Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Apr. 03, 2015 | Apr. 29, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 3-Apr-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | GSIG | |
Entity Registrant Name | GSI GROUP INC | |
Entity Central Index Key | 1076930 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 34,406,281 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Apr. 03, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Current Assets | ||
Cash and cash equivalents | $47,542 | $51,146 |
Accounts receivable, net of allowance of $221 and $282, respectively | 53,360 | 51,494 |
Inventories | 60,682 | 62,943 |
Income taxes receivable | 5,178 | 5,906 |
Deferred tax assets | 5,589 | 5,971 |
Prepaid expenses and other current assets | 7,099 | 5,236 |
Assets held for sale | 13,582 | 631 |
Total current assets | 193,032 | 183,327 |
Property, plant and equipment, net | 37,590 | 40,088 |
Deferred tax assets | 2,879 | 2,912 |
Other assets | 12,984 | 14,604 |
Intangible assets, net | 70,284 | 67,242 |
Goodwill | 98,299 | 90,746 |
Total assets | 415,068 | 398,919 |
Current Liabilities | ||
Current portion of long-term debt | 7,500 | 7,500 |
Accounts payable | 27,126 | 25,592 |
Income taxes payable | 1,055 | 1,189 |
Deferred tax liabilities | 198 | 208 |
Accrued expenses and other current liabilities | 21,524 | 19,401 |
Liabilities held for sale | 2,954 | 324 |
Total current liabilities | 60,357 | 54,214 |
Long-term debt | 115,625 | 107,500 |
Deferred tax liabilities | 2,273 | 35 |
Income taxes payable | 6,838 | 7,097 |
Other liabilities | 18,695 | 18,819 |
Total liabilities | 203,788 | 187,665 |
Commitments and Contingencies (Note 13) | ||
Stockholders’ Equity: | ||
Common shares, no par value; Authorized shares: unlimited; Issued and outstanding: 34,406 and 34,219, respectively | 423,856 | 423,856 |
Additional paid-in capital | 28,947 | 28,590 |
Accumulated deficit | -221,719 | -225,165 |
Accumulated other comprehensive loss | -20,233 | -16,456 |
Total GSI Group Inc. stockholders’ equity | 210,851 | 210,825 |
Noncontrolling interest | 429 | 429 |
Total stockholders’ equity | 211,280 | 211,254 |
Total liabilities and stockholders’ equity | $415,068 | $398,919 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Apr. 03, 2015 | Dec. 31, 2014 |
In Thousands, except Per Share data, unless otherwise specified | ||
Statement Of Financial Position [Abstract] | ||
Accounts receivable, allowance | $221 | $282 |
Common shares, no par value | $0 | $0 |
Common shares, Issued | 34,406 | 34,219 |
Common shares, outstanding | 34,406 | 34,219 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Apr. 03, 2015 | Mar. 28, 2014 |
Income Statement [Abstract] | ||
Sales | $94,614 | $79,133 |
Cost of sales | 54,608 | 47,028 |
Gross profit | 40,006 | 32,105 |
Operating expenses: | ||
Research and development and engineering | 8,215 | 5,857 |
Selling, general and administrative | 22,068 | 19,618 |
Amortization of purchased intangible assets | 1,889 | 1,744 |
Restructuring, acquisition and divestiture related costs | 2,437 | 818 |
Total operating expenses | 34,609 | 28,037 |
Operating income from continuing operations | 5,397 | 4,068 |
Interest income (expense), net | -1,397 | -837 |
Foreign exchange transaction gains (losses), net | 517 | -19 |
Other income (expense), net | 729 | 581 |
Income from continuing operations before income taxes | 5,246 | 3,793 |
Income tax provision | 1,800 | 937 |
Income from continuing operations | 3,446 | 2,856 |
Loss from discontinued operations, net of tax | -1,866 | |
Consolidated net income | 3,446 | 990 |
Less: Net income attributable to noncontrolling interest | -7 | |
Net income attributable to GSI Group Inc. | $3,446 | $983 |
Earnings per common share from continuing operations: | ||
Basic | $0.10 | $0.08 |
Diluted | $0.10 | $0.08 |
Loss per common share from discontinued operations: | ||
Basic | ($0.05) | |
Diluted | ($0.05) | |
Earnings per common share attributable to GSI Group Inc.: | ||
Basic | $0.10 | $0.03 |
Diluted | $0.10 | $0.03 |
Weighted average common shares outstanding—basic | 34,506 | 34,227 |
Weighted average common shares outstanding—diluted | 34,999 | 34,669 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | Apr. 03, 2015 | Mar. 28, 2014 | ||
Statement Of Income And Comprehensive Income [Abstract] | ||||
Consolidated net income | $3,446 | $990 | ||
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments, net of tax | -4,506 | [1] | -63 | [1] |
Pension liability adjustments, net of tax | 729 | [2] | 64 | [2] |
Total other comprehensive income (loss) | -3,777 | 1 | ||
Total consolidated comprehensive income (loss) | -331 | 991 | ||
Less: Comprehensive income attributable to noncontrolling interest | -7 | |||
Comprehensive income (loss) attributable to GSI Group Inc. | ($331) | $984 | ||
[1] | The tax effect on this component of comprehensive income was $0.5 million for the three months ended April 3, 2015 and nominal for the three months ended March 28, 2014. | |||
[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 income (loss). |
CONSOLIDATED_STATEMENTS_OF_COM1
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) (USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Apr. 03, 2015 |
Statement Of Income And Comprehensive Income [Abstract] | |
Foreign currency translation adjustments - Tax effect on component of comprehensive income | $0.50 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Apr. 03, 2015 | Mar. 28, 2014 |
Cash flows from operating activities: | ||
Consolidated net income | $3,446 | $990 |
Less: Loss from discontinued operations, net of tax | 1,866 | |
Income from continuing operations | 3,446 | 2,856 |
Adjustments to reconcile income from continuing operations to net cash provided by operating activities of continuing operations: | ||
Depreciation and amortization | 4,762 | 4,829 |
Provision for inventory excess and obsolescence | 516 | 465 |
Share-based compensation | 1,597 | 1,439 |
Deferred income taxes | -103 | -1,990 |
Earnings from equity-method investment | -727 | -573 |
Non-cash restructuring and acquisition related charges | 288 | 171 |
Other | 415 | 437 |
Changes in assets and liabilities which (used) provided cash, excluding effects from businesses purchased or classified as discontinued operations: | ||
Accounts receivable | -5,096 | -4,919 |
Inventories | -3,975 | 1,449 |
Prepaid expenses, income taxes receivable and other current assets | 649 | 388 |
Accounts payable, accrued expenses, income taxes payable and other current liabilities | 4,660 | -2,519 |
Other non-current assets and liabilities | -390 | 763 |
Cash provided by operating activities of continuing operations | 6,042 | 2,796 |
Cash used in operating activities of discontinued operations | -1,299 | |
Cash provided by operating activities | 6,042 | 1,497 |
Cash flows from investing activities: | ||
Purchases of property, plant and equipment | -946 | -972 |
Acquisition of businesses, net of cash acquired | -13,852 | -92,360 |
Proceeds from the sale of property, plant and equipment | 23 | 38 |
Cash used in investing activities of continuing operations | -14,775 | -93,294 |
Cash used in investing activities of discontinued operations | -617 | |
Cash used in investing activities | -14,775 | -93,911 |
Cash flows from financing activities: | ||
Borrowings under revolving credit facility | 13,000 | 70,000 |
Repayments of long-term debt and revolving credit facility | -4,875 | -4,875 |
Payments for debt issuance costs | -712 | |
Payments of withholding taxes from stock-based awards | -1,352 | -1,371 |
Capital lease payments | -201 | -246 |
Other financing activities | 159 | 395 |
Cash provided by financing activities of continuing operations | 6,731 | 63,191 |
Cash provided by financing activities of discontinued operations | 0 | 0 |
Cash provided by financing activities | 6,731 | 63,191 |
Effect of exchange rates on cash and cash equivalents | -1,602 | -16 |
Decrease in cash and cash equivalents | -3,604 | -29,239 |
Cash and cash equivalents, beginning of period | 51,146 | 60,980 |
Cash and cash equivalents, end of period | 47,542 | 31,741 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 975 | 489 |
Cash paid for income taxes | 1,559 | 1,026 |
Income tax refunds received | 16 | |
Supplemental disclosure of non-cash financing activity: | ||
Assets acquired under capital lease obligations | $17 |
Basis_of_Presentation
Basis of Presentation | 3 Months Ended |
Apr. 03, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 1. Basis of Presentation |
GSI Group Inc. and its subsidiaries (collectively referred to as the “Company”, “we”, “us”, “our”) design, develop, manufacture and sell precision photonic and motion control components and subsystems to Original Equipment Manufacturers (“OEMs”) in the medical and advanced industrial markets. The Company is a leader in highly engineered enabling technologies, including CO2 laser sources, laser scanning and beam delivery products, optical data collection and machine vision technologies, medical visualization and informatics solutions, and precision motion control products. The Company specializes in collaborating with OEM customers to adapt its 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, 2014. In the opinion of management, these interim consolidated financial statements include all adjustments and accruals of a normal and recurring nature necessary to fairly state 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 (the “India JV”), which is reported as discontinued operations. The Company is currently in negotiations with the joint venture partner to dissolve the joint venture. Intercompany transactions and balances have been eliminated. | |
The Company owns 41% of Laser Quantum Ltd. (“Laser Quantum”), a privately held company located in the United Kingdom. The Company records 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. | |
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 that has (or will have) a major effect on an entity’s operations and financial results should be presented as discontinued operations. A strategic shift may include a disposal of a major line of business, a major equity method investment or a major part of an entity. Additionally, ASU 2014-08 requires expanded disclosures regarding discontinued operations. ASU 2014-08 is effective prospectively for reporting periods beginning after December 15, 2014. The Company adopted this pronouncement in January 2015. | |
Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement | |
In April 2015, the FASB issued ASU 2015-05, “Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement,” which provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. ASU 2015-05 will be effective for annual and interim reporting periods beginning after December 15, 2015, with early adoption permitted. Upon adoption, an entity may apply the new guidance either retrospectively or prospectively to all arrangements entered into or materially modified after the effective date. The Company is currently evaluating the impact of ASU 2015-05 on the Company’s consolidated financial statements. | |
Simplifying the Presentation of Debt Issuance Costs | |
In April 2015, the FASB issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs.” ASU 2015-03 requires debt issuance related costs to be presented in the balance sheet as a direct deduction from the carrying amount of the associated debt liability, consistent with the presentation of a debt discount. ASU 2015-03 will be effective on a retrospective basis for annual and interim reporting periods beginning after December 15, 2015, with early adoption permitted. The adoption of this amendment is not expected to have a material impact on the Company’s consolidated financial statements. | |
