
|
1.2.
|
The Appendixes enclosed with this Agreement shall constitute an integral part thereof.
|
1.3.
|
The headings of the sections will serve for the purpose of orientation and convenience only, and will not serve for the purpose of interpreting the Agreement.
|
2.
|
Definitions and Appendixes
|
The Property
|
-
|
Parcel 45 in 5 Hanapach St., Carmiel Industrial Zone;
|
The Buildings, the Complex
|
-
|
The buildings, sheds, access routes and anything constructed on the Property;
|
The Leased Premises
|
-
|
Part of the main building in the ground floor of the Building and in the gallery floor and the testing facility building and additional parts as parking spaces, sheds for shelf infrastructures for raw materials etc. all highlighted in red in the blueprint hereby enclosed as an integral part of this Agreement and marked as
Appendix A
.
|
"Rent"
|
-
|
The total amount of Rent paid by the Lessee to the Lessor calculated in accordance with this Agreement and Appendixes thereof in respect of the Leased Premises as defined in this contract and Appendices.
|
Management Fees
|
-
|
The Management Fees included.
|
Purpose of Lease
|
-
|
The occupation and purpose as stated in section 8 of this Agreement.
|
Index
|
-
|
The consumer price index published by the Central Bureau of Statistics including the same index even if published by another government institution and any other official index superseding the same whether or not based upon the same data as the present Index. In case another Index is used, the rate between the other Index and the replaced Index shall be determined by the Central Bureau of Statistics.
|
Base Index
|
-
|
The Index that was published on June 15
th
2016, that is to say: the Index of May 2016.
|
3.
|
The lease
|
3.1.
|
The Lessor hereby leases to the Lessee and the Lessee hereby leases from the Lessor the Leased Premises.
|
3.2.
|
The lease is made for the period and under the terms set forth in this Agreement.
|
3.3.
|
The parties agree that any amendment of this Agreement that is made by the parties with relation to the Purpose of Lease, the Term of Lease, the Rent and manner of payment thereof or regarding any other matter may be performed and shall be in effect only if executed by the parties and signed by the parties.
|
4.
|
Declarations of the parties
|
4.1.
|
That it was the owner of the Property and that it is familiar and knows any detail in connection with the Leased Premises, the Property and the Buildings including, and without derogating from the generality of the aforesaid, any detail regarding engineering and any commercial, economic, legal and other details that may affect its decision to lease the Leased Premises and operate its business from the Leased Premises. The Lessee shall not present any argument against the Lessor regarding lack of conformity, choice, defect or another in anything related to the Property, the Building and the Leased Premises including possibilities of use thereof with all ensuing consequences and it waives any argument as aforesaid.
|
4.2.
|
That it was informed that the Lessor intends to lease the remaining areas in the Property and that it is possible that the areas of the Building and/or design thereof will be changed including implementation of extensions and interior modifications, with all ensuing consequences. The Lessee declares that it is aware that there is a possibility that the other areas in the Property will not be leased until the Lease Commencement Date and that adjustment works might be implemented in the Buildings and in the Property in favor of the lessee/lessees of the other areas in the Property. These works shall be implemented while causing minimal disruption to the Lessee and the use of the Lessee of the Leased Premises. The Lessee shall have no claim and/or allegation towards the Lessor or towards any other entity in connection with the implementation of the works in the Property and/or the Buildings, interior modifications, rate of construction, a disturbance and/or nuisance in connection therewith and anything associated therewith and/or arising therefrom. And provided that to the extent that the rate of implementation of such works as aforesaid does not affect the reasonable use of the Leased Premises by the Lessee and access routes thereto.
|
4.3.
|
That it shall not initiate the change of the permitted objects in accordance with the relevant Urban Building Plan (UBP) in a manner that will affect the rights of the Lessee in the Leased Premises in accordance with this Agreement.
|
4.4.
|
The Leased Premises shall be delivered to the Lessee on the Delivery Date or on the Lease Commencement Date, as the case may be, in their condition "as-is" on the Lease Commencement Date, after implementation of the adjustment works that apply explicitly to the Lessor as stated in Appendix B of this Agreement. It is clarified that all adjustment works, except for the works that apply to the Lessor, shall be implemented by the Lessee and at its expense.
|
4.5.
|
The Lessor undertakes to grant convenient, lit and safe access to and from the Leased Premises.
|
4.6.
|
The Lessee is not aware of any legal preclusion preventing it from signing this Agreement and that its competent organs approved the engagement in this Agreement.
|
4.7.
|
The Lessor shall assure to perform gardening works in the public areas, cleaning the public areas in the Complex (subject to fulfilling the undertakings of the Lessee to dispose the waste from the Leased Premises).
|
4.8.
|
In any event of malfunction in the utilities in the Complex and/or the Building outside the area of the Leased Premises the said malfunction shall be repaired promptly by the Lessor and/or anyone acting on its behalf at the expense of the Lessor.
|
5.
|
Non-applicability of tenancy protection laws
|
5.1.
|
The Buildings in the Complex constitute a new building whose construction was completed after the Hebrew year 5731 (1970-1971).
|
5.2.
|
The Leased Premises is a property in a new building in accordance with the provisions set forth in Section 14A of the Tenant Protection Law [Consolidated Version] 5732-1972. The Leased Premises are leased in accordance with the provisions set forth in this section and therefore the provisions set forth in this law shall not apply to the lease contemplated in this Agreement.
|
5.3.
|
On the commencement date of the Tenant Protection Law (Miscellaneous Provisions) 5728-1968 the Lessee was not entitled to possess the Leased Premises.
|
5.4.
|
The Lessee hereby declares that it was not asked and did not pay any key money or any payment that might be construed as key money and that all works, modifications, additions, improvements and enhancements that are implemented in the Leased Premises are not and will not be considered as material modifications, will not constitute key money and the provisions set forth in part C of the Tenant Protection Law [Consolidated Version] 5732-1972 regarding key money shall not apply to this Agreement.
|
5.5.
