Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 28, 2014 | Apr. 28, 2014 | |
Document Information [Line Items] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 28-Mar-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Trading Symbol | 'GSIG | ' |
Entity Registrant Name | 'GSI GROUP INC | ' |
Entity Central Index Key | '0001076930 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 34,184,520 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 28, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current Assets | ' | ' |
Cash and cash equivalents | $31,741 | $60,980 |
Accounts receivable, net of allowance of $682 and $575, respectively | 61,314 | 48,552 |
Inventories | 63,834 | 58,290 |
Income taxes receivable | 5,455 | 5,715 |
Deferred tax assets | 8,786 | 6,351 |
Prepaid expenses and other current assets | 4,872 | 5,134 |
Assets of discontinued operations | 16,135 | 16,088 |
Total current assets | 192,137 | 201,110 |
Property, plant and equipment, net | 31,448 | 31,303 |
Deferred tax assets | 497 | 519 |
Other assets | 11,957 | 9,426 |
Intangible assets, net | 102,763 | 65,293 |
Goodwill | 115,182 | 71,156 |
Total assets | 453,984 | 378,807 |
Current Liabilities | ' | ' |
Current portion of long-term debt | 7,500 | 7,500 |
Accounts payable | 26,572 | 24,361 |
Income taxes payable | 535 | 1,018 |
Deferred tax liabilities | 214 | 214 |
Accrued expenses and other current liabilities | 21,875 | 22,288 |
Liabilities of discontinued operations | 7,336 | 6,398 |
Total current liabilities | 64,032 | 61,779 |
Long-term debt | 129,125 | 64,000 |
Deferred tax liabilities | 4,389 | ' |
Income taxes payable | 8,018 | 5,596 |
Other liabilities | 4,750 | 5,029 |
Total liabilities | 210,314 | 136,404 |
Commitments and Contingencies (Note 13) | ' | ' |
Stockholders' Equity: | ' | ' |
Common shares, no par value; Authorized shares: unlimited; Issued and outstanding: 34,173 and 33,991, respectively | 423,856 | 423,856 |
Additional paid-in capital | 25,659 | 25,383 |
Accumulated deficit | -199,930 | -200,913 |
Accumulated other comprehensive loss | -6,341 | -6,342 |
Total GSI Group Inc. stockholders' equity | 243,244 | 241,984 |
Noncontrolling interest | 426 | 419 |
Total stockholders' equity | 243,670 | 242,403 |
Total liabilities and stockholders' equity | $453,984 | $378,807 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 28, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Accounts receivable, allowance | $682 | $575 |
Common shares, no par value | ' | ' |
Common shares, Issued | 34,173 | 33,991 |
Common shares, outstanding | 34,173 | 33,991 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 28, 2014 | Mar. 29, 2013 |
Sales | $79,133 | $75,071 |
Cost of sales | 47,028 | 44,440 |
Gross profit | 32,105 | 30,631 |
Operating expenses: | ' | ' |
Research and development and engineering | 5,857 | 5,816 |
Selling, general and administrative | 19,618 | 18,689 |
Amortization of purchased intangible assets | 1,744 | 2,236 |
Restructuring and acquisition related costs | 818 | 2,428 |
Total operating expenses | 28,037 | 29,169 |
Income from operations | 4,068 | 1,462 |
Interest income (expense), net | -837 | -898 |
Foreign exchange transaction gains (losses), net | -19 | 1,219 |
Other income (expense), net | 581 | 369 |
Income from continuing operations before income taxes | 3,793 | 2,152 |
Income tax provision | 937 | 403 |
Income from continuing operations | 2,856 | 1,749 |
Income (loss) from discontinued operations, net of tax | -1,866 | 369 |
Consolidated net income | 990 | 2,118 |
Less: Net income attributable to noncontrolling interest | -7 | -36 |
Net income attributable to GSI Group Inc. | $983 | $2,082 |
Earnings per common share from continuing operations: | ' | ' |
Basic | $0.08 | $0.05 |
Diluted | $0.08 | $0.05 |
Earnings (loss) per common share from discontinued operations: | ' | ' |
Basic | ($0.05) | $0.01 |
Diluted | ($0.05) | $0.01 |
Earnings per common share attributable to GSI Group Inc.: | ' | ' |
Basic | $0.03 | $0.06 |
Diluted | $0.03 | $0.06 |
Weighted average common shares outstanding-basic | 34,227 | 33,983 |
Weighted average common shares outstanding-diluted | 34,669 | 34,271 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 28, 2014 | Mar. 29, 2013 | ||
Consolidated net income | $990 | $2,118 | ||
Other comprehensive income (loss): | ' | ' | ||
Foreign currency translation adjustments, net of tax | -63 | [1] | -5,694 | [1] |
Pension liability adjustments, net of tax | 64 | [2] | 949 | [2] |
Total other comprehensive income (loss) | 1 | -4,745 | ||
Total consolidated comprehensive income (loss) | 991 | -2,627 | ||
Less: Comprehensive (income) attributable to noncontrolling interest | -7 | -36 | ||
Comprehensive income (loss) to GSI Group Inc. | $984 | ($2,663) | ||
[1] | The tax effect on this component of comprehensive income was nominal for the three months ended March 28, 2014 and $1.3 million for the three months ended March 29, 2013. | |||
[2] | The tax effect on this component of comprehensive income was not material for all periods presented. See Note 4 for the total amount of pension liability adjustments reclassified out of accumulated other comprehensive loss. |
CONSOLIDATED_STATEMENTS_OF_COM1
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) (USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Mar. 29, 2013 |
Foreign currency translation adjustments - Tax effect on component of comprehensive income | $1.30 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 28, 2014 | Mar. 29, 2013 |
Cash flows from operating activities: | ' | ' |
Consolidated net income | $990 | $2,118 |
Less: Loss (income) from discontinued operations, net of tax | 1,866 | -369 |
Income from continuing operations | 2,856 | 1,749 |
Adjustments to reconcile income from continuing operations to net cash provided by continuing operations: | ' | ' |
Depreciation and amortization | 4,829 | 5,259 |
Provision for inventory | 465 | 840 |
Share-based compensation | 1,439 | 1,531 |
Deferred income taxes | -1,990 | -981 |
Earnings from equity investment | -573 | -361 |
Non-cash interest expense | 233 | 253 |
Non-cash restructuring and acquisition related charges | 171 | -414 |
Other non-cash items | 204 | 607 |
Changes in assets and liabilities which (used) provided cash, excluding effects from businesses purchased or classified as held for sale: | ' | ' |
Accounts receivable | -4,919 | -4,370 |
Inventories | 1,449 | -452 |
Prepaid expenses, income taxes receivable and other current assets | 388 | 146 |
Accounts payable, accrued expenses, income taxes payable and other current liabilities | -2,519 | 2,335 |
Other non-current assets and liabilities | 763 | 138 |
Cash provided by operating activities of continuing operations | 2,796 | 6,280 |
Cash used in operating activities of discontinued operations | -1,299 | -1,672 |
Cash provided by operating activities | 1,497 | 4,608 |
Cash flows from investing activities: | ' | ' |
Purchases of property, plant and equipment | -972 | -1,605 |
Acquisition of business, net of cash acquired | -92,360 | -82,653 |
Proceeds from the sale of property, plant and equipment | 38 | ' |
Cash used in investing activities of continuing operations | -93,294 | -84,258 |
Cash used in investing activities of discontinued operations | -617 | -110 |
Cash used in investing activities | -93,911 | -84,368 |
Cash flows from financing activities: | ' | ' |
Borrowings under revolving credit facility | 70,000 | 60,000 |
Repayments of long-term debt and revolving credit facility | -4,875 | -6,875 |
Payments for debt issuance costs | -712 | -145 |
Payments of withholding taxes from stock-based awards | -1,371 | -639 |
Capital lease payments | -246 | -233 |
Excess tax benefits from stock-based awards | 160 | ' |
Other financing activities | 235 | ' |
Cash provided by financing activities of continuing operations | 63,191 | 52,108 |
Cash provided by financing activities of discontinued operations | ' | ' |
Cash provided by financing activities | 63,191 | 52,108 |
Effect of exchange rates on cash and cash equivalents | -16 | -1,799 |
Decrease in cash and cash equivalents | -29,239 | -29,451 |
Cash and cash equivalents, beginning of period | 60,980 | 65,788 |
Cash and cash equivalents, end of period | 31,741 | 36,337 |
Supplemental disclosure of cash flow information: | ' | ' |
Cash paid for interest | 489 | 378 |
Cash paid for income taxes | 1,026 | 449 |
Income tax refunds received | ' | $3 |
Nature_of_Operations_and_Summa
Nature of Operations and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 28, 2014 | |
Nature of Operations and Summary of Significant Accounting Policies | ' |
1. Nature of Operations and Summary of Significant Accounting Policies | |
GSI Group Inc. and its subsidiaries (collectively referred to as the “Company”) design, develop, manufacture and sell precision photonic and motion control components and subsystems to Original Equipment Manufacturers (OEM’s) in the medical equipment and advanced industrial technology markets. Our highly engineered enabling technologies include laser sources, scanning and beam delivery products, medical visualization and informatics solutions, optical data collection and machine vision technologies and precision motion control products. We specialize in collaborating with OEM customers to adapt our component and subsystem technologies to deliver highly differentiated performance in their applications. | |
The accompanying unaudited interim consolidated financial statements have been prepared in U.S. dollars and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”), the instructions to Form 10-Q and the provisions of Regulation S-X pertaining to interim financial statements. Accordingly, certain information and footnote disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. The interim consolidated financial statements and notes included in this report should be read in conjunction with the financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. In the opinion of management, these interim consolidated financial statements include all adjustments and accruals of a normal and recurring nature necessary for a fair presentation of the results of the interim periods presented. The results for interim periods are not necessarily indicative of results to be expected for the full year or for any future periods. | |
The interim consolidated financial statements include the accounts of the Company and its 50% owned joint venture, Excel Laser Technology Private Limited (“Excel SouthAsia JV”) which is reported as discontinued operations in the Company’s consolidated statements of operations . Intercompany transactions and balances have been eliminated. During the second quarter of 2013, the Company’s ownership percentage in a privately held company located in the United Kingdom, Laser Quantum Ltd. (“Laser Quantum”) increased from approximately 25% to 41% as a result of a share buy-back program by Laser Quantum. The Company continues to record the results of this entity under the equity method as it does not have a controlling interest in the entity. | |
The Company’s unaudited interim financial statements are prepared on a quarterly basis ending on the Friday closest to the end of the calendar quarter, with the exception of the fourth quarter which always ends on December 31. | |
Use of Estimates | |
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of sales and expenses during the reporting periods. The Company evaluates its estimates based on historical experience, current conditions and various other assumptions that it believes are reasonable under the circumstances. Estimates and assumptions are reviewed on an on-going basis and the effects of revisions are reflected in the period in which they are deemed to be necessary. Actual results could differ significantly from those estimates. | |
Reclassifications | |
As discussed in Note 2, the Company classified the Scientific Lasers business as held for sale beginning in the first quarter of 2014. As a result, certain prior period information included in the consolidated financial statements has been reclassified to conform to the current period presentation. | |
Recent Accounting Pronouncements | |
Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity | |
In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” ASU 2014-08 provides guidance on determining when disposals can be presented as discontinued operations. ASU 2014-08 requires that only disposals representing a strategic shift in operations should be presented as discontinued operations. A strategic shift may include a disposal of a major line of business, major equity method investment or a major part of an entity. Additionally, ASU 2014-08 requires expanded disclosures regarding discontinued operations. This standard is effective prospectively for reporting periods beginning after December 15, 2014. The adoption of this amendment is not expected to have a material impact on the Company’s consolidated financial statements. | |
