Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Oct. 25, 2016 | |
Document And Entity Information | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | CTS | |
Entity Registrant Name | CTS CORP | |
Entity Central Index Key | 26,058 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 32,760,091 |
Consolidated Statements of Earn
Consolidated Statements of Earnings - Unaudited - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 27, 2015 | Sep. 30, 2016 | Sep. 27, 2015 | |
Income Statement [Abstract] | ||||
Net sales | $ 99,697 | $ 90,646 | $ 295,095 | $ 289,028 |
Cost of goods sold | 63,056 | 59,200 | 190,528 | 192,073 |
Gross Margin | 36,641 | 31,446 | 104,567 | 96,955 |
Selling, general and administrative expenses | 16,048 | 12,689 | 46,459 | 43,623 |
Research and development expenses | 6,284 | 5,692 | 18,414 | 16,378 |
Environmental Remediation Expense | 0 | 14,541 | 0 | 14,541 |
Restructuring and impairment charges | 1,969 | 2,373 | 2,175 | 5,229 |
Gain (Loss) on Disposition of Property Plant Equipment | 150 | (1) | 11,501 | (2) |
Operating earnings (loss) | 12,490 | (3,850) | 49,020 | 17,182 |
Other (expense) income: | ||||
Interest expense | (917) | (714) | (2,746) | (1,955) |
Interest income | 203 | 713 | 1,082 | 2,354 |
Other expense | (46) | (3,072) | (1,482) | (4,641) |
Total other expense | (760) | (3,073) | (3,146) | (4,242) |
Earnings (loss) before income taxes | 11,730 | (6,923) | 45,874 | 12,940 |
Income tax expense (benefit) | 8,010 | (2,163) | 19,804 | (7,667) |
Net earnings (loss) | $ 3,720 | $ (4,760) | $ 26,070 | $ 20,607 |
Earnings (loss) per share: | ||||
Basic (in dollars per share) | $ 0.11 | $ (0.15) | $ 0.80 | $ 0.62 |
Diluted (in dollars per share) | $ 0.11 | $ (0.15) | $ 0.79 | $ 0.61 |
Basic weighted - average common shares outstanding (in shares): | 32,759 | 32,770 | 32,716 | 33,083 |
Effect of dilutive securities (in shares) | 495 | 0 | 494 | 485 |
Diluted weighted - average common shares outstanding (in shares) | 33,254 | 32,770 | 33,210 | 33,568 |
Cash dividends declared per share (in dollars per share) | $ 0.04 | $ 0.04 | $ 0.12 | $ 0.12 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Earnings - Unaudited - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 27, 2015 | Sep. 30, 2016 | Sep. 27, 2015 | |
Statement of Comprehensive Income [Abstract] | ||||
Net earnings (loss) | $ 3,720 | $ (4,760) | $ 26,070 | $ 20,607 |
Other comprehensive income (loss): | ||||
Changes in fair market value of derivatives, net of tax | (263) | (17) | (36) | (34) |
Changes in unrealized pension cost, net of tax | 898 | 1,336 | 2,753 | 3,299 |
Cumulative translation adjustment, net of tax | (164) | (1,204) | (890) | (817) |
Other comprehensive income | 471 | 115 | 1,827 | 2,448 |
Comprehensive earnings (loss) | $ 4,191 | $ (4,645) | $ 27,897 | $ 23,055 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - Unaudited - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Current Assets | ||
Cash and cash equivalents | $ 114,433 | $ 156,928 |
Accounts receivable, net | 62,380 | 54,563 |
Inventories, net | 29,178 | 24,600 |
Other current assets | 10,852 | 9,863 |
Total current assets | 216,843 | 245,954 |
Property, plant and equipment, net | 79,329 | 69,872 |
Other Assets | ||
Prepaid pension asset | 39,678 | 33,779 |
Goodwill | 61,744 | 33,865 |
Other intangible assets, net | 65,930 | 34,758 |
Deferred income taxes | 48,963 | 63,809 |
Other | 1,084 | 1,336 |
Total other assets | 217,399 | 167,547 |
Total Assets | 513,571 | 483,373 |
Current Liabilities | ||
Accounts payable | 43,290 | 40,299 |
Accrued payroll and benefits | 11,876 | 7,147 |
Accrued liabilities | 45,969 | 47,174 |
Total current liabilities | 101,135 | 94,620 |
Long-term debt | 96,000 | 90,700 |
Post retirement obligations | 7,066 | 7,230 |
Other long-term obligations | 3,102 | 9,169 |
Total Liabilities | 207,303 | 201,719 |
Shareholders’ Equity | ||
Common stock | 302,156 | 300,909 |
Additional contributed capital | 40,567 | 41,166 |
Retained earnings | 403,979 | 381,840 |
Accumulated other comprehensive loss | (97,178) | (99,005) |
Total shareholders’ equity before treasury stock | 649,524 | 624,910 |
Treasury stock | (343,256) | (343,256) |
Total shareholders’ equity | 306,268 | 281,654 |
Total Liabilities and Shareholders’ Equity | $ 513,571 | $ 483,373 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - Unaudited - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 27, 2015 | |
Statement of Cash Flows [Abstract] | ||
Proceeds from Notes Payable | $ 0 | $ 164 |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net earnings (loss) | 26,070 | 20,607 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | ||
Depreciation and amortization | 14,010 | 11,987 |
Pension and other post-retirement plan income | (1,188) | (1,510) |
Equity-based compensation | 1,759 | 2,655 |
Restructuring charges | 2,175 | 5,229 |
Environmental Remediation Expense | 0 | 14,541 |
Deferred income taxes | 8,332 | (15,241) |
Gain (Loss) on Disposition of Assets | 11,501 | 121 |
Gain on foreign currency hedges | (15) | 0 |
Changes in assets and liabilities: | ||
Accounts receivable | (5,971) | (3,518) |
Inventories | (2,318) | (34) |
Other assets | (489) | (222) |
Accounts payable | 2,717 | (4,967) |
Accrued payroll and benefits | 2,376 | (1,573) |
Accrued expenses | (3,124) | (4,596) |
Income taxes payable | 690 | 1,715 |
Other liabilities | (1,543) | (656) |
Pension and other post-retirement plans | (393) | (178) |