|
The lease, the Lessee and the Leased Premises are not protected in accordance with the provisions set forth in the Tenant Protection Law [Consolidated Version] 5732-1972 or in accordance with the provisions set forth in any other law that grants protection to a lessee or a tenant in any other manner, whether the ones existing on the date of signing this Agreement and whether the ones enacted in the future, and the said laws and amendments thereof and the regulations that were promulgated and/or that will be promulgated thereunder do not apply and will not apply to the lease, the Lessee, the Leased Premises and this Agreement.
|
5.6.
|
At the time of vacating the Leased Premises the Lessee shall not be entitled to any payment not as key money and not in any other manner.
|
6.
|
Term of Lease
|
6.1.
|
It is hereby agreed that the Term of Lease shall be for a period of 60 months as of Nov. 10, 2016 and until Nov. 9, 2021 (hereinafter: "
Term of Lease
").
|
6.2.
|
On the condition that the Lessee complies with all the terms set forth in the Lease Agreement during the Term of Lease the Lessee is granted the option to lease the Leased Premises for an additional period of 60 months as of Nov. 10, 2021 and until Nov. 9, 2026 (hereinafter: "
Option Term
") and provided that the Lessee delivered a written notice 6 months prior to expiration of the Term of Lease regarding its wish to exercise the Option Term. In case the Lessee exercised the Option Term as stated in the said notice, the provisions set forth in the Lease Agreement shall apply to the Option Term,
mutatis mutandis
. For the avoidance of doubt, during the Option Term the Rent shall be in the amount of NIS 66,950 (in addition to linkage differentials as specified hereunder).
|
6.3.
|
Notwithstanding the aforesaid, it is hereby agreed that the Lessee shall be entitled to terminate the Lease Agreement upon the occurrence of each of the following events:
|
6.3.1.
|
Full or partial termination of the Term of Lease at any time after expiration of the period of the first three years, in case the Lessee finds a substitute lessee who will step in and take over the Lessee to the satisfaction of the Lessor.
|
6.3.2.
|
During the Option Term, if exercised, the Lessee shall be entitled to terminate the Lease Agreement at any time upon delivery of a 12 months' prior and written notice.
|
6.4.
|
Notwithstanding the aforesaid, it is agreed that in circumstances in which the Term of Lease expires and the Lessee did not exercise the Option or in circumstances in which the Lessee acted in accordance with the provisions set forth in section 6.03, the Lessee shall be entitled to continue and lease the testing facility building separately as marked in the blueprint, Appendix A until expiration of the Option Term as stated in section 6.02 above.
|
7.
|
Completion of construction, modification of the Leased Premises and delivery thereof
|
7.1.
|
The Leased Premises shall be delivered to the Lessee in their condition "as-is."
|
7.2.
|
All works that are required for the purpose of adjusting the Leased Premises to the requirements and/or use of the Lessee shall be implemented by the Lessee and at its expense except for the adjustment works that are specified in Appendix C that will be implemented by the Lessor and at its expense prior to commencement of the Term of Lease.
|
7.3.
|
The Lessee shall be solely and exclusively responsible to obtain all permits and/or licenses the are required in accordance with the provisions set forth in any law for the purpose of operating its business in the Leased Premises and shall assure to obtain all permits and licenses required as aforesaid at its expense and on time when the Lessor shall not be response and/or held liable in connection therewith.
|
7.4.
|
The Lessee undertakes not to implement any modifications, repairs, additions or any other construction work in the Leased Premises that will harm and/or alter the façades of the Buildings. In addition, the Lessee shall not be entitled to implement any work that will harm the stability of the Building and/or any work whose implementation requires a construction permit. In case such works were implemented as aforesaid, without derogating from its right to consider such works as breach of the Agreement, the Lessor shall be entitled:
|
7.4.1.
|
To demand from the Lessee to demolish the works and in such circumstances the Lessee shall be entitled to demolish the works and implement all the repairs in the Leased Premises as required following the demolition so as to restore the Leased Premises to their condition prior to the implementation of the works, and in 14 days as of the date of receiving the demand of the Lessor and in case the Lessee fails to act in the said manner, the Lessor shall be entitled to implement the said works at the expense of the Lessee or;
|
7.4.2.
|
To hold and keep in its possession the works and the Lessee agrees that the works shall become the exclusive property of the Lessor and the Lessee shall not be entitled to receive any consideration in respect whereof.
|
7.4.3.
|
Notwithstanding the aforesaid, it is agreed that upon obtaining the prior and written approval of the Lessor the Lessee shall be entitled to implement works in the Leased Premises when the said works shall be implemented at the expense and under the responsibility of the Lessee.
|
7.5.
|
All works that are implemented in the Leased Premises by the Lessee shall be implemented by skilled and trained professionals and under the responsibility of the Lessee. Upon their implementation all works that are permanently attached to the Leased Premises shall become the property of the Lessor and the Lessee shall not be entitled to dismantle and/or remove these works from the Leased Premises upon vacating the Leased Premises by the Lessee and/or receive any payment in respect whereof from the Lessor, and shall not be entitled to any reduction of the Rent. Notwithstanding the aforesaid, the Lessor shall be entitled to demand from the Lessee to remove all or part of the works prior to expiration of the Term of Lease and the Lessee shall remove the said works upon receiving the demand of the Lessor and implement the repairs in the Leased Premises that are required as a result of such works as aforesaid so as to restore that part of the Leased Premises where the works were implemented to it prior state as received on the Lease Commencement Date except for reasonable wear. It is clarified that upon expiration of the Term of Lease the Lessee shall be entitled to remove from the Leased Premises additions that were added by the Lessee and that are not permanently attached to the Leased Premises.
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7.6.
|
The adjustment works that are implemented in the Complex, outside the Leased Premises for the purpose of its lease to other lessees shall be implemented in full coordination with the
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7.7.
|
It is clarified that the air conditioning system in the Leased Premises shall be used solely by the Lessee and shall be operated by the Lessee under its sole responsibility.
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7.8.
|
The Lessor shall install energy consumption meters for separate and accurate debiting for use of electricity and water by the Lessee.
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8.
|
Purpose of Lease
|
8.1.
|
The Lessee hereby leases the Leased Premises for its business operations in the field of transducers, electronic components, weighing and the like.