Revenue from Contracts with Customers | |
In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers”, which provides guidance for revenue recognition. ASU 2014-09 supersedes the revenue recognition requirements in Accounting Standards Codification (“ASC”) 605, “Revenue Recognition,” and requires entities to recognize revenue in a way that depicts the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 will be effective for annual and interim reporting periods beginning after December 15, 2016. Early adoption is not permitted. Upon adoption, an entity may apply the new guidance either retrospectively to each prior reporting period presented or retrospectively only to customer contracts not yet completed as of the date of adoption with the cumulative effect of initially applying the standard recognized in beginning retained earnings at the date of the initial application. In April 2015, the FASB proposed a deferral, which is not yet effective, of the effective date of ASU 2014-09 and permitted early adoption. The proposed deferral would result in ASU 2014-09 being effective for annual and interim reporting periods beginning after December 15, 2017. The Company is currently evaluating the impact of the new standard on the Company’s financial statements. | |
Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern | |
In August 2014, the FASB issued ASU 2014-15, "Presentation of Financial Statements - Going Concern (Subtopic 205-40)," which requires management to assess a company’s ability to continue as a going concern and to provide related footnote disclosures in certain circumstances. ASU 2014-15 will be effective for annual reporting periods ending after December 15, 2016. Early application is permitted. The Company does not expect the adoption of ASU 2014-15 to have an impact on the Company’s financial statements. | |
Business_Combinations
Business Combinations | 3 Months Ended | |||||
Apr. 03, 2015 | ||||||
Business Combinations [Abstract] | ||||||
Business Combinations | 2. Business Combinations | |||||
On February 19, 2015, the Company acquired 100% of the outstanding stock of Applimotion Inc. (“Applimotion”), a Loomis, California based provider of advanced precision motor and motion control technology to OEM customers in the advanced industrial and medical markets, for a total purchase price of $14.8 million, subject to customary working capital adjustments. The purchase price includes $13.9 million in cash paid upon closing of the acquisition and $0.9 million estimated fair value of future contingent consideration payable upon the achievement of certain revenue targets for fiscal years 2015 to 2017. The undiscounted range of possible contingent consideration is zero to $4.0 million. The Company expects that the addition of Applimotion will enable the Company to offer a broader range of motion control technologies and integrated solutions. The Company recognized acquisition costs of $0.2 million during the three months ended April 3, 2015 related to the acquisition. Acquisition-related costs are included in restructuring, acquisition and divestiture related costs in the consolidated statements of operations. | ||||||
The acquisition of Applimotion has been accounted for as a business combination. The allocation of the purchase price 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 Applimotion and the Company. The process for estimating the fair values of identifiable intangible assets and the contingent consideration liability requires the use of significant estimates and assumptions, including estimating future cash flows and developing appropriate discount rates. 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) as a result of additional information obtained with regards to facts and circumstances that existed as of 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, valuation of intangible assets and contingent consideration, income taxes, and the amount of the residual goodwill. | ||||||
Based upon a preliminary valuation, the total purchase price was allocated as follows (in thousands): | ||||||
Purchase Price | ||||||
Allocation | ||||||
Cash | $ | 317 | ||||
Accounts receivable | 1,821 | |||||
Inventory | 2,041 | |||||
Prepaid expenses and other current assets | 89 | |||||
Property and equipment | 308 | |||||
Intangible assets | 6,071 | |||||
Goodwill | 7,553 | |||||
Total assets acquired | 18,200 | |||||
Accounts payable | 964 | |||||
Other liabilities | 717 | |||||
Deferred tax liabilities | 2,248 | |||||
Total liabilities assumed | 3,929 | |||||
Total assets acquired and liabilities assumed | 14,271 | |||||
Less: cash acquired | 317 | |||||
Plus: working capital adjustment | 863 | |||||
Total purchase price, net of cash acquired | 14,817 | |||||
Less: contingent consideration | 965 | |||||
Net cash used for acquisition of business | $ | 13,852 | ||||
As of April 3, 2015, the working capital adjustments had not been finalized and were estimated to be an additional cash receipt of $0.9 million which has been included in prepaid expenses and other current assets in the balance sheet. | ||||||
The preliminary fair value of intangible assets is comprised of the following (dollar amounts in thousands): | ||||||
Weighted Average | ||||||
Estimated Fair | Amortization | |||||
Value | Period | |||||
Developed technology | $ | 2,684 | 10 years | |||
Customer relationships | 2,066 | 10 years | ||||
Non-compete covenant | 684 | 4 years | ||||
Backlog | 637 | 1 year | ||||
Total | $ | 6,071 | ||||
The purchase price allocation resulted in $7.6 million of goodwill and $6.1 million of identifiable intangible assets, none of which is 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) Applimotion’s ability to grow their business with existing and new customers, (ii) the potential to realize cost improvements due to scale and more efficient operations, (iii) the opportunity to serve customers with integrated assemblies that feature products from both Applimotion and the Company and (iv) the potential to sell the Company’s products into Applimotion’s customer base. | ||||||
The results of the Applimotion acquisition were included in the Company’s results of operations beginning on February 19, 2015. The pro forma financial information reflecting the operating results of Applimotion, had it been acquired as of January 1, 2014, would not differ materially from the operating results of the Company as reported for the year ended December 31, 2014. Applimotion is included in the Company’s Precision Motion reportable segment. |
Assets_Held_for_Sale_and_Disco
Assets Held for Sale and Discontinued Operations | 3 Months Ended | |||||||
Apr. 03, 2015 | ||||||||
Assets Held For Sale And Discontinued Operations [Abstract] | ||||||||
Assets Held for Sale and Discontinued Operations | 3. Assets Held for Sale and Discontinued Operations | |||||||
On April 15, 2015, the Company completed the sale of certain assets and liabilities of its JK Lasers business for approximately $31.4 million in cash, subject to customary working capital adjustments. The Company began accounting for the JK Lasers business, which is included in the Laser Products reportable segment, as an asset held for sale in the first quarter of 2015. The JK Lasers business divestiture does not qualify for discontinued operations accounting treatment. | ||||||||
In July 2014, the Company completed the sale of certain assets and liabilities of its Scientific Lasers business for approximately $6.5 million in cash, net of working capital adjustments. In accordance with the purchase and sale agreement, $1.5 million of the sales proceeds is held in escrow until January 2016. The $1.5 million escrow is included in prepaid expenses and other current assets on the balance sheet as of April 3, 2015 and other long-term assets as of December 31, 2014. | ||||||||
The major components of the assets and liabilities held for sale as of April 3, 2015 and December 31, 2014, respectively, were as follows (in thousands): | ||||||||
April 3, | December 31, | |||||||
2015 | 2014 | |||||||
Accounts receivable, net | $ | 4,268 | $ | 95 | ||||
Inventories | 6,936 | 161 | ||||||
Prepaid and other current assets | 452 | 8 | ||||||
Other assets | 1,926 | 367 | ||||||
Assets held for sale | $ | 13,582 | $ | 631 | ||||
Accounts payable | $ | 1,522 | $ | 16 | ||||
Accrued expenses and other current liabilities | 1,198 | 74 | ||||||
Other liabilities | 234 | 234 | ||||||
Liabilities held for sale | $ | 2,954 | $ | 324 | ||||
Assets and liabilities held for sale as of April 3, 2015 included the balances of the JK Lasers business and the India JV. Assets and liabilities held for sale as of December 31, 2014 included the balances of the India JV. | ||||||||
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 | ||||||||
Sales from discontinued operations | $ | 4,016 | ||||||
Operating loss from discontinued operations, before income tax | $ | (2,851 | ) | |||||
Operating loss from discontinued operations, net of tax | $ | (1,866 | ) | |||||
The operating loss from discontinued operations during the three months ended March 28, 2014 included a $1.6 million fair value write-down of the Scientific Lasers business to its estimated fair value less costs to sell. | ||||||||
Accumulated_Other_Comprehensiv
Accumulated Other Comprehensive Income (Loss) | 3 Months Ended | |||||||||||
Apr. 03, 2015 | ||||||||||||
Equity [Abstract] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) | 4. Accumulated Other Comprehensive Income (Loss) | |||||||||||
Changes in accumulated other comprehensive income (loss) was as follows (in thousands): | ||||||||||||
Total accumulated | ||||||||||||
other | Foreign currency | |||||||||||
comprehensive | translation | Pension | ||||||||||
income (loss) | adjustments | liability | ||||||||||
Balance at December 31, 2014 | $ | (16,456 | ) | $ | (5,615 | ) | $ | (10,841 | ) | |||
Other comprehensive income (loss) | (3,994 | ) | (4,506 | ) | 512 | |||||||
Amounts reclassified from other comprehensive income (loss) (1) | 217 | — | 217 | |||||||||
Balance at April 3, 2015 | $ | (20,233 | ) | $ | (10,121 | ) | $ | (10,112 | ) | |||
-1 | The amounts reclassified from other comprehensive income (loss) were included in selling, general and administrative expenses in the consolidated statements of operations. |
Earnings_per_Share
Earnings per Share | 3 Months Ended | |||||||
Apr. 03, 2015 | ||||||||
Earnings Per Share [Abstract] | ||||||||
Earnings per Share | 5. Earnings per Share | |||||||
Basic earnings (loss) per common share is computed by dividing net income (loss) 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 deferred stock units and restricted stock units determined using the treasury stock method. Dilutive effects of contingently issuable shares are included in the weighted average dilutive share calculation when the contingencies have been resolved. 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. | ||||||||
The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share amounts): | ||||||||
Three Months Ended | ||||||||
April 3, | March 28, | |||||||
2015 | 2014 | |||||||
Numerators: | ||||||||
Income from continuing operations | $ | 3,446 | $ | 2,856 | ||||
Consolidated loss from discontinued operations | — | (1,866 | ) | |||||
Less: Income attributable to noncontrolling interest | — | (7 | ) | |||||
Loss from discontinued operations attributable to GSI Group Inc. | — | (1,873 | ) | |||||
Net income attributable to GSI Group Inc. | $ | 3,446 | $ | 983 | ||||
