|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the quarterly period ended
|
July 1, 2017
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
Delaware
|
|
27-0986328
|
|
|
(State or Other Jurisdiction of Incorporation)
|
|
(I.R.S. Employer Identification Number)
|
|
|
|
|
||
|
3 Great Valley Parkway, Suite 150
|
|
|
|
|
Malvern, PA 19355
|
|
484-321-5300
|
|
|
(Address of Principal Executive Offices) (Zip Code)
|
|
(Registrant’s Telephone Number, including area code)
|
|
|
VISHAY PRECISION GROUP, INC.
Consolidated Condensed Balance Sheets
(In thousands)
|
|||||||
|
July 1, 2017
|
|
December 31, 2016
|
||||
|
(Unaudited)
|
|
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
63,158
|
|
|
$
|
58,452
|
|
Accounts receivable, net
|
42,376
|
|
|
34,270
|
|
||
Inventories:
|
|
|
|
||||
Raw materials
|
16,046
|
|
|
15,647
|
|
||
Work in process
|
20,640
|
|
|
21,115
|
|
||
Finished goods
|
20,223
|
|
|
19,559
|
|
||
Inventories, net
|
56,909
|
|
|
56,321
|
|
||
|
|
|
|
||||
Prepaid expenses and other current assets
|
8,261
|
|
|
6,831
|
|
||
Total current assets
|
170,704
|
|
|
155,874
|
|
||
|
|
|
|
||||
Property and equipment, at cost:
|
|
|
|
||||
Land
|
3,399
|
|
|
3,344
|
|
||
Buildings and improvements
|
49,958
|
|
|
48,454
|
|
||
Machinery and equipment
|
91,487
|
|
|
89,080
|
|
||
Software
|
7,646
|
|
|
7,441
|
|
||
Construction in progress
|
2,353
|
|
|
4,340
|
|
||
Accumulated depreciation
|
(100,421
|
)
|
|
(97,374
|
)
|
||
Property and equipment, net
|
54,422
|
|
|
55,285
|
|
||
|
|
|
|
||||
Goodwill
|
18,934
|
|
|
18,717
|
|
||
|
|
|
|
||||
Intangible assets, net
|
21,046
|
|
|
21,585
|
|
||
|
|
|
|
||||
Other assets
|
19,949
|
|
|
19,049
|
|
||
Total assets
|
$
|
285,055
|
|
|
$
|
270,510
|
|
|
|
|
|
VISHAY PRECISION GROUP, INC.
Consolidated Condensed Balance Sheets (continued)
(In thousands)
|
|||||||
|
July 1, 2017
|
|
December 31, 2016
|
||||
|
(Unaudited)
|
|
|
||||
Liabilities and equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Trade accounts payable
|
$
|
9,447
|
|
|
$
|
8,264
|
|
Payroll and related expenses
|
13,296
|
|
|
11,978
|
|
||
Other accrued expenses
|
14,335
|
|
|
13,285
|
|
||
Income taxes
|
2,306
|
|
|
772
|
|
||
Current portion of long-term debt
|
2,853
|
|
|
2,623
|
|
||
Total current liabilities
|
42,237
|
|
|
36,922
|
|
||
|
|
|
|
||||
Long-term debt, less current portion
|
30,763
|
|
|
33,529
|
|
||
Deferred income taxes
|
813
|
|
|
735
|
|
||
Other liabilities
|
13,776
|
|
|
13,054
|
|
||
Accrued pension and other postretirement costs
|
14,999
|
|
|
14,713
|
|
||
Total liabilities
|
102,588
|
|
|
98,953
|
|
||
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
||||
|
|
|
|
||||
Equity:
|
|
|
|
||||
Common stock
|
1,288
|
|
|
1,278
|
|
||
Class B convertible common stock
|
103
|
|
|
103
|
|
||
Treasury stock
|
(8,765
|
)
|
|
(8,765
|
)
|
||
Capital in excess of par value
|
191,897
|
|
|
190,373
|
|
||
Retained earnings
|
34,345
|
|
|
28,731
|
|
||
Accumulated other comprehensive loss
|
(36,534
|
)
|
|
(40,337
|
)
|
||
Total Vishay Precision Group, Inc. stockholders' equity
|
182,334
|
|
|
171,383
|
|
||
Noncontrolling interests
|
133
|
|
|
174
|
|
||
Total equity
|
182,467
|
|
|
171,557
|
|
||
Total liabilities and equity
|
$
|
285,055
|
|
|
$
|
270,510
|
|
|
Fiscal quarter ended
|
||||||
|
July 1, 2017
|
|
July 2, 2016
|
||||
Net revenues
|
$
|
62,319
|
|
|
$
|
57,996
|
|
Costs of products sold
|
37,560
|
|
|
36,501
|
|
||
Gross profit
|
24,759
|
|
|
21,495
|
|
||
|
|
|
|
||||
Selling, general, and administrative expenses
|
18,800
|
|
|
18,444
|
|
||
Acquisition costs
|
—
|
|
|
352
|
|
||
Restructuring costs
|
315
|
|
|
1,011
|
|
||
Operating income
|
5,644
|
|
|
1,688
|
|
||
|
|
|
|
||||
Other income (expense):
|
|
|
|
||||
Interest expense
|
(468
|
)
|
|
(371
|
)
|
||
Other
|
(362
|
)
|
|
(30
|
)
|
||
Other income (expense) - net
|
(830
|
)
|
|
(401
|
)
|
||
|
|
|
|
||||
Income before taxes
|
4,814
|
|
|
1,287
|
|
||
|
|
|
|
||||
Income tax expense (benefit)
|
1,198
|
|
|
(562
|
)
|
||
|
|
|
|
||||
Net earnings
|
3,616
|
|
|
1,849
|
|
||
Less: net loss attributable to noncontrolling interests
|
(3
|
)
|
|
(19
|
)
|
||
Net earnings attributable to VPG stockholders
|
$
|
3,619
|
|
|
$
|
1,868
|
|
|
|
|
|
||||
Basic earnings per share attributable to VPG stockholders
|
$
|
0.27
|
|
|
$
|
0.14
|
|
Diluted earnings per share attributable to VPG stockholders
|
$
|
0.27
|
|
|
$
|
0.14
|
|
|
|
|
|
||||
Weighted average shares outstanding - basic
|
13,257
|
|
|
13,184
|
|
||
Weighted average shares outstanding - diluted
|
13,446
|
|
|
13,405
|
|
|
Six fiscal months ended
|
||||||
|
July 1, 2017
|
|
July 2, 2016
|
||||
Net revenues
|
$
|
122,106
|
|
|
$
|
114,625
|
|
Costs of products sold
|
74,830
|
|
|
73,355
|
|
||
Gross profit
|
47,276
|
|
|
41,270
|
|
||
|
|
|
|
||||
Selling, general, and administrative expenses
|
37,026
|
|
|
36,492
|
|
||
Acquisition costs
|
—
|
|
|
414
|
|
||
Restructuring costs
|
869
|
|
|
1,686
|
|
||
Operating income
|
9,381
|
|
|
2,678
|
|
||
Other income (expense):
|
|
|
|
||||
Interest expense
|
(920
|
)
|
|
(699
|
)
|
||
Other
|
(683
|
)
|
|
395
|
|
||
Other income (expense) - net