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8.2.
|
The Lessee hereby undertakes not to use and not to allow the use of the Leased Premises or any part thereof for any other purpose other than the Purpose of Lease as stated in section 8. 1 above.
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9.
|
Rent
|
9.1.
|
In return for the lease of the Leased Premises and fulfillment of the other undertakings of the Lessee in accordance with this Agreement the Lessee undertakes to pay to the Lessor Rent as follows:
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9.1.1.
|
During the years of lease of the Term of Lease the monthly Rent shall be in the amount of NIS 65,000 (sixty five thousand new Israeli shekels) per month in addition to linkage differentials to the Index as of the date of signing the Lease Agreement as stated in section 9.3 hereunder and in addition to statutory VAT.
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9.1.2.
|
During the Option Term, if exercised, the Rent shall be in the amount of NIS 66,950 per month in addition to linkage differentials to the Index as of the date of signing the Lease Agreement as stated in section 9.3 hereunder and in addition to statutory VAT.
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9.2.
|
Rent shall be paid in the following manner and in accordance with the following conditions:
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9.2.1.
|
Upon commencement of the Term of Lease the Lessee shall pay an amount of NIS 195,000 (one hundred and ninety five thousand new Israeli shekels) in addition to statutory VAT, constituting Rent in respect of the first three months of the Term of Lease.
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9.2.2.
|
As of Feb. , 2016 and every 3 months (on the 1
st
of each month in which payment is made), the Lessee shall pay the Rent in respect of the next three months in advance.
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9.3.
|
The payments specified in section 9.1 hereinabove and each of the payments that are due from the Lessee to the Lessor in accordance with this Lease Agreement shall be linked to the Index in accordance with the following linkage terms:
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9.4.
|
The Lessee shall incur payment of value added tax imposed on the payment of the Rent. In addition to any payment that is due from the Lessee in accordance with this Agreement the Lessee shall pay to the Lessor, at the time of payment, the VAT applicable in respect whereof in its customary rate at the time of payment, against invoice that will be delivered to the Lessee in fourteen days as of the payment date.
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9.5.
|
Any default by the Lessee in payment of any payment beyond 10 days to the Lessor shall incur interest in arrears at a rate of 6% a year, as of the date in which the debt was created and until payment is made in addition to VAT. A delay of up to 10 days in payment of Rent shall not constitute breach and shall not be charged with interest.
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9.6.
|
The Lessee undertakes to pay the Rent and uphold all its other undertakings in accordance with this Agreement for the entire Term of Lease even if it ceases to use the Leased Premises and/or vacates the Leased Premises prior to expiration of the Term of Lease. The said in this section shall apply to the Option Term and/or the additional Option, if exercised.
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9.7.
|
Without derogating from the foregoing, under no circumstances the Lessee shall be entitled to reduce the Rent. The Lessee shall be entitled to reduce the Rent even in circumstances of breakdown and the like or in any other circumstances in which the Lessee vacates the Leased Premises. In addition, under no circumstances the Lessee shall be entitled to offset from the Rent any amounts at the expense of expenses or reimbursement of payments for repair that it paid and which it argues that they apply to the Lessor, or any other debt that the Lessor owes the Lessee according to the argument of the Lessee, unless the Lessor granted its prior and written approval in respect whereof.
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10.
|
Additional payments
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10.1.
|
The Lessee shall solely incur all taxes, municipal taxes and mandatory levies, whether municipal and governmental that are imposed on a lessee that uses the Leased Premises. The Lessee shall make the said payments to the authorities on their statutory date as required. Property tax and lease fees to Israel Land Administration and all taxes that are imposed on the owner of the Leased Premises for the Term of Lease shall solely apply to the Lessor. The said payments shall be paid by the Lessor to the authorities on the statutory date as required.
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10.2.
|
During the entire Term of Lease the Lessee shall incur all payments and expenses in respect of the supply of water and electricity to the Leased Premises. The Lessee undertakes to engage by itself and at its expense with the local council/local water corporation and with Israel Electric Corp. in proper agreements for the purpose of installing separate meters for water and electricity to the Leased Premises prior to its entrance to the Leased Premises.
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11.
|
Obligations of the Lessee
|
11.1.
|
During the Term of Lease the Lessee undertakes:
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11.1.1.
|
To conduct its business in the Leased Premises in accordance with the Purpose of Lease - in compliance with the law. To the extent that conducting the business of the Lessee requires any license, to obtain such license as aforesaid and assure that the said license is in effect during the entire Term of Lease and uphold its terms.
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11.1.2.
|
To conduct its business in the Leased Premises in a manner that no nuisance or disruption of any kind are caused to the Lessor, the other possessors of the Building, the Property or to the public as a result of its possession of the Leased Premises or as a result of its operation. Not to use the Leased Premises or any part thereof in a manner that will cause poisoning, odors, smoke and the like.
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11.1.3.
|
To keep the Leased Premises clean and in working order, including systems and all installations thereof, and maintain them and repair promptly any damage and/or defect caused thereat and to maintain the Building and the Property clean and in working order and, without derogating from the generality of the aforesaid - not to discharge to the sewage network wastewater that is inappropriate to the existing system and/or that is not in compliance with the instructions set forth by the Ministry of Health.
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11.1.4.
|
Not to install a sign or signs in the Leased Premises and surroundings thereof however solely in a manner and in dimensions to be approved by the competent entities and authorities and upon obtaining the prior and written approval of the Lessor.
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11.1.5.
|
Not to hang or affix anything to the exterior walls and windows of the Leased Premises without obtaining all approvals and licenses that are required by law and without obtaining the prior and written approval of the Lessor.
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11.1.6.
|
To observe strictly all laws, regulations and bylaws applicable to the Leased Premises and use thereof, and the business, the work and the operations of the business and make full and timely payment of penalties and payments imposed on the Leased Premises, if imposed.
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11.1.7.
|
The Lessee is aware that the Lessor shall not be held liable for any damage and/or nuisance caused to the Lessee, if caused, by any of the lessees in the Building or in adjacent buildings and/or by anyone acting on its behalf and/or by any other third party, and it declares and agreed that by signing this Agreement it waives in advance any right of action and/or demand from the Lessor in respect of damage and/or nuisance caused to it as aforesaid.