Denominators: | ||||||||
Weighted average common shares outstanding— basic | 34,506 | 34,227 | ||||||
Dilutive potential common shares | 493 | 442 | ||||||
Weighted average common shares outstanding— diluted | 34,999 | 34,669 | ||||||
Antidilutive common shares excluded from above | — | 87 | ||||||
Basic Earnings (Loss) per Common Share: | ||||||||
From continuing operations | $ | 0.1 | $ | 0.08 | ||||
From discontinued operations | $ | — | $ | (0.05 | ) | |||
Basic earnings per share attributable to GSI Group Inc. | $ | 0.1 | $ | 0.03 | ||||
Diluted Earnings (Loss) per Common Share: | ||||||||
From continuing operations | $ | 0.1 | $ | 0.08 | ||||
From discontinued operations | $ | — | $ | (0.05 | ) | |||
Diluted earnings per share attributable to GSI Group Inc. | $ | 0.1 | $ | 0.03 | ||||
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, 2014, the Company had cumulatively repurchased 50 thousand shares of its common stock for an aggregate amount of $0.5 million. There have been no share repurchases to date in 2015. |
Fair_Value_Measurements
Fair Value Measurements | 3 Months Ended | |||||||||||||||
Apr. 03, 2015 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||
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 which is classified as Level 1. The contingent consideration is classified as Level 3 as the fair value is based on unobservable inputs. 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 and liabilities as of April 3, 2015 (in thousands): | ||||||||||||||||
Quoted Prices in | Significant Other | |||||||||||||||
Active Markets for | Significant Other | Unobservable | ||||||||||||||
Identical Assets | Observable Inputs | Inputs | ||||||||||||||
Fair Value | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
Assets | ||||||||||||||||
Cash equivalents | $ | 722 | $ | 722 | $ | — | $ | — | ||||||||
Total Assets | $ | 722 | $ | 722 | $ | — | $ | — | ||||||||
Liabilities | ||||||||||||||||
Contingent consideration | $ | 965 | $ | — | $ | — | $ | 965 | ||||||||
Total Liabilities | $ | 965 | $ | — | $ | — | $ | 965 | ||||||||
The following table summarizes the fair values of our financial assets as of December 31, 2014 (in thousands): | ||||||||||||||||
Quoted Prices in | Significant Other | |||||||||||||||
Active Markets for | Significant Other | Unobservable | ||||||||||||||
Identical Assets | Observable Inputs | Inputs | ||||||||||||||
Fair Value | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
Assets | ||||||||||||||||
Cash equivalents | $ | 2,255 | $ | 2,255 | $ | — | $ | — | ||||||||
Contingent consideration relates to the Company’s acquisition of Applimotion on February 19, 2015. The former shareholders of Applimotion are eligible to receive contingent consideration based on the achievement of certain revenue targets for fiscal years 2015 to 2017. If such targets are achieved, the contingent consideration will be payable in cash in two installments in 2017 and 2018, respectively. The estimated fair value of the contingent consideration was determined based on the Monte Carlo valuation method and has been recorded as part of the purchase price and as a long-term liability in the consolidated balance sheet as of the acquisition date. The fair value of the contingent consideration was still preliminary as of April 3, 2015. Once the final fair value is determined, subsequent changes in the estimated fair value of this contingent liability will be recorded in the consolidated statement of operations as acquisition related costs until the liability is fully settled. | ||||||||||||||||
See Note 9 to Consolidated Financial Statements for a discussion of the estimated fair value of the Company’s outstanding debt. |
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 3 Months Ended | |||||||||||||||||||||||
Apr. 03, 2015 | ||||||||||||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ||||||||||||||||||||||||
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 for impairment as of the beginning of the second quarter or more frequently if indicators are present or changes in circumstances suggest that impairment may exist. During the fourth quarter of 2014, the Company performed an interim impairment review of the goodwill and intangible assets related to the NDS reporting unit and recorded a $19.6 million goodwill impairment charge in the fourth quarter of 2014. | ||||||||||||||||||||||||
The following table summarizes changes in goodwill during the three months ended April 3, 2015 (in thousands): | ||||||||||||||||||||||||
Balance at beginning of the period | $ | 90,746 | ||||||||||||||||||||||
Goodwill acquired from the Applimotion acquisition | 7,553 | |||||||||||||||||||||||
Balance at end of the period | $ | 98,299 | ||||||||||||||||||||||
Goodwill acquired from the Applimotion acquisition is reflected in the Precision Motion segment. Goodwill by reportable segment as of April 3, 2015 was as follows (in thousands): | ||||||||||||||||||||||||
Reportable Segment | ||||||||||||||||||||||||
Laser | Medical | Precision | Total | |||||||||||||||||||||
Products | Technologies | Motion | ||||||||||||||||||||||
Goodwill | $ | 132,954 | $ | 82,730 | $ | 33,844 | $ | 249,528 | ||||||||||||||||
Accumulated impairment of goodwill | (102,461 | ) | (31,722 | ) | (17,046 | ) | (151,229 | ) | ||||||||||||||||
Total | $ | 30,493 | $ | 51,008 | $ | 16,798 | $ | 98,299 | ||||||||||||||||
Goodwill by reportable segment as of December 31, 2014 was as follows (in thousands): | ||||||||||||||||||||||||
Reportable Segment | ||||||||||||||||||||||||
Laser | Medical | Precision | Total | |||||||||||||||||||||
Products | Technologies | Motion | ||||||||||||||||||||||
Goodwill | $ | 132,954 | $ | 82,730 | $ | 26,291 | $ | 241,975 | ||||||||||||||||
Accumulated impairment of goodwill | (102,461 | ) | (31,722 | ) | (17,046 | ) | (151,229 | ) | ||||||||||||||||
Total | $ | 30,493 | $ | 51,008 | $ | 9,245 | $ | 90,746 | ||||||||||||||||
Intangible Assets | ||||||||||||||||||||||||
Intangible assets as of April 3, 2015 and December 31, 2014, respectively, are summarized as follows (in thousands): | ||||||||||||||||||||||||
3-Apr-15 | 31-Dec-14 | |||||||||||||||||||||||
Gross Carrying | Accumulated | Net Carrying | Gross Carrying | Accumulated | Net Carrying | |||||||||||||||||||
Amount | Amortization | Amount | Amount | Amortization | Amount | |||||||||||||||||||
Amortizable intangible assets: | ||||||||||||||||||||||||
Patents and acquired technologies | $ | 80,538 | $ | (62,730 | ) | $ | 17,808 | $ | 78,253 | $ | (62,010 | ) | $ | 16,243 | ||||||||||
Customer relationships | 64,977 | (32,772 | ) | 32,205 | 63,029 | (31,531 | ) | 31,498 | ||||||||||||||||
Customer backlog | 2,447 | (1,901 | ) | 546 | 1,810 | (1,641 | ) | 169 | ||||||||||||||||
Non-compete covenant | 2,514 | (479 | ) | 2,035 | 1,830 | (366 | ) | 1,464 | ||||||||||||||||
Trademarks and trade names | 10,125 | (5,462 | ) | 4,663 | 10,205 | (5,364 | ) | 4,841 | ||||||||||||||||
Amortizable intangible assets | 160,601 | (103,344 | ) | 57,257 | 155,127 | (100,912 | ) | 54,215 | ||||||||||||||||
Non-amortizable intangible assets: | ||||||||||||||||||||||||
Trade names | 13,027 | — | 13,027 | 13,027 | — | 13,027 | ||||||||||||||||||
Totals | $ | 173,628 | $ | (103,344 | ) | $ | 70,284 | $ | 168,154 | $ | (100,912 | ) | $ | 67,242 | ||||||||||
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 and 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 | ||||||||||||||||||||||||
April 3, | March 28, | |||||||||||||||||||||||
2015 | 2014 | |||||||||||||||||||||||
Amortization expense – cost of sales | $ | 1,119 | $ | 1,301 | ||||||||||||||||||||
Amortization expense – operating expenses | 1,889 | 1,744 | ||||||||||||||||||||||
Total amortization expense | $ | 3,008 | $ | 3,045 | ||||||||||||||||||||
Estimated amortization expense for each of the five succeeding years and thereafter as of April 3, 2015 was as follows (in thousands): | ||||||||||||||||||||||||
Year Ending December 31, | Cost of Sales | Operating | Total | |||||||||||||||||||||
Expenses | ||||||||||||||||||||||||
2015 (remainder of year) | $ | 3,524 | $ | 5,552 | $ | 9,076 | ||||||||||||||||||
2016 | 3,550 | 7,253 | 10,803 | |||||||||||||||||||||
2017 | 3,229 | 6,632 | 9,861 | |||||||||||||||||||||
2018 | 1,754 | 5,998 | 7,752 | |||||||||||||||||||||
2019 | 1,487 | 4,008 | 5,495 | |||||||||||||||||||||
Thereafter | 4,264 | 10,006 | 14,270 | |||||||||||||||||||||
Total | $ | 17,808 | $ | 39,449 | $ | 57,257 | ||||||||||||||||||
Supplementary_Balance_Sheet_In
Supplementary Balance Sheet Information | 3 Months Ended | |||||||
Apr. 03, 2015 | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||||||||
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 | ||||||||
April 3, | December 31, | |||||||
2015 | 2014 | |||||||
Raw materials | $ | 37,444 | $ | 38,934 | ||||
Work-in-process | 10,293 | 9,899 | ||||||
Finished goods | 11,551 | 11,945 | ||||||
Demo and consigned inventory | 1,394 | 2,165 | ||||||
Total inventories | $ | 60,682 | $ | 62,943 | ||||
Accrued Expenses and Other Current Liabilities | ||||||||
April 3, | December 31, | |||||||
2015 | 2014 | |||||||
Accrued compensation and benefits | $ | 8,269 | $ | 7,741 | ||||
Accrued warranty | 2,825 | 3,044 | ||||||
Accrued professional services | 2,201 | 1,827 | ||||||
Other | 8,229 | 6,789 | ||||||
Total | $ | 21,524 | $ | 19,401 | ||||
Accrued Warranty | ||||||||
Three Months Ended | ||||||||
April 3, | March 28, | |||||||
2015 | 2014 | |||||||
Balance at beginning of the period | $ | 3,044 | $ | 3,315 | ||||
Provision charged to cost of sales | 429 | 481 | ||||||
Acquisition related warranty accrual | 94 | 90 | ||||||
Use of provision | (342 | ) | (571 | ) | ||||
Reclassification to liabilities held for sale | (376 | ) | — | |||||
Foreign currency exchange rate changes | (24 | ) | (5 | ) | ||||
Balance at end of period | $ | 2,825 | $ | 3,310 | ||||
Other Long Term Liabilities | ||||||||
April 3, | December 31, | |||||||
2015 | 2014 | |||||||
Capital lease obligations | $ | 9,458 | $ | 9,507 | ||||
Accrued pension liabilities | 5,409 | 6,037 | ||||||
Other | 3,828 | 3,275 | ||||||
Total | $ | 18,695 | $ | 18,819 | ||||
Debt
Debt | 3 Months Ended | |||||||
Apr. 03, 2015 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Debt | 9. Debt | |||||||
Debt consisted of the following (in thousands): | ||||||||
April 3, | December 31, | |||||||
2015 | 2014 | |||||||
Senior Credit Facilities – term loan | $ | 33,125 | $ | 35,000 | ||||
Senior Credit Facilities – revolving credit facility | 90,000 | 80,000 | ||||||
Total Senior Credit Facilities | $ | 123,125 | $ | 115,000 | ||||
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 $175.0 million, 5-year, revolving credit facility (collectively, the “Senior Credit Facilities”) that matures in December 2017. Quarterly installments due in the next twelve months under the term loan amount to $7.5 million and are classified as a current liability in the consolidated balance sheet. The increase in the revolving credit facility was related to additional borrowings to fund the Applimotion acquisition. | ||||||||
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 April 3, 2015. | ||||||||
Fair Value of Debt | ||||||||
As of April 3, 2015 and December 31, 2014, 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 | |||||||
Apr. 03, 2015 | ||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||||||||
Share-Based Compensation | 10. Share-Based Compensation | |||||||
The table below summarizes activities relating to restricted stock units issued and outstanding under the Company’s Amended and Restated 2010 Incentive Plan during the three months ended April 3, 2015: | ||||||||