|
(1,603
|
)
|
|
(304
|
)
|
||
|
|
|
|
||||
Income before taxes
|
7,778
|
|
|
2,374
|
|
||
|
|
|
|
||||
Income tax expense
|
2,159
|
|
|
29
|
|
||
|
|
|
|
||||
Net earnings
|
5,619
|
|
|
2,345
|
|
||
Less: net earnings (loss) attributable to noncontrolling interests
|
5
|
|
|
(3
|
)
|
||
Net earnings attributable to VPG stockholders
|
$
|
5,614
|
|
|
$
|
2,348
|
|
|
|
|
|
||||
Basic earnings per share attributable to VPG stockholders
|
$
|
0.42
|
|
|
$
|
0.18
|
|
|
|
|
|
||||
Diluted earnings per share attributable to VPG stockholders
|
$
|
0.42
|
|
|
$
|
0.18
|
|
|
|
|
|
||||
Weighted average shares outstanding - basic
|
13,233
|
|
|
13,181
|
|
||
|
|
|
|
||||
Weighted average shares outstanding - diluted
|
13,442
|
|
|
13,402
|
|
|
Fiscal quarter ended
|
||||||
|
July 1, 2017
|
|
July 2, 2016
|
||||
Net earnings
|
$
|
3,616
|
|
|
$
|
1,849
|
|
|
|
|
|
||||
Other comprehensive income (loss):
|
|
|
|
||||
Foreign currency translation adjustment
|
2,345
|
|
|
(1,208
|
)
|
||
Pension and other postretirement actuarial items, net of tax
|
(67
|
)
|
|
241
|
|
||
Other comprehensive income (loss)
|
2,278
|
|
|
(967
|
)
|
||
|
|
|
|
||||
Total comprehensive income
|
5,894
|
|
|
882
|
|
||
|
|
|
|
||||
Less: comprehensive loss attributable to noncontrolling interests
|
(3
|
)
|
|
(19
|
)
|
||
|
|
|
|
||||
Comprehensive income attributable to VPG stockholders
|
$
|
5,897
|
|
|
$
|
901
|
|
|
Six fiscal months ended
|
||||||
|
July 1, 2017
|
|
July 2, 2016
|
||||
Net earnings
|
$
|
5,619
|
|
|
$
|
2,345
|
|
|
|
|
|
||||
Other comprehensive income (loss):
|
|
|
|
||||
Foreign currency translation adjustment
|
3,834
|
|
|
663
|
|
||
Pension and other postretirement actuarial items, net of tax
|
(31
|
)
|
|
373
|
|
||
Other comprehensive income
|
3,803
|
|
|
1,036
|
|
||
|
|
|
|
||||
Comprehensive income
|
9,422
|
|
|
3,381
|
|
||
|
|
|
|
||||
Less: comprehensive income (loss) attributable to noncontrolling interests
|
5
|
|
|
(3
|
)
|
||
|
|
|
|
||||
Comprehensive income attributable to VPG stockholders
|
$
|
9,417
|
|
|
$
|
3,384
|
|
|
Six fiscal months ended
|
||||||
|
July 1, 2017
|
|
July 2, 2016
|
||||
Operating activities
|
|
|
|
||||
Net earnings
|
$
|
5,619
|
|
|
$
|
2,345
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
5,318
|
|
|
5,640
|
|
||
Gain on disposal of property and equipment
|
(141
|
)
|
|
(31
|
)
|
||
Share-based compensation expense
|
492
|
|
|
547
|
|
||
Inventory write-offs for obsolescence
|
982
|
|
|
865
|
|
||
Deferred income taxes
|
(104
|
)
|
|
(1,540
|
)
|
||
Other
|
(445
|
)
|
|
(804
|
)
|
||
Net changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable, net
|
(6,928
|
)
|
|
991
|
|
||
Inventories, net
|
(761
|
)
|
|
(1,681
|
)
|
||
Prepaid expenses and other current assets
|
(1,397
|
)
|
|
(879
|
)
|
||
Trade accounts payable
|
1,020
|
|
|
91
|
|
||
Other current liabilities
|
3,676
|
|
|
(5,271
|
)
|
||
Net cash provided by operating activities
|
7,331
|
|
|
273
|
|
||
|
|
|
|
||||
Investing activities
|
|
|
|
||||
Capital expenditures
|
(3,146
|
)
|
|
(4,434
|
)
|
||
Proceeds from sale of property and equipment
|
326
|
|
|
250
|
|
||
Purchase of business
|
—
|
|
|
(10,727
|
)
|
||
Net cash used in investing activities
|
(2,820
|
)
|
|
(14,911
|
)
|
||
|
|
|
|
||||
Financing activities
|
|
|
|
||||
Principal payments on long-term debt and capital leases
|
(1,314
|
)
|
|
(1,064
|
)
|
||
Proceeds from revolving facility
|
16,000
|
|
|
11,000
|
|
||
Payments on revolving facility
|
(16,000
|
)
|
|
(6,000
|
)
|
||
Distributions to noncontrolling interests
|
(46
|
)
|
|
(8
|
)
|
||
Payments of employee taxes on certain share-based arrangements
|
(303
|
)
|
|
(85
|
)
|
||
Net cash used in financing activities
|
(1,663
|
)
|
|
3,843
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
1,858
|
|
|
377
|
|
||
Increase (decrease) in cash and cash equivalents
|
4,706
|
|
|
(10,418
|
)
|
||
|
|
|
|
||||
Cash and cash equivalents at beginning of period
|
58,452
|
|
|
62,641
|
|
||
Cash and cash equivalents at end of period
|
$
|
63,158
|
|
|
$
|
52,223
|
|
|
|
|
|
||||
Supplemental disclosure of non-cash financing transactions:
|
|
|
|
||||
Conversion of exchangeable notes to common stock
|
$
|
(1,303
|
)
|
|
$
|
—
|
|
|
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 December 31, 2016
|
$
|
1,278
|
|
|
$
|
103
|
|
|
$
|
(8,765
|
)
|
|
$
|
190,373
|
|
|
$
|
28,731
|
|
|
$
|
(40,337
|
)
|
|
$
|
171,383
|
|
|
$
|
174
|
|
|
$
|
171,557
|
|
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,614
|
|
|
—
|
|
|
5,614
|
|
|
5
|
|
|
5,619
|
|
|||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,803
|
|
|
3,803
|
|
|
—
|
|
|
3,803
|
|
|||||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
492
|
|
|
—
|
|
|
—
|
|
|
492
|
|
|
—
|
|
|
492
|
|
|||||||||
Restricted stock issuances (41,322 shares)
|
4
|
|
|
—
|
|
|
—
|
|
|
(265
|
)
|
|
—
|
|
|
—
|
|
|
(261
|
)
|
|
—
|
|
|
(261
|
)
|
|||||||||
Common stock issuance from conversion of exchangeable notes (57,729 shares)
|
6
|
|
|
—
|
|
|
—
|
|
|
1,297
|
|
|
—
|
|
|
—
|
|
|
1,303
|
|
|
—
|
|
|
1,303
|
|
|||||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(46
|
)
|
|
(46