Accounting for the Cumulative Translation Adjustment | |
In March 2013, the FASB issued ASU 2013-05, “Foreign Currency Matters (Topic 830): Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity.” ASU 2013-05 provides clarification regarding whether ASC 810-10, “Consolidation – Overall” or ASC 830-30, “Foreign Currency Matters—Translation of Financial Statements,” applies to the release of cumulative translation adjustments into net income when a reporting entity either sells a part or all of its investment in a foreign entity or ceases to have a controlling financial interest in a subsidiary or group of assets that constitute a business within a foreign entity. The revised standard is effective for reporting periods beginning after December 15, 2013. The adoption of this amendment did not have a material impact on the Company’s consolidated financial statements. | |
Presentation of Unrecognized Tax Benefits | |
In July 2013, the FASB issued ASU 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.” ASU 2013-11 requires, unless certain conditions exists, an unrecognized tax benefit or a portion of an unrecognized tax benefit be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, similar to a tax loss or a tax credit carryforward. ASU 2013-11 is effective prospectively for reporting periods beginning after December 15, 2013. The adoption of this amendment did not have a material impact on the Company’s consolidated financial statements. |
Discontinued_Operations
Discontinued Operations | 3 Months Ended | ||||||||
Mar. 28, 2014 | |||||||||
Discontinued Operations | ' | ||||||||
2. Discontinued Operations | |||||||||
On January 31, 2014, the Company signed a letter of intent to sell certain assets and liabilities of its Scientific Lasers business, sold under the Continuum brand name, for $7.5 million in cash, subject to successful completion of confirmatory due diligence by the potential acquirer, entry into a definitive agreement and customary closing conditions. In addition, the agreement includes contingent consideration of up to $3.0 million based on the achievement of certain 2014 revenue targets. In the first quarter of 2014, the Company’s Board of Directors committed to a plan to sell the Scientific Lasers business. The Company determined that the asset held-for-sale criteria were satisfied and began to account for the Scientific Lasers business as discontinued operations in the first quarter of 2014, which was previously included in our Laser Products segment. | |||||||||
In May 2013, the Company consummated the sale of certain assets and liabilities of the Semiconductor Systems business to Electro Scientific Industries, Inc. (“ESI”) for $8.6 million in cash, net of selling costs. | |||||||||
The major components of the assets and liabilities of discontinued operations as of March 28, 2014 and December 31, 2013, respectively, are as follows (in thousands): | |||||||||
March 28, | December 31, | ||||||||
2014 | 2013 | ||||||||
Accounts receivable, net | $ | 4,927 | $ | 5,361 | |||||
Inventories | 7,441 | 8,454 | |||||||
Prepaid and other current assets | 2,012 | 247 | |||||||
Other assets | 1,755 | 2,026 | |||||||
Assets of discontinued operations | $ | 16,135 | $ | 16,088 | |||||
Accounts payable | $ | 2,303 | $ | 2,393 | |||||
Accrued expenses and other current liabilities | 2,991 | 2,295 | |||||||
Other liabilities | 2,042 | 1,710 | |||||||
Liabilities of discontinued operations | $ | 7,336 | $ | 6,398 | |||||
The following table presents the operating results which are reported as discontinued operations in the Company’s consolidated statements of operations (in thousands): | |||||||||
Three Months Ended | |||||||||
March 28, 2014 | March 29, 2013 | ||||||||
Sales from discontinued operations | $ | 4,016 | $ | 15,130 | |||||
Income (loss) from discontinued operations before income taxes | $ | (2,851 | ) | $ | 204 | ||||
Income (loss) from discontinued operations, net of tax | $ | (1,866 | ) | $ | 369 | ||||
The income (loss) from discontinued operations includes a $1.6 million fair value write-down of the Scientific Lasers business to its estimated fair value less costs to sell. |
Business_Combinations
Business Combinations | 3 Months Ended | ||||||||
Mar. 28, 2014 | |||||||||
Business Combinations | ' | ||||||||
3. Business Combinations | |||||||||
On March 14, 2014, the Company acquired 100% of the outstanding stock of JADAK LLC, JADAK Technologies Inc. and Advance Data Capture Corporation (together, “JADAK”), a North Syracuse, New York-based provider of optical data collection and machine vision technologies to OEM medical device manufacturers, for $93.5 million in cash, subject to customary working capital adjustments. The Company expects the addition of JADAK will enable the Company to offer a broader range of highly engineered enabling technologies to leading medical equipment manufacturers. Acquisition-related costs are included in restructuring and acquisition related costs in the consolidated statements of operations. Acquisition related costs are as follows (in thousands): | |||||||||
Three Months | Cumulative | ||||||||
Ended | Costs | ||||||||
March 28, 2014 | March 28, 2014 | ||||||||
Acquisition-related costs | $ | 650 | $ | 957 | |||||
The acquisition of JADAK has been accounted for as a business combination. The allocation of the purchase price is preliminary and is based upon a valuation of assets and liabilities acquired. Assets acquired and liabilities assumed have been recorded at their estimated fair values as of the acquisition date. The fair values of intangible assets were based on valuations using an income approach, with estimates and assumptions provided by management of JADAK and the Company. The excess of the purchase price over the tangible assets, identifiable intangible assets and assumed liabilities was recorded as goodwill. The Company’s estimates and assumptions in determining the estimated fair values of certain assets and liabilities are subject to change within the measurement period (up to one year from the acquisition date). The purchase price allocation is preliminary and the primary areas of the purchase price allocation that are not yet finalized relate to the final settlement of working capital, inventory valuation, intangible assets, income taxes, and the amount of residual goodwill. | |||||||||
Based upon a preliminary valuation, the total purchase price was allocated as follows (in thousands): | |||||||||
Purchase Price | |||||||||
Allocation | |||||||||
Cash | $ | 1,140 | |||||||
Accounts receivable | 7,929 | ||||||||
Inventory | 7,856 | ||||||||
Property and equipment | 904 | ||||||||
Intangible assets | 40,512 | ||||||||
Other assets | 1,980 | ||||||||
Goodwill | 44,026 | ||||||||
Total assets acquired | 104,347 | ||||||||
Accounts payable | 3,067 | ||||||||
Other liabilities | 2,031 | ||||||||
Deferred tax liabilities | 4,389 | ||||||||
Total liabilities assumed | 9,487 | ||||||||
Total purchase price | 94,860 | ||||||||
Less cash acquired | (1,140 | ) | |||||||
Total purchase price, net of cash acquired | $ | 93,720 | |||||||
As of March 28, 2014, the working capital adjustments had not been finalized and were estimated to be an additional cash payment of $1.4 million. The preliminary fair value of intangible assets is comprised of the following dollar amounts (in thousands): | |||||||||
Estimated Fair | Weighted Average | ||||||||
Value | Amortization | ||||||||
Period | |||||||||
Customer relationships | $ | 24,136 | 20 years | ||||||
Developed technology | 11,129 | 10 years | |||||||
Trademarks and trade names | 2,129 | 10 years | |||||||
Backlog | 1,631 | 1 year | |||||||
Non-compete covenant | 1,487 | 5 years | |||||||
Total | $ | 40,512 | |||||||
The preliminary purchase price allocation resulted in $44.0 million of goodwill and $40.5 million of identifiable intangible assets, $60.3 million of which are expected to be deductible for tax purposes. Intangible assets are being amortized over their weighted average useful lives primarily based upon the pattern in which anticipated economic benefits from such assets are expected to be realized. The goodwill recorded represents the anticipated incremental value of future cash flow potential attributable to: (i) JADAK’s ability to develop and market new products and technologies, (ii) JADAK’s ability to develop relationships with new customers, and (iii) expected sales synergies from cross-selling current and future product offerings of both JADAK and the Company to OEM customers. | |||||||||
The operating results of JADAK have been included in our consolidated statement of operations since the acquisition date. JADAK has contributed $2.2 million to sales and a $0.1 million loss to income from continuing operations since the acquisition date. The pro forma information for all periods presented below includes the effects of business combination accounting resulting from the acquisition of JADAK, including amortization charges from acquired intangible assets, interest expense on borrowings in connection with the acquisition, earn-out expenses, and the related tax effects as though the acquisition had been consummated as of the beginning of 2013. These pro forma results exclude the impact of transaction costs and the related tax effects included in the historical results. The pro forma financial information is presented for comparative purposes only and is not necessarily indicative of the results of operations that actually would have been achieved if the acquisition had taken place at the beginning of 2013. | |||||||||
Three Months Ended | |||||||||
March 28, | March 29, | ||||||||
2014 | 2013 | ||||||||
Sales | $ | 90,164 | $ | 86,846 | |||||
Income from continuing operations | $ | 3,237 | $ | 978 | |||||
Earnings per share - Basic | $ | 0.09 | $ | 0.03 | |||||
Earnings per share - Diluted | $ | 0.09 | $ | 0.03 |
Accumulated_Other_Comprehensiv
Accumulated Other Comprehensive Income (Loss) | 3 Months Ended | ||||||||||||
Mar. 28, 2014 | |||||||||||||
Accumulated Other Comprehensive Income (Loss) | ' | ||||||||||||
4. Accumulated Other Comprehensive Income (Loss) | |||||||||||||
Changes in accumulated other comprehensive income (loss) is as follows (in thousands): | |||||||||||||
Total accumulated | Foreign currency | Pension | |||||||||||
other | translation | liability | |||||||||||
comprehensive | adjustments | ||||||||||||
income (loss) | |||||||||||||
Balance at December 31, 2013 | (6,342 | ) | 1,353 | (7,695 | ) | ||||||||
Other comprehensive loss | (108 | ) | (63 | ) | (45 | ) | |||||||
Amounts reclassified from other comprehensive loss (1) | 109 | — | 109 | ||||||||||
Balance at March 28, 2014 | $ | (6,341 | ) | $ | 1,290 | $ | (7,631 | ) | |||||
-1 | The amounts reclassified from other comprehensive loss were included in selling, general and administrative expenses in the consolidated statement of operations. |
Earnings_per_Share
Earnings per Share | 3 Months Ended | ||||||||
Mar. 28, 2014 | |||||||||
Earnings per Share | ' | ||||||||
5. Earnings per Share | |||||||||
Basic earnings per common share is computed by dividing net income by the weighted average number of common shares outstanding during the period. For diluted earnings per common share, the denominator also includes the dilutive effect of outstanding restricted stock units determined using the treasury stock method. For periods in which net losses are generated, the dilutive potential common shares are excluded from the calculation of diluted earnings per share as the effect would be anti-dilutive. Dilutive effects of contingently issuable shares are included in the weighted average dilutive share calculation when the contingencies have been resolved. | |||||||||
The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share amounts): | |||||||||
Three Months Ended | |||||||||
March 28, | March 29, | ||||||||
2014 | 2013 | ||||||||
Numerators: | |||||||||
Consolidated net income | $ | 2,856 | $ | 1,749 | |||||
Less: income attributable to noncontrolling interest | (7 | ) | (36 | ) | |||||
Income from continuing operations | 2,849 | 1,713 | |||||||
Income (loss) from discontinued operations | (1,866 | ) | 369 | ||||||
Net income attributable to GSI Group Inc. | $ | 983 | $ | 2,082 | |||||
Denominators: | |||||||||
Weighted average common shares outstanding—basic | 34,227 | 33,983 | |||||||
Dilutive potential common shares | 442 | 288 | |||||||
Weighted average common shares outstanding—diluted | 34,669 | 34,271 | |||||||
Antidilutive common shares excluded from above | 87 | 373 | |||||||