Restricted | Weighted | |||||||
Stock Units | Average Grant | |||||||
(In thousands) | Date Fair Value | |||||||
Unvested at December 31, 2014 | 749 | $ | 10.8 | |||||
Granted | 287 | $ | 13.29 | |||||
Vested | (294 | ) | $ | 11.1 | ||||
Forfeited | (27 | ) | $ | 11.03 | ||||
Unvested at April 3, 2015 | 715 | $ | 11.67 | |||||
Expected to vest as of April 3, 2015 | 691 | |||||||
The total fair value of restricted stock units that vested during the three months ended April 3, 2015, based on the market price of the underlying stock on the date of vesting, was $3.7 million. | ||||||||
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 | ||||||||
April 3, | March 28, | |||||||
2015 | 2014 | |||||||
Selling, general and administrative | $ | 1,484 | $ | 1,356 | ||||
Research and development and engineering | 49 | 50 | ||||||
Cost of sales | 64 | 33 | ||||||
Restructuring, acquisition and divestiture related costs | (44 | ) | 46 | |||||
Total share-based compensation expense | $ | 1,553 | $ | 1,485 | ||||
The expense recorded during each of the three-month periods ended April 3, 2015 and March 28, 2014, respectively, included $0.5 million related to deferred stock units granted to the members of the Company’s Board of Directors, pursuant to the Company’s Amended and Restated 2010 Incentive Plan. The expense associated with the respective deferred stock units was recognized in full on the date of grant, as the deferred stock units were fully vested and non-forfeitable upon grant. | ||||||||
The Company acquired 100% of the outstanding stock of JADAK on March 14, 2014. In addition to the total purchase price, the Company granted restricted stock units in an aggregate of 180,000 shares to the former owner-managers of JADAK as employment inducement awards. These restricted stock units are performance based awards and will vest after two years if certain financial targets and service conditions have been achieved. As of December 31, 2014 and April 3, 2015 an aggregate of 45,000 shares, and 90,000 shares, respectively, were forfeited due to the departure of two former owner-managers of JADAK. |
Income_Taxes
Income Taxes | 3 Months Ended |
Apr. 03, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes |
The Company determines its estimated annual effective tax rate at the end of each interim period based on full-year forecasted pre-tax income and 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 27.0% in the determination of the estimated annual effective tax rate. | |
The Company’s effective tax rate on income from continuing operations of 34.3% for the three months ended April 3, 2015 differs from the Canadian statutory rate of 27.0% primarily due to the mix of income earned in jurisdictions with varying tax rates, losses in jurisdictions with a full valuation allowance, and the impact of discrete items for the period. The Company’s effective tax rate on income from continuing operations of 24.7% for the three months ended March 28, 2014 differs from the Canadian statutory rate primarily due to the mix of income earned in jurisdictions with varying tax rates, losses in jurisdictions with a full valuation allowance, and the impact of discrete items for the 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. | |
Restructuring_Acquisition_and_
Restructuring, Acquisition and Divestiture Related Costs | 3 Months Ended | |||||||||||||||||||
Apr. 03, 2015 | ||||||||||||||||||||
Restructuring And Related Activities [Abstract] | ||||||||||||||||||||
Restructuring, Acquisition and Divestiture Related costs | 12. Restructuring, Acquisition and Divestiture Related Costs | |||||||||||||||||||
The following table summarizes restructuring, acquisition and divestiture related costs in the accompanying consolidated statements of operations (in thousands): | ||||||||||||||||||||
Three Months Ended | ||||||||||||||||||||
April 3, | March 28, | |||||||||||||||||||
2015 | 2014 | |||||||||||||||||||
2011 restructuring | $ | 383 | $ | 28 | ||||||||||||||||
2015 restructuring | 1,370 | — | ||||||||||||||||||
Total restructuring charges | 1,753 | 28 | ||||||||||||||||||
Acquisition charges | 207 | 703 | ||||||||||||||||||
JADAK earn-out costs | (80 | ) | 87 | |||||||||||||||||
JK Lasers divestiture related charges | 557 | — | ||||||||||||||||||
Total acquisition and divestiture related charges | 684 | 790 | ||||||||||||||||||
Total restructuring, acquisition and divestiture related costs | $ | 2,437 | $ | 818 | ||||||||||||||||
2011 Restructuring | ||||||||||||||||||||
In November 2011, the Company announced a strategic initiative (“2011 restructuring”), which aimed to consolidate operations to reduce the Company’s cost structure and improve operational efficiency. As part of this initiative, the Company eliminated facilities through the consolidation of certain manufacturing, sales and distribution facilities and the exit of Semiconductor and Laser Systems businesses. The Company substantially completed the 2011 restructuring program by the end of 2013. Restructuring costs for the three months ended April 3, 2015 included facility costs of $0.4 million related to the Company’s vacant Orlando, Florida facility, which the Company owns and was previously occupied by the Laser Systems business. These costs were recorded in the Corporate, Shared Services and Unallocated segment. | ||||||||||||||||||||
2015 Restructuring | ||||||||||||||||||||
During the first quarter of 2015, the Company initiated a program to eliminate redundant costs, as a result of acquisition and divestiture activities, to better align our operations to our strategic growth plans, to further integrate our business lines, and as a consequence of our productivity initiatives. During the three months ended April 3, 2015, the Company incurred $1.3 million in severance costs related to the 2015 restructuring. Restructuring costs of $0.6 million, $0.4 million, $0.1 million and $0.3 million related to the Laser Products, Medical Technologies, Precision Motion and Corporate, Shared Services and Unallocated reportable segments, respectively. | ||||||||||||||||||||
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, 2014 | $ | 231 | $ | 102 | $ | 105 | $ | — | $ | 24 | ||||||||||
Restructuring charges | 1,753 | 1,328 | 58 | 332 | 35 | |||||||||||||||
Cash payments | (542 | ) | (366 | ) | (130 | ) | — | (46 | ) | |||||||||||
Non-cash write-offs and other adjustments | (328 | ) | 4 | — | (332 | ) | — | |||||||||||||
Balance at April 3, 2015 | $ | 1,114 | $ | 1,068 | $ | 33 | $ | — | $ | 13 | ||||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Apr. 03, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 13. Commitments and Contingencies |
Leases | |
The Company leases certain equipment and facilities under operating and capital lease agreements. There have been no material changes to the Company’s leases through April 3, 2015 from those discussed in Note 15 to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. | |
Purchase Commitments | |
There have been no material changes to the Company’s purchase commitments from those discussed in Note 15 to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. | |
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 a party to indemnification agreements 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 | |||||||
Apr. 03, 2015 | ||||||||
Segment Reporting [Abstract] | ||||||||
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 reports assets on a consolidated basis to the chief operating decision maker, which is the Chief Executive Officer. 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, associated management structure, and management compensation programs. | ||||||||
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 | ||||||||
The 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 segment sells these products both directly, utilizing a highly technical sales force, and indirectly, through resellers and distributors. | ||||||||
Medical Technologies | ||||||||
The 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 | ||||||||
The Precision Motion segment designs, manufactures and markets optical encoders, precision motor and motion control technology, air bearing spindles and precision machined components to customers worldwide. The vast majority of the segment’s product offerings are sold into the 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, operating income (loss) from continuing operations, and depreciation and amortization by reportable segments are as follows (in thousands): | ||||||||
Three Months Ended | ||||||||
April 3, | March 28, | |||||||
2015 | 2014 | |||||||
Sales | ||||||||
Laser Products | $ | 44,955 | $ | 41,860 | ||||
Medical Technologies | 31,111 | 22,367 | ||||||
Precision Motion | 18,548 | 14,906 | ||||||
Total | $ | 94,614 | $ | 79,133 | ||||
Three Months Ended | ||||||||
April 3, | March 28, | |||||||
2015 | 2014 | |||||||
Gross Profit | ||||||||
Laser Products | $ | 19,375 | $ | 17,013 | ||||
Medical Technologies | 12,513 | 8,889 | ||||||
Precision Motion | 8,465 | 6,416 | ||||||
Corporate, Shared Services and Unallocated | (347 | ) | (213 | ) | ||||
Total | $ | 40,006 | $ | 32,105 | ||||
Three Months Ended | ||||||||
April 3, | March 28, | |||||||
2015 | 2014 | |||||||
Gross Profit Margin | ||||||||
Laser Products | 43.1 | % | 40.6 | % | ||||
Medical Technologies | 40.2 | % | 39.7 | % | ||||
Precision Motion | 45.6 | % | 43 | % | ||||
Total | 42.3 | % | 40.6 | % | ||||
Three Months Ended | ||||||||
April 3, | March 28, | |||||||
2015 | 2014 | |||||||
Operating Income (Loss) from Continuing Operations | ||||||||
Laser Products | $ | 8,395 | $ | 7,124 | ||||
Medical Technologies | (654 | ) | (117 | ) | ||||
Precision Motion | 4,137 | 2,643 | ||||||
Corporate, Shared Services and Unallocated | (6,481 | ) | (5,582 | ) | ||||
Total | $ | 5,397 | $ | 4,068 | ||||
Three Months Ended | ||||||||
April 3, | March 28, | |||||||
2015 | 2014 | |||||||
Depreciation and Amortization | ||||||||
Laser Products | $ | 1,582 | $ | 1,666 | ||||
Medical Technologies | 2,258 | 2,091 | ||||||
Precision Motion | 473 | 502 | ||||||
Corporate, Shared Services and Unallocated | 449 | 570 | ||||||
Total | $ | 4,762 | $ | 4,829 | ||||
Basis_of_Presentation_Policies
Basis of Presentation (Policies) | 3 Months Ended |
Apr. 03, 2015 | |
Accounting Policies [Abstract] | |
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. | |
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 that has (or will have) a major effect on an entity’s operations and financial results should be presented as discontinued operations. A strategic shift may include a disposal of a major line of business, a major equity method investment or a major part of an entity. Additionally, ASU 2014-08 requires expanded disclosures regarding discontinued operations. ASU 2014-08 is effective prospectively for reporting periods beginning after December 15, 2014. The Company adopted this pronouncement in January 2015. | |
Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement | |
In April 2015, the FASB issued ASU 2015-05, “Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement,” which provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. ASU 2015-05 will be effective for annual and interim reporting periods beginning after December 15, 2015, with early adoption permitted. Upon adoption, an entity may apply the new guidance either retrospectively or prospectively to all arrangements entered into or materially modified after the effective date. The Company is currently evaluating the impact of ASU 2015-05 on the Company’s consolidated financial statements. | |
