Exhibit 99.1
For Immediate Release
VPG Reports Fiscal 2018 Fourth Quarter and Twelve Month Results
MALVERN, Pa. (February 20, 2019) - Vishay Precision Group, Inc. (NYSE: VPG), a leading producer of precision sensors and sensors-based systems, today announced its results for its fiscal 2018 fourth quarter and twelve fiscal months ended December 31, 2018.
Fourth Quarter Highlights:
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• | Growth in revenues to $77.0 million, up 10.9% year-over-year |
| |
• | Earnings were $0.25 per diluted share, compared to $0.33 reported last year |
| |
• | Adjusted diluted EPS* increased to $0.54 compared to prior year $0.39 |
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• | Operating margin for the quarter is 9.2%, as compared to 10.3% reported last year |
| |
• | Adjusted operating margin* for the quarter is 12.9%, as compared to 11.5% reported last year |
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• | Cash from operations was $17.4 million with free cash flow* of $12.8 million |
2018 Full Year Highlights:
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• | Growth in revenues to $299.8 million, up 17.9% year-over-year |
| |
• | Earnings increased to $1.75 per diluted share, compared to $1.07 reported last year |
| |
• | Adjusted diluted EPS* increased to $2.05 compared to prior year $1.14 |
| |
• | Operating margin for the year is 12.4%, as compared to 8.8% reported last year |
| |
• | Adjusted operating margin* for the year is 13.5% as compared to 9.7% reported last year |
| |
• | Cash from operations was $35.4 million with free cash flow* of $21.0 million |
Ziv Shoshani, Chief Executive Officer of VPG, commented, “Our continued focus on execution delivered solid revenues and net earnings for the fourth quarter and full year 2018. Free cash for the fourth quarter and full year 2018 was strong demonstrating good execution and cost discipline. We remain dedicated to delivering revenues, margins and net earnings to continue to enhance long-term shareholder value."
The Company's fourth fiscal quarter 2018 net earnings attributable to VPG stockholders were $3.4 million , or $0.25 per diluted share, compared to $4.5 million, or $0.33 per diluted share, in the fourth fiscal quarter of 2017. Foreign currency exchange rates for the fourth quarter of 2018 increased net income by $0.7 million, or $0.05 per diluted share, relative to the prior year period.
In the twelve fiscal months ended December 31, 2018, net earnings attributable to VPG stockholders grew to $23.6 million, or $1.75 per diluted share, compared to $14.3 million, or $1.07 per diluted share, in the twelve fiscal months ended December 31, 2017. Foreign currency exchange rates for the twelve fiscal months ended December 31, 2018 increased net income by $0.6 million or $0.05 per diluted share relative to the prior year period.
The fourth fiscal quarter 2018 adjusted net earnings attributable to VPG stockholders increased to $7.3 million, or $0.54 per diluted share, compared to adjusted net earnings attributable to VPG stockholders of $5.3 million, or $0.39 per diluted share, for the comparable prior year period.
In the twelve fiscal months ended December 31, 2018, adjusted net earnings attributable to VPG stockholders increased to $27.8 million, or $2.05 per diluted share, compared to adjusted net earnings attributable to VPG stockholders of $15.3 million, or $1.14 per diluted share, for the comparable prior year period. Included as an adjustment to net earnings attributable to VPG stockholders for the twelve fiscal months ended December 31, 2017, were net proceeds of $1.5 million related to a one time lease termination payment at the Company's Tianjin, People's Republic of China location.
Non-cash Impairment Charge
As a result of our regular review of goodwill and indefinite-lived intangible assets during the fourth quarter of each year, we recorded a $2.8 million pre-tax, non-cash impairment charge to reduce the carrying value of the goodwill and indefinite-lived intangible assets related to our Pacific Instruments
business, which is part of the Foil Technology Products reporting segment. This charge is preliminary and could change as it is finalized when we file our 2018 Form 10-K with the SEC.