|
)
|
|||||||||
Balance at July 1, 2017
|
$
|
1,288
|
|
|
$
|
103
|
|
|
$
|
(8,765
|
)
|
|
$
|
191,897
|
|
|
$
|
34,345
|
|
|
$
|
(36,534
|
)
|
|
$
|
182,334
|
|
|
$
|
133
|
|
|
$
|
182,467
|
|
|
Total
|
|
Weighing and Control Systems Segment
|
|
Foil Technology Products Segment
|
||||||||||
|
|
|
KELK Acquisition
|
|
Stress-Tek Acquisition
|
|
Pacific Acquisition
|
||||||||
Balance at December 31, 2016
|
$
|
18,717
|
|
|
$
|
6,364
|
|
|
$
|
6,311
|
|
|
$
|
6,042
|
|
Foreign currency translation adjustment
|
217
|
|
|
217
|
|
|
—
|
|
|
—
|
|
||||
Balance at July 1, 2017
|
$
|
18,934
|
|
|
$
|
6,581
|
|
|
$
|
6,311
|
|
|
$
|
6,042
|
|
Balance at December 31, 2016
|
$
|
1,333
|
|
Restructuring costs in 2017
|
869
|
|
|
Cash payments
|
(1,704
|
)
|
|
Foreign currency translation
|
1
|
|
|
Balance at July 1, 2017
|
$
|
499
|
|
|
July 1, 2017
|
|
December 31, 2016
|
||||
2015 Credit Agreement - Revolving Facility
|
$
|
9,000
|
|
|
$
|
9,000
|
|
2015 Credit Agreement - U.S. Closing Date Term Facility
|
3,896
|
|
|
4,128
|
|
||
2015 Credit Agreement - U.S. Delayed Draw Term Facility
|
9,524
|
|
|
10,092
|
|
||
2015 Credit Agreement - Canadian Term Facility
|
8,330
|
|
|
8,780
|
|
||
Exchangeable Unsecured Notes, due 2102
|
2,794
|
|
|
4,097
|
|
||
Other debt
|
465
|
|
|
509
|
|
||
Deferred financing costs
|
(393
|
)
|
|
(454
|
)
|
||
Total long-term debt
|
33,616
|
|
|
36,152
|
|
||
Less: current portion
|
2,853
|
|
|
2,623
|
|
||
Long-term debt, less current portion
|
$
|
30,763
|
|
|
$
|
33,529
|
|
|
Foreign Currency Translation Adjustment
|
|
Pension
and Other Postretirement Actuarial Items |
|
Total
|
||||||
Balance at January 1, 2017
|
$
|
(33,192
|
)
|
|
$
|
(7,145
|
)
|
|
$
|
(40,337
|
)
|
Other comprehensive income before reclassifications
|
3,834
|
|
|
—
|
|
|
3,834
|
|
|||
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
(31
|
)
|
|
(31
|
)
|
|||
Balance at July 1, 2017
|
$
|
(29,358
|
)
|
|
$
|
(7,176
|
)
|
|
$
|
(36,534
|
)
|
|
Foreign Currency Translation Adjustment
|
|
Pension
and Other Postretirement Actuarial Items |
|
Total
|
||||||
Balance at January 1, 2016
|
$
|
(28,704
|
)
|
|
$
|
(4,417
|
)
|
|
$
|
(33,121
|
)
|
Other comprehensive loss before reclassifications
|
663
|
|
|
—
|
|
|
663
|
|
|||
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
373
|
|
|
373
|
|
|||
Balance at July 2, 2016
|
$
|
(28,041
|
)
|
|
$
|
(4,044
|
)
|
|
$
|
(32,085
|
)
|
|
Fiscal quarter ended
July 1, 2017 |
|
Fiscal quarter ended
July 2, 2016 |
||||||||||||
|
Pension
Plans |
|
OPEB
Plans |
|
Pension
Plans |
|
OPEB
Plans |
||||||||
Net service cost
|
$
|
119
|
|
|
$
|
28
|
|
|
$
|
104
|
|
|
$
|
25
|
|
Interest cost
|
165
|
|
|
35
|
|
|
205
|
|
|
33
|
|
||||
Expected return on plan assets
|
(132
|
)
|
|
—
|
|
|
(166
|
)
|
|
—
|
|
||||
Amortization of actuarial losses
|
113
|
|
|
28
|
|
|
52
|
|
|
19
|
|
||||
Net periodic benefit cost
|
$
|
265
|
|
|
$
|
91
|
|
|
$
|
195
|
|
|
$
|
77
|
|
|
Six fiscal months ended July 1, 2017
|
|
Six fiscal months ended July 2, 2016
|
||||||||||||
|
Pension
Plans |
|
OPEB
Plans |
|
Pension
Plans |
|
OPEB
Plans |
||||||||
Net service cost
|
$
|
236
|
|
|
$
|
56
|
|
|
$
|
206
|
|
|
$
|
50
|
|
Interest cost
|
328
|
|
|
70
|
|
|
410
|
|
|
65
|
|
||||
Expected return on plan assets
|
(262
|
)
|
|
—
|
|
|
(333
|
)
|
|
—
|
|
||||
Amortization of actuarial losses
|
224
|
|
|
56
|
|
|
103
|
|
|
38
|
|
||||
Net periodic benefit cost
|
$
|
526
|
|
|
$
|
182
|
|
|
$
|
386
|
|
|
$
|
153
|
|
|
Fiscal quarter ended
|
|
Six fiscal months ended
|
||||||||||||
|
July 1, 2017
|
|
July 2, 2016
|
|
July 1, 2017
|
|
July 2, 2016
|
||||||||
Restricted stock units
|
$
|
248
|
|
|
$
|
191
|
|
|
$
|
492
|
|
|
$
|
547
|
|
|
Fiscal quarter ended
|
|
Six fiscal months ended
|
||||||||||||
|
July 1, 2017
|
|
July 2, 2016
|
|
July 1, 2017
|
|
July 2, 2016
|
||||||||
Net third-party revenues:
|
|
|
|
|
|
|
|
||||||||
Foil Technology Products
|
$
|
29,306
|
|
|
$
|
25,359
|
|
|
$
|
57,070
|
|
|
$
|
51,678
|
|
Force Sensors
|
15,656
|
|
|
15,396
|
|
|
31,124
|
|
|
30,234
|
|
||||
Weighing and Control Systems
|
17,357
|
|
|
17,241
|
|
|
33,912
|
|
|
32,713
|
|
||||
Total
|
$
|
62,319
|
|
|
$
|
57,996
|
|
|
$
|
122,106
|
|
|
$
|
114,625
|
|
|
|
|
|
|
|
|
|
||||||||
Gross profit:
|
|
|
|
|
|
|
|
||||||||
Foil Technology Products
|
$
|
12,275
|
|
|
$
|
9,326
|
|
|
$
|
23,774
|
|
|
$
|
20,453
|
|
Force Sensors
|
4,527
|
|
|
4,460
|
|
|
8,218
|
|
|
7,187
|
|
||||
Weighing and Control Systems
|
7,957
|
|
|
7,709
|
|
|
15,284
|
|
|
13,630
|
|
||||
Total
|
$
|
24,759
|
|
|
$
|
21,495
|
|
|
$
|
47,276
|
|
|
$
|
41,270
|
|
|
|
|
|
|
|
|
|
||||||||
Reconciliation of segment operating income to consolidated results:
|
|
|
|
|
|
|
|
||||||||
Foil Technology Products
|
$
|
6,854
|
|
|
$
|
4,181
|
|
|
$
|
12,917
|
|
|
$
|
10,945
|
|
Force Sensors
|
2,297
|
|
|
2,212
|
|
|
3,678
|
|
|
2,616
|
|
||||
Weighing and Control Systems
|
3,617
|
|
|
2,925
|
|
|
6,699
|
|
|
4,117
|
|
||||
Unallocated G&A expenses
|
(6,809
|
)
|
|
(6,267
|
)
|
|
(13,044
|
)
|
|
(12,900
|
)
|
||||
Acquisition costs
|
—
|
|
|
(352
|
)
|
|
—
|
|
|
(414
|
)
|
||||
Restructuring costs
|
(315
|
)
|
|