Simplifying the Presentation of Debt Issuance Costs | |
In April 2015, the FASB issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs.” ASU 2015-03 requires debt issuance related costs to be presented in the balance sheet as a direct deduction from the carrying amount of the associated debt liability, consistent with the presentation of a debt discount. ASU 2015-03 will be effective on a retrospective basis for annual and interim reporting periods beginning after December 15, 2015, with early adoption permitted. The adoption of this amendment is not expected to have a material impact on the Company’s consolidated financial statements. | |
Revenue from Contracts with Customers | |
In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers”, which provides guidance for revenue recognition. ASU 2014-09 supersedes the revenue recognition requirements in Accounting Standards Codification (“ASC”) 605, “Revenue Recognition,” and requires entities to recognize revenue in a way that depicts the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 will be effective for annual and interim reporting periods beginning after December 15, 2016. Early adoption is not permitted. Upon adoption, an entity may apply the new guidance either retrospectively to each prior reporting period presented or retrospectively only to customer contracts not yet completed as of the date of adoption with the cumulative effect of initially applying the standard recognized in beginning retained earnings at the date of the initial application. In April 2015, the FASB proposed a deferral, which is not yet effective, of the effective date of ASU 2014-09 and permitted early adoption. The proposed deferral would result in ASU 2014-09 being effective for annual and interim reporting periods beginning after December 15, 2017. The Company is currently evaluating the impact of the new standard on the Company’s financial statements. | |
Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern | |
In August 2014, the FASB issued ASU 2014-15, "Presentation of Financial Statements - Going Concern (Subtopic 205-40)," which requires management to assess a company’s ability to continue as a going concern and to provide related footnote disclosures in certain circumstances. ASU 2014-15 will be effective for annual reporting periods ending after December 15, 2016. Early application is permitted. The Company does not expect the adoption of ASU 2014-15 to have an impact on the Company’s financial statements. | |
Business_Combinations_Tables
Business Combinations (Tables) (Applimotion Inc.) | 3 Months Ended | |||||
Apr. 03, 2015 | ||||||
Applimotion Inc. | ||||||
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 | $ | 317 | ||||
Accounts receivable | 1,821 | |||||
Inventory | 2,041 | |||||
Prepaid expenses and other current assets | 89 | |||||
Property and equipment | 308 | |||||
Intangible assets | 6,071 | |||||
Goodwill | 7,553 | |||||
Total assets acquired | 18,200 | |||||
Accounts payable | 964 | |||||
Other liabilities | 717 | |||||
Deferred tax liabilities | 2,248 | |||||
Total liabilities assumed | 3,929 | |||||
Total assets acquired and liabilities assumed | 14,271 | |||||
Less: cash acquired | 317 | |||||
Plus: working capital adjustment | 863 | |||||
Total purchase price, net of cash acquired | 14,817 | |||||
Less: contingent consideration | 965 | |||||
Net cash used for acquisition of business | $ | 13,852 | ||||
Fair Value of Intangible Assets | The preliminary fair value of intangible assets is comprised of the following (dollar amounts in thousands): | |||||
Weighted Average | ||||||
Estimated Fair | Amortization | |||||
Value | Period | |||||
Developed technology | $ | 2,684 | 10 years | |||
Customer relationships | 2,066 | 10 years | ||||
Non-compete covenant | 684 | 4 years | ||||
Backlog | 637 | 1 year | ||||
Total | $ | 6,071 | ||||
Assets_Held_for_Sale_and_Disco1
Assets Held for Sale and Discontinued Operations (Tables) | 3 Months Ended | |||||||
Apr. 03, 2015 | ||||||||
Assets Held For Sale And Discontinued Operations [Abstract] | ||||||||
Components of Assets and Liabilities Held for Sale and Operating Results of Discontinued Operations | The major components of the assets and liabilities held for sale as of April 3, 2015 and December 31, 2014, respectively, were as follows (in thousands): | |||||||
April 3, | December 31, | |||||||
2015 | 2014 | |||||||
Accounts receivable, net | $ | 4,268 | $ | 95 | ||||
Inventories | 6,936 | 161 | ||||||
Prepaid and other current assets | 452 | 8 | ||||||
Other assets | 1,926 | 367 | ||||||
Assets held for sale | $ | 13,582 | $ | 631 | ||||
Accounts payable | $ | 1,522 | $ | 16 | ||||
Accrued expenses and other current liabilities | 1,198 | 74 | ||||||
Other liabilities | 234 | 234 | ||||||
Liabilities held for sale | $ | 2,954 | $ | 324 | ||||
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 | ||||||||
Sales from discontinued operations | $ | 4,016 | ||||||
Operating loss from discontinued operations, before income tax | $ | (2,851 | ) | |||||
Operating loss from discontinued operations, net of tax | $ | (1,866 | ) | |||||
Accumulated_Other_Comprehensiv1
Accumulated Other Comprehensive Income (Loss) (Tables) | 3 Months Ended | |||||||||||
Apr. 03, 2015 | ||||||||||||
Equity [Abstract] | ||||||||||||
Components of Accumulated Other Comprehensive Income (Loss) | Changes in accumulated other comprehensive income (loss) was as follows (in thousands): | |||||||||||
Total accumulated | ||||||||||||
other | Foreign currency | |||||||||||
comprehensive | translation | Pension | ||||||||||
income (loss) | adjustments | liability | ||||||||||
Balance at December 31, 2014 | $ | (16,456 | ) | $ | (5,615 | ) | $ | (10,841 | ) | |||
Other comprehensive income (loss) | (3,994 | ) | (4,506 | ) | 512 | |||||||
Amounts reclassified from other comprehensive income (loss) (1) | 217 | — | 217 | |||||||||
Balance at April 3, 2015 | $ | (20,233 | ) | $ | (10,121 | ) | $ | (10,112 | ) | |||
-1 | The amounts reclassified from other comprehensive income (loss) were included in selling, general and administrative expenses in the consolidated statements of operations. |
Earnings_per_Share_Tables
Earnings per Share (Tables) | 3 Months Ended | |||||||
Apr. 03, 2015 | ||||||||
Earnings Per Share [Abstract] | ||||||||
Computation of Basic and Diluted Earnings 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 | ||||||||
April 3, | March 28, | |||||||
2015 | 2014 | |||||||
Numerators: | ||||||||
Income from continuing operations | $ | 3,446 | $ | 2,856 | ||||
Consolidated loss from discontinued operations | — | (1,866 | ) | |||||
Less: Income attributable to noncontrolling interest | — | (7 | ) | |||||
Loss from discontinued operations attributable to GSI Group Inc. | — | (1,873 | ) | |||||
Net income attributable to GSI Group Inc. | $ | 3,446 | $ | 983 | ||||
Denominators: | ||||||||
Weighted average common shares outstanding— basic | 34,506 | 34,227 | ||||||
Dilutive potential common shares | 493 | 442 | ||||||
Weighted average common shares outstanding— diluted | 34,999 | 34,669 | ||||||
Antidilutive common shares excluded from above | — | 87 | ||||||
Basic Earnings (Loss) per Common Share: | ||||||||
From continuing operations | $ | 0.1 | $ | 0.08 | ||||
From discontinued operations | $ | — | $ | (0.05 | ) | |||
Basic earnings per share attributable to GSI Group Inc. | $ | 0.1 | $ | 0.03 | ||||
Diluted Earnings (Loss) per Common Share: | ||||||||
From continuing operations | $ | 0.1 | $ | 0.08 | ||||
From discontinued operations | $ | — | $ | (0.05 | ) | |||
Diluted earnings per share attributable to GSI Group Inc. | $ | 0.1 | $ | 0.03 | ||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 3 Months Ended | |||||||||||||||
Apr. 03, 2015 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||
Fair Values of Financial Assets and Liabilities | The following table summarizes the fair values of our financial assets and liabilities as of April 3, 2015 (in thousands): | |||||||||||||||
Quoted Prices in | Significant Other | |||||||||||||||
Active Markets for | Significant Other | Unobservable | ||||||||||||||
Identical Assets | Observable Inputs | Inputs | ||||||||||||||
Fair Value | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
Assets | ||||||||||||||||
Cash equivalents | $ | 722 | $ | 722 | $ | — | $ | — | ||||||||
Total Assets | $ | 722 | $ | 722 | $ | — | $ | — | ||||||||
Liabilities | ||||||||||||||||
Contingent consideration | $ | 965 | $ | — | $ | — | $ | 965 | ||||||||
Total Liabilities | $ | 965 | $ | — | $ | — | $ | 965 | ||||||||
The following table summarizes the fair values of our financial assets as of December 31, 2014 (in thousands): |
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 3 Months Ended | |||||||||||||||||||||||
Apr. 03, 2015 | ||||||||||||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ||||||||||||||||||||||||
Summary of Changes in Goodwill | The following table summarizes changes in goodwill during the three months ended April 3, 2015 (in thousands): | |||||||||||||||||||||||
Balance at beginning of the period | $ | 90,746 | ||||||||||||||||||||||
Goodwill acquired from the Applimotion acquisition | 7,553 | |||||||||||||||||||||||
Balance at end of the period | $ | 98,299 | ||||||||||||||||||||||
Goodwill by Reportable Segment | Goodwill by reportable segment as of April 3, 2015 was as follows (in thousands): | |||||||||||||||||||||||
Reportable Segment | ||||||||||||||||||||||||
Laser | Medical | Precision | Total | |||||||||||||||||||||
Products | Technologies | Motion | ||||||||||||||||||||||
Goodwill | $ | 132,954 | $ | 82,730 | $ | 33,844 | $ | 249,528 | ||||||||||||||||
Accumulated impairment of goodwill | (102,461 | ) | (31,722 | ) | (17,046 | ) | (151,229 | ) | ||||||||||||||||
Total | $ | 30,493 | $ | 51,008 | $ | 16,798 | $ | 98,299 | ||||||||||||||||
Goodwill by reportable segment as of December 31, 2014 was as follows (in thousands): | ||||||||||||||||||||||||
Reportable Segment | ||||||||||||||||||||||||
Laser | Medical | Precision | Total | |||||||||||||||||||||
Products | Technologies | Motion | ||||||||||||||||||||||
Goodwill | $ | 132,954 | $ | 82,730 | $ | 26,291 | $ | 241,975 | ||||||||||||||||
Accumulated impairment of goodwill | (102,461 | ) | (31,722 | ) | (17,046 | ) | (151,229 | ) | ||||||||||||||||
Total | $ | 30,493 | $ | 51,008 | $ | 9,245 | $ | 90,746 | ||||||||||||||||
Intangible Assets | Intangible assets as of April 3, 2015 and December 31, 2014, respectively, are summarized as follows (in thousands): | |||||||||||||||||||||||
3-Apr-15 | 31-Dec-14 | |||||||||||||||||||||||
Gross Carrying | Accumulated | Net Carrying | Gross Carrying | Accumulated | Net Carrying | |||||||||||||||||||
Amount | Amortization | Amount | Amount | Amortization | Amount | |||||||||||||||||||
Amortizable intangible assets: | ||||||||||||||||||||||||
Patents and acquired technologies | $ | 80,538 | $ | (62,730 | ) | $ | 17,808 | $ | 78,253 | $ | (62,010 | ) | $ | 16,243 | ||||||||||
Customer relationships | 64,977 | (32,772 | ) | 32,205 | 63,029 | (31,531 | ) | 31,498 | ||||||||||||||||
Customer backlog | 2,447 | (1,901 | ) | 546 | 1,810 | (1,641 | ) | 169 | ||||||||||||||||
Non-compete covenant | 2,514 | (479 | ) | 2,035 | 1,830 | (366 | ) | 1,464 | ||||||||||||||||
Trademarks and trade names | 10,125 | (5,462 | ) | 4,663 | 10,205 | (5,364 | ) | 4,841 | ||||||||||||||||
Amortizable intangible assets | 160,601 | (103,344 | ) | 57,257 | 155,127 | (100,912 | ) | 54,215 | ||||||||||||||||
Non-amortizable intangible assets: | ||||||||||||||||||||||||
Trade names | 13,027 | — | 13,027 | 13,027 | — | 13,027 | ||||||||||||||||||