Segments
Foil Technology Products segment revenues grew 22.9% to $36.7 million in the fourth fiscal quarter of 2018, up from $29.9 million in the fourth fiscal quarter of 2017; sequential revenue increased 2.3% from $35.9 million in the third quarter of 2018. The year-over-year increase in revenues was attributable to precision resistor products in all regions for distribution and EMS customers, primarily in the test and measurement and avionics, military and space markets. In addition, advance sensors products in Asia for OEM customers in the force measurement market and Pacific Instruments products in the Americas for end users customers in the avionics, military and space market contributed to the increase. The sequential increase in revenue was primarily attributable to precision resistor products in Asia for EMS and distribution customers in the test and measurement and avionics, military and space markets.
Gross profit margin for the Foil Technology Products segment was 42.0% for the fourth fiscal quarter of 2018, an increase compared to 39.3% in the fourth fiscal quarter of 2017, and a decrease compared to 43.9% in the third fiscal quarter of 2018. The year-over-year increase in gross profit margin was primarily due to an increase in volume. Sequentially, gross profit margin decreased due to higher supplies and tooling and repairs and maintenance costs, manufacturing inefficiencies, partially offset by an increase in volume.
Force Sensors segment revenues decreased 4.1% to $17.0 million in the fourth fiscal quarter of 2018, down from $17.7 million in the fourth fiscal quarter of 2017; sequential revenue decreased 3.4%, from $17.6 million in the third quarter of 2018. The year-over-year decrease in revenues was mainly attributable to distribution customers in the force measurement market, primarily in the Americas. The sequential decrease in revenue was mainly attributable to distribution customers in the precision weighing market, mainly in the Americas.
Gross profit margin for the Force Sensors segment was 26.6% for the fourth fiscal quarter of 2018, a decrease compared to 29.5% in the fourth fiscal quarter of 2017, and an increase compared to 25.9% in the third fiscal quarter of 2018. The year-over-year decrease in gross profit margin was primarily due to an increase in wages, the U.S. imposition of tariffs on goods from China, and a reduction in inventory. Sequentially, gross profit margin increased due to manufacturing efficiencies, partially offset by a reduction in volume.
Weighing and Control Systems segment revenues grew by 6.5% to $23.2 million in the fourth fiscal quarter of 2018, up from $21.8 million in the fourth fiscal quarter of 2017; sequential revenue increased 5.8% from $22.0 million in the third fiscal quarter of 2018. The increase in revenues year-over-year was primarily attributable to the steel product line in Asia and process weighing product line in the Americas and Europe. The sequential increase in revenue was primarily attributable to a volume increase in the steel product line in Asia and process weighing product line in Europe, partially offset by a reduction in volume for the steel product line in Europe.
Gross profit margin for the Weighing and Control Systems segment was 46.8% for the fourth fiscal quarter of 2018, an increase compared to 44.8% from the fourth fiscal quarter of 2017, and an increase compared to 46.6% from the third fiscal quarter of 2018. The year-over-year increase in gross profit margin was primarily due to the increase in volume. Sequential gross profit margin increased due to an increase in volume.
Near-Term Outlook
“In light of a continued stable business environment, at constant fourth fiscal quarter 2018 exchange rates, we expect net revenues in the range of $72 million to $78 million for the first fiscal quarter of 2019,” concluded Mr. Shoshani.
*Use of Non-GAAP Financial Information
We define “adjusted net earnings” as net earnings attributable to VPG stockholders before restructuring costs, impairment of goodwill and indefinite-lived intangibles, pension settlement, acquisition purchase accounting adjustments, net proceeds from lease termination and associated tax effects. "Free cash flow" for the fourth fiscal quarter of 2018 is defined as the amount of cash generated from operations ($17.4 million), in excess of our capital expenditures ($4.6 million), net of proceeds, if any, from the sale of assets ($0.0 million). "Free cash flow" for the fiscal year of 2018 is defined as the amount of cash generated from operations ($35.4 million) in excess of our capital expenditures ($14.5 million ), net of proceeds, if any, from the sale of assets ($0.1 million). The reconciliation table within this release reconciles the Company's non-GAAP measures, which are provided for comparison with other results, to the most directly comparable GAAP measures. Management believes that these non-GAAP financial measures are meaningful because they provide insight with respect to intrinsic operating results.
Conference Call and Webcast
A conference call will be held today (February 20) at 10:00 a.m. ET (9:00 a.m. CT). To access the conference call, interested parties may call 1-888-317-6003 or internationally 1-412-317-6061 and use passcode 0417825, or log on to the investor relations page of the VPG website at www.vpgsensors.com.