(1,011
|
)
|
|
(869
|
)
|
|
(1,686
|
)
|
||||
Consolidated condensed operating income
|
$
|
5,644
|
|
|
$
|
1,688
|
|
|
$
|
9,381
|
|
|
$
|
2,678
|
|
|
|
|
|
|
|
|
|
||||||||
Acquisition costs:
|
|
|
|
|
|
|
|
||||||||
Foil Technology Products
|
$
|
—
|
|
|
$
|
(341
|
)
|
|
$
|
—
|
|
|
$
|
(391
|
)
|
Weighing and Control Systems
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
(23
|
)
|
||||
|
$
|
—
|
|
|
$
|
(352
|
)
|
|
$
|
—
|
|
|
$
|
(414
|
)
|
|
|
|
|
|
|
|
|
||||||||
Restructuring costs:
|
|
|
|
|
|
|
|
||||||||
Foil Technology Products
|
$
|
(12
|
)
|
|
$
|
(221
|
)
|
|
$
|
(138
|
)
|
|
$
|
(718
|
)
|
Force Sensors
|
(85
|
)
|
|
(297
|
)
|
|
(262
|
)
|
|
(301
|
)
|
||||
Weighing and Control Systems
|
(39
|
)
|
|
(379
|
)
|
|
(287
|
)
|
|
(532
|
)
|
||||
Corporate/Other
|
(179
|
)
|
|
(114
|
)
|
|
(182
|
)
|
|
(135
|
)
|
||||
|
$
|
(315
|
)
|
|
$
|
(1,011
|
)
|
|
$
|
(869
|
)
|
|
$
|
(1,686
|
)
|
|
Fiscal quarter ended
|
|
Six fiscal months ended
|
||||||||||||
|
July 1, 2017
|
|
July 2, 2016
|
|
July 1, 2017
|
|
July 2, 2016
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Numerator for basic earnings per share:
|
|
|
|
|
|
|
|
||||||||
Net earnings attributable to VPG stockholders
|
$
|
3,619
|
|
|
$
|
1,868
|
|
|
$
|
5,614
|
|
|
$
|
2,348
|
|
|
|
|
|
|
|
|
|
||||||||
Adjustment to the numerator for net earnings:
|
|
|
|
|
|
|
|
||||||||
Interest savings assuming conversion of dilutive exchangeable notes, net of tax
|
5
|
|
|
4
|
|
|
12
|
|
|
8
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Numerator for diluted earnings per share:
|
|
|
|
|
|
|
|
||||||||
Net earnings attributable to VPG stockholders
|
$
|
3,624
|
|
|
$
|
1,872
|
|
|
$
|
5,626
|
|
|
$
|
2,356
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
||||||||
Denominator for basic earnings per share:
|
|
|
|
|
|
|
|
||||||||
Weighted average shares
|
13,257
|
|
|
13,184
|
|
|
13,233
|
|
|
13,181
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
Exchangeable notes
|
149
|
|
|
181
|
|
|
165
|
|
|
181
|
|
||||
Restricted stock units
|
40
|
|
|
40
|
|
|
44
|
|
|
40
|
|
||||
Dilutive potential common shares
|
189
|
|
|
221
|
|
|
209
|
|
|
221
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Denominator for diluted earnings per share:
|
|
|
|
|
|
|
|
||||||||
Adjusted weighted average shares
|
13,446
|
|
|
13,405
|
|
|
13,442
|
|
|
13,402
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share attributable to VPG stockholders
|
$
|
0.27
|
|
|
$
|
0.14
|
|
|
$
|
0.42
|
|
|
$
|
0.18
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per share attributable to VPG stockholders
|
$
|
0.27
|
|
|
$
|
0.14
|
|
|
$
|
0.42
|
|
|
$
|
0.18
|
|
|
Fiscal quarter ended
|
Six fiscal months ended
|
||||||||
|
July 1, 2017
|
|
July 2, 2016
|
July 1, 2017
|
|
July 2, 2016
|
||||
Weighted average employee stock options
|
—
|
|
|
18
|
|
—
|
|
|
18
|
|
|
Fiscal quarter ended
|
Six fiscal months ended
|
||||||||||||
|
July 1, 2017
|
|
July 2, 2016
|
July 1, 2017
|
|
July 2, 2016
|
||||||||
Foreign exchange (loss) gain
|
$
|
(258
|
)
|
|
$
|
67
|
|
$
|
(632
|
)
|
|
$
|
495
|
|
Interest income
|
18
|
|
|
41
|
|
56
|
|
|
103
|
|
||||
Other
|
(122
|
)
|
|
(138
|
)
|
(107
|
)
|
|
(203
|
)
|
||||
|
$
|
(362
|
)
|
|
$
|
(30
|
)
|
$
|
(683
|
)
|
|
$
|
395
|
|
|
|
|
|
Fair value measurements at reporting date using:
|
||||||||||||
|
|
Total
Fair Value |
|
Level 1
Inputs |
|
Level 2
Inputs |
|
Level 3
Inputs |
||||||||
July 1, 2017
|
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Assets held in rabbi trusts
|
|
$
|
4,834
|
|
|
$
|
392
|
|
|
$
|
4,442
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2016
|
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Assets held in rabbi trusts
|
|
$
|
4,772
|
|
|
$
|
537
|
|
|
$
|
4,235
|
|
|
$
|
—
|
|
|
Fiscal quarter ended
|
Six fiscal months ended
|
||||||||||||
|
July 1, 2017
|
|
July 2, 2016
|
July 1, 2017
|
|
July 2, 2016
|
||||||||
Gross profit
|
$
|
24,759
|
|
|
$
|
21,495
|
|
$
|
47,276
|
|
|
$
|
41,270
|
|
Gross profit margin
|
39.7
|
%
|
|
37.1
|
%
|
38.7
|
%
|
|
36.0
|
%
|
||||
|
|
|
|
|
|
|
||||||||
Reconciling items affecting gross profit margin
|
|
|
|
|
|
|
||||||||
Acquisition purchase accounting adjustments
(a)
|
—
|
|
|
195
|
|
—
|
|
|
491
|
|
||||
|
|
|
|
|
|
|
||||||||
Adjusted gross profit
|
$
|
24,759
|
|
|
$
|
21,690
|
|
$
|
47,276
|
|
|
$
|
41,761
|
|
Adjusted gross profit margin
|
39.7
|
%
|
|
37.4
|
%
|
38.7
|
%
|
|
36.4
|
%
|
|
Fiscal quarter ended
|
|
Six fiscal months ended
|
||||||||||||
|
July 1, 2017
|
|
July 2, 2016
|
|
July 1, 2017
|
|
July 2, 2016
|
||||||||
Operating income
|
$
|
5,644
|
|
|
$
|
1,688
|
|
|
$
|
9,381
|
|
|
$
|
2,678
|
|
Operating margin
|
9.1
|
%
|
|
2.9
|
%
|
|
7.7
|
%
|
|
2.3
|
%
|
||||
|
|
|
|
|
|
|
|
||||||||
Reconciling items affecting operating margin
|
|
|
|
|
|
|
|
||||||||
Acquisition purchase accounting adjustments
(a)
|
—
|
|
|
195
|
|
|
—
|
|
|
491
|
|
||||
Acquisition costs
|
—
|
|
|
352
|
|
|
—
|
|
|
414
|
|
||||
Restructuring costs
|
315
|
|
|
1,011
|
|
|
869
|
|
|
1,686
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Adjusted operating income
|
$
|
5,959
|
|
|
$
|
3,246