Basic Earnings (Loss) per Common Share: | |||||||||
From continuing operations | $ | 0.08 | $ | 0.05 | |||||
From discontinued operations | $ | (0.05 | ) | $ | 0.01 | ||||
Basic earnings (loss) per share attributable to GSI Group Inc. | $ | 0.03 | $ | 0.06 | |||||
Diluted Earnings (Loss) per Common Share: | |||||||||
From continuing operations | $ | 0.08 | $ | 0.05 | |||||
From discontinued operations | $ | (0.05 | ) | $ | 0.01 | ||||
Diluted earnings (loss) per share attributable to GSI Group Inc. | $ | 0.03 | $ | 0.06 | |||||
Common Stock Repurchases | |||||||||
In October 2013, the Company’s Board of Directors authorized a share repurchase plan under which the Company may repurchase outstanding shares of the Company’s common stock up to an aggregate amount of $10.0 million. The shares may be repurchased from time to time, at the Company’s discretion, based on ongoing assessment of the capital needs of the business, the market price of the Company’s common stock, and general market conditions. Shares may also be repurchased through an accelerated stock purchase agreement, on the open market or in privately negotiated transactions in accordance with applicable federal securities laws. Repurchases may be made under certain SEC regulations, which would permit common stock to be purchased when the Company would otherwise be prohibited from doing so under insider trading laws. The share repurchase plan does not obligate the Company to acquire any particular amount of common stock. No time limit was set for the completion of the share repurchase program, and the program may be suspended or discontinued at any time. As of December 31, 2013, the Company has cumulatively repurchased 50 thousand shares of its common stock in the open market for a weighted average share price of $10.49 per share. There were no share repurchases during the three months ended March 28, 2014. |
Fair_Value_Measurements
Fair Value Measurements | 3 Months Ended | ||||||||||||||||
Mar. 28, 2014 | |||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||
6. Fair Value Measurements | |||||||||||||||||
ASC 820, “Fair Value Measurements,” establishes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the third is considered unobservable: | |||||||||||||||||
• | Level 1: Quoted prices for identical assets or liabilities in active markets which the Company can access. | ||||||||||||||||
• | Level 2: Observable inputs other than those described in Level 1. | ||||||||||||||||
• | Level 3: Unobservable inputs. | ||||||||||||||||
The Company’s cash equivalents are investments in money market accounts, which represent the only asset the Company measures at fair value on a recurring basis. The Company determines the fair value of our cash equivalents using a market approach based on quoted prices in active markets. The fair values of cash, accounts receivable, income taxes receivable, accounts payable, income taxes payable, accrued expenses and other current liabilities approximate their carrying values because of their short-term nature. | |||||||||||||||||
The following table summarizes the fair values of our financial assets as of March 28, 2014 (in thousands): | |||||||||||||||||
Fair Value | Quoted Prices in | Significant Other | Significant Other | ||||||||||||||
Active Markets for | Observable Inputs | Unobservable | |||||||||||||||
Identical Assets | (Level 2) | Inputs | |||||||||||||||
(Level 1) | (Level 3) | ||||||||||||||||
Assets | |||||||||||||||||
Cash equivalents | $ | 1,380 | $ | 1,380 | $ | — | $ | — | |||||||||
The following table summarizes the fair values of our financial assets as of December 31, 2013 (in thousands): | |||||||||||||||||
Fair Value | Quoted Prices in | Significant Other | Significant Other | ||||||||||||||
Active Markets for | Observable Inputs | Unobservable | |||||||||||||||
Identical Assets | (Level 2) | Inputs | |||||||||||||||
(Level 1) | (Level 3) | ||||||||||||||||
Assets | |||||||||||||||||
Cash equivalents | $ | 3,078 | $ | 3,078 | $ | — | $ | — | |||||||||
See Note 9 to Consolidated Financial Statements for discussion of the estimated fair value of the Company’s outstanding debt. |
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 3 Months Ended | ||||||||||||||||||||||||
Mar. 28, 2014 | |||||||||||||||||||||||||
Goodwill and Intangible Assets | ' | ||||||||||||||||||||||||
7. Goodwill and Intangible Assets | |||||||||||||||||||||||||
Goodwill | |||||||||||||||||||||||||
Goodwill is recorded when the consideration for a business combination exceeds the fair value of net tangible and identifiable intangible assets acquired. The Company tests its goodwill balances annually as of the beginning of the second quarter or more frequently if indicators are present or changes in circumstances suggest that impairment may exist. The Company performed its annual goodwill impairment test at the beginning of the second quarter of 2013 and noted no impairment of goodwill. | |||||||||||||||||||||||||
The following table summarizes changes in goodwill for the three months ended March 28, 2014 (in thousands): | |||||||||||||||||||||||||
Balance at beginning of the period | $ | 71,156 | |||||||||||||||||||||||
Goodwill acquired from JADAK acquisition | 44,026 | ||||||||||||||||||||||||
Balance at end of period | $ | 115,182 | |||||||||||||||||||||||
Goodwill acquired from the JADAK acquisition is reflected in the Medical Technologies segment. Goodwill by reportable segment as of March 28, 2014 is as follows (in thousands): | |||||||||||||||||||||||||
Reportable Segment | Total | ||||||||||||||||||||||||
Laser | Medical | Precision | |||||||||||||||||||||||
Products | Technologies | Motion | |||||||||||||||||||||||
Goodwill | $ | 132,954 | $ | 87,591 | $ | 26,291 | $ | 246,836 | |||||||||||||||||
Accumulated impairment of goodwill | (102,461 | ) | (12,147 | ) | (17,046 | ) | (131,654 | ) | |||||||||||||||||
Total | $ | 30,493 | $ | 75,444 | $ | 9,245 | $ | 115,182 | |||||||||||||||||
Goodwill by reportable segment as of December 31, 2013 is as follows (in thousands): | |||||||||||||||||||||||||
Reportable Segment | Total | ||||||||||||||||||||||||
Laser | Medical | Precision | |||||||||||||||||||||||
Products | Technologies | Motion | |||||||||||||||||||||||
Goodwill | $ | 132,954 | $ | 43,565 | $ | 26,291 | $ | 202,810 | |||||||||||||||||
Accumulated impairment of goodwill | (102,461 | ) | (12,147 | ) | (17,046 | ) | (131,654 | ) | |||||||||||||||||
Total | $ | 30,493 | $ | 31,418 | $ | 9,245 | $ | 71,156 | |||||||||||||||||
Intangible Assets | |||||||||||||||||||||||||
Intangible assets as of March 28, 2014 and December 31, 2013, respectively, are summarized as follows (in thousands): | |||||||||||||||||||||||||
March 28, 2014 | December 31, 2013 | ||||||||||||||||||||||||
Gross Carrying | Accumulated | Net Carrying | Gross Carrying | Accumulated | Net Carrying | ||||||||||||||||||||
Amount | Amortization | Amount | Amount | Amortization | Amount | ||||||||||||||||||||
Amortizable intangible assets: | |||||||||||||||||||||||||
Patents and acquired technologies | $ | 79,675 | $ | (57,674 | ) | $ | 22,001 | $ | 68,500 | $ | (56,327 | ) | $ | 12,173 | |||||||||||
Customer relationships | 79,737 | (25,821 | ) | 53,916 | 55,585 | (24,340 | ) | 31,245 | |||||||||||||||||
Customer backlog | 2,900 | (1,346 | ) | 1,554 | 1,269 | (1,269 | ) | — | |||||||||||||||||
Non-compete covenant | 1,487 | (16 | ) | 1,471 | — | — | — | ||||||||||||||||||
Trademarks and trade names | 15,517 | (4,723 | ) | 10,794 | 13,378 | (4,530 | ) | 8,848 | |||||||||||||||||
Amortizable intangible assets | 179,316 | (89,580 | ) | 89,736 | 138,732 | (86,466 | ) | 52,266 | |||||||||||||||||
Non-amortizable intangible assets: | |||||||||||||||||||||||||
Trade names | 13,027 | — | 13,027 | 13,027 | — | 13,027 | |||||||||||||||||||
Totals | $ | 192,343 | $ | (89,580 | ) | $ | 102,763 | $ | 151,759 | $ | (86,466 | ) | $ | 65,293 | |||||||||||
All definite-lived intangible assets are amortized either on a straight-line basis or an economic benefit basis over their remaining useful life. Amortization expense for customer relationships, customer backlog, non-compete covenant, definite-lived trademarks, trade names and other intangibles is included in operating expenses in the accompanying consolidated statements of operations. Amortization expense for patents and acquired technologies is included in cost of goods sold in the accompanying consolidated statements of operations. Amortization expense is as follows (in thousands): | |||||||||||||||||||||||||
Three Months Ended | |||||||||||||||||||||||||
March 28, | March 29, | ||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||
Amortization expense – cost of sales | $ | 1,301 | $ | 1,251 | |||||||||||||||||||||
Amortization expense – operating expenses | 1,744 | 2,236 | |||||||||||||||||||||||
Total amortization expense | $ | 3,045 | $ | 3,487 | |||||||||||||||||||||
Estimated amortization expense for each of the five succeeding years and thereafter as of March 28, 2014 is as follows (in thousands): | |||||||||||||||||||||||||
Year Ending December 31, | Cost of Sales | Operating | Total | ||||||||||||||||||||||
Expenses | |||||||||||||||||||||||||
2014 (remainder of year) | $ | 4,849 | $ | 8,481 | $ | 13,330 | |||||||||||||||||||
2015 | 4,804 | 9,292 | 14,096 | ||||||||||||||||||||||
2016 | 3,379 | 9,231 | 12,610 | ||||||||||||||||||||||
2017 | 2,890 | 8,255 | 11,145 | ||||||||||||||||||||||
2018 | 1,362 | 7,362 | 8,724 | ||||||||||||||||||||||
Thereafter | 4,717 | 25,114 | 29,831 | ||||||||||||||||||||||
Total | $ | 22,001 | $ | 67,735 | $ | 89,736 | |||||||||||||||||||
Supplementary_Balance_Sheet_In
Supplementary Balance Sheet Information | 3 Months Ended | ||||||||
Mar. 28, 2014 | |||||||||
Supplementary Balance Sheet Information | ' | ||||||||
8. Supplementary Balance Sheet Information | |||||||||
The following tables provide the details of selected balance sheet items as of the periods indicated (in thousands): | |||||||||
Inventories | |||||||||
March 28, | December 31, | ||||||||
2014 | 2013 | ||||||||
Raw materials | $ | 39,152 | $ | 34,749 | |||||
Work-in-process | 9,724 | 9,744 | |||||||
Finished goods | 12,023 | 10,682 | |||||||
Demo and consigned inventory | 2,935 | 3,115 | |||||||
Total inventories | $ | 63,834 | $ | 58,290 | |||||
Accrued Expenses and Other Current Liabilities | |||||||||
March 28, | December 31, | ||||||||
2014 | 2013 | ||||||||
Accrued compensation and benefits | $ | 7,288 | $ | 8,624 | |||||
Accrued warranty | 3,310 | 3,315 | |||||||
Customer deposits | 670 | 551 | |||||||
Other | 10,607 | 9,798 | |||||||
Total | $ | 21,875 | $ | 22,288 | |||||
Accrued Warranty | |||||||||
Three Months Ended | |||||||||
March 28, | March 29, | ||||||||
2014 | 2013 | ||||||||
Balance at beginning of the period | $ | 3,315 | $ | 2,204 | |||||
Provision charged to cost of sales | 481 | 257 | |||||||
Acquisition related warranty accrual | 90 | 998 | |||||||
Use of provision | (571 | ) | (366 | ) | |||||
Foreign currency exchange rate changes | (5 | ) | (53 | ) | |||||
Balance at end of period | $ | 3,310 | $ | 3,040 | |||||
Debt
Debt | 3 Months Ended | ||||||||
Mar. 28, 2014 | |||||||||
Debt | ' | ||||||||
9. Debt | |||||||||
Debt consisted of the following (in thousands): | |||||||||
March 28, | December 31, | ||||||||
2014 | 2013 | ||||||||
Senior Credit Facilities – term loan | $ | 40,625 | $ | 42,500 | |||||
Senior Credit Facilities – revolving credit facility | 96,000 | 29,000 | |||||||
Total Senior Credit Facilities | $ | 136,625 | $ | 71,500 | |||||
Senior Credit Facilities | |||||||||
The Company’s amended and restated senior secured credit agreement (the “Amended and Restated Credit Agreement”) provides for a $50.0 million, 5-year, term loan facility due in quarterly installments of $1.9 million beginning in January 2013 and a $75.0 million, 5-year, revolving credit facility (collectively, the “Senior Credit Facilities”) that matures in December 2017. Quarterly installments due in the next twelve months amount to $7.5 million and are classified as a current liability in the consolidated balance sheet. On February 10, 2014, the Company entered into a fourth amendment (the “Fourth Amendment”). The Fourth Amendment increases the revolving credit facility commitment under the Amended and Restated Credit Agreement by $100 million from $75 million to $175 million and resets the accordion feature to $100 million for future expansion. In March, 2014, the Company made a $70.0 million drawdown on the credit facility to fund the JADAK acquisition. During the three months ended March 28, 2014, the Company incurred $0.7 million in deferred financing costs related to the Fourth Amendment. | |||||||||