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11.1.8.
|
The Lessee undertakes to compensate the Lessor and indemnify the Lessor for any damage or expense caused to the Lessor due to a criminal or civil claim filed against it and the expenses required for the purpose of defending against such a claim - to the extent that such a claim as aforesaid derives from the negligence of
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11.1.9.
|
The Lessee undertakes not to assign its rights deriving from this Agreement or any part thereof to another or to others in any manner. In addition, the Lessee undertakes not to transfer the lease in the Leased Premises or a part thereof to another, and not to deliver, lease or allow to another to lease the Leased Premises or any part thereof, not to share with another the possession of the Leased Premises and/or use and/or enjoyment from the Leased Premises and not to grant to another any easement or any other right in the Leased Premises - whether or not for consideration and not to charge or mortgage its rights in accordance with this Agreement without obtaining the prior and written approval of the Lessor.
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12.
|
Maintenance of the Leased Premises -
|
12.1.
|
The Lessee undertakes to use the Leased Premises in a prudent and reasonable manner and assure that during the entire Term of Lease the Leased Premises and all installations under its responsibility in connection therewith are in good and operable condition, ordered and clean. Without derogating from the foregoing, the Lessee shall repair any damage caused to the utilities located in the Leased Premises.
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12.2.
|
The Lessor shall be responsible to repair damages in the Leased Premises that were caused due to defects in the construction and/or damages in the systems of the Building outside the Leased Premises and provided that the said responsibility shall not apply to modifications and additions and/or works that were implemented by the Lessee in the Leased Premises and/or damages that were caused due to negligence and/or carelessness of the Lessee and/or following implementation of works on its behalf whether by an act or omission and in such circumstances the Lessee shall incur the said damages. The Lessor shall be obligated to repair the said damages as stated above solely in circumstances in which failure to repair them prevents and/or harms and/or disrupts considerably the use of the Leased Premises.
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12.3.
|
The Lessor shall not be responsible for the repair of defects that were caused or aggravated due to an act or omission of the Lessee, including following the omission of the Lessee to deliver notice regarding the defect during a reasonable time and/or following implementation of works on behalf of the Lessee and/or due to defective maintenance and/or defective use of the Leased Premises and systems thereof by the Lessee and/or following the refusal of the Lessee to allow the implementation of the repair.
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12.4.
|
The Lessee undertakes to allow to the Lessor and/or anyone acting on its behalf, upon advance coordination, to enter the Leased Premises and perform from the Leased Premises repairs in the Leased Premises and/or repairs pertaining to other units in the project and/or public areas.
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12.5.
|
The Lessee undertakes that at any time during implementation of any repairs in the Leased Premises by the Lessor and/or anyone acting on its behalf the Lessee or a representative on its behalf shall be present in the Leased Premises and shall take reasonable measures that are required for the purpose of protecting the content of the Leased Premises. The Lessor shall not be held liable towards the Lessee for any damage to the Leased Premises or content thereof arising out of failure to take such measures as aforesaid. Without derogating from the aforesaid, the Lessor undertakes to restore the Leased Premises to their previous state as reasonably as possible upon completion of the repairs.
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12.6.
|
The Lessee undertakes to keep the Leased Premises in good condition and to use the Leased Premises fairly and not to cause any damage or breakdown to the Leased Premises at its expense. In the event of such damage that is caused to the Leased Premises and/or to the Property arising out of an act and/or omission as aforesaid by the Lessee and/or anyone acting on its behalf the Lessee undertakes to repair the said damage promptly.
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12.7.
|
Trash compactors - the Lessee shall be solely responsible and shall incur all expenses in connection with trash compactors.
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12.8.
|
Disposal of hazardous materials - the Lessee shall be solely responsible and shall incur all expenses in connection with the disposal of hazardous materials or waste other than General Waste, including implementation of the disposal, responsibility for the disposal and anything related to these works.
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12.9.
|
Disposal of general and ordinary waste (hereinabove and hereinafter: "General Waste" or "Ordinary Waste") - the disposal of Ordinary Waste by the Lessee shall be implemented by the municipality according to customary manners and at the expense of the Lessee. The Lessee shall be responsible and shall incur all expenses in connection with disposal of waste that is related to the work and activities of the Lessee, including industrial waste. The waste shall be disposed in the scope and at the times as customary by the municipality/entity responsible for waste disposal.
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12.10.
|
It is hereby clarified that the Lessee shall own, be responsible and shall incur all expenses in connection with air compressors.
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12.11.
|
The Lessee shall incur all costs in connection with the maintenance and/or insurance and/or inspection and/or any other cost in connection with the air compressors.
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12.12.
|
The air conditioning system that exists in the Property prior to signing this Agreement is solely owned by the Lessee and under its exclusive responsibility. The Lessee shall implement at its expense any alteration and/or adjustment in the air conditioning system and shall be responsible for the working order of the system.
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13.
|
Liability and insurance
|
13.1.
|
Without derogating from the aforesaid in section 11 above, the Lessee shall be solely liable for any bodily damage and/or damage to property of any kind caused in the Property, the Building or the Leased Premises, to the Lessor or to any third party, including the employees of the Lessee arising out of equipment that is installed in the Leased Premises and/or works implemented in the Leased Premises and/or an act or omission of the Lessee and/or its employees and/or authorized persons and/or suppliers and/or customers and/or whoever performs services for him and/or anyone staying in the Property, the Building or the Leased Premises of the Lessee. The Lessee undertakes to indemnify the Lessor for any damage and/or expense and/or charge that the Lessor is required to pay in connection with such damage as stated above (to the extent that such damage was ruled in a judgment whose execution was not stayed), including the legal expenses incurred by the Lessor as a result of filing a claim against it in connection therewith, immediately upon receiving the first notice of the Lessor in connection therewith, and on the condition that the Lessor delivered written notice to the Lessee regarding any claim as aforesaid shortly after receiving this claim, afforded the Lessee to defend against such a claim and did not settle in the claim without obtaining the prior and written approval of the Lessor.