A replay will be available approximately one hour after the completion of the call by calling toll-free 1-877-344-7529 or internationally 1-412-317-0088 and by using the passcode 10127465. The replay will also be available on the investor relations page of the VPG website at www.vpgsensors.com for a limited time.
About VPG
Vishay Precision Group, Inc. (VPG) is an internationally recognized designer, manufacturer and marketer of: components based on its resistive foil technology; sensors; and sensor-based measurement systems specializing in the growing markets of stress, force, weight, pressure, and current measurements. VPG is a market leader of foil technology products, providing ongoing technology innovations in precision foil resistors and foil strain gages, which are the foundation of the company's force sensors products and its’ weighing and control systems. The product portfolio consists of a variety of well-established brand names recognized for precision and quality in the marketplace. To learn more, visit VPG at www.vpgsensors.com.
Forward-Looking Statements
From time to time, information provided by us, including but not limited to statements in this report, or other statements made by or on our behalf, may contain "forward-looking" information within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements involve a number of risks, uncertainties, and contingencies, many of which are beyond our control, which may cause actual results, performance, or achievements to differ materially from those anticipated.
Such statements are based on current expectations only, and are subject to certain risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, expected, estimated, or projected. Among the factors that could cause actual results to materially differ include: general business and economic conditions; difficulties or delays in completing acquisitions and integrating acquired companies; the inability to realize anticipated synergies and expansion possibilities; difficulties in new product development; changes in competition and technology in the markets that we serve and the mix of our products required to address these changes; changes in foreign currency exchange rates; political, economic and military instability in the countries in which we operate; difficulties in implementing our cost reduction strategies, such as underutilization of production facilities, labor unrest or legal challenges to our lay-off or termination plans, operation of redundant facilities due to difficulties in transferring production to achieve efficiencies; significant developments from the recent and potential changes in tariffs and trade regulation; and other factors affecting our operations, markets, products, services, and prices that are set forth in our Annual Report on Form 10-K for the fiscal year
ended December 31, 2017. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
For Investors
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VISHAY PRECISION GROUP, INC. | | | |
Consolidated Statements of Operations | | | |
(Unaudited - In thousands, except per share amounts) | | | |
| | | |
| Fiscal quarter ended |
| December 31, 2018 | | December 31, 2017 |
Net revenues | $ | 76,982 |
| | $ | 69,439 |
|
Costs of products sold | 46,166 |
| | 42,699 |
|
Gross profit | 30,816 |
| | 26,740 |
|
Gross profit margin | 40.0 | % | | 38.5 | % |
| | | |
Selling, general, and administrative expenses | 20,905 |
| | 18,828 |
|
Impairment of goodwill and indefinite-lived intangibles | 2,820 |
| | — |
|
Restructuring costs | — |
| | 752 |
|
Operating income | 7,091 |
| | 7,160 |
|
Operating margin | 9.2 | % | | 10.3 | % |
| | | |
Other income (expense): | | | |
Interest expense | (405 | ) | | (450 | ) |