Net cash provided by operating activities | 31,587 | 24,118 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Capital expenditures | (14,467) | (6,559) |
Proceeds from sale of assets | 12,248 | 1,878 |
Payment for acquisition, net of cash acquired | (73,063) | 0 |
Net cash used in investing activities | (75,282) | (4,681) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payments of long-term debt | (2,048,000) | (943,300) |
Proceeds from borrowings of long-term debt | 2,053,300 | 958,800 |
Purchase of treasury stock | 0 | (15,623) |
Dividends paid | (3,923) | (3,984) |
Windfall tax benefits from equity awards | 696 | 144 |
Proceeds from exercise of stock options | 0 | 64 |
Net cash provided by (used in) financing activities | 2,073 | (3,899) |
Repayments of Notes Payable | 0 | 164 |
Effect of exchange rate changes on cash and cash equivalents | (873) | 709 |
Net (decrease) increase in cash and cash equivalents | (42,495) | 16,247 |
Cash and cash equivalents at beginning of period | 156,928 | 134,508 |
Cash and cash equivalents at end of period | 114,433 | 150,755 |
Supplemental cash flow information: | ||
Cash paid for interest | 2,292 | 1,046 |
Cash paid for income taxes, net | $ 10,136 | $ 4,248 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements have been prepared by CTS Corporation (“CTS” or “the Company”), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations. The unaudited condensed consolidated financial statements should be read in conjunction with the financial statements, notes thereto, and other information included in the Company’s Annual Report on Form 10‑K for the year ended December 31, 2015 . The accompanying unaudited condensed consolidated financial statements reflect, in the opinion of management, all adjustments (consisting of normal recurring items) necessary for a fair statement, in all material respects, of the financial position and results of operations for the periods presented. 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, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ materially from those estimates. The results of operations for the interim periods are not necessarily indicative of the results for the entire year. Subsequent Events CTS has evaluated subsequent events and transactions for potential recognition or disclosure in the financial statements through the date the financial statements are issued. Reclassifications Certain prior period reclassifications have been made in the Condensed Consolidated Balance Sheet as a result of including our other post-retirement benefit plan liabilities in Post-retirement obligations as well as the retrospective application of a new accounting pronouncement upon the adoption of ASU 2015-17 (see Note 18 - Recent Accounting Pronouncements for additional details). The chart below quantifies the effects of these reclassification adjustments on our December 31, 2015, financial statements: At December 31, 2015 Consolidated Balance Sheet Line Item As previously reported Reclassification adjustment As currently reported Other current assets $ 15,888 $ (6,025 ) $ 9,863 Deferred income taxes $ 58,544 $ 5,265 $ 63,809 Accrued liabilities $ (53,905 ) $ 6,731 $ (47,174 ) Post-retirement obligations $ (2,703 ) $ (4,527 ) $ (7,230 ) Other long-term obligations $ (7,725 ) $ (1,444 ) $ (9,169 ) |
Accounts Receivable
Accounts Receivable | 9 Months Ended |
Sep. 30, 2016 | |
Receivables [Abstract] | |
Accounts Receivable | Accounts Receivable The components of accounts receivable are as follows: As of September 30, December 31, 2016 2015 Accounts receivable, gross $ 62,556 $ 54,696 Less: Allowance for doubtful accounts (176 ) (133 ) Accounts receivable, net $ 62,380 $ 54,563 |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consist of the following: As of September 30, December 31, 2016 2015 Finished goods $ 6,084 $ 6,972 Work-in-process 9,884 6,828 Raw materials 19,380 16,991 Less: Inventory reserves (6,170 ) (6,191 ) Inventories, net $ 29,178 $ 24,600 |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment is comprised of the following: As of September 30, December 31, 2016 2015 Land $ 2,330 $ 2,401 Buildings and improvements 63,192 65,731 Machinery and equipment 208,389 191,212 Less: Accumulated depreciation (194,582 ) (189,472 ) Property, plant and equipment, net $ 79,329 $ 69,872 |
Retirement Plans
Retirement Plans | 9 Months Ended |
Sep. 30, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Retirement Plans | Retirement Plans Pension Plans Net pension income for our domestic and foreign plans was as follows: Three Months Ended Nine Months Ended September 30, September 27, September 30, September 27, 2016 2015 2016 2015 Net pension income $ (440 ) $ (532 ) $ (1,234 ) $ (1,591 ) The components of net pension (income) expense for our domestic and foreign plans include the following: Domestic Pension Plans Foreign Pension Plans Three Months Ended Three Months Ended September 30, September 27, September 30, September 27, 2016 2015 2016 2015 Service cost $ 21 $ 42 $ 13 $ 16 Interest cost 2,756 2,815 12 124 Expected return on plan assets (1) (4,744 ) (5,068 ) (33 ) (135 ) Amortization of loss 1,499 1,585 36 89 (Income) expense, net $ (468 ) $ (626 ) $ 28 $ 94 (1) Expected return on plan assets is net of expected investment expenses and certain administrative expenses. Domestic Pension Plans Foreign Pension Plans Nine Months Ended Nine Months Ended September 30, 2016 September 27, 2015 September 30, 2016 September 27, 2015 Service cost $ 65 $ 128 $ 38 $ 49 Interest cost 8,268 8,444 34 371 Expected return on plan assets (1) (14,232 ) (15,204 ) (19 ) (402 ) Amortization of loss 4,495 4,754 105 269 Other cost due to retirement 12 — — — (Income) expense, net $ (1,392 ) $ (1,878 ) $ 158 $ 287 (1) Expected return on plan assets is net of expected investment expenses and certain administrative expenses. Other Post-retirement Benefit Plan Net post-retirement expense for our other post-retirement plan includes the following components: Three Months Ended Nine Months Ended September 30, September 27, September 30, September 27, 2016 2015 2016 2015 Other post-retirement benefit plan Service cost $ — $ 1 $ 2 $ 3 Interest cost 52 51 156 153 Amortization of gain (37 ) (25 ) (112 ) (75 ) Post-retirement expense $ 15 $ 27 $ 46 $ 81 |