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13.2.
|
Without derogating from the liability of the Lessee in accordance with the provisions set forth in this Agreement and/or in accordance with the provisions set forth in any law, prior to the date of receiving possession in the Leased Premises the Lessee undertakes to arrange and maintain for the entire term of this Agreement and at is expense the insurances specified in this section further below (hereinafter: "Lessee's Insurances") with a legally licensed and reputable insurance company:
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13.2.1.
|
Contents insurance for the Leased Premises and insurance for the furniture, equipment, installations and stocks of any kind that are owned and/or under the responsibility of the Lessee and that are located in and/or outside the Leased Premises in the area of the Building and any alteration, improvement, renovation and addition to the Leased Premises that were implemented and/or that were implemented by the Lessee and/or for it against loss or damage due to fire, smoke, lighting, explosion, earthquake, riots, strikes, willful damage, storm, damage caused by fluids and splitting of pipes, accidental impact, impact by an aircraft and break-in on first loss basis (hereinafter: "Extended Fire Risks").
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13.2.2.
|
Third party liability insurance in respect of loss or damage caused to the body and/or property of any person and/or entity and, without derogating from the generality of the aforesaid, including damage or loss to the Lessor, employees, lessees and other tenants in the Property and the guests in the Property in a liability limit that shall not fall below NIS 4,000,000 per event and in total for the insurance period.
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13.2.3.
|
Employers' liability insurance in respect of the liability of the Lessee towards all its employees in a liability limit that shall not fall below $1,000,000 (one million U.S. dollars) per claimant, per event and in total for an annual insurance year.
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13.2.4.
|
Loss of profits insurance for the Lessee in full value in respect of damage that was caused to the Leased Premises and/or content thereof due to the risks specified in section 12.02.11 hereunder, for an indemnification period that shall not fall below 12 months. The insurance shall include an express condition stating that the insurer waives the right of subrogation towards the Lessor and/or the other lessees in the Property whose insurances include a parallel clause regarding waiver of the right of subrogation towards the Lessee. The said regarding waiver of the right of subrogation shall not apply in favor of a person who caused willful damage.
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13.2.5.
|
Without derogating from the liability of the Lessee in accordance with the provisions set forth in this Agreement and/or in accordance with the provisions set forth in any law, prior to the date of receiving possession in the Leased Premises and/or prior to the date of commencement of implementation of any works in the Leased Premises by the Lessee and/or by anyone acting on its behalf and/or for the Lessee - upon the earlier - the Lessee undertakes to arrange and maintain a "dwelling under construction insurance" in connection with any work that is implemented by it and/or on its behalf and/or for it in the Leased Premises.
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13.2.6.
|
The Lessee undertakes to deliver to the Lessor in 14 days as of the date of signing this Agreement, a certificate of insurance in accordance with the form enclosed with this Agreement as Appendix H.
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13.3.
|
The Lessee undertakes to update the sums insured in respect of an insurance arranged under section 12.02.02 hereunder from time to time so that they will always reflect the full reinstatement value of the insured property.
|
13.4.
|
The Lessee undertakes to uphold the provisions set forth in the policies, make timely payments of the insurance premiums and extend the insurance policies for the Leased Premises from time to time as required and in a manner that these policies shall be in effect during the entire Term of Lease. No later than 7 days prior to the expiration of the insurance period of the Lessee's Insurances the Lessee undertakes to deposit with the Lessor a certificate of insurance as aforesaid in respect of extension of the insurances for an additional year. The Lessee undertakes to repeat and deliver the certificate of insurance on the required dates each insurance year and as long as this Agreement is in effect.
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13.5.
|
The Lessee declares that it shall raise no allegations and/or demands and/or claims against the Lessor and/or the other lessees and/or tenants in the Property in respect of damage for which it is entitled to indemnification or for which it was entitled to indemnification if it had not been for the deductible amount specified in the policy, in accordance with the insurance that is arranged under sections 12.2.-12.6 above, and it hereby exempts the Lessor and/or the other lessees in the Building from any liability for such damage as aforesaid and on the condition - with relation to the other lessees and tenants in the Building - whose lease agreements or any other agreement granting them rights in the Building there is a parallel clause regarding exemption from liability in favor of the Lessee.
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13.6.
|
It is hereby clarified that the arrangement of the insurances by the Lessee shall not diminish or derogate in any other manner from the undertakings of the Lessee in accordance with this Agreement or release the Lessee from its obligation to compensate the Lessor and/or any person in respect of any damage caused directly or indirectly and for which it is liable. Payment of any insurance benefits shall only reduce from the amount of indemnification and/or compensation the Lessor shall be entitled to in respect of loss or damage.
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13.7.
|
In addition to all the provisions set forth in the Agreement regarding the release of the Lessor from liability, the Lessee hereby releases the Lessor and the other lessees and users in the project from their liability for any damage for which the Lessee is entitled to indemnification (or for which it was entitled to indemnification) in accordance with the insurance arranged in accordance with the provisions set forth in this section, and it hereby exempts the Lessor and/or the other lessees and users in the project from any liability for damage as aforesaid.
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13.8.
|
The Lessee undertakes to update the sums insured as required, uphold strictly all the provisions set forth in the policies and make timely payments of the premiums; in case the Lessee failed to uphold its undertakings as stated in this section the Lessor shall be entitled, however not obligated, to extend the insurance, pay insurance premiums and the like to the extent that it deems fit, and the Lessee undertakes to pay to the Lessor any amount the Lessor expends in connection with its actions as stated above.