Other | (403 | ) | | (489 | ) |
Other (expense) income - net | (808 | ) | | (939 | ) |
| | | |
Income before taxes | 6,283 |
| | 6,221 |
|
| | | |
Income tax expense | 2,846 |
| | 1,771 |
|
| | | |
Net earnings | 3,437 |
| | 4,450 |
|
Less: net earnings attributable to noncontrolling interests | 19 |
| | (26 | ) |
Net earnings attributable to VPG stockholders | $ | 3,418 |
| | $ | 4,476 |
|
| | | |
Basic earnings per share attributable to VPG stockholders | $ | 0.25 |
| | $ | 0.34 |
|
Diluted earnings per share attributable to VPG stockholders | $ | 0.25 |
| | $ | 0.33 |
|
| | | |
Weighted average shares outstanding - basic | 13,474 |
| | 13,292 |
|
Weighted average shares outstanding - diluted | 13,595 |
| | 13,529 |
|
|
| | | | | | | |
VISHAY PRECISION GROUP, INC. | | | |
Consolidated Statements of Operations | | | |
(Unaudited - In thousands, except per share amounts) | | | |
| | | |
| Years ended |
| December 31, 2018 | | December 31, 2017 |
Net revenues | $ | 299,794 |
| | $ | 254,350 |
|
Costs of products sold | 178,527 |
| | 156,067 |
|
Gross profit | 121,267 |
| | 98,283 |
|
Gross profit margin | 40.5 | % | | 38.6 | % |
| | | |
Selling, general, and administrative expenses | 80,935 |
| | 73,751 |
|
Impairment of goodwill and indefinite-lived intangibles | 2,820 |
| | — |
|
Restructuring costs | 289 |
| | 2,044 |
|
Operating income | 37,223 |
| | 22,488 |
|
Operating margin | 12.4 | % | | 8.8 | % |
| | | |
Other income (expense): | | | |
Interest expense | (1,738 | ) | | (1,842 | ) |
Other | (1,496 | ) | | (83 | ) |
Other (expense) income - net | (3,234 | ) | | (1,925 | ) |
| | | |
Income before taxes | 33,989 |
| | 20,563 |
|
| | | |
Income tax expense | 10,344 |
| | 6,169 |
|
| | | |
Net earnings | 23,645 |
| | 14,394 |
|
Less: net earnings attributable to noncontrolling interests | (1 | ) | | 49 |
|
Net earnings attributable to VPG stockholders | $ | 23,646 |
| | $ | 14,345 |
|
| | | |
Basic earnings per share attributable to VPG stockholders | $ | 1.76 |
| | $ | 1.08 |
|
Diluted earnings per share attributable to VPG stockholders | $ | 1.75 |
| | $ | 1.07 |
|
| | | |
Weighted average shares outstanding - basic | 13,439 |
| | 13,262 |
|
Weighted average shares outstanding - diluted | 13,535 |
| | 13,471 |
|
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VISHAY PRECISION GROUP, INC. | | | |
Consolidated Balance Sheets | | | |
(In thousands, except per share amounts) | | | |
| December 31, 2018 | | December 31, 2017 |
| (Unaudited) | | |
Assets | | | |
Current assets: | | | |
Cash and cash equivalents | $ | 90,159 |
| | $ | 74,292 |
|
Accounts receivable, net of allowances for doubtful accounts | 53,156 |
| | 46,789 |
|
Inventories: | | | |
Raw materials | 18,052 |
| | 16,601 |
|
Work in process | 22,007 |
| | 23,160 |
|
Finished goods | 22,182 |
| | 20,174 |
|
Inventories, net | 62,241 |
| | 59,935 |
|
Prepaid expenses and other current assets | 9,314 |
| | 10,299 |
|
Total current assets | 214,870 |
| | 191,315 |
|
| | | |
Property and equipment, at cost: | | | |
Land | 3,390 |
| | 3,434 |
|
Buildings and improvements | 51,055 |
| | 50,276 |
|
Machinery and equipment | 105,840 |
| | 95,158 |
|
Software | 8,532 |
| | 7,955 |
|
Construction in progress | 2,157 |
| | 2,252 |
|
Accumulated depreciation | (111,555 | ) | | (103,401 | ) |
Property and equipment, net | 59,419 |
| | 55,674 |
|
| | | |
Goodwill | 16,141 |
| | 19,181 |
|
| | | |
Intangible assets, net | 17,656 |
| | 20,475 |
|
| | | |
Other assets | 18,297 |
| | 19,906 |
|
Total assets | $ | 326,383 |
| | $ | 306,551 |
|
| | | |
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VISHAY PRECISION GROUP, INC. | | | |
Consolidated Balance Sheets | | | |
(In thousands, except per share amounts) | | | |
