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8-K - 8-K - Vishay Precision Group, Inc.vpg-20161108x8k.htm
Exhibit 99.1

For Immediate Release
VPG Reports Fiscal 2016 Third Quarter and Nine Month Results
MALVERN, Pa. (November 8, 2016) -- Vishay Precision Group, Inc. (NYSE: VPG), a leading producer of precision sensors and systems, today announced its results for its fiscal 2016 third quarter and nine months ended October 1, 2016.
Highlights:
Third quarter earnings per diluted share of $0.08.
Adjusted earnings per diluted share of $0.21.*
Cash generated from operations for the third quarter of 2016 was $6.3 million and free cash flow was $4.5 million.*
Force Sensors segment achieved gross profit margins of 31.0% in the third quarter of 2016 as compared to 21.0% in the third quarter of 2015.

“Our adjusted earnings per diluted share performance was $0.21 for the third quarter of 2016 as compared to adjusted earnings per diluted share of $0.18 in the third quarter of 2015, in spite of softer sales this quarter compared to the third quarter of 2015,” said Ziv Shoshani, VPG chief executive officer. “We also generated cash from operations of $6.3 million, with free cash flow of $4.5 million in the third quarter of 2016, which validates the effectiveness of our restructuring and cost reduction programs.”
Net earnings attributable to VPG stockholders for the third fiscal quarter of 2016 were $1.1 million, or $0.08 per diluted share, compared to net loss attributable to VPG stockholders for the third fiscal quarter of 2015 of ($1.9) million, or ($0.15) per diluted share. Net earnings attributable to VPG stockholders for the fiscal nine months ended October 1, 2016 were $3.4 million, or $0.25 per diluted share, compared to net earnings attributable to VPG stockholders of $0.4 million, or $0.03 per diluted share, for the comparable prior year period.
Adjusted net earnings attributable to VPG stockholders for the third fiscal quarter of 2016 were $2.9 million, or $0.21 per diluted share, compared to adjusted net earnings attributable to VPG stockholders of $2.4 million, or $0.18 per diluted share, for the comparable prior year period. Adjusted net earnings attributable to VPG stockholders for the fiscal nine months ended October 1, 2016 were $6.5 million, or $0.49 per diluted share, compared to adjusted net earnings attributable to VPG stockholders of $5.1 million, or $0.37 per diluted share, for the comparable prior year period. Adjusted net earnings for the fiscal quarter and fiscal nine months ended October 1, 2016 exclude, among other costs, $1.1 million of costs associated with the Company’s evaluation of strategic alternatives to enhance stockholder value. There are no assurances that the evaluation will result in any particular strategic alternative. The Company does not intend to comment on or disclose developments regarding the evaluation process unless it deems further disclosure is appropriate or required.
The following table reconciles the company's non-U.S. GAAP measures included in the press release, which are provided for comparison with other results, and the most directly comparable U.S. GAAP measures:



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Reconciliation of Adjusted Earnings Per Share
 
 
 
 
 
 
 
(Unaudited - In thousands, except per share data)
 
 
 
 
 
 
 
 
Fiscal quarter ended
 
Nine fiscal months ended
 
October 1, 2016
 
September 26, 2015
 
October 1, 2016
 
September 26, 2015
Net earnings (loss) attributable to VPG stockholders
$
1,051

 
$
(1,943
)
 
$
3,399

 
$
393

 
 
 
 
 
 
 
 
Reconciling items affecting operating margin
 
 
 
 
 
 
 
Acquisition purchase accounting adjustments
46

 

 
537

 
26

Acquisition costs

 

 
414

 

Strategic alternative evaluation costs
1,079

 

 
1,079

 

Impairment of goodwill and indefinite-lived intangibles

 
4,942

 

 
4,942

Restructuring costs
709

 
459

 
2,395

 
841

 
 
 
 
 
 
 
 
Reconciling items affecting income tax expense
 
 
 
 
 
 
 
Less tax effect of reconciling items and discrete tax items
(27
)
 
(1,081
)
 
(1,317
)
 
(1,137
)
Adjusted net earnings attributable to VPG stockholders
$
2,858

 
$
2,377

 
$
6,507

 
$
5,065

 
 
 
 
 
 
 
 
Adjusted net earnings per diluted share
$
0.21

 
$
0.18

 
$
0.49

 
$
0.37

 
 