The Company is required to satisfy certain financial and non-financial covenants under the Amended and Restated Credit Agreement. The Company is in compliance with these covenants as of March 28, 2014. | |||||||||
Fair Value of Debt | |||||||||
As of March 28, 2014 and December 31, 2013, the outstanding balance of the Company’s debt approximated its fair value based on current rates available to the Company for debt of the same maturity. |
ShareBased_Compensation
Share-Based Compensation | 3 Months Ended | ||||||||
Mar. 28, 2014 | |||||||||
Share-Based Compensation | ' | ||||||||
10. Share-Based Compensation | |||||||||
The table below summarizes activities relating to restricted stock units issued and outstanding under the 2010 Incentive Award Plan during the three months ended March 28, 2014: | |||||||||
Restricted | Weighted | ||||||||
Stock Units | Average Grant | ||||||||
(In thousands) | Date Fair Value | ||||||||
Unvested at December 31, 2013 | 809 | $ | 10.2 | ||||||
Granted | 295 | $ | 12.32 | ||||||
Vested | (292 | ) | $ | 11.02 | |||||
Forfeited | — | $ | — | ||||||
Unvested at March 28, 2014 | 812 | $ | 10.68 | ||||||
Expected to vest as of March 28, 2014 | 786 | ||||||||
The total fair value of restricted stock units that vested during the three months ended March 28, 2014 was $3.6 million based on the market price of the underlying stock on the day of vesting. | |||||||||
The table below summarizes share-based compensation expense recorded in income from continuing operations in the consolidated statements of operations (in thousands): | |||||||||
Three Months Ended | |||||||||
March 28, | March 29, | ||||||||
2014 | 2013 | ||||||||
Selling, general and administrative | $ | 1,356 | $ | 1,470 | |||||
Research and development and engineering | 50 | 34 | |||||||
Cost of sales | 33 | 27 | |||||||
Restructuring and acquisition related costs | 46 | — | |||||||
Total share-based compensation expense | $ | 1,485 | $ | 1,531 | |||||
The expense recorded during each of the three months ended March 28, 2014 and March 29, 2013 includes $0.5 million related to deferred stock units granted to the members of the Company’s Board of Directors, pursuant to the Company’s 2010 Incentive Award Plan. The expense associated with the respective deferred stock units was recognized in full on the respective date of grant, as the deferred stock units were fully vested and non-forfeitable on the date of grant. | |||||||||
As noted in Note 3, on March 14, 2014, the Company acquired 100% of the outstanding stock of JADAK. In addition to the total purchase price, the Company granted restricted stock units in an aggregate of 180,000 shares to the four former owner-managers of JADAK and are intended to be employment inducement awards. These restricted stock units are performance based awards and will vest after two years if certain financial targets have been achieved. |
Income_Taxes
Income Taxes | 3 Months Ended |
Mar. 28, 2014 | |
Income Taxes | ' |
11. Income Taxes | |
The Company determines its estimated annual effective tax rate at the end of each successive interim period based on facts known at that time. The estimated annual effective tax rate is applied to the year-to-date pre-tax income at the end of each interim period. The tax effect of significant unusual items is reflected in the period in which they occur. Since the Company is incorporated in Canada, it is required to use Canada’s statutory tax rate of 27% in the determination of the estimated annual effective tax rate. | |
The Company’s reported effective tax rate on income from continuing operations of 24.7% for the three months ended March 28, 2014 differs from the expected Canadian statutory rate of 27% primarily due to income earned in jurisdictions with varying tax rates and losses in jurisdictions with a valuation allowance which are not benefitted in the income tax provision in the current period. The Company’s reported effective tax rate on income from continuing operations for the three months ended March 29, 2013 of 18.7%, differs from the current period effective tax rate due to the impact of beneficial discrete items in the prior year comparable period. | |
The Company maintains a valuation allowance on some of its deferred tax assets in certain jurisdictions. A valuation allowance is required when, based upon an assessment of various factors, including recent operating loss history, anticipated future earnings, and prudent and reasonable tax planning strategies, it is more likely than not that some portion of the deferred tax assets will not be realized. | |
In conjunction with the Company’s ongoing review of its actual results and anticipated future earnings, the Company continuously reassesses the possibility of releasing the remaining valuation allowance currently in place on its deferred tax assets. A release would be reported as a reduction to income tax expense without any impact on cash flows in the quarter in which it is released. | |
On September 13, 2013, the IRS released final tangible property regulations under Sections 162(a) and 263(a) of the Internal Revenue Code of 1986 (the “Code”), regarding the deduction and capitalization of expenditures related to tangible property. In addition, the IRS proposed regulations under Section 168 of the Code regarding dispositions of tangible property. These final and proposed regulations will be effective for the Company’s fiscal year ending December 31, 2014. The Company is in the process of reviewing the regulations and the related impact on its consolidated financial statements. |
Restructuring_and_Acquisition_
Restructuring and Acquisition Related Costs | 3 Months Ended | ||||||||||||||||||||
Mar. 28, 2014 | |||||||||||||||||||||
Restructuring and Acquisition Related Costs | ' | ||||||||||||||||||||
12. Restructuring and Acquisition Related Costs | |||||||||||||||||||||
The following table summarizes restructuring and acquisition related expenses in the accompanying consolidated statements of operations (in thousands): | |||||||||||||||||||||
Three Months Ended | |||||||||||||||||||||
March 28, | March 29, | ||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||
2011 restructuring | $ | 28 | $ | 937 | |||||||||||||||||
2013 restructuring | — | 418 | |||||||||||||||||||
Germany restructuring | — | 7 | |||||||||||||||||||
Total restructuring charges | $ | 28 | $ | 1,362 | |||||||||||||||||
Acquisition charges | $ | 703 | $ | 1,066 | |||||||||||||||||
JADAK earn-out costs | 87 | — | |||||||||||||||||||
Total acquisition related charges | $ | 790 | $ | 1,066 | |||||||||||||||||
Total restructuring and acquisition related costs | $ | 818 | $ | 2,428 | |||||||||||||||||
Total acquisition related charges include professional fees and expenses recognized under earn-out agreements in connection with the acquisition of JADAK. | |||||||||||||||||||||
2011 Restructuring | |||||||||||||||||||||
In November 2011, the Company announced a strategic initiative (“2011 restructuring”), which aimed to consolidate operations to reduce our cost structure and improve operational efficiency. As part of this initiative, the Company eliminated facilities through consolidation of certain manufacturing, sales and distribution facilities and exit of Semiconductor and Laser Systems businesses. The Company substantially completed the 2011 restructuring program by the end of 2013. | |||||||||||||||||||||
Rollforward of Accrued Expenses Related to Restructuring | |||||||||||||||||||||
The following table summarizes the accrual activities, by component, related to the Company’s restructuring plans recorded in the accompanying consolidated balance sheets (in thousands): | |||||||||||||||||||||
Total | Severance | Facility | Depreciation | Other | |||||||||||||||||
Balance at December 31, 2013 | $ | 1,272 | $ | 585 | $ | 648 | $ | — | $ | 39 | |||||||||||
Restructuring charges | 28 | (15 | ) | (96 | ) | 125 | 14 | ||||||||||||||
Cash payments | (491 | ) | (256 | ) | (192 | ) | — | (43 | ) | ||||||||||||
Non-cash write-offs and other adjustments | (125 | ) | — | — | (125 | ) | — | ||||||||||||||
Balance at March 28, 2014 | $ | 684 | $ | 314 | $ | 360 | $ | — | $ | 10 | |||||||||||
In accordance with the guidance in ASC 420, “Exit or Disposal Cost Obligations,” the Company records lease termination accruals based on market estimates, including the time period for which facilities will remain vacant, sublease terms, sublease rates and discount rates. The Company reviews prior estimates and current market data available to determine the appropriate value of these liabilities at period end. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended | ||||
Mar. 28, 2014 | |||||
Commitments and Contingencies | ' | ||||
13. Commitments and Contingencies | |||||
Leases | |||||
The Company leases certain equipment and facilities under operating and capital lease agreements. Excluding the leases acquired as part of the JADAK acquisition, there have been no material changes to the Company’s leases through March 28, 2014 from those discussed in Note 16 to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. Future minimum lease payments under the existing leases for JADAK are as follows (in thousands): | |||||
Year Ending December 31, | Leases | ||||
2014 (remainder of year) | $ | 550 | |||
2015 | 845 | ||||
2016 | 776 | ||||
2017 | 800 | ||||
2018 | 833 | ||||
Thereafter | 8,862 | ||||
Total | $ | 12,666 | |||
Purchase Commitments | |||||
Excluding JADAK’s purchase commitments, there have been no material changes to the Company’s purchase commitments from those discussed in Note 16 to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. As of March 28, 2014, JADAK had unconditional commitments primarily for inventory purchases of $7.2 million. These purchase commitments are expected to be incurred as follows: $6.8 million in the remainder of 2014, and $0.4 million in 2015. | |||||
Legal Proceedings | |||||
The Company is subject to various legal proceedings and claims that arise in the ordinary course of business. The Company does not believe that the outcome of these claims will have a material adverse effect upon its financial condition or results of operations but there can be no assurance that any such claims, or any similar claims, would not have a material adverse effect upon its financial condition or results of operations. | |||||
Guarantees and Indemnifications | |||||
In the normal course of its operations, the Company executes agreements that provide for indemnification and guarantees to counterparties in transactions such as business dispositions, sale of assets, sale of products and operating leases. Additionally, the by-laws of the Company require it to indemnify certain current or former directors, officers, and employees of the Company against expenses incurred by them in connection with each proceeding in which he or she is involved as a result of serving or having served in certain capacities. Indemnification is not available with respect to a proceeding as to which it has been adjudicated that the person did not act in good faith in the reasonable belief that the action was in the best interests of the Company. Certain of our officers and directors are also party to an indemnification agreement with the Company. These indemnification agreements provide, among other things, that the director and officer shall be indemnified to the fullest extent permitted by applicable law against all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such officer or director in connection with any proceeding by reason of his or her relationship with the Company. In addition, the indemnification agreements provide for the advancement of expenses incurred by such director or officer in connection with any proceeding covered by the indemnification agreement, subject to the conditions set forth therein and to the extent such advancement is not prohibited by law. The indemnification agreements also set out the procedures for determining entitlement to indemnification, the requirements relating to notice and defense of claims for which indemnification is sought, the procedures for enforcement of indemnification rights, the limitations on and exclusions from indemnification, and the minimum levels of directors’ and officers’ liability insurance to be maintained by the Company. |
Segment_Information
Segment Information | 3 Months Ended | ||||||||
Mar. 28, 2014 | |||||||||
Segment Information | ' | ||||||||
14. Segment Information | |||||||||
The Company evaluates the performance of, and allocates resources to, its segments based on sales, gross profit and operating profit. The Company’s reportable segments have been identified based on commonality of end markets, customers, applications and technologies amongst the Company’s individual product lines, which is consistent with the Company’s operating structure. | |||||||||