Totals | $ | 173,628 | $ | (103,344 | ) | $ | 70,284 | $ | 168,154 | $ | (100,912 | ) | $ | 67,242 | ||||||||||
Amortization Expense of Intangible Assets | Amortization expense is as follows (in thousands): | |||||||||||||||||||||||
Three Months Ended | ||||||||||||||||||||||||
April 3, | March 28, | |||||||||||||||||||||||
2015 | 2014 | |||||||||||||||||||||||
Amortization expense – cost of sales | $ | 1,119 | $ | 1,301 | ||||||||||||||||||||
Amortization expense – operating expenses | 1,889 | 1,744 | ||||||||||||||||||||||
Total amortization expense | $ | 3,008 | $ | 3,045 | ||||||||||||||||||||
Estimated Amortization Expense | Estimated amortization expense for each of the five succeeding years and thereafter as of April 3, 2015 was as follows (in thousands): | |||||||||||||||||||||||
Year Ending December 31, | Cost of Sales | Operating | Total | |||||||||||||||||||||
Expenses | ||||||||||||||||||||||||
2015 (remainder of year) | $ | 3,524 | $ | 5,552 | $ | 9,076 | ||||||||||||||||||
2016 | 3,550 | 7,253 | 10,803 | |||||||||||||||||||||
2017 | 3,229 | 6,632 | 9,861 | |||||||||||||||||||||
2018 | 1,754 | 5,998 | 7,752 | |||||||||||||||||||||
2019 | 1,487 | 4,008 | 5,495 | |||||||||||||||||||||
Thereafter | 4,264 | 10,006 | 14,270 | |||||||||||||||||||||
Total | $ | 17,808 | $ | 39,449 | $ | 57,257 | ||||||||||||||||||
Supplementary_Balance_Sheet_In1
Supplementary Balance Sheet Information (Tables) | 3 Months Ended | |||||||
Apr. 03, 2015 | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||||||||
Inventories | Inventories | |||||||
April 3, | December 31, | |||||||
2015 | 2014 | |||||||
Raw materials | $ | 37,444 | $ | 38,934 | ||||
Work-in-process | 10,293 | 9,899 | ||||||
Finished goods | 11,551 | 11,945 | ||||||
Demo and consigned inventory | 1,394 | 2,165 | ||||||
Total inventories | $ | 60,682 | $ | 62,943 | ||||
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities | |||||||
April 3, | December 31, | |||||||
2015 | 2014 | |||||||
Accrued compensation and benefits | $ | 8,269 | $ | 7,741 | ||||
Accrued warranty | 2,825 | 3,044 | ||||||
Accrued professional services | 2,201 | 1,827 | ||||||
Other | 8,229 | 6,789 | ||||||
Total | $ | 21,524 | $ | 19,401 | ||||
Accrued Warranty | Accrued Warranty | |||||||
Three Months Ended | ||||||||
April 3, | March 28, | |||||||
2015 | 2014 | |||||||
Balance at beginning of the period | $ | 3,044 | $ | 3,315 | ||||
Provision charged to cost of sales | 429 | 481 | ||||||
Acquisition related warranty accrual | 94 | 90 | ||||||
Use of provision | (342 | ) | (571 | ) | ||||
Reclassification to liabilities held for sale | (376 | ) | — | |||||
Foreign currency exchange rate changes | (24 | ) | (5 | ) | ||||
Balance at end of period | $ | 2,825 | $ | 3,310 | ||||
Summary of Other Long Term Liabilities | Other Long Term Liabilities | |||||||
April 3, | December 31, | |||||||
2015 | 2014 | |||||||
Capital lease obligations | $ | 9,458 | $ | 9,507 | ||||
Accrued pension liabilities | 5,409 | 6,037 | ||||||
Other | 3,828 | 3,275 | ||||||
Total | $ | 18,695 | $ | 18,819 | ||||
Debt_Tables
Debt (Tables) | 3 Months Ended | |||||||
Apr. 03, 2015 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Debt | Debt consisted of the following (in thousands): | |||||||
April 3, | December 31, | |||||||
2015 | 2014 | |||||||
Senior Credit Facilities – term loan | $ | 33,125 | $ | 35,000 | ||||
Senior Credit Facilities – revolving credit facility | 90,000 | 80,000 | ||||||
Total Senior Credit Facilities | $ | 123,125 | $ | 115,000 | ||||
ShareBased_Compensation_Tables
Share-Based Compensation (Tables) | 3 Months Ended | |||||||
Apr. 03, 2015 | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
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 | ||||||||
April 3, | March 28, | |||||||
2015 | 2014 | |||||||
Selling, general and administrative | $ | 1,484 | $ | 1,356 | ||||
Research and development and engineering | 49 | 50 | ||||||
Cost of sales | 64 | 33 | ||||||
Restructuring, acquisition and divestiture related costs | (44 | ) | 46 | |||||
Total share-based compensation expense | $ | 1,553 | $ | 1,485 | ||||
2010 Incentive Award Plan | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Restricted Stock Issued and Outstanding | The table below summarizes activities relating to restricted stock units issued and outstanding under the Company’s Amended and Restated 2010 Incentive Plan during the three months ended April 3, 2015: | |||||||
Restricted | Weighted | |||||||
Stock Units | Average Grant | |||||||
(In thousands) | Date Fair Value | |||||||
Unvested at December 31, 2014 | 749 | $ | 10.8 | |||||
Granted | 287 | $ | 13.29 | |||||
Vested | (294 | ) | $ | 11.1 | ||||
Forfeited | (27 | ) | $ | 11.03 | ||||
Unvested at April 3, 2015 | 715 | $ | 11.67 | |||||
Expected to vest as of April 3, 2015 | 691 | |||||||
Restructuring_Acquisition_and_1
Restructuring, Acquisition and Divestiture Related Costs (Tables) | 3 Months Ended | |||||||||||||||||||
Apr. 03, 2015 | ||||||||||||||||||||
Restructuring And Related Activities [Abstract] | ||||||||||||||||||||
Schedule Of Restructuring And Related Cost | The following table summarizes restructuring, acquisition and divestiture related costs in the accompanying consolidated statements of operations (in thousands): | |||||||||||||||||||
Three Months Ended | ||||||||||||||||||||
April 3, | March 28, | |||||||||||||||||||
2015 | 2014 | |||||||||||||||||||
2011 restructuring | $ | 383 | $ | 28 | ||||||||||||||||
2015 restructuring | 1,370 | — | ||||||||||||||||||
Total restructuring charges | 1,753 | 28 | ||||||||||||||||||
Acquisition charges | 207 | 703 | ||||||||||||||||||
JADAK earn-out costs | (80 | ) | 87 | |||||||||||||||||
JK Lasers divestiture related charges | 557 | — | ||||||||||||||||||
Total acquisition and divestiture related charges | 684 | 790 | ||||||||||||||||||
Total restructuring, acquisition and divestiture related costs | $ | 2,437 | $ | 818 | ||||||||||||||||
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, 2014 | $ | 231 | $ | 102 | $ | 105 | $ | — | $ | 24 | ||||||||||
Restructuring charges | 1,753 | 1,328 | 58 | 332 | 35 | |||||||||||||||
Cash payments | (542 | ) | (366 | ) | (130 | ) | — | (46 | ) | |||||||||||
Non-cash write-offs and other adjustments | (328 | ) | 4 | — | (332 | ) | — | |||||||||||||
Balance at April 3, 2015 | $ | 1,114 | $ | 1,068 | $ | 33 | $ | — | $ | 13 | ||||||||||
Segment_Information_Tables
Segment Information (Tables) | 3 Months Ended | |||||||
Apr. 03, 2015 | ||||||||
Segment Reporting [Abstract] | ||||||||
Sales, Gross Profit, Gross Profit Margin, Operating Income (Loss) from Continuing Operations, and Depreciation and Amortization by Reportable Segments | Sales, gross profit, gross profit margin, operating income (loss) from continuing operations, and depreciation and amortization by reportable segments are as follows (in thousands): | |||||||
Three Months Ended | ||||||||
April 3, | March 28, | |||||||
2015 | 2014 | |||||||
Sales | ||||||||
Laser Products | $ | 44,955 | $ | 41,860 | ||||
Medical Technologies | 31,111 | 22,367 | ||||||
Precision Motion | 18,548 | 14,906 | ||||||
Total | $ | 94,614 | $ | 79,133 | ||||
Three Months Ended | ||||||||
April 3, | March 28, | |||||||
2015 | 2014 | |||||||
Gross Profit | ||||||||
Laser Products | $ | 19,375 | $ | 17,013 | ||||
Medical Technologies | 12,513 | 8,889 | ||||||
Precision Motion | 8,465 | 6,416 | ||||||
Corporate, Shared Services and Unallocated | (347 | ) | (213 | ) | ||||
Total | $ | 40,006 | $ | 32,105 | ||||
Three Months Ended | ||||||||
April 3, | March 28, | |||||||
2015 | 2014 | |||||||
Gross Profit Margin | ||||||||
Laser Products | 43.1 | % | 40.6 | % | ||||
Medical Technologies | 40.2 | % | 39.7 | % | ||||
Precision Motion | 45.6 | % | 43 | % | ||||
Total | 42.3 | % | 40.6 | % | ||||
Three Months Ended | ||||||||
April 3, | March 28, | |||||||
2015 | 2014 | |||||||
Operating Income (Loss) from Continuing Operations | ||||||||
Laser Products | $ | 8,395 | $ | 7,124 | ||||
Medical Technologies | (654 | ) | (117 | ) | ||||
Precision Motion | 4,137 | 2,643 | ||||||
Corporate, Shared Services and Unallocated | (6,481 | ) | (5,582 | ) | ||||
Total | $ | 5,397 | $ | 4,068 | ||||
Three Months Ended | ||||||||
April 3, | March 28, | |||||||
2015 | 2014 | |||||||
Depreciation and Amortization | ||||||||
Laser Products | $ | 1,582 | $ | 1,666 | ||||
Medical Technologies | 2,258 | 2,091 | ||||||
Precision Motion | 473 | 502 | ||||||
Corporate, Shared Services and Unallocated | 449 | 570 | ||||||
Total | $ | 4,762 | $ | 4,829 | ||||
Basis_of_Presentation_Addition
Basis of Presentation - Additional information (Details) | 3 Months Ended |
Apr. 03, 2015 | |
Basis Of Presentation [Line Items] | |
Equity method investment ownership percentage on Laser Quantum | 41.00% |
Ownership in joint venture, Excel Laser Technology Private Limited | |
Basis Of Presentation [Line Items] | |
Minority interest ownership percentage | 50.00% |
Business_Combinations_Addition
Business Combinations - Additional Information (Details) (USD $) | 3 Months Ended | 0 Months Ended | ||
Apr. 03, 2015 | Mar. 28, 2014 | Feb. 19, 2015 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | ||||
Cash paid upon closing of the acquisition | $13,852,000 | $92,360,000 | ||
Goodwill | 98,299,000 | 90,746,000 | ||
Applimotion Inc. | ||||
Business Acquisition [Line Items] | ||||
Membership interests acquired | 100.00% | |||
Total purchase price | 14,817,000 | |||
Cash paid upon closing of the acquisition | 13,852,000 | |||
Future contingent consideration | 965,000 | |||
Undiscounted range of outcomes, minimum | 0 | |||
Undiscounted range of outcomes, maximum | 4,000,000 | |||
Recognized acquisition costs | 200,000 | |||
Working capital adjustment | 900,000 | 863,000 | ||
Goodwill | 7,553,000 | |||
Intangible assets | 6,071,000 | |||
Goodwill and intangible assets expected to be deductible for tax purposes | $0 | |||
Applimotion Inc. | Maximum | ||||
Business Acquisition [Line Items] | ||||
Estimates and assumptions, measurement period | 1 year |
Summary_of_Fair_Values_of_Asse
Summary of Fair Values of Assets Acquired and Liabilities Assumed Purchase Price Allocation (Details) (USD $) | 0 Months Ended | 3 Months Ended | |
In Thousands, unless otherwise specified | Feb. 19, 2015 | Apr. 03, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | |||
Goodwill | $98,299 | $90,746 | |
Applimotion Inc. | |||
Business Acquisition [Line Items] | |||
Cash | 317 | ||
Accounts receivable | 1,821 | ||
Inventory | 2,041 | ||
Prepaid expenses and other current assets | 89 | ||
Property and equipment | 308 | ||
Intangible assets | 6,071 | ||
Goodwill | 7,553 | ||
Total assets acquired | 18,200 | ||
Accounts payable | 964 | ||
Other liabilities | 717 | ||
Deferred tax liabilities | 2,248 | ||
Total liabilities assumed | 3,929 | ||
Total assets acquired and liabilities assumed | 14,271 | ||
Less: cash acquired | 317 | ||
Plus: working capital adjustment | 863 | 900 | |
Total purchase price, net of cash acquired | 14,817 | ||
Less: contingent consideration | 965 | ||
Net cash used for acquisition of business | $13,852 |
Fair_Value_of_Intangible_Asset
Fair Value of Intangible Assets (Details) (Applimotion Inc., USD $) | 0 Months Ended |
In Thousands, unless otherwise specified | Feb. 19, 2015 |
Acquired Finite Lived Intangible Assets [Line Items] | |
Intangible assets | $6,071 |
Developed Technology | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Intangible assets | 2,684 |
Amortization Period of intangible assets | 10 years |
Customer Relationships | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Intangible assets | 2,066 |
