December 23, 2019
William Clancy
Chief Financial Officer
Vishay Precision Group, Inc.
3 Great Valley Parkway
Suite 150
Malvern, PA 19355
Re: Vishay Precision Group, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2018
Filed March 14, 2019
File No. 001-34679
Dear Mr. Clancy:
We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments. In some of our comments, we may
ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.
After reviewing your response to these comments, we may have additional
comments.
Form 10-K for the Fiscal Year Ended December 31, 2018
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview, page 26
1. In the last paragraph of page 26, we note your narrative discussion of
the non-GAAP
measures of adjusted gross profit, adjusted gross profit margin, adjusted
net earnings and
adjusted net earnings per diluted share. Please expand your discussion on
why
management believes each of these non-GAAP measures is useful to
investors,
including adjusted operating income and adjusted operating margin. In
this regard, you
should explain what management considers to be "intrinsic operating
results" and why
excluding certain costs and adjustments to GAAP financial results is
meaningful to an
understanding of your business and also how an investor should understand
these
measures. Also where you present adjusted net earnings per diluted share,
you should
begin the reconciliation with the amount of GAAP net earnings per share.
Please revise
William Clancy
FirstName LastNameWilliam Clancy
Vishay Precision Group, Inc.
Comapany23, 2019
December NameVishay Precision Group, Inc.
Page 2
December 23, 2019 Page 2
FirstName LastName
accordingly.
Financial Condition, Liquidity, and Capital Resources, page 42
2. Refer to your use of "free cash" and "net cash (debt)" on page 44. As
free cash, or free
cash flow, is typically calculated as cash flows from operating
activities as presented in
the statement of cash flows under GAAP, less capital expenditures, and
your description
includes an additional adjustment, please revise your computation
accordingly or revise
the title of this measure to be "adjusted free cash flow". Refer to
Question 102.07 of the
C&DIs on Non-GAAP Financial Measures, updated April 4, 2018. Also,
please revise to
ensure that your disclosure does not imply that free cash represents
residual cash flow
available for discretionary expenditures. Further, to provide a more
fulsome disclosure
regarding your liquidity section, please revise to provide a
discussion of the changes in
cash flows provided by investing and financing activities for each
year as presented in the
statements of cash flows.
Financial Statements
Note 2. Revenues, page F-13
3. Please consider expanding your discussion to disclose if revenue from
the majority of
your contracts is recognized at a point in time, or if for certain
contracts, revenue is
recognized over time, upon satisfaction of the performance obligation.
We note
disclosure on page F-9 that revenue is recognized when obligations
under the terms of a
contract with your customer are satisfied, which generally occurs with
the transfer of
control of your products. In this regard, discuss how and when
transfer of control of your
precision products and solutions (including those "designed-in" by
your
customers) occur. Refer to ASC 606-10-25-24 and 606-10-50-12(a). Also
please tell us
the nature of the types of post-shipment obligations that you have on
contracts, whether
these are considered separate performance obligations, and how you
recognize the
revenue in accordance with ASC 606-10-32-29. Further, disclose the
significant
payments terms of your contracts, including if there is a significant
financing component,
or any variable consideration. Refer to ASC 606-10-50-12(b).
William Clancy
Vishay Precision Group, Inc.
December 23, 2019
Page 3
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Beverly Singleton at (202) 551-3328 or Claire Erlanger at
(202) 551-
3301 with any questions.
FirstName LastNameWilliam Clancy Sincerely,
Comapany NameVishay Precision Group, Inc.
Division of
Corporation Finance
December 23, 2019 Page 3 Office of
Manufacturing
FirstName LastName