We operate in three reportable segments: Laser Products, Medical Technologies, and Precision Motion. The reportable segments and their principal activities consist of the following: | |||||||||
Laser Products | |||||||||
Our Laser Products segment designs, manufactures and markets photonics-based solutions to customers worldwide. The segment serves highly demanding photonics-based applications such as industrial material processing, and medical and life science imaging and laser procedures. The vast majority of the segment’s product offerings are sold to OEM customers. The business sells these products both directly, utilizing a highly technical sales force, and indirectly, through resellers and distributors. | |||||||||
Medical Technologies | |||||||||
Our Medical Technologies segment designs, manufactures and markets a range of medical grade technologies, including visualization solutions, imaging informatics products, optical data collection and machine vision technologies, thermal printers, and light and color measurement instrumentation to customers worldwide. The vast majority of the segment’s product offerings are sold to OEM customers. The segment sells these products both directly, utilizing a highly technical sales force, and indirectly, through resellers and distributors. | |||||||||
Precision Motion | |||||||||
Our Precision Motion segment designs, manufactures and markets optical encoders, air bearing spindles and precision machined components to customers worldwide. The vast majority of the segment’s product offerings are sold into the electronics, industrial and, to a lesser extent, the medical markets. The segment sells these products both directly, utilizing a highly technical sales force, and indirectly, through resellers and distributors. | |||||||||
Reportable Segment Financial Information | |||||||||
Sales, gross profit, gross profit margin and operating income by reportable segments are as follows (in thousands): | |||||||||
Three Months Ended | |||||||||
March 28, 2014 | March 29, 2013 | ||||||||
Sales | |||||||||
Laser Products | $ | 41,860 | $ | 38,164 | |||||
Medical Technologies | 22,367 | 23,557 | |||||||
Precision Motion | 14,906 | 13,350 | |||||||
Total | $ | 79,133 | $ | 75,071 | |||||
Three Months Ended | |||||||||
March 28, 2014 | March 29, 2013 | ||||||||
Gross Profit | |||||||||
Laser Products | $ | 17,013 | $ | 15,507 | |||||
Medical Technologies | 8,889 | 9,463 | |||||||
Precision Motion | 6,416 | 5,768 | |||||||
Corporate, Shared Services and Unallocated | (213 | ) | (107 | ) | |||||
Total | $ | 32,105 | $ | 30,631 | |||||
Three Months Ended | |||||||||
March 28, 2014 | March 29, 2013 | ||||||||
Gross Profit Margin | |||||||||
Laser Products | 40.6 | % | 40.6 | % | |||||
Medical Technologies | 39.7 | % | 40.2 | % | |||||
Precision Motion | 43 | % | 43.2 | % | |||||
Total | 40.6 | % | 40.8 | % | |||||
Three Months Ended | |||||||||
March 28, 2014 | March 29, 2013 | ||||||||
Operating Income | |||||||||
Laser Products | $ | 7,124 | $ | 4,693 | |||||
Medical Technologies | (117 | ) | 1,445 | ||||||
Precision Motion | 2,643 | 2,014 | |||||||
Corporate, Shared Services and Unallocated | (5,582 | ) | (6,690 | ) | |||||
Total | $ | 4,068 | $ | 1,462 | |||||
Nature_of_Operations_and_Summa1
Nature of Operations and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 28, 2014 | |
Use of Estimates | ' |
Use of Estimates | |
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of sales and expenses during the reporting periods. The Company evaluates its estimates based on historical experience, current conditions and various other assumptions that it believes are reasonable under the circumstances. Estimates and assumptions are reviewed on an on-going basis and the effects of revisions are reflected in the period in which they are deemed to be necessary. Actual results could differ significantly from those estimates. | |
Reclassifications | ' |
Reclassifications | |
As discussed in Note 2, the Company classified the Scientific Lasers business as held for sale beginning in the first quarter of 2014. As a result, certain prior period information included in the consolidated financial statements has been reclassified to conform to the current period presentation. | |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity | |
In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” ASU 2014-08 provides guidance on determining when disposals can be presented as discontinued operations. ASU 2014-08 requires that only disposals representing a strategic shift in operations should be presented as discontinued operations. A strategic shift may include a disposal of a major line of business, major equity method investment or a major part of an entity. Additionally, ASU 2014-08 requires expanded disclosures regarding discontinued operations. This standard is effective prospectively for reporting periods beginning after December 15, 2014. The adoption of this amendment is not expected to have a material impact on the Company’s consolidated financial statements. | |
Accounting for the Cumulative Translation Adjustment | |
In March 2013, the FASB issued ASU 2013-05, “Foreign Currency Matters (Topic 830): Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity.” ASU 2013-05 provides clarification regarding whether ASC 810-10, “Consolidation – Overall” or ASC 830-30, “Foreign Currency Matters—Translation of Financial Statements,” applies to the release of cumulative translation adjustments into net income when a reporting entity either sells a part or all of its investment in a foreign entity or ceases to have a controlling financial interest in a subsidiary or group of assets that constitute a business within a foreign entity. The revised standard is effective for reporting periods beginning after December 15, 2013. The adoption of this amendment did not have a material impact on the Company’s consolidated financial statements. | |
Presentation of Unrecognized Tax Benefits | |
In July 2013, the FASB issued ASU 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.” ASU 2013-11 requires, unless certain conditions exists, an unrecognized tax benefit or a portion of an unrecognized tax benefit be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, similar to a tax loss or a tax credit carryforward. ASU 2013-11 is effective prospectively for reporting periods beginning after December 15, 2013. The adoption of this amendment did not have a material impact on the Company’s consolidated financial statements. |
Discontinued_Operations_Tables
Discontinued Operations (Tables) | 3 Months Ended | ||||||||
Mar. 28, 2014 | |||||||||
Components of Assets and Liabilities and Operating Results of Discontinued Operations | ' | ||||||||
The major components of the assets and liabilities of discontinued operations as of March 28, 2014 and December 31, 2013, respectively, are as follows (in thousands): | |||||||||
March 28, | December 31, | ||||||||
2014 | 2013 | ||||||||
Accounts receivable, net | $ | 4,927 | $ | 5,361 | |||||
Inventories | 7,441 | 8,454 | |||||||
Prepaid and other current assets | 2,012 | 247 | |||||||
Other assets | 1,755 | 2,026 | |||||||
Assets of discontinued operations | $ | 16,135 | $ | 16,088 | |||||
Accounts payable | $ | 2,303 | $ | 2,393 | |||||
Accrued expenses and other current liabilities | 2,991 | 2,295 | |||||||
Other liabilities | 2,042 | 1,710 | |||||||
Liabilities of discontinued operations | $ | 7,336 | $ | 6,398 | |||||
The following table presents the operating results which are reported as discontinued operations in the Company’s consolidated statements of operations (in thousands): | |||||||||
Three Months Ended | |||||||||
March 28, 2014 | March 29, 2013 | ||||||||
Sales from discontinued operations | $ | 4,016 | $ | 15,130 | |||||
Income (loss) from discontinued operations before income taxes | $ | (2,851 | ) | $ | 204 | ||||
Income (loss) from discontinued operations, net of tax | $ | (1,866 | ) | $ | 369 |
Business_Combinations_Tables
Business Combinations (Tables) | 3 Months Ended | ||||||||
Mar. 28, 2014 | |||||||||
Acquisition Related Costs Recognized in Consolidated Statements of Operations | ' | ||||||||
Acquisition-related costs are included in restructuring and acquisition related costs in the consolidated statements of operations. Acquisition related costs are as follows (in thousands): | |||||||||
Three Months | Cumulative | ||||||||
Ended | Costs | ||||||||
March 28, 2014 | March 28, 2014 | ||||||||
Acquisition-related costs | $ | 650 | $ | 957 | |||||
Summary of Fair Values of Assets Acquired and Liabilities Assumed Purchase Price Allocation | ' | ||||||||
Based upon a preliminary valuation, the total purchase price was allocated as follows (in thousands): | |||||||||
Purchase Price | |||||||||
Allocation | |||||||||
Cash | $ | 1,140 | |||||||
Accounts receivable | 7,929 | ||||||||
Inventory | 7,856 | ||||||||
Property and equipment | 904 | ||||||||
Intangible assets | 40,512 | ||||||||
Other assets | 1,980 | ||||||||
Goodwill | 44,026 | ||||||||
Total assets acquired | 104,347 | ||||||||
Accounts payable | 3,067 | ||||||||
Other liabilities | 2,031 | ||||||||
Deferred tax liabilities | 4,389 | ||||||||
Total liabilities assumed | 9,487 | ||||||||
Total purchase price | 94,860 | ||||||||
Less cash acquired | (1,140 | ) | |||||||
Total purchase price, net of cash acquired | $ | 93,720 | |||||||
Fair Value of Intangible Assets | ' | ||||||||
The preliminary fair value of intangible assets is comprised of the following dollar amounts (in thousands): | |||||||||
Estimated Fair | Weighted Average | ||||||||
Value | Amortization | ||||||||
Period | |||||||||
Customer relationships | $ | 24,136 | 20 years | ||||||
Developed technology | 11,129 | 10 years | |||||||
Trademarks and trade names | 2,129 | 10 years | |||||||
Backlog | 1,631 | 1 year | |||||||
Non-compete covenant | 1,487 | 5 years | |||||||
Total | $ | 40,512 | |||||||
Pro forma Financial Information | ' | ||||||||
The pro forma financial information is presented for comparative purposes only and is not necessarily indicative of the results of operations that actually would have been achieved if the acquisition had taken place at the beginning of 2013. | |||||||||
Three Months Ended | |||||||||
March 28, | March 29, | ||||||||
2014 | 2013 | ||||||||
Sales | $ | 90,164 | $ | 86,846 | |||||
Income from continuing operations | $ | 3,237 | $ | 978 | |||||
Earnings per share - Basic | $ | 0.09 | $ | 0.03 | |||||
Earnings per share - Diluted | $ | 0.09 | $ | 0.03 |
Accumulated_Other_Comprehensiv1
Accumulated Other Comprehensive Income (Loss) (Tables) | 3 Months Ended | ||||||||||||
Mar. 28, 2014 | |||||||||||||
Components of Accumulated Other Comprehensive Loss | ' | ||||||||||||
Changes in accumulated other comprehensive income (loss) is as follows (in thousands): | |||||||||||||
Total accumulated | Foreign currency | Pension | |||||||||||
other | translation | liability | |||||||||||
comprehensive | adjustments | ||||||||||||
income (loss) | |||||||||||||
Balance at December 31, 2013 | (6,342 | ) | 1,353 | (7,695 | ) | ||||||||
Other comprehensive loss | (108 | ) | (63 | ) | (45 | ) | |||||||
Amounts reclassified from other comprehensive loss (1) | 109 | — | 109 | ||||||||||
Balance at March 28, 2014 | $ | (6,341 | ) | $ | 1,290 | $ | (7,631 | ) | |||||
-1 | The amounts reclassified from other comprehensive loss were included in selling, general and administrative expenses in the consolidated statement of operations. |
Earnings_per_Share_Tables
Earnings per Share (Tables) | 3 Months Ended | ||||||||
Mar. 28, 2014 | |||||||||
Computation of Basic and Diluted Earnings (Loss) Per Share | ' | ||||||||
The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share amounts): | |||||||||
Three Months Ended | |||||||||
March 28, | March 29, | ||||||||
2014 | 2013 | ||||||||
Numerators: | |||||||||
Consolidated net income | $ | 2,856 | $ | 1,749 | |||||
Less: income attributable to noncontrolling interest | (7 | ) | (36 | ) | |||||
Income from continuing operations | 2,849 | 1,713 | |||||||
Income (loss) from discontinued operations | (1,866 | ) | 369 | ||||||
Net income attributable to GSI Group Inc. | $ | 983 | $ | 2,082 | |||||
Denominators: | |||||||||
Weighted average common shares outstanding—basic | 34,227 | 33,983 | |||||||
Dilutive potential common shares | 442 | 288 | |||||||
Weighted average common shares outstanding—diluted | 34,669 | 34,271 | |||||||
Antidilutive common shares excluded from above | 87 | 373 | |||||||
Basic Earnings (Loss) per Common Share: | |||||||||
From continuing operations | $ | 0.08 | $ | 0.05 | |||||
From discontinued operations | $ | (0.05 | ) | $ | 0.01 | ||||