Amortization Period of intangible assets | 10 years |
Non-compete Covenant | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Intangible assets | 684 |
Amortization Period of intangible assets | 4 years |
Backlog | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Intangible assets | $637 |
Amortization Period of intangible assets | 1 year |
Assets_Held_for_Sale_and_Disco2
Assets Held for Sale and Discontinued Operations - Additional Information (Details) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | |
In Millions, unless otherwise specified | Apr. 15, 2015 | Jul. 31, 2014 | Apr. 03, 2015 | Mar. 28, 2014 |
JK Lasers Business | Subsequent Event | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Sale of assets and liabilities | $31.40 | |||
Scientific Lasers Business | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Sale of assets and liabilities | 6.5 | |||
Sale proceeds held in escrow | 1.5 | |||
Sale proceeds held in escrow, Period | 2016-01 | |||
Discontinued operations write-down value | $1.60 |
Components_of_Assets_and_Liabi
Components of Assets and Liabilities (Details) (USD $) | Apr. 03, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Discontinued Operations And Disposal Groups [Abstract] | ||
Accounts receivable, net | $4,268 | $95 |
Inventories | 6,936 | 161 |
Prepaid and other current assets | 452 | 8 |
Other assets | 1,926 | 367 |
Assets held for sale | 13,582 | 631 |
Accounts payable | 1,522 | 16 |
Accrued expenses and other current liabilities | 1,198 | 74 |
Other liabilities | 234 | 234 |
Liabilities held for sale | $2,954 | $324 |
Operating_Results_Historically
Operating Results Historically Included Segment (Details) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 28, 2014 |
Discontinued Operations And Disposal Groups [Abstract] | |
Sales from discontinued operations | $4,016 |
Operating loss from discontinued operations, before income tax | -2,851 |
Operating loss from discontinued operations, net of tax | ($1,866) |
Accumulated_Other_Comprehensiv2
Accumulated Other Comprehensive Income (Loss) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Apr. 03, 2015 | |
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Beginning Balance | ($16,456) | |
Other comprehensive income (loss) | -3,994 | |
Amounts reclassified from other comprehensive income (loss) | 217 | [1] |
Ending Balance | -20,233 | |
Foreign currency translation adjustments | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Beginning Balance | -5,615 | |
Other comprehensive income (loss) | -4,506 | |
Ending Balance | -10,121 | |
Pension liability | ||
Accumulated Other Comprehensive Income Loss [Line Items] | ||
Beginning Balance | -10,841 | |
Other comprehensive income (loss) | 512 | |
Amounts reclassified from other comprehensive income (loss) | 217 | [1] |
Ending Balance | ($10,112) | |
[1] | The amounts reclassified from other comprehensive income (loss) were included in selling, general and administrative expenses in the consolidated statements of operations. |
Computation_of_Basic_and_Dilut
Computation of Basic and Diluted Earnings Per Share (Details) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Apr. 03, 2015 | Mar. 28, 2014 |
Numerators: | ||
Income from continuing operations | $3,446 | $2,856 |
Consolidated loss from discontinued operations | -1,866 | |
Less: Income attributable to noncontrolling interest | -7 | |
Loss from discontinued operations attributable to GSI Group Inc. | -1,873 | |
Net income attributable to GSI Group Inc. | $3,446 | $983 |
Denominators: | ||
Weighted average common shares outstanding—basic | 34,506 | 34,227 |
Dilutive potential common shares | 493 | 442 |
Weighted average common shares outstanding— diluted | 34,999 | 34,669 |
Antidilutive common shares excluded from above | 87 | |
Basic Earnings (Loss) per Common Share: | ||
From continuing operations | $0.10 | $0.08 |
From discontinued operations | ($0.05) | |
Basic earnings per share attributable to GSI Group Inc. | $0.10 | $0.03 |
Diluted Earnings (Loss) per Common Share: | ||
From continuing operations | $0.10 | $0.08 |
From discontinued operations | ($0.05) | |
Diluted earnings per share attributable to GSI Group Inc. | $0.10 | $0.03 |
Earnings_Per_Share_Additional_
Earnings Per Share - Additional Information (Details) (USD $) | 15 Months Ended | 3 Months Ended | |
In Millions, except Share data in Thousands, unless otherwise specified | Dec. 31, 2014 | Apr. 03, 2015 | Oct. 31, 2013 |
Computation Of Earnings Per Share Line Items | |||
Repurchase of common stock | $0.50 | ||
Capital Stock | |||
Computation Of Earnings Per Share Line Items | |||
Shares repurchased | 50 | 0 | |
Maximum | |||
Computation Of Earnings Per Share Line Items | |||
Outstanding common stock repurchase program authorized amount | $10 |
Fair_Values_of_Financial_Asset
Fair Values of Financial Assets and Liabilities (Details) (USD $) | Apr. 03, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Assets | ||
Cash equivalents | $722 | $2,255 |
Total Assets | 722 | |
Liabilities | ||
Contingent consideration | 965 | |
Total Liabilities | 965 | |
Fair Value, Inputs, Level 1 | ||
Assets | ||
Cash equivalents | 722 | 2,255 |
Total Assets | 722 | |
Fair Value, Inputs, Level 3 | ||
Liabilities | ||
Contingent consideration | 965 | |
Total Liabilities | $965 |
Fair_Value_Measurements_Additi
Fair Value Measurements - Additional Information (Details) | 3 Months Ended |
Apr. 03, 2015 | |
Installment | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Business combination, date of agreement | 19-Feb-15 |
Number of contingent consideration installments | 2 |
Minimum | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Date for achieving revenue target | 31-Dec-15 |
Contingent consideration payment year | 2017 |
Maximum | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Date for achieving revenue target | 31-Dec-17 |
Contingent consideration payment year | 2018 |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets - Additional Information (Details) (USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2014 |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Impairment Charge, Goodwill | $19.60 |
Summary_of_Changes_in_Goodwill
Summary of Changes in Goodwill (Details) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Apr. 03, 2015 |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Balance at beginning of the period | $90,746 |
Goodwill acquired from the Applimotion acquisition | 7,553 |
Balance at end of the period | $98,299 |
Goodwill_By_Reportable_Segment
Goodwill By Reportable Segment (Details) (USD $) | Apr. 03, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Goodwill [Line Items] | ||
Goodwill | $249,528 | $241,975 |
Accumulated impairment of goodwill | -151,229 | -151,229 |
Total | 98,299 | 90,746 |
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 | 82,730 | 82,730 |
Accumulated impairment of goodwill | -31,722 | -31,722 |
Total | 51,008 | 51,008 |
Precision Motion | ||
Goodwill [Line Items] | ||
Goodwill | 33,844 | 26,291 |
Accumulated impairment of goodwill | -17,046 | -17,046 |
Total | $16,798 | $9,245 |
Intangible_Assets_Details
Intangible Assets (Details) (USD $) | Apr. 03, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Schedule of Intangible Assets Disclosure [Line Items] | ||
Amortizable intangible assets, gross carrying amount | $160,601 | $155,127 |
Amortizable intangible assets, accumulated amortization | -103,344 | -100,912 |
Amortizable intangible assets, net carrying amount | 57,257 | 54,215 |
Non-amortizable intangible assets | 13,027 | 13,027 |
Gross carrying amount | 173,628 | 168,154 |
Net carrying amount | 70,284 | 67,242 |
Patents and acquired technology | ||
Schedule of Intangible Assets Disclosure [Line Items] | ||
Amortizable intangible assets, gross carrying amount | 80,538 | 78,253 |
Amortizable intangible assets, accumulated amortization | -62,730 | -62,010 |
Amortizable intangible assets, net carrying amount | 17,808 | 16,243 |
Customer Relationships | ||
Schedule of Intangible Assets Disclosure [Line Items] | ||
Amortizable intangible assets, gross carrying amount | 64,977 | 63,029 |
Amortizable intangible assets, accumulated amortization | -32,772 | -31,531 |
Amortizable intangible assets, net carrying amount | 32,205 | 31,498 |
Customer Backlog | ||
Schedule of Intangible Assets Disclosure [Line Items] | ||
Amortizable intangible assets, gross carrying amount | 2,447 | 1,810 |
Amortizable intangible assets, accumulated amortization | -1,901 | -1,641 |
Amortizable intangible assets, net carrying amount | 546 | 169 |
Non-compete Covenant | ||
Schedule of Intangible Assets Disclosure [Line Items] | ||
Amortizable intangible assets, gross carrying amount | 2,514 | 1,830 |
Amortizable intangible assets, accumulated amortization | -479 | -366 |
Amortizable intangible assets, net carrying amount | 2,035 | 1,464 |
Trademarks and Trade Names | ||
Schedule of Intangible Assets Disclosure [Line Items] | ||
Amortizable intangible assets, gross carrying amount | 10,125 | 10,205 |
Amortizable intangible assets, accumulated amortization | -5,462 | -5,364 |
Amortizable intangible assets, net carrying amount | $4,663 | $4,841 |
Amortization_Expense_of_Intang
Amortization Expense of Intangible Assets (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Apr. 03, 2015 | Mar. 28, 2014 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Amortization expense – cost of sales | $1,119 | $1,301 |
Amortization expense – operating expenses | 1,889 | 1,744 |
Total amortization expense | $3,008 | $3,045 |
Estimated_Amortization_Expense
Estimated Amortization Expense (Details) (USD $) | Apr. 03, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ||
2015 (remainder of year) | $9,076 | |
2016 | 10,803 | |
2017 | 9,861 | |
2018 | 7,752 | |
2019 | 5,495 | |
Thereafter | 14,270 | |
Amortizable intangible assets, net carrying amount | 57,257 | 54,215 |
Cost of Sales | ||
Finite-Lived Intangible Assets [Line Items] | ||
2015 (remainder of year) | 3,524 | |
2016 | 3,550 | |
2017 | 3,229 | |
2018 | 1,754 | |
2019 | 1,487 | |
Thereafter | 4,264 | |
Amortizable intangible assets, net carrying amount | 17,808 | |
Operating Expense | ||
Finite-Lived Intangible Assets [Line Items] | ||
2015 (remainder of year) | 5,552 | |
2016 | 7,253 | |
2017 | 6,632 | |
2018 | 5,998 | |
2019 | 4,008 | |
Thereafter | 10,006 | |
Amortizable intangible assets, net carrying amount | $39,449 |
Inventories_Details
Inventories (Details) (USD $) | Apr. 03, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ||
Raw materials | $37,444 | $38,934 |
Work-in-process | 10,293 | 9,899 |
Finished goods | 11,551 | 11,945 |
Demo and consigned inventory | 1,394 | 2,165 |
Total inventories | $60,682 | $62,943 |
Accrued_Expenses_and_Other_Cur
Accrued Expenses and Other Current Liabilities (Details) (USD $) | Apr. 03, 2015 | Dec. 31, 2014 | Mar. 28, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||||
Other Liabilities Disclosure [Abstract] | ||||
Accrued compensation and benefits | $8,269 | $7,741 | ||
Accrued warranty | 2,825 | 3,044 | 3,310 | 3,315 |
Accrued professional services | 2,201 | 1,827 | ||
Other | 8,229 | 6,789 | ||
Total | $21,524 | $19,401 |
Accrued_Warranty_Details
Accrued Warranty (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Apr. 03, 2015 | Mar. 28, 2014 |
Product Warranties Disclosures [Abstract] | ||
Balance at beginning of the period | $3,044 | $3,315 |
Provision charged to cost of sales | 429 | 481 |
Acquisition related warranty accrual | 94 | 90 |
Use of provision | -342 | -571 |
Reclassification to liabilities held for sale | -376 | |
Foreign currency exchange rate changes | -24 | -5 |