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13.9.
|
Lessor's insurances
:
|
13.10.
|
Without derogating from the liability of the Lessor in accordance with the provisions set forth in any law during the entire term of the Agreement and during the entire Term of Lease the Lessor undertakes to arrange and maintain the following insurances with a legally licensed insurance company:
|
13.10.1.
|
Dwelling insurance for the Leased Premises including systems thereof against loss or damage caused by fire, smoke, lighting, explosion, earthquake, riots, strikes, willful damage, flood, storm, damage caused by fluids and splitting of pipes, accidental impact, impact by an aircraft, and break-in on first loss basis (hereinafter: "Extended Fire Insurance").
|
13.10.2.
|
The insurance shall include an express condition according to which the insurer waives any right of subrogation towards the Lessee and anyone acting on its behalf except for a person who caused willful damage.
|
13.10.3.
|
Loss of profits insurance (including rent, management fees) caused to the Lessor and/or the Management Company for an indemnification period of 12 months against loss or damage to the Building of the Leased Premises due to extended fire risks (except for break-in). It is agreed that the Lessor shall be entitled not to arrange a loss of profits insurance as aforesaid and provided that the exemption specified in the section hereunder shall apply as if the insurance was arranged in respect whereof.
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13.10.4.
|
The insurance shall include an express condition stating that the insurer waives any right of subrogation towards the Lessee except for a person who caused willful damage.
|
13.10.5.
|
Third party liability insurance - providing insurance coverage for the liability of the Lessor and/or the Management Company in accordance with the provisions set forth in any law for any damage or loss caused to the body and/or property of any person and/or legal entity and, without derogating from the generality of the aforesaid, including damage or loss to the Lessee, its employees, and the other lessees and tenants in the Building and the guests of the Building, in a liability limit of NIS 4,000,000 per event and for the insurance period. The insurance shall be extended to indemnify the Lessee in respect of its liability for the acts and/or omissions of the Lessor subject to a cross-liability clause according to which the insurance shall be deemed to have been arranged separately for each of the members of the insured.
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13.10.6.
|
Employers' liability insurance in respect of the liability of the Lessor and/or the Management Company towards all their employees and towards anyone acting on their behalf in respect of bodily damage and/or an occupational disease that might be caused to any of the employees as aforesaid in the course of and following their work in a liability limit of $5,000,000 per event and for the insurance period. This insurance shall not include any limitation regarding hours of work, works in height and in depth, baits and poisons and lawful youth employment. The said insurance shall be extended to indemnify the Lessee in case the Lessee is considered to be the employer of the Lessor's employees and/or the Management Company and/or anyone acting on its behalf.
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13.11.
|
The Lessor declares that it shall raise no allegations and/or demands and/or claims against the Lessee in respect of damage for which it is entitled to indemnification, or for which it was entitled to indemnification if it had not been for the deductible amount specified in the policies, in accordance with the insurances that were arranged or that it should have arranged in accordance with the sections specified above, and it hereby exempts the Lessee from any liability for such damage as aforesaid.
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13.12.
|
The Lessee shall incur the costs of the Lessor's insurances - dwelling only - at a rate of 35% of the total amount of the insurance costs of the Lessor. Payment shall be made in 7 days as of the date of receiving the demand of the Lessor in addition to VAT and against production of invoice.
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13.13.
|
The parties shall deliver to each other the certificates of insurance applicable to them and that are in compliance with the provisions set forth in this Agreement.
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14.
|
Licensing
|
14.1.
|
The Lessee undertakes to uphold all the statutory provisions that apply to the maintenance of the Leased Premises and use thereof and shall be responsible and undertakes to obtain any approval and/or license that are required for the purpose of operating its business in the Leased Premises. The Lessee undertakes to take measures and assure that its business will be conducted in accordance with any approval and/or license that are required on behalf of any municipal, governmental or other authority as the case may be, including, and derogating from the generality of the aforesaid, the approval of the fire department that will be obtained already during the stage of the design and adjustment of the Leased Premises to the requirements of the Lessee. The Lessor shall not be held liable towards the Lessee to obtain approvals or licenses from the competent authorities and that are required for the purpose of operating and conducting the business of the Lessee in the Leased Premises.
|
14.2.
|
The Lessee shall take measures during the entire Term of Lease to extend the licenses and approvals that are required so that the operation of the Leased Premises and work therein shall be in compliance with all relevant provisions set forth in any law and in accordance with the terms set forth in any license and/or instructions and/or regulations that are promulgated from time to time by any competent authority with relation to or in connection with the business of the Lessee that is operated in the Leased Premises.
|
14.3.
|
In case any authority stipulated the issuance of a license to operate the business of the Lessee on the implementation of modifications or installations in the Leased Premises, the Lessee shall be obligated to request the prior approval of the Lessor to implement any alteration as aforesaid and the provisions set forth in this Agreement regarding modifications and installations in the Leased Premises shall apply also with respect to these modifications and installations,
mutatis mutandis
.
|
14.4.
|
The Lessee declares that it is familiar with its business and with the terms of its licensing and that prior to signing this Agreement it was afforded the opportunity to inspect and that it actually inspected the compliance of the Property, the Building and the Leased Premises with the Purpose of Lease and the possibility to obtain a license or licenses that are required for
|
15.
|
Rights of the Lessor
|
15.1.
|
The Lessor shall be entitled, without obtaining the approval of the Lessee, to perform any construction, modification or addition in the Property and the Building at the sole discretion of the Lessor and as it deems fit from time to time.
|
15.2.
|
The Lessor shall be entitled to use any other part of the Building or any addition that was constructed or that will be constructed in the Building without restrictions and without having to obtain any approval of the Lessee at the sole discretion of the Lessor and as the Lessor deems fit from time to time.
|
15.3.
|
In case the Lessor decided to implement a modification or an addition in the area of the Leased Premises it shall not implement the said modification during the Term of Lease however after obtaining the prior approval of the Lessee.
|
15.4.
|
The Lessor or anyone acting on its behalf shall be entitled to enter the Leased Premises at any reasonable time and after advance coordination with the Lessee for the purpose of inspecting the performance of this Agreement by the Lessee and in order to show the Leased Premises to potential lessees.
|
15.5.
|
The Lessor shall be entitled to transfer and/or charge and/or mortgage its rights in the Leased Premises and/or transfer, charge and mortgage its rights and/or liabilities in accordance with this Agreement, in whole or in part, to whoever the Lessor deems fit and at any time without obtaining the approval of the Lessee and provided that the rights of the Lessee in accordance with this Agreement are not affected.
|
16.
|
Vacating the Leased Premises
|
16.1.