Basic earnings (loss) per share attributable to GSI Group Inc. | $ | 0.03 | $ | 0.06 | |||||
Diluted Earnings (Loss) per Common Share: | |||||||||
From continuing operations | $ | 0.08 | $ | 0.05 | |||||
From discontinued operations | $ | (0.05 | ) | $ | 0.01 | ||||
Diluted earnings (loss) per share attributable to GSI Group Inc. | $ | 0.03 | $ | 0.06 |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 28, 2014 | |||||||||||||||||
Fair Value of Asset and Liabilities Measured on Recurring and Nonrecurring Basis | ' | ||||||||||||||||
The following table summarizes the fair values of our financial assets as of March 28, 2014 (in thousands): | |||||||||||||||||
Fair Value | Quoted Prices in | Significant Other | Significant Other | ||||||||||||||
Active Markets for | Observable Inputs | Unobservable | |||||||||||||||
Identical Assets | (Level 2) | Inputs | |||||||||||||||
(Level 1) | (Level 3) | ||||||||||||||||
Assets | |||||||||||||||||
Cash equivalents | $ | 1,380 | $ | 1,380 | $ | — | $ | — | |||||||||
The following table summarizes the fair values of our financial assets as of December 31, 2013 (in thousands): | |||||||||||||||||
Fair Value | Quoted Prices in | Significant Other | Significant Other | ||||||||||||||
Active Markets for | Observable Inputs | Unobservable | |||||||||||||||
Identical Assets | (Level 2) | Inputs | |||||||||||||||
(Level 1) | (Level 3) | ||||||||||||||||
Assets | |||||||||||||||||
Cash equivalents | $ | 3,078 | $ | 3,078 | $ | — | $ | — |
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 3 Months Ended | ||||||||||||||||||||||||
Mar. 28, 2014 | |||||||||||||||||||||||||
Summary of Changes in Goodwill | ' | ||||||||||||||||||||||||
The following table summarizes changes in goodwill for the three months ended March 28, 2014 (in thousands): | |||||||||||||||||||||||||
Balance at beginning of the period | $ | 71,156 | |||||||||||||||||||||||
Goodwill acquired from JADAK acquisition | 44,026 | ||||||||||||||||||||||||
Balance at end of period | $ | 115,182 | |||||||||||||||||||||||
Goodwill by Reportable Segment | ' | ||||||||||||||||||||||||
Goodwill by reportable segment as of March 28, 2014 is as follows (in thousands): | |||||||||||||||||||||||||
Reportable Segment | Total | ||||||||||||||||||||||||
Laser | Medical | Precision | |||||||||||||||||||||||
Products | Technologies | Motion | |||||||||||||||||||||||
Goodwill | $ | 132,954 | $ | 87,591 | $ | 26,291 | $ | 246,836 | |||||||||||||||||
Accumulated impairment of goodwill | (102,461 | ) | (12,147 | ) | (17,046 | ) | (131,654 | ) | |||||||||||||||||
Total | $ | 30,493 | $ | 75,444 | $ | 9,245 | $ | 115,182 | |||||||||||||||||
Goodwill by reportable segment as of December 31, 2013 is as follows (in thousands): | |||||||||||||||||||||||||
Reportable Segment | Total | ||||||||||||||||||||||||
Laser | Medical | Precision | |||||||||||||||||||||||
Products | Technologies | Motion | |||||||||||||||||||||||
Goodwill | $ | 132,954 | $ | 43,565 | $ | 26,291 | $ | 202,810 | |||||||||||||||||
Accumulated impairment of goodwill | (102,461 | ) | (12,147 | ) | (17,046 | ) | (131,654 | ) | |||||||||||||||||
Total | $ | 30,493 | $ | 31,418 | $ | 9,245 | $ | 71,156 | |||||||||||||||||
Intangible Assets | ' | ||||||||||||||||||||||||
Intangible assets as of March 28, 2014 and December 31, 2013, respectively, are summarized as follows (in thousands): | |||||||||||||||||||||||||
March 28, 2014 | December 31, 2013 | ||||||||||||||||||||||||
Gross Carrying | Accumulated | Net Carrying | Gross Carrying | Accumulated | Net Carrying | ||||||||||||||||||||
Amount | Amortization | Amount | Amount | Amortization | Amount | ||||||||||||||||||||
Amortizable intangible assets: | |||||||||||||||||||||||||
Patents and acquired technologies | $ | 79,675 | $ | (57,674 | ) | $ | 22,001 | $ | 68,500 | $ | (56,327 | ) | $ | 12,173 | |||||||||||
Customer relationships | 79,737 | (25,821 | ) | 53,916 | 55,585 | (24,340 | ) | 31,245 | |||||||||||||||||
Customer backlog | 2,900 | (1,346 | ) | 1,554 | 1,269 | (1,269 | ) | — | |||||||||||||||||
Non-compete covenant | 1,487 | (16 | ) | 1,471 | — | — | — | ||||||||||||||||||
Trademarks and trade names | 15,517 | (4,723 | ) | 10,794 | 13,378 | (4,530 | ) | 8,848 | |||||||||||||||||
Amortizable intangible assets | 179,316 | (89,580 | ) | 89,736 | 138,732 | (86,466 | ) | 52,266 | |||||||||||||||||
Non-amortizable intangible assets: | |||||||||||||||||||||||||
Trade names | 13,027 | — | 13,027 | 13,027 | — | 13,027 | |||||||||||||||||||
Totals | $ | 192,343 | $ | (89,580 | ) | $ | 102,763 | $ | 151,759 | $ | (86,466 | ) | $ | 65,293 | |||||||||||
Amortization Expense of Intangible Assets | ' | ||||||||||||||||||||||||
Amortization expense is as follows (in thousands): | |||||||||||||||||||||||||
Three Months Ended | |||||||||||||||||||||||||
March 28, | March 29, | ||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||
Amortization expense – cost of sales | $ | 1,301 | $ | 1,251 | |||||||||||||||||||||
Amortization expense – operating expenses | 1,744 | 2,236 | |||||||||||||||||||||||
Total amortization expense | $ | 3,045 | $ | 3,487 | |||||||||||||||||||||
Estimated Amortization Expense | ' | ||||||||||||||||||||||||
Estimated amortization expense for each of the five succeeding years and thereafter as of March 28, 2014 is as follows (in thousands): | |||||||||||||||||||||||||
Year Ending December 31, | Cost of Sales | Operating | Total | ||||||||||||||||||||||
Expenses | |||||||||||||||||||||||||
2014 (remainder of year) | $ | 4,849 | $ | 8,481 | $ | 13,330 | |||||||||||||||||||
2015 | 4,804 | 9,292 | 14,096 | ||||||||||||||||||||||
2016 | 3,379 | 9,231 | 12,610 | ||||||||||||||||||||||
2017 | 2,890 | 8,255 | 11,145 | ||||||||||||||||||||||
2018 | 1,362 | 7,362 | 8,724 | ||||||||||||||||||||||
Thereafter | 4,717 | 25,114 | 29,831 | ||||||||||||||||||||||
Total | $ | 22,001 | $ | 67,735 | $ | 89,736 | |||||||||||||||||||
Supplementary_Balance_Sheet_In1
Supplementary Balance Sheet Information (Tables) | 3 Months Ended | ||||||||
Mar. 28, 2014 | |||||||||
Inventories | ' | ||||||||
Inventories | |||||||||
March 28, | December 31, | ||||||||
2014 | 2013 | ||||||||
Raw materials | $ | 39,152 | $ | 34,749 | |||||
Work-in-process | 9,724 | 9,744 | |||||||
Finished goods | 12,023 | 10,682 | |||||||
Demo and consigned inventory | 2,935 | 3,115 | |||||||
Total inventories | $ | 63,834 | $ | 58,290 | |||||
Accrued Expenses and Other Current Liabilities | ' | ||||||||
Accrued Expenses and Other Current Liabilities | |||||||||
March 28, | December 31, | ||||||||
2014 | 2013 | ||||||||
Accrued compensation and benefits | $ | 7,288 | $ | 8,624 | |||||
Accrued warranty | 3,310 | 3,315 | |||||||
Customer deposits | 670 | 551 | |||||||
Other | 10,607 | 9,798 | |||||||
Total | $ | 21,875 | $ | 22,288 | |||||
Accrued Warranty | ' | ||||||||
Accrued Warranty | |||||||||
Three Months Ended | |||||||||
March 28, | March 29, | ||||||||
2014 | 2013 | ||||||||
Balance at beginning of the period | $ | 3,315 | $ | 2,204 | |||||
Provision charged to cost of sales | 481 | 257 | |||||||
Acquisition related warranty accrual | 90 | 998 | |||||||
Use of provision | (571 | ) | (366 | ) | |||||
Foreign currency exchange rate changes | (5 | ) | (53 | ) | |||||
Balance at end of period | $ | 3,310 | $ | 3,040 | |||||
Debt_Tables
Debt (Tables) | 3 Months Ended | ||||||||
Mar. 28, 2014 | |||||||||
Debt | ' | ||||||||
Debt consisted of the following (in thousands): | |||||||||
March 28, | December 31, | ||||||||
2014 | 2013 | ||||||||
Senior Credit Facilities – term loan | $ | 40,625 | $ | 42,500 | |||||
Senior Credit Facilities – revolving credit facility | 96,000 | 29,000 | |||||||
Total Senior Credit Facilities | $ | 136,625 | $ | 71,500 | |||||
ShareBased_Compensation_Tables
Share-Based Compensation (Tables) | 3 Months Ended | ||||||||
Mar. 28, 2014 | |||||||||
Share Based Compensation Expense Recorded In Income from Continuing Operations in Statements of Operations | ' | ||||||||
The table below summarizes share-based compensation expense recorded in income from continuing operations in the consolidated statements of operations (in thousands): | |||||||||
Three Months Ended | |||||||||
March 28, | March 29, | ||||||||
2014 | 2013 | ||||||||
Selling, general and administrative | $ | 1,356 | $ | 1,470 | |||||
Research and development and engineering | 50 | 34 | |||||||
Cost of sales | 33 | 27 | |||||||
Restructuring and acquisition related costs | 46 | — | |||||||
Total share-based compensation expense | $ | 1,485 | $ | 1,531 | |||||
2010 Incentive Award Plan | ' | ||||||||
Restricted Stock Issued and Outstanding | ' | ||||||||
The table below summarizes activities relating to restricted stock units issued and outstanding under the 2010 Incentive Award Plan during the three months ended March 28, 2014: | |||||||||
Restricted | Weighted | ||||||||
Stock Units | Average Grant | ||||||||
(In thousands) | Date Fair Value | ||||||||
Unvested at December 31, 2013 | 809 | $ | 10.2 | ||||||
Granted | 295 | $ | 12.32 | ||||||
Vested | (292 | ) | $ | 11.02 | |||||
Forfeited | — | $ | — | ||||||
Unvested at March 28, 2014 | 812 | $ | 10.68 | ||||||
Expected to vest as of March 28, 2014 | 786 | ||||||||
Restructuring_and_Acquisition_1
Restructuring and Acquisition Related Costs (Tables) | 3 Months Ended | ||||||||||||||||||||
Mar. 28, 2014 | |||||||||||||||||||||
Summary of Restructuring and Acquisition Related Expenses | ' | ||||||||||||||||||||
The following table summarizes restructuring and acquisition related expenses in the accompanying consolidated statements of operations (in thousands): | |||||||||||||||||||||
Three Months Ended | |||||||||||||||||||||
March 28, | March 29, | ||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||
2011 restructuring | $ | 28 | $ | 937 | |||||||||||||||||
2013 restructuring | — | 418 | |||||||||||||||||||
Germany restructuring | — | 7 | |||||||||||||||||||
Total restructuring charges | $ | 28 | $ | 1,362 | |||||||||||||||||
Acquisition charges | $ | 703 | $ | 1,066 | |||||||||||||||||
JADAK earn-out costs | 87 | — | |||||||||||||||||||
Total acquisition related charges | $ | 790 | $ | 1,066 | |||||||||||||||||
Total restructuring and acquisition related costs | $ | 818 | $ | 2,428 | |||||||||||||||||
Summary of Accrual Activities by Components Related to Company's Restructuring Plans | ' | ||||||||||||||||||||
The following table summarizes the accrual activities, by component, related to the Company’s restructuring plans recorded in the accompanying consolidated balance sheets (in thousands): | |||||||||||||||||||||
Total | Severance | Facility | Depreciation | Other | |||||||||||||||||
Balance at December 31, 2013 | $ | 1,272 | $ | 585 | $ | 648 | $ | — | $ | 39 | |||||||||||
Restructuring charges | 28 | (15 | ) | (96 | ) | 125 | 14 | ||||||||||||||
Cash payments | (491 | ) | (256 | ) | (192 | ) | — | (43 | ) | ||||||||||||
Non-cash write-offs and other adjustments | (125 | ) | — | — | (125 | ) | — | ||||||||||||||
Balance at March 28, 2014 | $ | 684 | $ | 314 | $ | 360 | $ | — | $ | 10 | |||||||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 3 Months Ended | ||||
Mar. 28, 2014 | |||||
Future Minimum Lease Payments Under Operating Leases | ' | ||||
Future minimum lease payments under the existing leases for JADAK are as follows (in thousands): | |||||
Year Ending December 31, | Leases | ||||
2014 (remainder of year) | $ | 550 | |||
2015 | 845 | ||||
2016 | 776 | ||||
2017 | 800 | ||||
2018 | 833 | ||||
Thereafter | 8,862 | ||||
Total | $ | 12,666 | |||
Segment_Information_Tables
Segment Information (Tables) | 3 Months Ended | ||||||||
Mar. 28, 2014 | |||||||||
Sales, Gross Profit, Gross Profit Margin and Operating Income by Reportable Segments | ' | ||||||||
Sales, gross profit, gross profit margin and operating income by reportable segments are as follows (in thousands): | |||||||||
Three Months Ended | |||||||||
March 28, 2014 | March 29, 2013 | ||||||||
Sales | |||||||||
Laser Products | $ | 41,860 | $ | 38,164 | |||||
Medical Technologies | 22,367 | 23,557 | |||||||
Precision Motion | 14,906 | 13,350 | |||||||
Total | $ | 79,133 | $ | 75,071 | |||||
Three Months Ended | |||||||||
March 28, 2014 | March 29, 2013 | ||||||||
Gross Profit | |||||||||
Laser Products | $ | 17,013 | $ | 15,507 | |||||
Medical Technologies | 8,889 | 9,463 | |||||||
Precision Motion | 6,416 | 5,768 | |||||||
Corporate, Shared Services and Unallocated | (213 | ) | (107 | ) | |||||
Total | $ | 32,105 | $ | 30,631 | |||||
Three Months Ended | |||||||||
March 28, 2014 | March 29, 2013 | ||||||||
Gross Profit Margin | |||||||||
Laser Products | 40.6 | % | 40.6 | % | |||||
Medical Technologies | 39.7 | % | 40.2 | % | |||||
Precision Motion | 43 | % | 43.2 | % | |||||
Total | 40.6 | % | 40.8 | % | |||||
Three Months Ended | |||||||||