|
|
|
$
|
10,250
|
|
|
$
|
5,269
|
|
Adjusted operating margin
|
9.6
|
%
|
|
5.6
|
%
|
|
8.4
|
%
|
|
4.6
|
%
|
|
Fiscal quarter ended
|
Six fiscal months ended
|
||||||||||||
|
July 1, 2017
|
|
July 2, 2016
|
July 1, 2017
|
|
July 2, 2016
|
||||||||
Net earnings attributable to VPG stockholders
|
$
|
3,619
|
|
|
$
|
1,868
|
|
$
|
5,614
|
|
|
$
|
2,348
|
|
|
|
|
|
|
|
|
||||||||
Reconciling items affecting operating margin
|
|
|
|
|
|
|
||||||||
Acquisition purchase accounting adjustments
(a)
|
—
|
|
|
195
|
|
—
|
|
|
491
|
|
||||
Acquisition costs
|
—
|
|
|
352
|
|
—
|
|
|
414
|
|
||||
Restructuring costs
|
315
|
|
|
1,011
|
|
869
|
|
|
1,686
|
|
||||
|
|
|
|
|
|
|
||||||||
Less reconciling items affecting income tax expense
|
|
|
|
|
|
|
||||||||
Tax effect of reconciling items and discrete tax items
|
13
|
|
|
1,469
|
|
56
|
|
|
1,290
|
|
||||
Adjusted net earnings attributable to VPG stockholders
|
$
|
3,921
|
|
|
$
|
1,957
|
|
$
|
6,427
|
|
|
$
|
3,649
|
|
|
|
|
|
|
|
|
||||||||
Adjusted net earnings per diluted share
|
$
|
0.29
|
|
|
$
|
0.15
|
|
$
|
0.48
|
|
|
$
|
0.27
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding - diluted
|
13,446
|
|
|
13,405
|
|
13,442
|
|
|
13,402
|
|
|
2nd Quarter
|
|
3rd Quarter
|
|
4th Quarter
|
|
1st Quarter
|
|
2nd Quarter
|
||||||||||
|
2016
|
|
2016
|
|
2016
|
|
2017
|
|
2017
|
||||||||||
Net revenues
|
$
|
57,996
|
|
|
$
|
54,490
|
|
|
$
|
55,814
|
|
|
$
|
59,787
|
|
|
$
|
62,319
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross profit margin
|
37.1
|
%
|
|
37.2
|
%
|
|
38.1
|
%
|
|
37.7
|
%
|
|
39.7
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
End-of-period backlog
|
$
|
51,400
|
|
|
$
|
50,300
|
|
|
$
|
56,800
|
|
|
$
|
61,400
|
|
|
$
|
67,500
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Book-to-bill ratio
|
0.98
|
|
|
0.98
|
|
|
1.16
|
|
|
1.06
|
|
|
1.08
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Inventory turnover
|
2.52
|
|
|
2.36
|
|
|
2.41
|
|
|
2.64
|
|
|
2.64
|
|
|
2nd Quarter
|
|
3rd Quarter
|
|
4th Quarter
|
|
1st Quarter
|
|
2nd Quarter
|
||||||||||
|
2016
|
|
2016
|
|
2016
|
|
2017
|
|
2017
|
||||||||||
Foil Technology Products
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenues
|
$
|
25,359
|
|
|
$
|
23,852
|
|
|
$
|
25,412
|
|
|
$
|
27,764
|
|
|
$
|
29,306
|
|
Gross profit margin
|
36.8
|
%
|
|
36.2
|
%
|
|
40.6
|
%
|
|
41.4
|
%
|
|
41.9
|
%
|
|||||
End-of-period backlog
|
$
|
23,800
|
|
|
$
|
23,600
|
|
|
$
|
28,800
|
|
|
$
|
31,100
|
|
|
$
|
34,300
|
|
Book-to-bill ratio
|
1.01
|
|
|
0.99
|
|
|
1.26
|
|
|
1.06
|
|
|
1.09
|
|
|||||
Inventory turnover
|
2.65
|
|
|
2.57
|
|
|
2.57
|
|
|
2.80
|
|
|
2.90
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Force Sensors
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenues
|
$
|
15,396
|
|
|
$
|
15,231
|
|
|
$
|
14,769
|
|
|
$
|
15,468
|
|
|
$
|
15,656
|
|
Gross profit margin
|
29.0
|
%
|
|
31.0
|
%
|
|
25.3
|
%
|
|
23.9
|
%
|
|
28.9
|
%
|
|||||
End-of-period backlog
|
$
|
11,700
|
|
|
$
|
12,000
|
|
|
$
|
13,000
|
|
|
$
|
14,100
|
|
|
$
|
14,100
|
|
Book-to-bill ratio
|
0.97
|
|
|
1.02
|
|
|
1.08
|
|
|
1.06
|
|
|
0.99
|
|
|||||
Inventory turnover
|
1.97
|
|
|
1.84
|
|
|
1.93
|
|
|
2.11
|
|
|
1.97
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighing and Control Systems
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenues
|
$
|
17,241
|
|
|
$
|
15,407
|
|
|
$
|
15,633
|
|
|
$
|
16,555
|
|
|
$
|
17,357
|
|
Gross profit margin
|
44.7
|
%
|
|
44.9
|
%
|
|
46.5
|
%
|
|
44.3
|
%
|
|
45.8
|
%
|
|||||
End-of-period backlog
|
$
|
15,900
|
|
|
$
|
14,700
|
|
|
$
|
15,000
|
|
|
$
|
16,200
|
|
|
$
|
19,100
|
|
Book-to-bill ratio
|
0.94
|
|
|
0.92
|
|
|
1.05
|
|
|
1.06
|
|
|
1.14
|
|
|||||
Inventory turnover
|
3.27
|
|
|
2.98
|
|
|
3.08
|
|
|
3.36
|
|
|
3.52
|
|
|
Fiscal quarter ended
|
|
Six fiscal months ended
|
||||||||
|
July 1, 2017
|
|
July 2, 2016
|
|
July 1, 2017
|
|
July 2, 2016
|
||||
Costs of products sold
|
60.3
|
%
|
|
62.9
|
%
|
|
61.3
|
%
|
|
64.0
|
%
|
Gross profit
|
39.7
|
%
|
|
37.1
|
%
|
|
38.7
|
%
|
|
36.0
|
%
|
Selling, general, and administrative expenses
|
30.2
|
%
|
|
31.8
|
%
|
|
30.3
|
%
|
|
31.8
|
%
|
Operating income
|
9.1
|
%
|
|
2.9
|
%
|
|
7.7
|
%
|
|
2.3
|
%
|
Income before taxes
|
7.7
|
%
|
|
2.2
|
%
|
|
6.4
|
%
|
|
2.1
|
%
|
Net earnings
|
5.8
|
%
|
|
3.2
|
%
|
|
4.6
|
%
|
|
2.0
|
%
|
Net earnings attributable to VPG stockholders
|
5.8
|
%
|
|
3.2
|
%
|
|
4.6
|
%
|
|
2.0
|
%
|
|
|
|
|
|
|
|
|
||||
Effective tax rate
|
24.9
|
%
|
|
(43.7
|
)%
|
|
27.8
|
%
|
|
1.2
|
%
|
|
Fiscal quarter ended
|
Six fiscal months ended
|
||||||||||||
|
July 1, 2017
|
|
July 2, 2016
|
July 1, 2017
|
|
July 2, 2016
|
||||||||
Net revenues
|
$
|
62,319
|
|
|
$
|
57,996
|
|
$
|
122,106
|
|
|
$
|
114,625
|
|
Change versus comparable prior year period
|
$
|
4,323
|
|
|
|
$
|
7,481
|
|
|
|
||||
Percentage change versus prior year period
|
7.5
|
%
|
|
|
6.5
|
%
|
|
|
|
vs. prior year
quarter |
vs. prior year-
to-date |
||
Change attributable to:
|
|
|
||
Change in volume
|
10.5
|
%
|
8.0
|
%
|
Change in average selling prices
|
(0.5
|
)%
|
(0.2
|
)%
|
Foreign currency effects
|
(2.5
|
)%