Other Intangible Assets
Other Intangible Assets | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Other Intangible Assets | Other Intangible Assets Intangible assets consist of the following components: As of September 30, 2016 Gross Accumulated Net Amount Amortized intangible assets: Customer lists/relationships $ 63,386 $ (29,490 ) $ 33,896 Patents 10,319 (10,319 ) — Technology and other intangibles 36,715 (6,881 ) 29,834 In process research and development 2,200 — 2,200 Other intangible assets, net $ 112,620 $ (46,690 ) $ 65,930 Amortization expense for the three months ended September 30, 2016 $ 1,638 Amortization expense for the nine months ended September 30, 2016 $ 4,254 As of December 31, 2015 Gross Accumulated Net Amount Amortized intangible assets: Customer lists/relationships $ 51,804 $ (27,101 ) $ 24,703 Patents 10,319 (10,319 ) — Technology and other intangibles 12,871 (5,016 ) 7,855 In process research and development 2,200 — 2,200 Other intangible assets, net $ 77,194 $ (42,436 ) $ 34,758 Amortization expense for the three months ended September 27, 2015 $ 985 Amortization expense for the nine months ended September 27, 2015 $ 2,942 Amortization expense remaining for other intangible assets is as follows: Amortization 2016 $ 1,557 2017 6,064 2018 5,956 2019 5,947 2020 5,947 Thereafter 40,459 Total amortization expense $ 65,930 |
Costs Associated with Exit and
Costs Associated with Exit and Restructuring Activities | 9 Months Ended |
Sep. 30, 2016 | |
Restructuring and Related Activities [Abstract] | |
Costs Associated with Exit and Restructuring Activities | Costs Associated with Exit and Restructuring Activities Costs associated with exit and restructuring activities are recorded in the Condensed Consolidated Statement of Earnings as follows: restructuring related charges are recorded as a component of Cost of Goods Sold, and restructuring and impairment charges are reported on a separate line and included in Operating Earnings. Total restructuring, impairment and restructuring related charges were as follows: Three Months Ended September 30, 2016 September 27, 2015 Restructuring-related charges $ — $ 152 Restructuring and impairment charges 1,969 2,373 Total restructuring, impairment, and restructuring-related charges $ 1,969 $ 2,525 Nine Months Ended September 30, 2016 September 27, 2015 Restructuring-related charges $ — $ 444 Restructuring and impairment charges 2,175 5,229 Total restructuring, impairment, and restructuring-related charges $ 2,175 $ 5,673 In June 2016, CTS announced plans to restructure operations by phasing out production at the Elkhart facility by mid-2018 and transitioning it into a research and development center supporting CTS' global operations ("June 2016 Plan"). Additional organizational changes will also occur in various other locations. The cost of the plan is expected to be approximately $16,000 including severance and other one-time benefit arrangements. We have recorded $2,175 of termination and other one-time benefit charges impacting approximately 230 employees as of September 30, 2016 . Additional costs related to line movements, asset impairment and equipment charges, and other costs will be expensed as incurred. The total restructuring liability related to the June 2016 Plan was $1,569 at September 30, 2016 . The following table displays the planned restructuring and impairment charges associated with the June 2016 Plan as well as a summary of the actual costs incurred through September 30, 2016 : Actual costs incurred through June 2016 Plan Planned Costs September 30, 2016 Workforce reduction 3,075 2,175 Equipment relocation 7,925 — Asset impairment charge 3,700 — Other charges 1,300 — Restructuring and impairment charges 16,000 2,175 Total restructuring and impairment charges for the June 2016 Plan were as follows: Three Months Ended September 30, 2016 September 27, 2015 Restructuring and impairment charges 1,969 — Nine Months Ended September 30, 2016 September 27, 2015 Restructuring and impairment charges 2,175 — Not included in restructuring and impairment charges, but directly attributable to the June 2016 Plan, is an increase in tax expense of $2,316 relating to increases in valuation allowances on deferred tax assets for state net operating losses and tax credits and the revaluation of U.S. deferred taxes as a result of a change in our expected future tax rate as discussed in Note 16. In April 2014, CTS announced plans to restructure its operations and consolidate its Canadian operations into other existing CTS facilities as part of CTS’ overall plan to simplify its business model and rationalize its global footprint (“April 2014 Plan”). During the second quarter of 2015, CTS management revised the April 2014 Plan. The revision added $4,250 in planned costs. Additional administrative and legal costs were expected to