March 28, 2014 | March 29, 2013 | ||||||||
Operating Income | |||||||||
Laser Products | $ | 7,124 | $ | 4,693 | |||||
Medical Technologies | (117 | ) | 1,445 | ||||||
Precision Motion | 2,643 | 2,014 | |||||||
Corporate, Shared Services and Unallocated | (5,582 | ) | (6,690 | ) | |||||
Total | $ | 4,068 | $ | 1,462 | |||||
Nature_of_Operations_and_Summa2
Nature of Operations and Summary of Significant Accounting Policies - Additional information (Detail) | 3 Months Ended | ||
Jun. 28, 2013 | Mar. 29, 2013 | Mar. 28, 2014 | |
Discontinued Operations | |||
Significant Accounting Policies [Line Items] | ' | ' | ' |
Minority interest ownership percentage | ' | ' | 50.00% |
Equity method investment previous ownership percentage on Laser Quantum | ' | 25.00% | ' |
Equity method investment ownership percentage on Laser Quantum | 41.00% | ' | ' |
Discontinued_Operations_Additi
Discontinued Operations - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | |
In Millions, unless otherwise specified | 31-May-13 | Jan. 31, 2014 | Mar. 28, 2014 |
Semiconductor Systems | Laser Products | Laser Products | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ' |
Sale of assets and liabilities | $8.60 | $7.50 | ' |
Contingent consideration | ' | 3 | ' |
Discontinued operations write-down value | ' | ' | $1.60 |
Components_of_Assets_and_Liabi
Components of Assets and Liabilities (Detail) (USD $) | Mar. 28, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' |
Accounts receivable, net | $4,927 | $5,361 |
Inventories | 7,441 | 8,454 |
Prepaid and other current assets | 2,012 | 247 |
Other assets | 1,755 | 2,026 |
Assets of discontinued operations | 16,135 | 16,088 |
Accounts payable | 2,303 | 2,393 |
Accrued expenses and other current liabilities | 2,991 | 2,295 |
Other liabilities | 2,042 | 1,710 |
Liabilities of discontinued operations | $7,336 | $6,398 |
Operating_Results_Historically
Operating Results Historically Included Segment (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 28, 2014 | Mar. 29, 2013 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' |
Sales from discontinued operations | $4,016 | $15,130 |
Income (loss) from discontinued operations before income taxes | -2,851 | 204 |
Income (loss) from discontinued operations, net of tax | ($1,866) | $369 |
Business_Combinations_Addition
Business Combinations - Additional Information (Detail) (USD $) | Mar. 28, 2014 | Dec. 31, 2013 | Mar. 14, 2014 | Mar. 28, 2014 | Mar. 28, 2014 | Mar. 14, 2014 |
JADAK | JADAK | JADAK | JADAK | |||
Scenario, Forecast | Maximum | |||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' |
Ownership percentage | ' | ' | 100.00% | ' | ' | ' |
Cash payment | ' | ' | $93,500,000 | ' | $1,400,000 | ' |
Estimates and assumptions, measurement period | ' | ' | ' | ' | ' | '1 year |
Goodwill | 115,182,000 | 71,156,000 | 44,026,000 | ' | ' | ' |
Intangible assets | ' | ' | 40,512,000 | ' | ' | ' |
Goodwill expected to be deductible for tax purposes | ' | ' | 60,300,000 | ' | ' | ' |
Sales | ' | ' | ' | 2,200,000 | ' | ' |
Loss to income from continuing operations | ' | ' | ' | ($100,000) | ' | ' |
Acquisition_Related_Costs_Reco
Acquisition Related Costs Recognized in Consolidated Statements of Operations (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 28, 2014 | Mar. 29, 2013 |
Business Combination, Separately Recognized Transactions [Line Items] | ' | ' |
Acquisition-related costs | $790 | $1,066 |
JADAK | ' | ' |
Business Combination, Separately Recognized Transactions [Line Items] | ' | ' |
Acquisition-related costs | 650 | ' |
Cumulative Costs | JADAK | ' | ' |
Business Combination, Separately Recognized Transactions [Line Items] | ' | ' |
Acquisition-related costs | $957 | ' |
Summary_of_Fair_Values_of_Asse
Summary of Fair Values of Assets Acquired and Liabilities Assumed Purchase Price Allocation (Detail) (USD $) | 3 Months Ended | 1 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 28, 2014 | Mar. 29, 2013 | Dec. 31, 2013 | Mar. 14, 2014 |
JADAK | ||||
Schedule of Business Acquisitions, Purchase Price Allocation [Line Items] | ' | ' | ' | ' |
Cash | ' | ' | ' | $1,140 |
Accounts receivable | ' | ' | ' | 7,929 |
Inventory | ' | ' | ' | 7,856 |
Property and equipment | ' | ' | ' | 904 |
Intangible assets | ' | ' | ' | 40,512 |
Other assets | ' | ' | ' | 1,980 |
Goodwill | 115,182 | ' | 71,156 | 44,026 |
Total assets acquired | ' | ' | ' | 104,347 |
Accounts payable | ' | ' | ' | 3,067 |
Other liabilities | ' | ' | ' | 2,031 |
Deferred tax liabilities | ' | ' | ' | 4,389 |
Total liabilities assumed | ' | ' | ' | 9,487 |
Total purchase price | ' | ' | ' | 94,860 |
Less cash acquired | ' | ' | ' | -1,140 |
Total purchase price, net of cash acquired | $92,360 | $82,653 | ' | $93,720 |
Fair_Value_of_Intangible_Asset
Fair Value of Intangible Assets (Detail) (JADAK, USD $) | 1 Months Ended |
In Thousands, unless otherwise specified | Mar. 14, 2014 |
Acquired Finite-Lived Intangible Assets [Line Items] | ' |
Intangible assets | $40,512 |
Customer Relationships | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' |
Intangible assets | 24,136 |
Amortization Period of intangible assets | '20 years |
Developed Technology | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' |
Intangible assets | 11,129 |
Amortization Period of intangible assets | '10 years |
Trademarks and Trade Names | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' |
Intangible assets | 2,129 |
Amortization Period of intangible assets | '10 years |
Backlog | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' |
Intangible assets | 1,631 |
Amortization Period of intangible assets | '1 year |
Non-compete Covenant | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' |
Intangible assets | $1,487 |
Amortization Period of intangible assets | '5 years |
Unaudited_Pro_forma_Informatio
Unaudited Pro forma Information (Detail) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 28, 2014 | Mar. 29, 2013 |
Business Combination, Pro Forma Information [Line Items] | ' | ' |
Sales | $90,164 | $86,846 |
Income from continuing operations | $3,237 | $978 |
Earnings per share-Basic | $0.09 | $0.03 |
Earnings per share-Diluted | $0.09 | $0.03 |
Accumulated_Other_Comprehensiv2
Accumulated Other Comprehensive Income (Loss) (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 28, 2014 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | |
Beginning Balance | ($6,342) | |
Other comprehensive loss | -108 | |
Amounts reclassified from other comprehensive loss | 109 | [1] |
Ending Balance | -6,341 | |
Foreign currency translation adjustments | ' | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | |
Beginning Balance | 1,353 | |
Other comprehensive loss | -63 | |
Ending Balance | 1,290 | |
Pension liability | ' | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | |
Beginning Balance | -7,695 | |
Other comprehensive loss | -45 | |
Amounts reclassified from other comprehensive loss | 109 | [1] |
Ending Balance | ($7,631) | |
[1] | The amounts reclassified from other comprehensive loss were included in selling, general and administrative expenses in the consolidated statement of operations. |
Computation_of_Basic_and_Dilut
Computation of Basic and Diluted Earnings Per Share (Detail) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 28, 2014 | Mar. 29, 2013 |
Numerators: | ' | ' |
Consolidated net income | $2,856 | $1,749 |
Less: income attributable to noncontrolling interest | -7 | -36 |
Income from continuing operations | 2,849 | 1,713 |
Income (loss) from discontinued operations | -1,866 | 369 |
Net income attributable to GSI Group Inc. | $983 | $2,082 |
Denominators: | ' | ' |
Weighted average common shares outstanding-basic | 34,227 | 33,983 |
Dilutive potential common shares | 442 | 288 |
Weighted average common shares outstanding-diluted | 34,669 | 34,271 |
Antidilutive common shares excluded from above | 87 | 373 |
Basic Earnings (Loss) per Common Share: | ' | ' |
From continuing operations | $0.08 | $0.05 |
From discontinued operations | ($0.05) | $0.01 |
Basic earnings (loss) per share attributable to GSI Group Inc. | $0.03 | $0.06 |
Diluted Earnings (Loss) per Common Share: | ' | ' |
From continuing operations | $0.08 | $0.05 |
From discontinued operations | ($0.05) | $0.01 |
Diluted earnings (loss) per share attributable to GSI Group Inc. | $0.03 | $0.06 |
Earnings_Per_Share_Additional_
Earnings Per Share - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | 1 Months Ended |
In Millions, except Share data in Thousands, unless otherwise specified | Mar. 28, 2014 | Dec. 31, 2013 | Oct. 31, 2013 |
Maximum | |||
Computation Of Earnings Per Share Line Items | ' | ' | ' |
Outstanding common stock repurchase program authorized amount | ' | ' | $10 |
Shares repurchased | 0 | 50 | ' |
Average cost of repurchase per share | ' | $10.49 | ' |
Fair_Values_of_Financial_Asset
Fair Values of Financial Assets (Detail) (USD $) | Mar. 28, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Assets | ' | ' |
Cash equivalents | $1,380 | $3,078 |
Fair Value, Inputs, Level 1 | ' | ' |
Assets | ' | ' |
Cash equivalents | $1,380 | $3,078 |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets - Additional Information (Detail) (USD $) | 3 Months Ended |
Jun. 28, 2013 | |
Goodwill And Intangible Assets [Line Items] | ' |
Goodwill impairment loss | $0 |
Summary_of_Changes_in_Goodwill
Summary of Changes in Goodwill (Detail) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 28, 2014 |
Goodwill [Line Items] | ' |
Balance at beginning of the period | $71,156 |
Goodwill acquired from JADAK acquisition | 44,026 |
Balance at end of period | $115,182 |
Goodwill_By_Reportable_Segment
Goodwill By Reportable Segment (Detail) (USD $) | Mar. 28, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Goodwill [Line Items] | ' | ' |
Goodwill | $246,836 | $202,810 |
Accumulated impairment of goodwill | -131,654 | -131,654 |
Total | 115,182 | 71,156 |
Laser Products | ' | ' |
Goodwill [Line Items] | ' | ' |
Goodwill | 132,954 | 132,954 |
Accumulated impairment of goodwill | -102,461 | -102,461 |
Total | 30,493 | 30,493 |
Medical Technologies | ' | ' |
Goodwill [Line Items] | ' | ' |
Goodwill | 87,591 | 43,565 |
Accumulated impairment of goodwill | -12,147 | -12,147 |
Total | 75,444 | 31,418 |
Precision Motion | ' | ' |
Goodwill [Line Items] | ' | ' |
Goodwill | 26,291 | 26,291 |
Accumulated impairment of goodwill | -17,046 | -17,046 |
Total | $9,245 | $9,245 |
Intangible_Assets_Detail
Intangible Assets (Detail) (USD $) | Mar. 28, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Schedule of Intangible Assets Disclosure [Line Items] | ' | ' |
Amortizable intangible assets, gross carrying amount | $179,316 | $138,732 |
Amortizable intangible assets, accumulated amortization | -89,580 | -86,466 |
Amortizable intangible assets, net carrying amount | 89,736 | 52,266 |
Gross carrying amount | 192,343 | 151,759 |
Accumulated amortization | -89,580 | -86,466 |
Net carrying amount | 102,763 | 65,293 |
Patents and acquired technology | ' | ' |
Schedule of Intangible Assets Disclosure [Line Items] | ' | ' |
Amortizable intangible assets, gross carrying amount | 79,675 | 68,500 |
Amortizable intangible assets, accumulated amortization | -57,674 | -56,327 |
Amortizable intangible assets, net carrying amount | 22,001 | 12,173 |
Customer Relationships | ' | ' |
Schedule of Intangible Assets Disclosure [Line Items] | ' | ' |
Amortizable intangible assets, gross carrying amount | 79,737 | 55,585 |
Amortizable intangible assets, accumulated amortization | -25,821 | -24,340 |
Amortizable intangible assets, net carrying amount | 53,916 | 31,245 |
Customer Backlog | ' | ' |
Schedule of Intangible Assets Disclosure [Line Items] | ' | ' |
Amortizable intangible assets, gross carrying amount | 2,900 | 1,269 |
Amortizable intangible assets, accumulated amortization | -1,346 | -1,269 |
Amortizable intangible assets, net carrying amount | 1,554 | ' |
Non-Compete Covenant | ' | ' |
Schedule of Intangible Assets Disclosure [Line Items] | ' | ' |
Amortizable intangible assets, gross carrying amount | 1,487 | ' |
Amortizable intangible assets, accumulated amortization | -16 | ' |
Amortizable intangible assets, net carrying amount | 1,471 | ' |
Trademarks and Trade Names | ' | ' |
Schedule of Intangible Assets Disclosure [Line Items] | ' | ' |
Amortizable intangible assets, gross carrying amount | 15,517 | 13,378 |
Amortizable intangible assets, accumulated amortization | -4,723 | -4,530 |
Amortizable intangible assets, net carrying amount | 10,794 | 8,848 |
Trade Names | ' | ' |
Schedule of Intangible Assets Disclosure [Line Items] | ' | ' |
Non-amortizable intangible assets, gross carrying amount | 13,027 | 13,027 |
Non-amortizable intangible assets, accumulated amortization | ' | ' |