 
 
 
 
 
 
Weighted average shares outstanding - diluted
13,422

 
13,347

 
13,409

 
13,772


Segments
The Foil Technology Products segment revenues were $23.9 million in the third quarter of 2016, down 11.7% from $27.0 million in the third quarter of 2015, and down 5.9% from $25.4 million in the second quarter of 2016. Decreased year-over-year revenues were attributable to lower volume, partially offset by the additional volume from Pacific Instruments of $0.7 million and positive exchange rate impact of $0.3 million. The decrease in sequential revenues was also attributable to lower volumes. The gross profit margin for the segment was 36.2% for the third quarter of 2016 compared to 42.0% in the third quarter of 2015 and 36.8% in the second quarter of 2016. The gross profit margin for the quarter compared to the comparable prior year period and the second quarter of 2016 decreased primarily due to lower volume.
The Force Sensors segment revenues were $15.2 million in the third quarter of 2016, up 4.5% from $14.6 million in the third quarter of 2015, and down 1.1% from $15.4 million in the second quarter of 2016. The increase in year-over-year revenues was attributable to an increase in volume offset by negative exchange rate impact of $0.3 million. Excluding the effects of foreign currency, the sequential revenues were flat. The gross profit margin for the segment was 31.0% in the third quarter of 2016, compared to 21.0% in the third quarter of 2015 and 29.0% in the second quarter of 2016. The gross profit margin for the quarter increased from the comparable prior year period primarily due to the increase in volume and the realization of cost savings from our previously announced cost reduction programs. The sequential gross profit margin increase was due to favorable product mix.
The Weighing and Control Systems segment revenues were $15.4 million in the third quarter of 2016, down 1.0% from $15.6 million in the third quarter of 2015, and down 10.6% from $17.2 million in the second quarter of 2016. Decreased year-over-year revenues were attributable to a negative exchange rate impact of $0.5 million and decrease in volumes, offset by the acquisition

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of Stress-Tek. The sequential decrease in revenues was attributable to a decrease in volume coupled with negative exchange rate impact of $0.4 million. The gross profit margin for the segment was 44.9% in the third quarter of 2016 compared to 45.4% in the third quarter of 2015 and 44.7% in the second quarter of 2016 (45.6% excluding the Stress-Tek acquisition purchase accounting adjustment of $0.1 million). Excluding foreign currency, the gross profit margin for the quarter was flat compared to the prior year period. The sequential gross profit margin decrease was due to the decrease in volume.
Outlook
“In light of global economic conditions and the continued strength of the U.S. dollar compared to other currencies, we expect net revenues in the range of $55 million to $60 million for the fourth quarter of 2016,” concluded Mr. Shoshani. “We are updating our expectation for fiscal year 2016 adjusted diluted earnings per share to be in the range of $0.70 to $0.75, at constant exchange rates as of the third quarter of 2016.”
*Editor’s Note
We define adjusted net earnings as net earnings attributable to VPG stockholders before acquisition purchase accounting adjustments, acquisition costs, restructuring costs, strategic alternative evaluation costs, impairment of goodwill and indefinite-lived intangibles and associated tax effects. Free cash flow is defined as the amount of cash generated from operations ($6.3 million for the third quarter of 2016), in excess of our capital expenditures ($1.8 million for the third quarter of 2016) and net of proceeds, if any, for the sale of assets (none in the third quarter of 2016). For a reconciliation of GAAP to non-GAAP financial information, refer to the quarterly financial tables.
Conference Call and Webcast
A conference call will be held today (November 8) at 10:00 a.m. ET (9:00 a.m. CT). To access the conference call, interested parties may call 1-888-317-6003 or internationally 1-412-317-6061 and use passcode 7373887, or log on to the investor relations page of the VPG website at www.vpgsensors.com.
A replay will be available approximately one hour after the completion of the call by calling toll-free 1-877-344-7529 or internationally 1-412-317- 0088 and by using the passcode: 10094433. The replay will also be available on the investor relations page of the VPG website at www.vpgsensors.com for a limited time.
About VPG
Vishay Precision Group, Inc. (VPG) is an internationally recognized designer, manufacturer and marketer of: components based on its resistive foil technology; sensors; and sensor-based systems specializing in the growing markets of stress, force, weight, pressure, and current measurements. VPG is a market leader of foil technology products, providing ongoing technology innovations in precision foil resistors and foil strain gages, which are the foundation of the company's force sensors products and its weighing and control systems. The product portfolio consists of a variety of well-established brand names recognized for precision and quality in the marketplace. To learn more, visit VPG at www.vpgsensors.com.
Forward-Looking Statements
From time to time, information provided by us, including but not limited to statements in this report, or other statements made by or on our behalf, may contain "forward-looking" information within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements involve a number of risks, uncertainties, and contingencies, many of which are beyond our