account for $1,300 of the additional restructuring and impairment charges. The remaining $2,950 in restructuring related charges are for additional costs related to equipment relocation, training, travel and shipping. These restructuring actions, which were completed during 2015, impacted approximately 120 positions. The following table displays the planned restructuring and restructuring-related charges associated with the April 2014 Plan, as well as a summary of the actual costs incurred through September 30, 2016 : Actual costs incurred through April 2014 Plan Planned Costs September 30, 2016 Inventory write-down $ 850 $ — Equipment relocation 1,800 444 Other charges 1,400 113 Restructuring-related charges, included in cost of goods sold $ 4,050 $ 557 Workforce reduction $ 4,200 $ 4,423 Other charges, including pension termination costs 1,700 3,413 Restructuring and impairment charges $ 5,900 $ 7,836 Total restructuring, impairment and restructuring related charges $ 9,950 $ 8,393 Total restructuring, impairment and restructuring related charges under the April 2014 Plan were as follows: Three Months Ended September 30, 2016 September 27, 2015 Restructuring-related charges $ — $ 152 Restructuring and impairment charges — 2,025 Total restructuring, impairment, and restructuring related charges $ — $ 2,177 Nine Months Ended September 30, 2016 September 27, 2015 Restructuring-related charges $ — $ 369 Restructuring and impairment charges — 3,902 Total restructuring, impairment, and restructuring-related charges $ — $ 4,271 Total restructuring liability related to the April 2014 Plan was $436 at September 30, 2016 . In June 2013, CTS announced a restructuring plan to simplify CTS’ global footprint by consolidating manufacturing facilities into existing locations (“June 2013 Plan”). The June 2013 Plan included the consolidation of operations from the U.K. manufacturing facility into the Czech Republic facility, the Carol Stream, Illinois manufacturing facility into the Juarez, Mexico facility and discontinuing manufacturing at the Singapore facility. Certain corporate functions were consolidated or eliminated as a result of the June 2013 Plan. These restructuring actions were completed in 2015 and resulted in the reduction of approximately 350 positions. During the fourth quarter of 2014, CTS management revised the June 2013 Plan. The revision added $4,000 in planned costs. Settlement of the U.K. pension plan was expected to account for $2,000 of the added cost. The remaining $2,000 in restructuring and impairment charges were for severance costs and resulted in the reduction of approximately 130 additional positions throughout CTS businesses. The above actions were completed in 2015. The following table displays the planned restructuring and restructuring-related charges associated with the June 2013 Plan and a summary of the actual costs incurred through September 30, 2016 : Actual Planned incurred through June 2013 Plan Costs September 30, 2016 Inventory write-down $ 800 $ 1,143 Equipment relocation 900 1,792 Other charges 100 702 Restructuring-related charges, included in cost of goods sold $ 1,800 $ 3,637 Workforce reduction $ 10,150 $ 9,615 Asset impairment charge 3,000 4,139 Other charges, including pension termination costs 7,650 10,205 Restructuring and impairment charges $ 20,800 $ 23,959 Total restructuring and restructuring-related charges $ 22,600 $ 27,596 Under the June 2013 Plan, total restructuring, impairment and restructuring related charges incurred were as follows: Three Months Ended September 30, 2016 September 27, 2015 Restructuring-related charges $ — $ — Restructuring and impairment charges — 348 Total restructuring, impairment, and restructuring-related charges $ — $ 348 Nine Months Ended September 30, 2016 September 27, 2015 Restructuring-related charges $ — $ 75 Restructuring and impairment charges — 1,327 Total restructuring, impairment, and restructuring-related charges $ — $ 1,402 No remaining liability is recorded for the June 2013 Plan as of September 30, 2016 . The following table displays the restructuring liability activity for all plans for the period ended September 30, 2016 : Combined Plans Restructuring liability at January 1, 2016 $ 826 Restructuring and restructuring-related charges, excluding asset impairments and write-offs 2,175 Cost paid (1,026 ) Other activity (1) $ 30 Restructuring liability at September 30, 2016 $ 2,005 (1) Other activity includes asset impairments, write-offs of property, plant and equipment, the effects of currency translation and other charges that do not flow through restructuring expense. |
Accrued Liabilities
Accrued Liabilities | 9 Months Ended |
Sep. 30, 2016 | |
Other Liabilities Disclosure [Abstract] | |
Accrued Liabilities | Accrued Liabilities The components of accrued liabilities are as follows: As of September 30, December 31, 2016 2015 Accrued product related costs $ 4,622 $ 5,245 Accrued income taxes 9,564 8,845 Accrued property and other taxes 1,990 1,838 Accrued outside commissions 1,267 97 Accrued professional fees 907 704 Accrued building improvement costs 1,669 1,768 Dividends payable 1,310 1,302 Remediation reserves 18,895 20,603 Other accrued liabilities 5,745 6,772 Total accrued liabilities $ 45,969 $ 47,174 |
Contingencies
Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Contingencies Certain processes in the manufacture of CTS' current and past products create hazardous waste by-products as currently defined by federal and state laws and regulations. CTS has been notified by the U.S. Environmental Protection Agency, state environmental agencies, and in some cases, generator groups, that it is or may be a potentially responsible party regarding hazardous substances at several sites either presently or historically owned, leased, or operated by CTS. Some sites are Superfund sites such as in Asheville, North Carolina and Mountain View, California. CTS reserves for probable remediation activities and for claims and proceedings against CTS with respect to other environmental matters. CTS records reserves on a undiscounted basis. In the opinion of management, based upon presently available information relating to all such matters, adequate provision for probable and estimable costs have been recorded. We do not have any known environmental obligations where a loss is probable or reasonably possible of occurring for which we do not have a reserve, nor do we have any amounts for which we have not reserved because the amount of the loss cannot be reasonably estimated. Due to the inherent nature of environmental obligations, CTS cannot provide assurance that its ultimate environmental investigation and clean-up costs and liabilities will not materially exceed the amount of its current reserve. Our reserve and disclosures will be adjusted accordingly if additional information becomes available in the future. Unrelated to the environmental claims described above, certain other claims are pending against CTS with respect to matters arising out of the ordinary conduct of CTS’ business. Although the ultimate outcome of any potential litigation resulting from these claims cannot be predicted with certainty, and some may be disposed of unfavorably to CTS, management believes that adequate provision for anticipated costs have been established based upon all presently available information. Except as noted herein, we do not believe we have any pending loss contingencies that are probable or reasonably possible of having a material impact on our consolidated financial position, results of operations, or cash flows. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Debt | Debt Long-term debt was comprised of the following: As of September 30, December 31, 2016 2015 Revolving credit facility due in 2020 $ 96,000 $ 90,700 Weighted average interest rate 1.9 % 1.5 % Amount available $ 201,835 $ 106,985 Total credit facility $ 300,000 $ 200,000 Standby letters of credit $ 2,165 $ 2,315 Commitment fee percentage per annum 0.25 % 0.25 % On August 10, 2015, CTS entered into a new five -year credit agreement (“Revolving Credit Facility”) with a group of banks in order to support CTS’ financing needs. The Revolving Credit Facility originally provided for a credit line of $200,000 . On May 23, 2016, CTS requested and received a $100,000 increase in the aggregate revolving credit commitments under its existing credit agreement, which increased the credit line from $200,000 to $300,000 . The Revolving Credit Facility includes a swing line sublimit of $15,000 and a letter of credit sublimit of $10,000 . Borrowings under the Revolving Credit Facility bear interest, at CTS’ option, at the base rate plus the applicable margin for base rate loans or LIBOR plus the applicable margin for LIBOR loans. CTS also pays a quarterly commitment fee on the unused portion of the Revolving Credit Facility. The commitment fee ranges from 0.20% to 0.40% based on the CTS’ total leverage ratio. The Revolving Credit Facility requires, among other things, that CTS comply with a maximum total leverage ratio and a minimum fixed charge coverage ratio. Failure of CTS to comply with these covenants could reduce the borrowing availability under the Revolving Credit Facility. CTS was in compliance with all debt covenants at September 30, 2016 . The Revolving Credit Facility requires that CTS deliver quarterly financial statements, annual financial statements, auditors certifications and compliance certificates within a specified number of days after the end of a quarter and year. Additionally, the Revolving Credit Facility contains restrictions limiting CTS' ability to: dispose of assets; incur certain additional debt; repay other debt or amend subordinated debt instruments; create liens on assets; make investments, loans or advances; make acquisitions or engage in mergers or consolidations; engage in certain transactions with CTS' subsidiaries and affiliates; and make stock repurchases and dividend payments. Interest rates on the Revolving Credit Facility fluctuate based upon the London Interbank Offered Rate and the Company’s quarterly total leverage ratio. CTS has debt issuance costs related to its long-term debt that are being amortized using the straight-line method over the life of the debt. These costs are included in interest expense in our Statement of Earnings. Amortization expense was approximately $46 and $61 for the three months ended September 30, 2016 and September 27, 2015 , respectively, and approximately $116 and $165 for the first nine months ended September 30, 2016 and September 27, 2015 , respectively. |
Derivative Financial Instrument
Derivative Financial Instruments | 9 Months Ended |