Non-amortizable intangible assets, net carrying amount | $13,027 | $13,027 |
Amortization_Expense_of_Intang
Amortization Expense of Intangible Assets (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 28, 2014 | Mar. 29, 2013 |
Finite Lived Intangible Assets Amortization Expense [Line Items] | ' | ' |
Amortization | $3,045 | $3,487 |
Cost of Sales | ' | ' |
Finite Lived Intangible Assets Amortization Expense [Line Items] | ' | ' |
Amortization | 1,301 | 1,251 |
Operating Expense | ' | ' |
Finite Lived Intangible Assets Amortization Expense [Line Items] | ' | ' |
Amortization | $1,744 | $2,236 |
Estimated_Amortization_Expense
Estimated Amortization Expense (Detail) (USD $) | Mar. 28, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' |
2014 (remainder of year) | $13,330 | ' |
2015 | 14,096 | ' |
2016 | 12,610 | ' |
2017 | 11,145 | ' |
2018 | 8,724 | ' |
Thereafter | 29,831 | ' |
Amortizable intangible assets, net carrying amount | 89,736 | 52,266 |
Cost of Sales | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
2014 (remainder of year) | 4,849 | ' |
2015 | 4,804 | ' |
2016 | 3,379 | ' |
2017 | 2,890 | ' |
2018 | 1,362 | ' |
Thereafter | 4,717 | ' |
Amortizable intangible assets, net carrying amount | 22,001 | ' |
Operating Expense | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
2014 (remainder of year) | 8,481 | ' |
2015 | 9,292 | ' |
2016 | 9,231 | ' |
2017 | 8,255 | ' |
2018 | 7,362 | ' |
Thereafter | 25,114 | ' |
Amortizable intangible assets, net carrying amount | $67,735 | ' |
Inventories_Detail
Inventories (Detail) (USD $) | Mar. 28, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Inventory [Line Items] | ' | ' |
Raw materials | $39,152 | $34,749 |
Work-in-process | 9,724 | 9,744 |
Finished goods | 12,023 | 10,682 |
Demo and consigned inventory | 2,935 | 3,115 |
Total inventories | $63,834 | $58,290 |
Accrued_Expenses_and_Other_Cur
Accrued Expenses and Other Current Liabilities (Detail) (USD $) | Mar. 28, 2014 | Dec. 31, 2013 | Mar. 29, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||||
Accrued Expenses and Other Current Liabilities [Line Items] | ' | ' | ' | ' |
Accrued compensation and benefits | $7,288 | $8,624 | ' | ' |
Accrued warranty | 3,310 | 3,315 | 3,040 | 2,204 |
Customer deposits | 670 | 551 | ' | ' |
Other | 10,607 | 9,798 | ' | ' |
Total | $21,875 | $22,288 | ' | ' |
Accrued_Warranty_Detail
Accrued Warranty (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 28, 2014 | Mar. 29, 2013 |
Accrued Warranty [Line Items] | ' | ' |
Balance at beginning of the period | $3,315 | $2,204 |
Provision charged to cost of sales | 481 | 257 |
Acquisition related warranty accrual | 90 | 998 |
Use of provision | -571 | -366 |
Foreign currency exchange rate changes | -5 | -53 |
Balance at end of period | $3,310 | $3,040 |
Debt_Detail
Debt (Detail) (Senior Credit Facilities, USD $) | Mar. 28, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ' | ' |
Debt long term and short term | $136,625 | $71,500 |
Term Loan | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Debt long term and short term | 40,625 | 42,500 |
Revolving Credit Facility | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Debt long term and short term | $96,000 | $29,000 |
Debt_Additional_Information_De
Debt - Additional Information (Detail) (USD $) | 3 Months Ended | 3 Months Ended | 1 Months Ended | |||||
Mar. 28, 2014 | Mar. 29, 2013 | Dec. 31, 2013 | Mar. 28, 2014 | Mar. 28, 2014 | Mar. 28, 2014 | Feb. 10, 2014 | Feb. 10, 2014 | |
Fourth Amendment | Term Loan Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | ||||
Fourth Amendment | Third Amendment | |||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum borrowing capacity | ' | ' | ' | ' | $50,000,000 | $75,000,000 | $175,000,000 | $75,000,000 |
Debt instrument maturity period | '5 years | ' | ' | ' | ' | '5 years | ' | ' |
Quarterly installments payable on term loan | 1,900,000 | ' | ' | ' | ' | ' | ' | ' |
Revolving credit facility maturity year | ' | ' | ' | ' | ' | '2017-12 | ' | ' |
Current portion of long-term debt | 7,500,000 | ' | 7,500,000 | ' | ' | ' | ' | ' |
Revolving credit facility increase during period | ' | ' | ' | ' | ' | ' | 100,000,000 | ' |
Deferred financing costs | ' | ' | ' | 700,000 | ' | ' | ' | ' |
Borrowings under revolving credit facility | $70,000,000 | $60,000,000 | ' | ' | ' | ' | ' | ' |
Restricted_Stock_Units_Issued_
Restricted Stock Units Issued and Outstanding (Detail) (2010 Incentive Award Plan, Restricted Stock Units (RSUs), USD $) | 3 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Mar. 28, 2014 |
2010 Incentive Award Plan | Restricted Stock Units (RSUs) | ' |
Restricted Stock Units | ' |
Unvested Beginning Balance | 809 |
Granted | 295 |
Vested | -292 |
Forfeited | ' |
Unvested Ending Balance | 812 |
Expected to vest | 786 |
Weighted Average Grant Date Fair Value | ' |
Unvested Beginning Balance | $10.20 |
Granted | $12.32 |
Vested | $11.02 |
Forfeited | ' |
Unvested Ending Balance | $10.68 |
ShareBased_Compensation_Additi
Share-Based Compensation - Additional Information (Detail) (USD $) | 3 Months Ended | 1 Months Ended | |||||
Mar. 28, 2014 | Mar. 29, 2013 | Mar. 28, 2014 | Mar. 29, 2013 | Mar. 28, 2014 | Mar. 14, 2014 | Mar. 14, 2014 | |
Deferred Stock Units | Deferred Stock Units | 2010 Incentive Award Plan | 2010 Incentive Award Plan | 2010 Incentive Award Plan | JADAK | JADAK | |
Restricted Stock Units (RSUs) | Restricted Stock Units | ||||||
Management | |||||||
Person | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Total fair value of restricted stock vested | ' | ' | ' | ' | $3,600,000 | ' | ' |
Share-based compensation expense recognized | $500,000 | $500,000 | $1,485,000 | $1,531,000 | ' | ' | ' |
Ownership percentage | ' | ' | ' | ' | ' | 100.00% | ' |
Restricted stock units issued | ' | ' | ' | ' | ' | ' | 180,000 |
Number of owner managers | ' | ' | ' | ' | ' | ' | 4 |
Vesting period | ' | ' | ' | ' | ' | ' | '2 years |
Share_Based_Compensation_Expen
Share Based Compensation Expense Recorded In Income from Continuing Operations in Statements of Operations (Detail) (2010 Incentive Award Plan, USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 28, 2014 | Mar. 29, 2013 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' |
Share-based compensation expense | $1,485 | $1,531 |
Selling, general and administrative | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' |
Share-based compensation expense | 1,356 | 1,470 |
Research and development and engineering | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' |
Share-based compensation expense | 50 | 34 |
Cost of Sales | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' |
Share-based compensation expense | 33 | 27 |
Restructuring and acquisition related costs | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' |
Share-based compensation expense | $46 | ' |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) | 3 Months Ended | |
Mar. 28, 2014 | Mar. 29, 2013 | |
Income Taxes [Line Items] | ' | ' |
Effective tax rate on income from operations | 24.70% | 18.70% |
CANADA | ' | ' |
Income Taxes [Line Items] | ' | ' |
Statutory tax rate | 27.00% | ' |
Summary_of_Restructuring_and_A
Summary of Restructuring and Acquisition Related Expenses (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 28, 2014 | Mar. 29, 2013 |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Restructuring charges | $28 | $1,362 |
Total acquisition related charges | 790 | 1,066 |
Total restructuring and acquisition related costs | 818 | 2,428 |
JADAK | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Total acquisition related charges | 650 | ' |
Acquisition Charges | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Total acquisition related charges | 703 | 1,066 |
Earnout Agreement | JADAK | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Total acquisition related charges | 87 | ' |
GERMANY | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Restructuring charges | ' | 7 |
2011 Restructuring | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Restructuring charges | 28 | 937 |
2013 Restructuring | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Restructuring charges | ' | $418 |
Restructuring_and_Acquisition_2
Restructuring and Acquisition Related Costs - Additional Information (Detail) (2011 Restructuring) | 3 Months Ended |
Mar. 28, 2014 | |
2011 Restructuring | ' |
Restructuring Cost and Reserve [Line Items] | ' |
Restructuring plan | 'In November 2011, the Company announced a strategic initiative ("2011 restructuring"), which aimed to consolidate operations to reduce our cost structure and improve operational efficiency. As part of this initiative, the Company eliminated facilities through consolidation of certain manufacturing, sales and distribution facilities and exit of Semiconductor and Laser Systems businesses. The Company substantially completed the 2011 restructuring program by the end of 2013. |
Summary_of_Accrual_Activities_
Summary of Accrual Activities by Components Related to Company's Restructuring Charges (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 28, 2014 | Mar. 29, 2013 |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Accrued expense beginning balance | $1,272 | ' |
Restructuring charges | 28 | 1,362 |
Cash payments | -491 | ' |
Non-cash write-offs and other adjustments | -125 | ' |
Accrued expense ending balance | 684 | ' |
Employee Severance | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Accrued expense beginning balance | 585 | ' |
Restructuring charges | -15 | ' |
Cash payments | -256 | ' |
Accrued expense ending balance | 314 | ' |
Facility | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Accrued expense beginning balance | 648 | ' |
Restructuring charges | -96 | ' |
Cash payments | -192 | ' |
Accrued expense ending balance | 360 | ' |
Depreciation | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Restructuring charges | 125 | ' |
Non-cash write-offs and other adjustments | -125 | ' |
Other Restructuring Charges | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Accrued expense beginning balance | 39 | ' |
Restructuring charges | 14 | ' |
Cash payments | -43 | ' |
Accrued expense ending balance | $10 | ' |
Future_Minimum_Lease_Payments_
Future Minimum Lease Payments under Operating and Capital Leases (Detail) (JADAK, USD $) | Mar. 28, 2014 |
In Thousands, unless otherwise specified | |
JADAK | ' |
Operating Leases | ' |
2014 (remainder of year) | $550 |
2015 | 845 |
2016 | 776 |
2017 | 800 |
2018 | 833 |
Thereafter | 8,862 |
Total minimum lease payments | $12,666 |
Commitments_and_Contingencies_1
Commitments and Contingencies - Additional Information (Detail) (JADAK, USD $) | Mar. 28, 2014 |
In Millions, unless otherwise specified | |
JADAK | ' |
Commitments and Contingencies Disclosure [Line Items] | ' |
Unconditional purchase commitments | $7.20 |
Unconditional purchase commitments, 2014 | 6.8 |
Unconditional purchase commitments, 2015 | $0.40 |
Segment_Information_Additional
Segment Information - Additional Information (Detail) | 3 Months Ended |
Mar. 28, 2014 | |
Segment | |
Segment Reporting Information [Line Items] | ' |
Number of previously operated segments | 3 |
Sales_Gross_Profit_and_Gross_P
Sales, Gross Profit and Gross Profit Margin by Reportable Segments (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 28, 2014 | Mar. 29, 2013 |
Segment Reporting Information [Line Items] | ' | ' |
Sales | $79,133 | $75,071 |
Gross Profit | 32,105 | 30,631 |
Gross profit margin percentage | 40.60% | 40.80% |
Laser Products | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Sales | 41,860 | 38,164 |
Gross Profit | 17,013 | 15,507 |
Gross profit margin percentage | 40.60% | 40.60% |
Medical Technologies | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Sales | 22,367 | 23,557 |
Gross Profit | 8,889 | 9,463 |
Gross profit margin percentage | 39.70% | 40.20% |
Precision Motion | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Sales | 14,906 | 13,350 |
Gross Profit | 6,416 | 5,768 |
Gross profit margin percentage | 43.00% | 43.20% |
Corporate, Shared Services and Unallocated | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Gross Profit | ($213) | ($107) |
Operating_Income_by_Reportable
Operating Income by Reportable Segments (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 28, 2014 | Mar. 29, 2013 |
Operating Income | ' | ' |
Operating Income | $4,068 | $1,462 |
Laser Products | ' | ' |
Operating Income | ' | ' |
Operating Income | 7,124 | 4,693 |
Medical Technologies | ' | ' |
Operating Income | ' | ' |
Operating Income | -117 | 1,445 |
Precision Motion | ' | ' |
Operating Income | ' | ' |
Operating Income | 2,643 | 2,014 |
Corporate, Shared Services and Unallocated | ' | ' |
Operating Income | ' | ' |
Operating Income | ($5,582) | ($6,690) |