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control, which may cause actual results, performance, or achievements to differ materially from those anticipated.
Such statements are based on current expectations only, and are subject to certain risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, expected, estimated, or projected. Among the factors that could cause actual results to materially differ include: general business and economic conditions; changes in the current pace of economic recovery; difficulties or delays in completing acquisitions and integrating acquired companies (including the acquisitions of Stress-Tek and Pacific Instruments); the inability to realize anticipated synergies and expansion possibilities; difficulties in new product development; changes in competition and technology in the markets that we serve and the mix of our products required to address these changes; changes in foreign currency exchange rates; difficulties in implementing our ERP system, and the associated impact on manufacturing efficiencies and customer satisfaction; difficulties in implementing our cost reduction strategies, such as underutilization of production facilities, labor unrest or legal challenges to our lay-off or termination plans, operation of redundant facilities due to difficulties in transferring production to lower-cost countries; resources expended in connection with evaluation of strategic alternatives to enhance stockholder value ; and other factors affecting our operations, markets, products, services, and prices that are set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
VPG
William M. Clancy
Executive Vice President and Chief Financial Officer
484-321-5306
bill.clancy@vpgsensors.com







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VISHAY PRECISION GROUP, INC.
 
 
 
Consolidated Condensed Statements of Operations
 
 
 
(Unaudited - In thousands, except per share amounts)
 
 
 
 
 
 
 
 
Fiscal quarter ended
 
October 1, 2016
 
September 26, 2015
Net revenues
$
54,490

 
$
57,149

Costs of products sold
34,225

 
35,699

Gross profit
20,265

 
21,450

Gross profit margin
37.2
%
 
37.5
 %
 
 
 
 
Selling, general, and administrative expenses
16,917

 
17,760

Impairment of goodwill and indefinite-lived intangibles

 
4,942

Restructuring costs
709

 
459

Operating income (loss)
2,639

 
(1,711
)
Operating margin
4.8
%
 
(3.0
)%
 
 
 
 
Other income (expense):
 
 
 
Interest expense
(377
)
 
(158
)
Other
(44
)
 
(387
)
Other income (expense) - net
(421
)
 
(545
)
 
 
 
 
Income (loss) before taxes
2,218

 
(2,256
)
 
 
 
 
Income tax expense (benefit)
1,135

 
(304
)
 
 
 
 
Net earnings (loss)
1,083

 
(1,952
)
Less: net earnings (loss) attributable to noncontrolling interests
32

 
(9
)
Net earnings (loss) attributable to VPG stockholders
$
1,051

 
$
(1,943
)
 
 
 
 
Basic earnings (loss) per share attributable to VPG stockholders
$
0.08

 
$
(0.15
)
Diluted earnings (loss) per share attributable to VPG stockholders
$
0.08

 
$
(0.15
)
 
 
 
 
Weighted average shares outstanding - basic
13,192

 
13,347

Weighted average shares outstanding - diluted
13,422

 
13,347



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VISHAY PRECISION GROUP, INC.
 
 
 
Consolidated Condensed Statements of Operations
 
 
 
(Unaudited - In thousands, except per share amounts)
 
 
 
 
 
 
 
 
Nine fiscal months ended
 
October 1, 2016
 
September 26, 2015
Net revenues
$
169,115

 
$
173,265

Costs of products sold
107,580

 
109,801

Gross profit
61,535

 
63,464

Gross profit margin
36.4
%
 
36.6
%
 
 
 
 
Selling, general, and administrative expenses
53,409

 
54,904

Acquisition costs
414

 

Impairment of goodwill and indefinite-lived intangibles

 
4,942

Restructuring costs
2,395

 
841

Operating income
5,317

 
2,777

Operating margin
3.1
%
 
1.6
%
 
 
 