Sep. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Derivative Financial Instruments Our earnings and cash flows are subject to fluctuations due to changes in foreign currency exchange rates and interest rates. We selectively use derivative financial instruments including foreign currency forward contracts and interest rate swaps to manage our exposure to these risks. The use of derivative financial instruments exposes the Company to credit risk, which relates to the risk of nonperformance by a counterparty to the derivative contracts. We manage our credit risk by entering into derivative contracts with only highly rated financial institutions and by using netting agreements. Foreign Currency Hedges In January of 2016, we began using forward contracts to mitigate currency risk related to a portion of our forecasted foreign currency revenues and costs. The currency forward contracts are designed as cash flow hedges and are recorded in the Condensed Consolidated Balance Sheets at fair value. At least quarterly, we assess the effectiveness of these hedging relationships based on the total change in their fair value using regression analysis. The effective portion of derivative gains and losses are recorded in accumulated other comprehensive loss until the hedged transaction affects earnings upon settlement, at which time they are reclassified to cost of goods sold or net sales. Ineffectiveness is recorded in other income (expense) in our Condensed Consolidated Statement of Earnings. If it becomes probable that an anticipated transaction that is hedged will not occur by the end of the originally specified time period, we reclassify the gains or losses related to that hedge from accumulated other comprehensive income to other income (expenses). We continue to monitor the Company’s overall currency exposure and may elect to add cash flow hedges in the future. At September 30, 2016 , we had a net unrealized loss of $219 in accumulated other comprehensive income, of which $201 is expected to be reclassified to income within the next 12 months. The notional amount of foreign currency forward contracts outstanding was $13.8 million at September 30, 2016 . Interest Rate Swaps CTS uses interest rate swaps to convert the revolving credit facility’s variable rate of interest into a fixed rate. In the second quarter of 2012, CTS entered into four separate interest rate swap agreements to fix interest rates on $50,000 of long-term debt for the periods January 2013 to January 2017. In the third quarter of 2012, CTS entered into four additional interest rate swap agreements to fix interest rates on $25,000 of long-term debt for the periods January 2013 to January 2017. In the third quarter of 2016, CTS entered into three additional forward-starting interest rate swap agreements to fix interest rates on $50,000 of long-term debt for the periods August 2017 to August 2020. The difference to be paid or received under the terms of the swap agreements will be recognized as an adjustment to interest expense when settled. These swaps are treated as cash flow hedges and consequently, the changes in fair value were recorded in other comprehensive income (loss). The estimated net amount of the existing gains or losses that are reported in accumulated other comprehensive income (loss) that is expected to be reclassified into earnings within the next twelve months is approximately $246 . The location and fair values of derivative instruments designated as hedging instruments in the Condensed Consolidated Balance Sheets as of September 30, 2016 , are shown in the following table: As of September 30, December 31, 2016 2015 Foreign currency hedges reported in Accrued liabilities $ (234 ) $ — Interest rate swaps reported in Accrued liabilities $ (246 ) $ (768 ) Interest rate swaps reported in Other long-term obligations $ (360 ) $ — The Company has elected to net its foreign currency derivative assets and liabilities in the balance sheet in accordance with ASC 210-20 (Balance Sheet, Offsetting). On a gross basis, there were foreign currency derivative assets of $53 and foreign currency derivative liabilities of $287 . The effect of derivative instruments on the Condensed Consolidated Statements of Earnings is as follows: Three Months Ended Nine Months Ended September 30, September 27, September 30, September 27, 2016 2015 2016 2015 Foreign Exchange Contracts: Loss recognized in Net Sales $ (35 ) $ — $ (125 ) $ — Gain recognized in Cost of Goods Sold 51 — 139 — Gain recognized in Selling, General and Administrative expense — — 10 — Loss recognized in Other (expenses) income (5 ) — (9 ) — Interest Rate Swaps: Interest Expense $ 158 $ 192 $ 471 $ 574 Total $ 169 $ 192 $ 486 $ 574 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive (Loss) Income | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Accumulated Other Comprehensive (Loss) Income | Accumulated Other Comprehensive (Loss) Income Shareholders’ equity includes certain items classified as accumulated other comprehensive (loss) income (“AOCI”) in the Condensed Consolidated Balance Sheets, including: Unrealized gains (losses) on hedges relate to interest rate swaps to convert the line of credit’s variable rate of interest into a fixed rate and foreign currency forward contracts used to hedge our exposure to changes in exchange rates affecting certain revenues and costs denominated in foreign currencies. These hedges are designated as cash flow hedges, and CTS has deferred income statement recognition of gains and losses until the hedged transaction occurs, at which time amounts are reclassified into earnings. Further information related to CTS’ derivative financial instruments is included in Note 11 - Derivative Financial Instruments and Note 15 – Fair Value Measurements. Unrealized gains (losses) on pension obligations are deferred from income statement recognition until the gains or losses are