Balance at end of period | $2,825 | $3,310 |
Summary_of_Other_Long_Term_Lia
Summary of Other Long Term Liabilities (Details) (USD $) | Apr. 03, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Other Liabilities Noncurrent [Abstract] | ||
Capital lease obligations | $9,458 | $9,507 |
Accrued pension liabilities | 5,409 | 6,037 |
Other | 3,828 | 3,275 |
Total | $18,695 | $18,819 |
Debt_Details
Debt (Details) (USD $) | Apr. 03, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ||
Senior Credit Facilities | $123,125 | $115,000 |
Senior Credit Facilities | 115,625 | 107,500 |
Term Loans | ||
Debt Instrument [Line Items] | ||
Senior Credit Facilities | 33,125 | 35,000 |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Senior Credit Facilities | $90,000 | $80,000 |
Debt_Additional_Information_De
Debt - Additional Information (Details) (USD $) | 3 Months Ended | |
Apr. 03, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | ||
Quarterly installments payable on term loan | $1,900,000 | |
Current portion of long-term debt | 7,500,000 | 7,500,000 |
Revolving credit facility maturity year | 2017-12 | |
Term Loans | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | 50,000,000 | |
Debt instrument maturity period | 5 years | |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $175,000,000 | |
Debt instrument maturity period | 5 years |
Restricted_Stock_Units_Issued_
Restricted Stock Units Issued and Outstanding (Details) (2010 Incentive Award Plan, Restricted Stock Units (RSUs), USD $) | 3 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Apr. 03, 2015 |
2010 Incentive Award Plan | Restricted Stock Units (RSUs) | |
Restricted Stock Units | |
Unvested, Beginning Balance | 749 |
Granted | 287 |
Vested | -294 |
Forfeited | -27 |
Unvested, Ending Balance | 715 |
Expected to vest at end of period | 691 |
Weighted Average Grant Date Fair Value | |
Unvested, Beginning Balance | $10.80 |
Granted | $13.29 |
Vested | $11.10 |
Forfeited | $11.03 |
Unvested, Ending Balance | $11.67 |
ShareBased_Compensation_Additi
Share-Based Compensation - Additional Information (Details) (USD $) | 3 Months Ended | 0 Months Ended | 12 Months Ended | |
Apr. 03, 2015 | Mar. 28, 2014 | Mar. 14, 2014 | Dec. 31, 2014 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based compensation expense recognized | $1,553,000 | $1,485,000 | ||
JADAK Acquisition | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Membership interests acquired | 100.00% | |||
Restricted Stock Units (RSUs) | JADAK Acquisition | Management | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Restricted stock units issued | 180,000 | |||
Vesting period | 2 years | |||
Shares forfeited | 90,000 | 45,000 | ||
Number of owner managers | 2 | |||
Deferred Stock Units | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based compensation expense recognized | 500,000 | 500,000 | ||
2010 Incentive Award Plan | Restricted Stock Units (RSUs) | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total fair value of restricted stock vested | $3,700,000 | |||
Shares forfeited | 27,000 |
Share_Based_Compensation_Expen
Share Based Compensation Expense Recorded In Income from Continuing Operations in Statements of Operations (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Apr. 03, 2015 | Mar. 28, 2014 |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | $1,553 | $1,485 |
Selling, general and administrative | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | 1,484 | 1,356 |
Research and development and engineering | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | 49 | 50 |
Cost of Sales | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | 64 | 33 |
Restructuring, acquisition and divestiture related costs | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | ($44) | $46 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Details) | 3 Months Ended | |
Apr. 03, 2015 | Mar. 28, 2014 | |
Income Taxes [Line Items] | ||
Effective tax rate on income from operations | 34.30% | 24.70% |
CANADA | ||
Income Taxes [Line Items] | ||
Statutory tax rate | 27.00% |
Schedule_of_Restructuring_Acqu
Schedule of Restructuring, Acquisition and Divestiture Related Costs (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Apr. 03, 2015 | Mar. 28, 2014 |
Restructuring Cost And Reserve [Line Items] | ||
Restructuring charges | $1,753 | $28 |
Acquisition and divestiture related charges | 684 | 790 |
Restructuring, acquisition and divestiture related costs | 2,437 | 818 |
JADAK Acquisition | Earn-out Agreement | ||
Restructuring Cost And Reserve [Line Items] | ||
Recognized acquisition costs | -80 | 87 |
Acquisition Charges | ||
Restructuring Cost And Reserve [Line Items] | ||
Recognized acquisition costs | 207 | 703 |
2011 Restructuring | ||
Restructuring Cost And Reserve [Line Items] | ||
Restructuring charges | 383 | 28 |
2015 Restructuring | ||
Restructuring Cost And Reserve [Line Items] | ||
Restructuring charges | 1,370 | |
JK Laser Divesture Charges | ||
Restructuring Cost And Reserve [Line Items] | ||
JK Lasers divestiture related charges | $557 |
Restructuring_Acquisition_and_2
Restructuring, Acquisition and Divestiture Related Costs - Additional Information (Details) (USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Apr. 03, 2015 |
2011 Restructuring | |
Restructuring Cost And Reserve [Line Items] | |
Restructuring plan | In November 2011, the Company announced a strategic initiative (“2011 restructuringâ€), which aimed to consolidate operations to reduce the Company’s cost structure and improve operational efficiency. As part of this initiative, the Company eliminated facilities through the consolidation of certain manufacturing, sales and distribution facilities and the exit of Semiconductor and Laser Systems businesses. The Company substantially completed the 2011 restructuring program by the end of 2013. Restructuring costs for the three months ended April 3, 2015 included facility costs of $0.4 million related to the Company’s vacant Orlando, Florida facility, which the Company owns and was previously occupied by the Laser Systems business. These costs were recorded in the Corporate, Shared Services and Unallocated segment. |
Facility costs, Orlando, Florida facility | $0.40 |
2015 Restructuring | |
Restructuring Cost And Reserve [Line Items] | |
Restructuring plan | During the first quarter of 2015, the Company initiated a program to eliminate redundant costs, as a result of acquisition and divestiture activities, to better align our operations to our strategic growth plans, to further integrate our business lines, and as a consequence of our productivity initiatives. During the three months ended April 3, 2015, the Company incurred $1.3 million in severance costs related to the 2015 restructuring. Restructuring costs of $0.6 million, $0.4 million, $0.1 million and $0.3 million related to the Laser Products, Medical Technologies, Precision Motion and Corporate, Shared Services and Unallocated reportable segments, respectively. |
Severance costs | 1.3 |
2015 Restructuring | Medical Technologies | |
Restructuring Cost And Reserve [Line Items] | |
Restructuring Costs | 0.4 |
2015 Restructuring | Precision Motion | |
Restructuring Cost And Reserve [Line Items] | |
Restructuring Costs | 0.1 |
2015 Restructuring | Corporate, Shared Services and Unallocated | |
Restructuring Cost And Reserve [Line Items] | |
Restructuring Costs | 0.3 |
2015 Restructuring | Laser Products | |
Restructuring Cost And Reserve [Line Items] | |
Restructuring Costs | $0.60 |
Summary_of_Accrual_Activities_
Summary of Accrual Activities by Components Related to Company's Restructuring Charges (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Apr. 03, 2015 | Mar. 28, 2014 |
Restructuring Cost And Reserve [Line Items] | ||
Accrued expense beginning balance | $231 | |
Restructuring charges | 1,753 | 28 |
Cash payments | -542 | |
Non-cash write-offs and other adjustments | -328 | |
Accrued expense ending balance | 1,114 | |
Employee Severance | ||
Restructuring Cost And Reserve [Line Items] | ||
Accrued expense beginning balance | 102 | |
Restructuring charges | 1,328 | |
Cash payments | -366 | |
Non-cash write-offs and other adjustments | 4 | |
Accrued expense ending balance | 1,068 | |
Facility | ||
Restructuring Cost And Reserve [Line Items] | ||
Accrued expense beginning balance | 105 | |
Restructuring charges | 58 | |
Cash payments | -130 | |
Accrued expense ending balance | 33 | |
Depreciation | ||
Restructuring Cost And Reserve [Line Items] | ||
Restructuring charges | 332 | |
Non-cash write-offs and other adjustments | -332 | |
Other Restructuring Charges | ||
Restructuring Cost And Reserve [Line Items] | ||
Accrued expense beginning balance | 24 | |
Restructuring charges | 35 | |
Cash payments | -46 | |
Accrued expense ending balance | $13 |
Segment_Information_Additional
Segment Information - Additional Information (Details) | 3 Months Ended |
Apr. 03, 2015 | |
Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
Sales_Gross_Profit_and_Gross_P
Sales, Gross Profit and Gross Profit Margin by Reportable Segments (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Apr. 03, 2015 | Mar. 28, 2014 |
Segment Reporting Information [Line Items] | ||
Sales | $94,614 | $79,133 |
Gross Profit | 40,006 | 32,105 |
Gross profit margin percentage | 42.30% | 40.60% |
Laser Products | ||
Segment Reporting Information [Line Items] | ||
Sales | 44,955 | 41,860 |
Gross Profit | 19,375 | 17,013 |
Gross profit margin percentage | 43.10% | 40.60% |
Medical Technologies | ||
Segment Reporting Information [Line Items] | ||
Sales | 31,111 | 22,367 |
Gross Profit | 12,513 | 8,889 |
Gross profit margin percentage | 40.20% | 39.70% |
Precision Motion | ||
Segment Reporting Information [Line Items] | ||
Sales | 18,548 | 14,906 |
Gross Profit | 8,465 | 6,416 |
Gross profit margin percentage | 45.60% | 43.00% |
Corporate, Shared Services and Unallocated | ||
Segment Reporting Information [Line Items] | ||
Gross Profit | ($347) | ($213) |
Operating_Income_Loss_from_Con
Operating Income (Loss) from Continuing Operations by Reportable Segments (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Apr. 03, 2015 | Mar. 28, 2014 |
Operating Income (Loss) from Continuing Operations | ||
Operating Income (Loss) from Continuing Operations | $5,397 | $4,068 |
Laser Products | ||
Operating Income (Loss) from Continuing Operations | ||
Operating Income (Loss) from Continuing Operations | 8,395 | 7,124 |
Medical Technologies | ||
Operating Income (Loss) from Continuing Operations | ||
Operating Income (Loss) from Continuing Operations | -654 | -117 |
Precision Motion | ||
Operating Income (Loss) from Continuing Operations | ||
Operating Income (Loss) from Continuing Operations | 4,137 | 2,643 |
Corporate, Shared Services and Unallocated | ||
Operating Income (Loss) from Continuing Operations | ||
Operating Income (Loss) from Continuing Operations | ($6,481) | ($5,582) |
Depreciation_and_Amortization_
Depreciation and Amortization by Reportable Segments (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Apr. 03, 2015 | Mar. 28, 2014 |
Depreciation and Amortization | ||
Depreciation and Amortization | $4,762 | $4,829 |
Laser Products | ||
Depreciation and Amortization | ||
Depreciation and Amortization | 1,582 | 1,666 |
Medical Technologies | ||
Depreciation and Amortization | ||
Depreciation and Amortization | 2,258 | 2,091 |
Precision Motion | ||
Depreciation and Amortization | ||
Depreciation and Amortization | 473 | 502 |
Corporate, Shared Services and Unallocated | ||
Depreciation and Amortization | ||
Depreciation and Amortization | $449 | $570 |