 
Other income (expense):
 
 
 
Interest expense
(1,076
)
 
(518
)
Other
351

 
(1,730
)
Other income (expense) - net
(725
)
 
(2,248
)
 
 
 
 
Income before taxes
4,592

 
529

 
 
 
 
Income tax expense
1,164

 
174

 
 
 
 
Net earnings
3,428

 
355

Less: net earnings (loss) attributable to noncontrolling interests
29

 
(38
)
Net earnings attributable to VPG stockholders
$
3,399

 
$
393

 
 
 
 
Basic earnings per share attributable to VPG stockholders
$
0.26

 
$
0.03

Diluted earnings per share attributable to VPG stockholders
$
0.25

 
$
0.03

 
 
 
 
Weighted average shares outstanding - basic
13,185

 
13,558

Weighted average shares outstanding - diluted
13,409

 
13,772




6



VISHAY PRECISION GROUP, INC.
 
 
 
Consolidated Condensed Balance Sheets
 
 
 
(In thousands)
 
 
 
 
October 1, 2016
 
December 31, 2015
 
(Unaudited)
 
 
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
56,133

 
$
62,641

Accounts receivable, net
34,889

 
35,553

Inventories:
 
 
 
Raw materials
16,119

 
15,062

Work in process
21,913

 
20,289

Finished goods
20,300

 
20,849

Inventories, net
58,332

 
56,200

 
 
 
 
Prepaid expenses and other current assets
9,678

 
7,814

Assets held for sale
2,043

 

Total current assets
161,075

 
162,208

 
 
 
 
Property and equipment, at cost:
 
 
 
Land
3,498

 
3,639

Buildings and improvements
46,128

 
55,003

Machinery and equipment
88,697

 
84,409

Software
7,379

 
7,284

Construction in progress
3,199

 
2,288

Accumulated depreciation
(94,521
)
 
(95,992
)
Property and equipment, net
54,380

 
56,631

 
 
 
 
Goodwill
19,305

 
12,603

 
 
 
 
Intangible assets, net
22,438

 
17,683

 
 
 
 
Other assets
14,789

 
14,622

Total assets
$
271,987

 
$
263,747



7



VISHAY PRECISION GROUP, INC.
 
 
 
Consolidated Condensed Balance Sheets
 
 
 
(In thousands)
 
 
 
 
October 1, 2016
 
December 31, 2015
 
(Unaudited)
 
 
Liabilities and equity
 
 
 
Current liabilities:
 
 
 
Trade accounts payable
$
8,687

 
$
8,004

Payroll and related expenses
12,854

 
13,888

Other accrued expenses
15,607

 
16,604

Income taxes
1,387

 
527

Current portion of long-term debt
2,277

 
2,120

Total current liabilities
40,812

 
41,143

 
 
 
 
Long-term debt, less current portion
34,457

 
31,037

Deferred income taxes
623

 
334

Other liabilities
7,892

 
7,195

Accrued pension and other postretirement costs
11,309

 
11,597

Total liabilities
95,093

 
91,306

 
 
 
 
Commitments and contingencies
 
 
 
 
 
 
 
Equity:
 
 
 
Common stock
1,278

 
1,276

Class B convertible common stock
103

 
103

Treasury stock
(8,765
)
 
(8,765
)
Capital in excess of par value
190,801

 
190,436

Retained earnings
25,726

 
22,327

Accumulated other comprehensive loss
(32,451
)
 
(33,121
)
Total Vishay Precision Group, Inc. stockholders' equity
176,692

 
172,256

Noncontrolling interests
202

 
185

Total equity
176,894

 
172,441

Total liabilities and equity
$
271,987

 
$
263,747






8



VISHAY PRECISION GROUP, INC.
 