realized. Amounts reclassified to income from AOCI are included in net periodic pension income / (expense). Further information related to CTS’ pension obligations is included in Note 5 – Retirement Plans. Cumulative translation adjustment relates to our non-U.S. subsidiary companies that have designated a functional currency other than the U.S. dollar. CTS is required to translate the subsidiary functional currency financial statements to dollars using a combination of historical, period-end, and average foreign exchange rates. This combination of rates creates the foreign currency translation adjustment component of other comprehensive (loss) income. Changes in exchange rates between the functional currency and the currency in which a transaction is denominated are foreign exchange transaction gains or losses. Transaction (losses)/gains for the three and nine month periods ended September 30, 2016 were ( $165 ) and ( $1,656 ), respectively, and for the three and nine month periods ended September 27, 2015 were $(3,076) and ( $4,640 ), respectively, which are included in other income/(expenses) in the Condensed Consolidated Statement of Earnings. The components of accumulated other comprehensive (loss) income for the three months ended September 30, 2016 , are as follows: Gain (Loss) As of Gain (Loss) reclassified As of June 30, Recognized from AOCI September 30, 2016 in OCI to income 2016 Changes in fair market value of hedges: Gross $ (403 ) $ (643 ) $ 221 $ (825 ) Income tax expense (benefit) 151 242 (83 ) 310 Net (252 ) (401 ) 138 (515 ) Changes in unrealized pension cost: Gross (158,763 ) — 1,437 (157,326 ) Income tax expense (benefit) 63,260 — (539 ) 62,721 Net (95,503 ) — 898 (94,605 ) Cumulative translation adjustment: Gross (1,995 ) (161 ) — (2,156 ) Income tax expense (benefit) 101 (3 ) — 98 Net (1,894 ) (164 ) — (2,058 ) Total accumulated other comprehensive (loss) income $ (97,649 ) $ (565 ) $ 1,036 $ (97,178 ) The components of accumulated other comprehensive (loss) income for the three months ended September 27, 2015 , are as follows: Gain (Loss) As of Gain (Loss) reclassified As of June 28, Recognized from AOCI September 27, 2015 in OCI to income 2015 Changes in fair market value of hedges: Gross $ (1,047 ) $ (219 ) $ 192 $ (1,074 ) Income tax expense (benefit) 394 82 (72 ) 404 Net (653 ) (137 ) 120 (670 ) Changes in unrealized pension cost: Gross (166,161 ) 2,039 — (164,122 ) Income tax expense (benefit) 63,957 (703 ) — 63,254 Net (102,204 ) 1,336 — (100,868 ) Cumulative translation adjustment: Gross 572 (1,056 ) — (484 ) Income tax expense (benefit) 385 (148 ) — 237 Net 957 (1,204 ) — (247 ) Total accumulated other comprehensive (loss) income $ (101,900 ) $ (5 ) $ 120 $ (101,785 ) The components of accumulated other comprehensive (loss) income for the nine months ended September 30, 2016 , are as follows: Gain (Loss) As of Gain (Loss) reclassified As of December 31, Recognized from AOCI September 30, 2015 in OCI to income 2016 Changes in fair market value of hedges: Gross $ (768 ) $ (742 ) $ 685 $ (825 ) Income tax expense (benefit) 289 278 (257 ) 310 Net (479 ) (464 ) 428 (515 ) Changes in unrealized pension cost: Gross (161,719 ) — 4,393 (157,326 ) Income tax expense (benefit) 64,361 — (1,640 ) 62,721 Net (97,358 ) — 2,753 (94,605 ) Cumulative translation adjustment: Gross (1,279 ) (877 ) — (2,156 ) Income tax expense (benefit) 111 (13 ) — 98 Net (1,168 ) (890 ) — (2,058 ) Total accumulated other comprehensive (loss) income $ (99,005 ) $ (1,354 ) $ 3,181 $ (97,178 ) The components of accumulated other comprehensive (loss) income for the nine months ended September 27, 2015 , are as follows: Gain (Loss) As of Gain (Loss) reclassified As of December 31, Recognized from AOCI September 27, 2014 in OCI to income 2015 Changes in fair market value of hedges: Gross $ (1,020 ) $ (628 ) $ 574 $ (1,074 ) Income tax expense (benefit) 384 236 (216 ) 404 Net (636 ) (392 ) 358 (670 ) Changes in unrealized pension cost: Gross (169,291 ) 5,169 — (164,122 ) Income tax expense (benefit) 65,124 (1,870 ) — 63,254 Net (104,167 ) 3,299 — (100,868 ) Cumulative translation adjustment: Gross 245 (729 ) — (484 ) Income tax expense (benefit) 325 (88 ) — 237 Net $ 570 $ (817 ) $ — $ (247 ) Total accumulated other comprehensive (loss) income $ (104,233 ) $ 2,090 $ 358 $ (101,785 ) |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Sep. 30, 2016 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | Shareholders’ Equity Share count and par value data related to shareholders’ equity are as follows: As of September 30, December 31, 2016 2015 Preferred Stock Par value per share No par value No par value Shares authorized 25,000,000 25,000,000 Shares outstanding — — Common Stock Par value per share No par value No par value Shares authorized 75,000,000 75,000,000 Shares issued 56,453,531 56,242,499 Shares outstanding 32,759,509 32,548,477 Treasury stock Shares held 23,694,022 23,694,022 No common stock repurchases were made during the nine months ended September 30, 2016 . Through September 30, 2016 , CTS had purchased 395,763 shares of common stock for an aggregate of $7,446 under a previously board-authorized share repurchase plan allowing for up to $25,000 in stock repurchases. Approximately $17,554 is available for future purchases. A roll-forward of common shares outstanding is as follows: Nine Months Ended September 30, September 27, 2016 2015 Balance at the beginning of the year 32,548,477 33,392,060 Repurchases — (851,882 ) Shares issued upon exercise of stock options — 5,200 Restricted share issuances 211,032 134,919 Balance at the end of the period 32,759,509 32,680,297 Certain potentially dilutive restricted stock units are excluded from diluted earning per share because they are anti-dilutive. The number of awards that were anti-dilutive at September 30, 2016 and September 27, 2015 were 2,019 and 0 , respectively. |