| December 31, 2018 | | December 31, 2017 |
| (Unaudited) |
| | |
Liabilities and equity | | | |
Current liabilities: | | | |
Trade accounts payable | $ | 11,461 |
| | $ | 13,678 |
|
Payroll and related expenses | 17,757 |
| | 15,892 |
|
Other accrued expenses | 17,031 |
| | 15,952 |
|
Income taxes | 3,879 |
| | 2,515 |
|
Current portion of long-term debt | 4,654 |
| | 3,878 |
|
Total current liabilities | 54,782 |
| | 51,915 |
|
| | | |
Long-term debt, less current portion | 22,421 |
| | 28,477 |
|
Deferred income taxes | 2,200 |
| | 2,300 |
|
Other liabilities | 13,545 |
| | 14,131 |
|
Accrued pension and other postretirement costs | 14,982 |
| | 16,424 |
|
Total liabilities | 107,930 |
| | 113,247 |
|
| | | |
Commitments and contingencies | | | |
| | | |
Equity: | | | |
Common stock | 1,307 |
| | 1,288 |
|
Class B convertible common stock | 103 |
| | 103 |
|
Treasury stock | (8,765 | ) | | (8,765 | ) |
Capital in excess of par value | 196,666 |
| | 192,904 |
|
Retained earnings | 66,569 |
| | 43,076 |
|
Accumulated other comprehensive loss | (37,465 | ) | | (35,450 | ) |
Total Vishay Precision Group, Inc. stockholders' equity | 218,415 |
| | 193,156 |
|
Noncontrolling interests | 38 |
| | 148 |
|
Total equity | 218,453 |
| | 193,304 |
|
Total liabilities and equity | $ | 326,383 |
| | $ | 306,551 |
|
| | | |
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VISHAY PRECISION GROUP, INC. | | | |
Consolidated Statements of Cash Flows | | | |
(Unaudited - In thousands) | |
| |
| Years ended |
| December 31, 2018 | | December 31, 2017 |
Operating activities | | | |
Net earnings | $ | 23,645 |
| | $ | 14,394 |
|
Adjustments to reconcile net earnings to net cash provided by operating activities: | | | |
Impairment of goodwill and indefinite-lived intangibles | 2,820 |
| | — |
|
Depreciation and amortization | 10,631 |
| | 10,626 |
|
(Gain) loss on disposal of property and equipment | (120 | ) | | (195 | ) |
Share-based compensation expense | 1,799 |
| | 1,499 |
|
Inventory write-offs for obsolescence | 1,876 |
| | 2,065 |
|
Deferred income taxes | 1,011 |
| | 1,890 |
|
Other | 819 |
| | 893 |
|
Net changes in operating assets and liabilities | | | |
Accounts receivable | (7,757 | ) | | (10,537 | ) |
Inventories | (5,095 | ) | | (4,307 | ) |
Prepaid expenses and other current assets | 588 |
| | (3,260 | ) |
Trade accounts payable | (819 | ) | | 2,009 |
|
Other current liabilities | 5,981 |
| | 7,652 |
|
Net cash provided by operating activities | 35,379 |
| | 22,729 |
|
| | | |
Investing activities | | | |
Capital expenditures | (14,521 | ) | | (6,960 | ) |
Proceeds from sale of property and equipment | 132 |
| | 541 |
|
Net cash used in investing activities | (14,389 | ) | | (6,419 | ) |
| | | |
Financing activities | | | |
Principal payments on long-term debt | (5,603 | ) | | (2,628 | ) |
Proceeds from revolving facility | 22,000 |
| | 41,000 |
|
Payments on revolving facility | (19,000 | ) | | (41,000 | ) |
Distributions to noncontrolling interests | (109 | ) | | (75 | ) |
Payments of employee taxes on certain share-based arrangements | (801 | ) | | (303 | ) |
Net cash (used in) provided by financing activities | (3,513 | ) | | (3,006 | ) |
Effect of exchange rate changes on cash and cash equivalents | (1,610 | ) | | 2,536 |
|
Increase (decrease) in cash and cash equivalents | 15,867 |
| | 15,840 |
|
| | | |
Cash and cash equivalents at beginning of year | 74,292 |
| | 58,452 |
|
Cash and cash equivalents at end of year | $ | 90,159 |
| | $ | 74,292 |
|
| | | |
Supplemental disclosure of investing transactions: | | | |
Capital expenditures purchased | $ | (13,239 | ) | | $ | (10,092 | ) |
Supplemental disclosure of non-cash financing transactions: | | | |