|
(2.3
|
)%
|
Acquisitions
|
—
|
|
1.0
|
%
|
Net change
|
7.5
|
%
|
6.5
|
%
|
|
Fiscal quarter ended
|
Six fiscal months ended
|
||||||||
|
July 1, 2017
|
|
July 2, 2016
|
July 1, 2017
|
|
July 2, 2016
|
||||
Gross profit margin
|
39.7
|
%
|
|
37.1
|
%
|
38.7
|
%
|
|
36.0
|
%
|
|
Fiscal quarter ended
|
|
Six fiscal months ended
|
||||||||||||
|
July 1, 2017
|
|
July 2, 2016
|
|
July 1, 2017
|
|
July 2, 2016
|
||||||||
Net revenues
|
$
|
29,306
|
|
|
$
|
25,359
|
|
|
$
|
57,070
|
|
|
$
|
51,678
|
|
Change versus comparable prior year period
|
$
|
3,947
|
|
|
|
|
$
|
5,392
|
|
|
|
||||
Percentage change versus prior year period
|
15.6
|
%
|
|
|
|
10.4
|
%
|
|
|
|
vs. prior year
quarter |
vs. prior year-
to-date |
||
Change attributable to:
|
|
|
||
Change in volume
|
17.5
|
%
|
9.7
|
%
|
Change in average selling prices
|
(0.3
|
)%
|
(0.1
|
)%
|
Foreign currency effects
|
(1.6
|
)%
|
(1.4
|
)%
|
Acquisitions
|
—
|
|
2.2
|
%
|
Net change
|
15.6
|
%
|
10.4
|
%
|
|
Fiscal quarter ended
|
|
Six fiscal months ended
|
||||||||
|
July 1, 2017
|
|
July 2, 2016
|
|
July 1, 2017
|
|
July 2, 2016
|
||||
Gross profit margin
|
41.9
|
%
|
|
36.8
|
%
|
|
41.7
|
%
|
|
39.6
|
%
|
|
Fiscal quarter ended
|
|
Six fiscal months ended
|
||||||||||||
|
July 1, 2017
|
|
July 2, 2016
|
|
July 1, 2017
|
|
July 2, 2016
|
||||||||
Net revenues
|
$
|
15,656
|
|
|
$
|
15,396
|
|
|
$
|
31,124
|
|
|
$
|
30,234
|
|
Change versus comparable prior year period
|
$
|
260
|
|
|
|
|
$
|
890
|
|
|
|
||||
Percentage change versus prior year period
|
1.7
|
%
|
|
|
|
2.9
|
%
|
|
|
|
vs. prior year
quarter |
|
vs. prior year-
to-date |
||
Change attributable to:
|
|
|
|
||
Change in volume
|
4.7
|
%
|
|
5.5
|
%
|
Change in average selling prices
|
(1.6
|
)%
|
|
(0.9
|
)%
|
Foreign currency effects
|
(1.4
|
)%
|
|
(1.7
|
)%
|
Net change
|
1.7
|
%
|
|
2.9
|
%
|
|
Fiscal quarter ended
|
|
Six fiscal months ended
|
||||||||
|
July 1, 2017
|
|
July 2, 2016
|
|
July 1, 2017
|
|
July 2, 2016
|
||||
Gross profit margin
|
28.9
|
%
|
|
29.0
|
%
|
|
26.4
|
%
|
|
23.8
|
%
|
|
Fiscal quarter ended
|
|
Six fiscal months ended
|
||||||||||||
|
July 1, 2017
|
|
July 2, 2016
|
|
July 1, 2017
|
|
July 2, 2016
|
||||||||
Net revenues
|
$
|
17,357
|
|
|
$
|
17,241
|
|
|
$
|
33,912
|
|
|
$
|
32,713
|
|
Change versus comparable prior year period
|
$
|
116
|
|
|
|
|
$
|
1,199
|
|
|
|
||||
Percentage change versus prior year period
|
0.7
|
%
|
|
|
|
3.7
|
%
|
|
|
|
vs. prior year
quarter |
vs. prior year-
to-date |
||
Change attributable to:
|
|
|
||
Change in volume
|
5.2
|
%
|
7.8
|
%
|
Change in average selling prices
|
0.4
|
%
|
0.4
|
%
|
Foreign currency effects
|
(4.9
|
)%
|
(4.5
|
)%
|
Net change
|
0.7
|
%
|
3.7
|
%
|
|
Fiscal quarter ended
|
|
Six fiscal months ended
|
||||||||
|
July 1, 2017
|
|
July 2, 2016
|
|
July 1, 2017
|
|
July 2, 2016
|
||||
Gross profit margin
|
45.8
|
%
|
|
44.7
|
%
|
|
45.1
|
%
|
|
41.7
|
%
|
|
Fiscal quarter ended
|
Six fiscal months ended
|
||||||||||||
|
July 1, 2017
|
|
July 2, 2016
|
July 1, 2017
|
|
July 2, 2016
|
||||||||
Total SG&A expenses
|
$
|
18,800
|
|
|
$
|
18,444
|
|
$
|
37,026
|
|
|
$
|
36,492
|
|
|
|
|
|
|
|
|
||||||||
as a percentage of net revenues
|
30.2
|
%
|
|
31.8
|
%
|
30.3
|
%
|
|
31.8
|
%
|
|
Fiscal quarter ended
|
|
|
||||||||
|
July 1, 2017
|
|
July 2, 2016
|
|
Change
|
||||||
Foreign exchange (loss) gain
|
$
|
(258
|
)
|
|
$
|
67
|
|
|
$
|
(325
|
)
|
Interest income
|
18
|
|
|
41
|
|
|
(23
|
)
|
|||
Other
|
(122
|
)
|
|
(138
|
)
|
|
16
|
|
|||
|
$
|
(362
|
)
|
|
$
|
(30
|
)
|
|
$
|
(332
|
)
|
|
Six fiscal months ended
|
|
|
||||||||
|
July 1, 2017
|
|
July 2, 2016
|
|
Change
|
||||||
Foreign exchange (loss) gain
|
$
|
(632
|
)
|
|
$
|
495
|
|
|
$
|
(1,127
|
)
|
Interest income
|
56
|
|
|
103
|
|
|
(47
|
)
|
|||
Other
|
(107
|
)
|
|
(203
|
)
|
|
96
|
|
|||
|
$
|
(683
|
)
|
|
$
|
395
|
|
|
$
|
(1,078
|
)
|
|
July 1, 2017
|
|
December 31, 2016
|
||||
Cash and cash equivalents
|
$
|
63,158
|
|
|
$
|
58,452
|
|
|
|
|
|
||||
Third-party debt, including current and long-term:
|
|
|
|
||||
Term loans
|
21,750
|
|
|
23,000
|
|
||
Revolving debt
|
9,000
|
|
|
9,000
|
|
||
Third-party debt held by Japanese subsidiary
|
465
|
|
|
509
|
|
||
Exchangeable notes, due 2102
|
2,794
|
|
|
4,097
|
|
||
Deferred financing costs
|
(393
|
)
|
|
(454
|
)
|
||
Total third-party debt
|
33,616
|
|
|
36,152
|
|
||
Net cash
|
$
|
29,542
|
|
|
$
|
22,300
|
|
|
July 1, 2017
|
|
December 31, 2016
|
||
Israel
|
21
|
%
|
|
16
|
%
|
Asia
|
28
|
%
|
|
27
|
%
|
Europe
|
20
|
%
|
|
19
|
%
|
United States
|
6
|
%
|
|
17
|
%
|
United Kingdom
|
14
|
%
|
|
12
|
%
|
Canada
|
11
|
%
|
|
9
|
%
|
|
100
|
%
|
|
100
|
%
|
|
VISHAY PRECISION GROUP, INC.
|
|
|
|
/s/ William M. Clancy
|
|
William M. Clancy
|
|
Executive Vice President and Chief Financial Officer
|
|
(as a duly authorized officer and principal financial and accounting officer)
|
1.
|
The recitals to this Amendment constitute an integral part hereof. Capitalized terms in this Amendment have the same meaning attributed to them in the Employment Agreement, unless otherwise stated.
|
2.
|
The Executive agrees to the following general undertakings:
|
2.1.
|
The Executive previously undertook and continues to undertake to comply with all Company disciplinary regulations, work rules, policies, procedures and objectives, as in effect from time to time, including the applicable Code of Ethics and Prevention of Sexual Harassment Rules (the "
Rules
").
|
2.2.
|
The Executive previously consented and continues to consent, of his own free will and although not required to do so under law, that the information in the Employment Agreement and this Amendment and any information concerning the Executive gathered by the Company, will be held and managed by the Company or on its behalf, inter alia, on databases according to law, and that the Company shall be entitled to transfer such information to third parties, in Israel or abroad. The Company undertakes that the information will be used, and transferred for legitimate business purposes only. Without derogating from the generality of the above, such purposes may include human resources management and assessment of potential transactions, to the extent required while maintaining the Executive's right to privacy.
|
2.3.
|
The Executive previously agreed and continues to agree that the Company may monitor his use of its Systems and copy, transfer and disclose all electronic communications and content transmitted by or stored in such Systems, in pursuit of the Company's legitimate business interests, all in accordance with the Company's policy as in force from time to time and subject to applicable law. For the purposes of this Section, the term "Systems" includes telephone, computers, computer system, internet server,
|
3.
|
The Executive's existing entitlements under the Employment Agreement shall be clarified as follows:
|
3.1.
|
Israeli Notice of Termination / Payment in lieu of notice
– For the sake of good order, notwithstanding any other provision in this amendment, prior amendments, or the Employment Agreement, the parties hereby clarify that each party may terminate the Employment Agreement at any time by providing the other party a prior written notice as required by Israeli law and which, for the avoidance of doubt, shall not derogate from Section 6 of the Employment Agreement. The parties recognize that, at the time of the signing of this Amendment, the applicable notice period required by Israeli law is thirty (30) days. For the avoidance of doubt, the definition of "Notice of Termination" set out in section 1.13 of the Employment Agreement shall be read and understood accordingly. The Company reserves the right to terminate the Executive's employment by making a payment to him of salary in lieu of any prior notice period as set out in the Employment Agreement.
In such case, the Executive's employment shall be deemed to have ceased on the date of the receipt of such notice from the Company. In addition, the Company may instruct the Executive not to attend work during any prior notice period or any part of it.
|
3.2.
|
Vacation
- The Executive shall be entitled to 23 working days' vacation in each calendar year. Vacation days may be carried forward from one calendar year to the next to the extent permitted by law, provided that the Executive uses at least 7 vacation days each year.
|
3.3.
|
Sick pay
– The Executive shall be entitled to sick leave according to law. Notwithstanding the aforesaid, the Executive will be entitled to his full Base Salary from the first day of his sick leave. The Executive shall not be entitled to any compensation with respect to unused sick leave.
|
3.4.
|
Recuperation pay
– The Executive shall be entitled to 10 days' recuperation pay in each calendar year.
|
3.5.
|
Car
|
3.5.1.
|
The Company provides the Executive with a Company car (the "
Company Car
") determined by the Company at its sole discretion, with all maintenance and usage expenses paid by the Company subject to
|
3.5.2.
|
The Executive shall take good care of the Company Car and undertake not to allow others to use the Company Car, except for members of his immediate family and employees of the Company approved by the Company.
|
3.5.3.
|
The Executive shall act in accordance with applicable law, the Company Car policy and any insurance policy applicable to the Company Car, all as in effect from time to time.
|
3.5.4.
|
The Company shall bear all taxes associated with this car benefit under any applicable law.
|
3.5.5.
|
The Executive shall return the Company Car, and any keys thereto, to the Company no later than the termination date of his employment or at any other time as directed. The Executive shall have no rights of lien with respect to the Company Car.
|
3.5.6.
|
The receipt of this car benefit is in place of any travel expenses to which the Executive would otherwise be entitled at law.
|
3.6.
|
Pension Arrangement
– The Executive is entitled to contributions to a pension arrangement of his choice (the "
Pension Arrangement
"), at the following monthly rates:
|
3.6.1.
|
The Company currently contributes:
|
3.6.2.
|
The Company shall also deduct 6% of the Base Salary to be paid on the Executive's account towards the Pension Arrangement.
|
3.6.3.