 
 
Consolidated Condensed Statements of Cash Flows
 
 
 
(Unaudited - In thousands)
 
 
 
 
 
 
 
 
Nine fiscal months ended
 
October 1, 2016
 
September 26, 2015
Operating activities
 
 
 
Net earnings
$
3,428

 
$
355

Adjustments to reconcile net earnings to net cash provided by operating activities:
 
 
 
Impairment of goodwill and indefinite-lived intangibles

 
4,942

Depreciation and amortization
8,416

 
8,142

(Gain) loss on disposal of property and equipment
(24
)
 
14

Share-based compensation expense
465

 
796

Inventory write-offs for obsolescence
1,410

 
1,190

Deferred income taxes
(1,537
)
 
(914
)
Other
(862
)
 
2,190

Net changes in operating assets and liabilities:
 
 
 
Accounts receivable, net
2,139

 
(1,182
)
Inventories, net
(2,891
)
 
(5,159
)
Prepaid expenses and other current assets
(1,848
)
 
290

Trade accounts payable
453

 
(2,256
)
Other current liabilities
(2,657
)
 
(3,104
)
Net cash provided by operating activities
6,492

 
5,304

 
 
 
 
Investing activities
 
 
 
Capital expenditures
(6,266
)
 
(7,508
)
Proceeds from sale of property and equipment
316

 
117

Purchase of business
(10,727
)
 

Net cash used in investing activities
(16,677
)
 
(7,391
)
 
 
 
 
Financing activities
 
 
 
Principal payments on long-term debt and capital leases
(1,599
)
 
(3,839
)
Proceeds from revolving facility
17,000

 

Payments on revolving facility
(12,000
)
 

Purchase of treasury stock

 
(8,733
)
Distributions to noncontrolling interests
(12
)
 
(58
)
Net cash provided by (used in) financing activities
3,389

 
(12,630
)
Effect of exchange rate changes on cash and cash equivalents
288

 
(1,751
)
Decrease in cash and cash equivalents
(6,508
)
 
(16,468
)
 
 
 
 
Cash and cash equivalents at beginning of period
62,641

 
79,642

Cash and cash equivalents at end of period
$
56,133

 
$
63,174





9



VISHAY PRECISION GROUP, INC.
 
 
 
 
 
 
 
Reconciliation of Consolidated Adjusted Gross Profit Margin
 
 
 
 
 
 
(Unaudited - In thousands)
 
 
 
 
 
 
 
 
Fiscal quarter ended
 
Nine fiscal months ended
 
October 1, 2016
 
September 26, 2015
 
October 1, 2016
 
September 26, 2015
Gross profit
$
20,265

 
$
21,450

 
$
61,535

 
$
63,464

Gross profit margin
37.2
%
 
37.5
%
 
36.4
%
 
36.6
%
 
 
 
 
 
 
 
 
Reconciling items affecting gross profit margin
 
 
 
 
 
 
 
Acquisition purchase accounting adjustments
46

 

 
537

 
26

 
 
 
 
 
 
 
 
Adjusted gross profit
$
20,311

 
$
21,450

 
$
62,072

 
$
63,490

 Adjusted gross profit margin
37.3
%
 
37.5
%
 
36.7
%
 
36.6
%




VISHAY PRECISION GROUP, INC.
 
 
 
 
 
 
 
Reconciliation of Adjusted Earnings Per Share
 
 
 
 
 
 
 
(Unaudited - In thousands, except per share data)
 
 
 
 
 
 
 
 
Fiscal quarter ended
 
Nine fiscal months ended
 
October 1, 2016
 
September 26, 2015
 
October 1, 2016
 
September 26, 2015
Net earnings (loss) attributable to VPG stockholders
$
1,051

 
$
(1,943
)
 
$
3,399

 
$
393

 
 
 
 
 
 
 
 
Reconciling items affecting operating margin
 
 
 
 
 
 
 
Acquisition purchase accounting adjustments
46

 

 
537

 
26

Acquisition costs

 

 
414

 

Strategic alternative evaluation costs
1,079




1,079



Impairment of goodwill and indefinite-lived intangibles

 
4,942

 

 
4,942

Restructuring costs
709

 
459

 
2,395

 
841

 
 
 
 
 
 
 
 
Reconciling items affecting income tax expense
 
 
 
 
 
 
 
Less tax effect of reconciling items and discrete tax items
(27
)
 
(1,081
)
 
(1,317
)
 
(1,137
)
Adjusted net earnings attributable to VPG stockholders
$
2,858

 
$
2,377

 
$
6,507

 
$
5,065

 
 
 
 
 
 
 
 
Adjusted net earnings per diluted share
$
0.21

 
$
0.18

 
$
0.49

 
$
0.37

 
 
 
 
 
 
 
 
Weighted average shares outstanding - diluted
13,422

 
13,347

 
13,409

 
13,772





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