Conversion of exchangeable notes to common stock | $ | (2,794 | ) | | $ | (1,303 | ) |
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VISHAY PRECISION GROUP, INC. | | | | | | | |
Reconciliation of Consolidated Adjusted Gross Profit Margin | | |
(Unaudited - In thousands) | | | | | | | |
| | | | | | | |
| Fiscal quarter ended | | Years ended |
| December 31, 2018 | | December 31, 2017 | | December 31, 2018 | | December 31, 2017 |
Gross profit | $ | 30,816 |
| | $ | 26,740 |
| | $ | 121,267 |
| | $ | 98,283 |
|
Gross profit margin | 40.0 | % | | 38.5 | % | | 40.5 | % | | 38.6 | % |
| | | | | | | |
Reconciling items affecting gross profit margin | | | | | | | |
Acquisition purchase accounting adjustments | — |
| | 49 |
| | — |
| | 91 |
|
| | | | | | | |
Adjusted gross profit | $ | 30,816 |
| | $ | 26,789 |
| | $ | 121,267 |
| | $ | 98,374 |
|
Adjusted gross profit margin | 40.0 | % | | 38.6 | % | | 40.5 | % | | 38.7 | % |
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VISHAY PRECISION GROUP, INC. | | | | | | | |
Reconciliation of Consolidated Adjusted Operating Margin | | | | | | | |
(Unaudited - In thousands) | | | | | | | |
| | | | | | | |
| Fiscal quarter ended | | Years ended |
| December 31, 2018 | | December 31, 2017 | | December 31, 2018 | | December 31, 2017 |
Operating income | 7,091 |
| | 7,160 |
| | $ | 37,223 |
| | 22,488 |
|
Operating margin | 9.2 | % | | 10.3 | % | | 12.4 | % | | 8.8 | % |
| | | | | | | |
Reconciling items affecting operating margin | | | | | | | |
Acquisition purchase accounting adjustments | — |
| | 49 |
| | — |
| | 91 |
|
Impairment of goodwill and indefinite-lived intangibles ** | 2,820 |
| | — |
| | 2,820 |
| | — |
|
Restructuring costs | — |
| | 752 |
| | 289 |
| | 2,044 |
|
| | | | | | | |
Adjusted operating income | $ | 9,911 |
| | $ | 7,961 |
| | $ | 40,332 |
| | $ | 24,623 |
|
Adjusted operating margin | 12.9 | % | | 11.5 | % | | 13.5 | % | | 9.7 | % |
** preliminary and subject to change as it is finalized when the Company files its 2018 Form 10-K with the SEC | | | | | | | |
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VISHAY PRECISION GROUP, INC. | | | | | | | |
Reconciliation of Adjusted Earnings Per Share | | | | | | |
(Unaudited - In thousands, except per share data) | | | | | | |
| | | | | |
| Fiscal quarter ended | | Years ended |
| December 31, 2018 | | December 31, 2017 | | December 31, 2018 | | December 31, 2017 |
Net earnings attributable to VPG stockholders | $ | 3,418 |
| | $ | 4,476 |
| | $ | 23,646 |
| | $ | 14,345 |
|
| | | | | | | |
Reconciling items affecting operating margin | | | | | | | |
Acquisition purchase accounting adjustments | — |
| | 49 |
| | — |
| | 91 |
|
Impairment of goodwill and indefinite-lived intangibles ** | 2,820 |
| | — |
| | 2,820 |
| | — |
|
Restructuring costs | — |
| | 752 |
| | 289 |
| | 2,044 |
|
| | | | | | | |
Reconciling items affecting other income/expense | | | | | | | |
UK pension settlement | 673 |
| | — |
| | 673 |
| | — |
|
Net proceeds from lease termination | — |
| | — |
| | — |
| | (1,544 | ) |
Tax rebate | — |
| | 189 |
| | — |
| | 189 |
|
| | | | | | | |
Less reconciling items affecting income tax expense | | | | | | | |
Tax effect of reconciling items and discrete tax items | (377 | ) | | 165 |
| | (333 | ) | | (174 | ) |
Adjusted net earnings attributable to VPG stockholders | $ | 7,288 |
| | $ | 5,301 |
| | $ | 27,761 |
| | $ | 15,299 |
|
| | | | | | | |
Weighted average shares outstanding - diluted | 13,595 |
| | 13,529 |
| | 13,535 |
| | 13,471 |
|
| | | | | | | |
Adjusted net earnings per diluted share | $ | 0.54 |
| | $ | 0.39 |
| | $ | 2.05 |
| | $ | 1.14 |
|
** preliminary and subject to change as it is finalized when the Company files its 2018 Form 10-K with the SEC | | | | | | | |