|
Upon expiration of the Term of Lease or upon termination of this Agreement for any reason, the Lessee undertakes to vacate the Leased Premises and deliver possession thereof to the Lessor when the Leased Premises are free from any person and article belonging to the Lessee and are clean and organized and in the state the Lessee received them from the Lessor, except for reasonable depreciation and wear; and when the Leased Premises include any renovation, improvement, addition or installation permanently affixed to the Leased Premises even if these were installed and added to the Leased Premises by the Lessee and at its expense, unless the Lessor demanded that the Lessee would remove such an addition or installation as aforesaid
|
16.2.
|
In case the Lessee failed to vacate the Leased Premises on time as stated in section 16.1, in addition to the right of the Lessor to claim the eviction of the Leased Premises, and in addition to any other right granted to the Lessor in accordance with the provisions set forth in this Agreement and/or in accordance with the provisions set forth in any law, and without derogating from any relief or right granted to the Lessor as stated above, the Lessee shall pay to the Lessor a daily amount equal to three times the last Rent that was paid by the Lessee prior to the eviction date, in respect of the period it was required to vacate the Leased Premises and until the date in which it vacates the Leased Premises. The said payment was set and is agreed as adequate usage fees and/or as fixed and pre-estimated liquidated damages that the parties calculated in advance.
|
16.3.
|
The payment of the adequate usage fees and/or the liquidated damages as stated above shall not relieve the Lessee from its obligation to vacate the Leased Premises.
|
16.4.
|
In case the Lessee failed to vacate the Leased Premises on time in accordance with the provisions set forth in section 16.1 above, the Lessor shall be entitled to claim from the Lessee all the amounts, taxes, payments, liabilities, rent, expenses for repairs, damages, adequate usage fees and any other payment, without exception, as stated in the Agreement in respect of the period from the time the Lessee was required to vacate the Leased Premises and until the date the Lessee vacates the Leased Premises, as if the Term of Lease continued and without derogating from the obligation of the Lessee to vacate the Leased Premises, and without derogating from any other relief the Lessor may seek in accordance with the provisions set forth in this Agreement and/or in accordance with the provisions set forth in any law.
|
16.5.
|
Receiving adequate usage fees as stated above and the payments made in accordance with the provisions set forth in section 15.04 above shall not give rise to a relationship of lease between the Lessee and the Lessor in respect of the period subsequent to the date in which the Lessee was obligated to vacate the Leased Premises.
|
17.
|
Securities
|
17.1.
|
In order to assure the performance of the undertakings of the Lessee in accordance with this Agreement and to assure the payments applicable to the Lessee in accordance with the provisions set forth in this Agreement including the damages due to the Lessor in accordance with the provisions set forth in this Agreement, the Lessee shall furnish to the Lessor the following securities:
|
17.2.
|
The Lessee shall deposit with the Lessor a deposit in the amount of NIS 195,000 (in addition to VAT) that is equal to three months of lease to assure fulfillment of the undertakings of the Lessee (hereinafter: "
Deposit
"). This payment of a security to assure the undertakings of the Lessee shall not derogate from the undertakings of the Lessee to pay the Rent applicable to it in accordance with the dates set forth in the Agreement and already from the first month of the Term of Lease.
|
17.3.
|
In case the said Deposit is not used by the Lessee it shall be used for the purpose of paying the Rent for the last three months of lease prior to vacating the Leased Premises.
|
17.4.
|
The Deposit and/or forfeiture thereof in whole or in part shall not exhaust all the rights of the Lessor and/or constitute any evidence of the debts and/or undertakings of the Lessee.
|
17.5.
|
It is hereby agreed and declared expressly between the parties that the provision of the Deposit in accordance with the Agreement shall not constitute waiver on behalf of the Lessor of its right to other reliefs against the Lessee whether the said reliefs are specified in the body of the Agreement and whether the Lessor my seek Respondents reliefs in accordance with the provisions set forth in any law.
|
17.6.
|
It is clarified that the Deposit that is held by the Lessor during the entire Term of Lease is a fundamental provision in this Agreement. If and to the extent that the Lessor does not hold a Deposit for any reason, this shall constitute a fundamental breach of the Lease Agreement by the Lessee.
|
18.
|
Remedies for breach
|
18.1.
|
Without derogating from the said in section 17 hereunder and the specific remedies that are specified in this Agreement, the provisions set forth in the Contracts Law (Remedies for Breach of Contract), 5731-1970 shall apply to breach of this Agreement.
|
18.2.
|
In case the Lessee fails to keep the Leased Premises in good and operable condition and/or fails to repair anything that requires repair in the Leased Premises and/or fails to return the Leased Premises to the Lessor upon expiration of the Term of Lease in good condition as stated in the Agreement and/or in case any damage is caused to the Leased Premises during the Term of Lease and the said damage was not repaired by the Lessee; in addition to any other right the Lessor may exercise in such circumstances in accordance with the provisions set forth in this Agreement and/or in accordance with the provisions set forth in any law the Lessor shall be entitled to implement any repair and/or perform any action that it deems fit for the purpose of repairing the damage and/or restoring the Leased Premises to their previous state at the expense of the Lessee.
|
18.3.
|
The Lessee hereby undertakes to pay to the Lessor immediately upon receiving its demand all reasonable and required amounts that the Lessor expended for the purpose of actions it performed in accordance with the provisions set forth in this section.
|
18.4.
|
Any delay and/or wait and/or lack of response, inaction or failure to take measures by any of the parties shall not be construed in any manner as waiver of any right of the parties in accordance with this Agreement with relation to a continuing or additional breach by the other party unless the said party waived any of its rights explicitly and in writing.
|
18.5.
|
In case the Lessee breached the entire Agreement or any section thereof and fails to cure the breach during a reasonable period of time and even though a written notice that set out a reasonable time to cure the breach was delivered, and in any event in which the Lessee defaults in payments of the Rent and/or any other payment and/or expense and/or taxes and/or any other amount and/or payment due from the Lessee in accordance with this Agreement or any part thereof the Lessor may, without derogating from any other right granted to the Lessor in accordance with the provisions set forth in this Agreement and/or in accordance with the provisions set forth in any law, terminate the Agreement and claim the immediate eviction of the Leased Premises and/or set a date for vacating the Leased Premises, as it deems fit, and in such circumstances the Agreement shall be terminated on the date set forth by the Lessor.