|
The Executive confirms that, in accordance with his choice, as previously notified to the Company, the names of the institution(s) and plan(s) to which contributions under Section 3.6.1 and 3.6.2 shall be made are currently Cllal Pension and Menora Mivtachim for pension funds and Migdal Kitzba for managers insurance policy.
|
3.6.4.
|
In addition to any payments specified in Section 6 of the Employment Agreement, where the Executive's employment with the Company is terminated, whether by him or the Company (other than in circumstances in which the Executive's right to statutory severance pay is denied by a judgment according to sections 16 or 17 of the Severance Pay Law 1963)), the Company shall transfer the severance pay component of the Executive's Pension Arrangement to him. In addition, the Company shall pay to the Executive the shortfall amount (if any) between the amount actually accrued in his severance pay component and the full amount of statutory severance pay to which the Executive would have been entitled by law if terminated by the Company.
|
3.6.5.
|
In cases of termination of employment in circumstances in which the Executive's right to statutory severance pay is denied by a judgment according to sections 16 or 17 of the Severance Pay Law 1963, the Company reserves its right to withdraw the amounts accumulated in the severance component in the pension arrangement. This Section 3.6.5 represents specific agreement in accordance with Section 26 to the Severance Pay Law, 1963.
|
3.7.
|
Further education fund
|
3.7.1.
|
The Company shall make monthly Further Education Fund contributions as follows: 7.5% of Base Salary paid by the Company on its account and 2.5% of Base Salary to be deducted by the Company from such Base Salary to be paid on the Executive's account, in each case up to the ceiling
|
3.7.2.
|
In addition, the Company will make monthly payments equal to 7.5% of the part of the Base Salary exceeding the Ceiling directly to the Executive as a special increment, which shall not constitute part of the Executive's Base Salary for any intents or purposes (the "
Special Increment
"). Notwithstanding the above and as a gesture of good will, the Company will make contributions to the Executive's Pension Arrangement based also on the Special Increment.
|
3.7.3.
|
The Executive shall bear any and all taxes applicable in connection with amounts payable by him and/or Company to the said Further Education Fund.
|
3.8.
|
Cell phone
|
3.8.1.
|
The Company shall provide the Executive with a cell phone for his use in order to perform his obligations under this Employment Agreement. The Company shall pay the monthly charges for the cell phone, according to its policy, as in effect from time to time.
|
3.8.2.
|
Without derogating from the generality of the above, the Executive specifically undertakes to use the cell phone abroad in accordance with Company's policy in this regard.
|
3.8.3.
|
The Company shall bear all taxes applicable to the Executive in connection with the said cell phone. No later than the termination date of the Executive's employment for any reason, or earlier upon receipt of a written request by the Company, the Executive shall return possession of the cell phone to the Company.
|
4.
|
Intellectual Property undertakings
|
4.1.
|
The Executive has previously undertaken to disclose and shall promptly disclose, to the Company, all Intellectual Property which he has or which he may solely or jointly conceive, develop or reduce to practice or cause to be conceived, developed or reduced to practice during the course of and/or in connection with his employment with the Company and/or which use confidential information (as set out in the Employment Agreement) or other Group property (“
Inventions
”).
|
4.2.
|
For the purposes of this Amendment, "Intellectual Property" shall include all intellectual property rights, whether or not patentable, including without limitation rights in algorithms, binary code, brands, business methods, business plans, computer programs, computer software, concepts, confidential information, content, databases, developments, firmware, composition of matter or materials, certification marks, collective marks, copyright, customer lists, data, designs (whether registered or unregistered), derivative works, discoveries, distributor lists, documents, domain names, file layouts, formulae, goodwill, ideas, improvements, industrial designs, information, innovations, inventions (including but not limited to Service Inventions as defined in Section 132 of the Patent Law-1967 (the "Patent Law")), integrated circuits, know-how, logos, look and feel, manufacturing information, mask works, materials, methods, moral rights, object code, original works of authorship, patents, patent applications, patent rights, including but not limited to any and all continuations, divisions, reissues, re-examinations or extensions, plans, processes, proprietary technology, reputation, research data, research results, research records, semiconductor chips, service marks, software, source code, specifications, statistical models, supplier lists, systems, techniques, technology, trade secrets, trademarks, trade dress, trade names, trade styles, technical information, utility models, and any rights analogous to the foregoing.
|
4.3.
|
The Executive further confirms that all Inventions, and any and all rights, interests and title therein, have been and shall be the exclusive property of the Company and the Executive has not been and shall not be entitled to, and he has waived and hereby waives, now and in the future, any claim to any right, moral rights, compensation or reward, including any right to royalties in Service Inventions in accordance with the Patent Law, that he may have or have had in connection therewith and that all Inventions will be considered “works made for hire” as that term is defined in Section 101 of the
|
4.4.
|
Without derogating from the Group's rights under this Undertaking or any law, the Executive has previously agreed and continues to agree to assign, and automatically assign, to the Company and/or its designee, any and all rights, titles and interests in respect of any Inventions, to the extent that he may have or have had such rights, on a worldwide basis, and he has acknowledged and acknowledges now and in the future, the Company’s full and exclusive ownership in all such Inventions. The Executive shall, at any time hereafter, execute all documents and take all steps necessary to effectuate the assignment to the Company and/or its designee or to assist them to obtain the exclusive and absolute right, title and interest in and to all Inventions, including by the registration of patents or trademarks, protection of trade secrets, copyright, or any other applicable legal protection, and to protect the same against infringement by any third party, including by assisting in any legal action requested by the Group with respect to the foregoing.
|
5.
|
The Employment Agreement as amended by this Amendment constitutes an “employee notice” as required under the Notice to the Employee and Job Candidate Law (Employment Conditions and Candidate Screening and Selection), 5762-2002 and the parties agree that they serve as a notification under this law. Nothing in the Employment Agreement as amended by this Amendment shall derogate from any right granted to the Executive under any law, extension order or collective agreement.
The Company is not (and is not a member of an Employer's organization which is) party to a collective agreement which sets out the Executive's terms of employment.
|
6.
|
Except as set forth herein, this Amendment shall not affect any provisions in the Employment Agreement, which shall remain in full force and effect. In the event of any inconsistency between the provisions of this Amendment and the terms of the Employment Agreement, the provisions of this Amendment shall prevail.
|
7.
|
The Executive hereby confirms that he has complied with all of his undertakings according to this Amendment from the commencement date of his employment by the Company.
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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(s) 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 13a-15(f) and 15d-15(f)) for the registrant and have:
|
5.
|
The registrant's other certifying officer(s) 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 the registrant's board of directors (or persons performing the equivalent functions):
|
Date: August 8, 2017
|
|
/s/ Ziv Shoshani
|
Ziv Shoshani
|
Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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(s) 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 13a-15(f) and 15d-15(f)) for the registrant and have:
|
5.
|
The registrant's other certifying officer(s) 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 the registrant's board of directors (or persons performing the equivalent functions):
|
Date: August 8, 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.
|
/s/ Ziv Shoshani
|
Ziv Shoshani
|
Chief Executive Officer
|
August 8, 2017
|
(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.
|
/s/ William M. Clancy
|
William M. Clancy
|
Chief Financial Officer
|
August 8, 2017
|