|
18.6.
|
In any event of termination of this Agreement due to its breach by the Lessee, the Lessor shall be entitled to any additional remedy it may seek by law in respect of the breach, including the relief of damages, an injunction and a mandatory injunction.
|
19.
|
General
|
19.1.
|
All payments that the Lessee is obligated to pay to the Lessor in accordance with this Agreement shall be paid by the Lessee to the Lessor in the offices of the Lessor or in any other address in Israel, as instructed by the Lessor to the Lessee.
|
19.2.
|
Arbitration:
|
A.
|
The arbitrator shall be subject to substantive law.
|
B.
|
The arbitrator shall be exempt from the procedures of the law.
|
C.
|
The arbitrator shall be subject to the law of evidence.
|
D.
|
The arbitrator shall be entitled to grant temporary reliefs in accordance with the rules.
|
E.
|
The arbitrator shall be entitled to deliver interim awards.
|
F.
|
The arbitrator shall be entitled to adjudicate by way of settlement.
|
19.3.
|
In case the Lessee is more than one person or more than be legal entity or in case the Lessee is a partnership, the provisions set forth in this Agreement shall also apply to each of the members of the Lessee or each of the members of the partnership, as the case may be, and their undertakings in accordance with this Agreement shall be jointly and severally.
|
19.4.
|
It is hereby stipulated expressly that each of the undertakings of the Lessor is conditional on the prior fulfillment of the undertakings of the Lessee.
|
19.5.
|
For the avoidance of doubt, and notwithstanding the said anywhere else in this Agreement, the parties agree that the Lessor shall remain the owner of the generator, and the Lessor shall be solely and exclusively responsible in anything related to the generator.
|
19.6.
|
The parties declare and affirm that the this Agreement expresses fully anything agreed and stipulated between the parties and that the parties shall not be bound by any promise, publication, declaration, representation and undertakings, whether written and oral, that are not specified in this Agreement and that were made, if any, prior to signing hereof.
|
19.7.
|
The addresses of the parties for the purpose of this Agreement are:
|
/s/ Rachamin Martsiano
|
|
/s/ Amir Tal
|
Rachamin Martisiano
|
|
Amir Tal
|
The Landlord
|
|
The Lessee
|
Vishay Precision Foil, Inc.
|
Delaware
|
Vishay Precision Foil GmbH
|
Germany
|
Vishay Measurements Group GmbH
|
Germany
|
Powertron GmbH
|
Germany
|
|
|
Vishay Measurements Group, Inc.
|
Delaware
|
Vishay Transducers, Ltd.
(a)
|
Delaware
|
Vishay Transducers India Private Limited
|
India
|
Pharos de Costa Rica, S.A.
|
Costa Rica
|
Vishay Celtron Technologies, Inc.
|
Taiwan
|
Vishay Precision España S.L.
|
Spain
|
Vishay Precision Asia Investments Pte., Ltd.
|
Singapore
|
Vishay Precision Measurement Trading (Shanghai) Co., Ltd.
|
China
|
Vishay Celtron (Tianjin) Technologies Co., Ltd.
|
China
|
Vishay Tedea-Huntleigh (Beijing) Electronics Co., Ltd.
|
China
|
Vishay Precision Foil K.K.
|
Japan
|
Alpha Electronics Corp.
|
Japan
|
|
|
Stress-Tek, Inc.
|
Washington
|
Pacific Instruments, Inc.
|
California
|
|
|
Vishay Precision Israel Ltd.
|
Israel
|
Vishay Measurements Group UK Ltd.
|
England and Wales
|
Vishay Advanced Technologies Ltd.
|
Israel
|
Tedea Huntleigh B.V.
|
Netherlands
|
Vishay Precision Transducers India Private Limited
|
India
|
Vishay Measurements Group France S.A.S.
|
France
|
SCI Vijafranc
|
France
|
VPG Systems UK, Ltd.
|
England and Wales
|
Vishay Precision Group Canada ULC
(b)
|
Canada
|
Vishay PM Onboard (Ireland) Limited
|
Ireland
|
Vishay MD Technik GmbH
|
Germany
|
Vishay Waste Collections Systems B.V.
(c)
|
Netherlands
|
Vishay Waste Collections Systems NV
(d)
|
Belgium
|
Vishay PME France SARL
|
France
|
Vishay PM Onboard Limited
|
England and Wales
|
Vishay Nobel AB
|
Sweden
|
Vishay Nobel AS
|
Norway
|
1)
|
Registration Statement (Form S-3 No. 333-173461) of Vishay Precision Group, Inc.,
|
2)
|
Registration Statement (Form S-8 No. 333-168256) pertaining to the Vishay Precision Group, Inc. 2010 Stock Incentive Program,
|
3)
|
Registration Statement (Form S-8 No. 333-187211) pertaining to the Vishay Precision Group, Inc. Deferred Compensation Plan, and
|
4)
|
Registration Statement (Form S-8 No. 333-196245) pertaining to the Vishay Precision Group, Inc. 2010 Stock Incentive Program (as amended);
|
/s/Ernst & Young LLP
|
|
Philadelphia, Pennsylvania
|
|
March 16, 2017
|
|
1.
|
I have reviewed this Form 10-K of Vishay Precision Group, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s Board of Directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Dated: March 16, 2017
|
/s/ Ziv Shoshani
|
|
|
Ziv Shoshani
|
|
|
Chief Executive Officer
|
1.
|
I have reviewed this Form 10-K of Vishay Precision Group, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s Board of Directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Dated: March 16, 2017
|
/s/ William M. Clancy
|
|
|
William M. Clancy
|
|
|
Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Dated: March 16, 2017
|
/s/ Ziv Shoshani
|
|
|
Ziv Shoshani
|
|
|
Chief Executive Officer
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Dated: March 16, 2017
|
/s/ William M. Clancy
|
|
|
William M. Clancy
|
|
|
Chief Financial Officer
|