Equity-Based Compensation
Equity-Based Compensation | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Equity-Based Compensation | Equity-Based Compensation At September 30, 2016 , CTS had four equity-based compensation plans: the Nonemployee Directors’ Stock Retirement Plan (“Directors’ Plan”), the 2004 Omnibus Long-Term Incentive Plan (“2004 Plan”), the 2009 Omnibus Equity and Performance Incentive Plan (“2009 Plan”), and the 2014 Performance & Incentive Plan (“2014 Plan”). Future grants can only be made under the 2014 Plan. The 2009 Plan, and previously the 2004 Plan, provides for grants of incentive stock options or nonqualified stock options to officers, key employees, and non-employee members of CTS’ Board of Directors. In addition, the 2014 Plan, the 2009 Plan, and the 2004 Plan allow for grants of stock appreciation rights, restricted stock, restricted stock units ("RSUs"), performance shares, performance units, and other stock awards. The following table summarizes the compensation expense included in selling, general and administrative expenses in the Condensed Consolidated Statements of Earnings related to equity-based compensation plans: Three Months Ended Nine Months Ended September 30, September 27, September 30, September 27, 2016 2015 2016 2015 Service-Based RSUs $ 523 $ 295 $ 1,471 $ 1,244 Performance-Based RSUs 132 (62 ) 107 709 Market-Based RSUs 137 60 181 702 Total $ 792 $ 293 $ 1,759 $ 2,655 Income tax benefit $ 298 $ 110 $ 661 $ 998 The following table summarizes the unrecognized compensation expense related to non-vested RSUs by type and the weighted-average period in which the expense is to be recognized: Unrecognized compensation Weighted- expense at average September 30, 2016 period Service-Based RSUs $ 1,532 1.3 years Performance-Based RSUs 595 1.4 years Market-Based RSUs 535 1.3 years Total $ 2,662 1.3 years CTS recognizes expense on a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award was, in substance, multiple awards. The following table summarizes the maximum number of awards available to be granted under these plans as of September 30, 2016 : 2014 Plan 2009 Plan 2004 Plan Directors' Plan Awards originally available 1,500,000 3,400,000 6,500,000 N/A Stock options outstanding — — — — Options exercisable — — — — Performance-based options outstanding 320,000 — — — Service-based RSUs outstanding 253,826 169,444 78,947 25,985 Performance and market-based RSUs outstanding at 200% of target 337,300 86,120 — — RSUs vested and released 49,173 — — — Awards available for grant 539,701 255,564 78,947 25,985 Stock Options Stock options are exercisable in cumulative annual installments over a maximum 10 -year period, commencing at least one year from the date of grant. Stock options are generally granted with an exercise price equal to the market price of CTS’ stock on the date of grant, vest over four years , and have a 10 -year contractual life. The awards generally contain provisions to either accelerate vesting or allow vesting to continue on schedule upon retirement if certain service and age requirements are met. The awards also provide for accelerated vesting if there is a change in control event. CTS has no stock options exercisable or outstanding as of September 30, 2016 , other than the performance-based stock options described below. Performance-Based Stock Options During 2015 and 2016, the Compensation Committee of the Board of Directors of the Company (the “Committee”) granted a total of 350,000 performance-based stock option awards (“Performance-Based Option Awards”) for certain CTS employees under the 2014 Plan, of which 320,000 remain outstanding after considering forfeitures. The Performance-Based Option Awards have an exercise price of $18.37 , a term of five years , and generally will become exercisable (provided the optionee remains employed by CTS or an affiliate) upon CTS’ attainment of at least $600,000 in revenues during any of CTS’ four -fiscal-quarter trailing periods (as determined by the Committee) during the term. CTS has not recognized any expense on these Performance-Based Option Awards for the nine months ended September 30, 2016 , since the revenue target is not deemed likely to be attained based on our current forecast. Service-Based Restricted Stock Units Service-based RSUs entitle the holder to receive one share of common stock for each unit when the unit vests. RSUs are issued to officers, key employees and non-employee directors as compensation. Generally, the RSUs vest over a three -year period. RSUs granted to non-employee directors vest one month after the grant date. Upon grant, each non-employee director elects to either receive the stock associated with the RSU immediately upon vesting, or defer receipt of the stock until his or her retirement from the Board of Directors. The fair value of the RSUs is equivalent to the trading value of CTS’ common stock on the grant date. A summary of the status of RSUs granted under the 2004, 2009, and 2014 plans is presented below: Nine Months Ended September 30, 2016 Units Weighted Outstanding at January 1, 2016 471,196 $ 13.27 Granted 164,922 13.97 Vested and released (98,633 ) 14.45 Forfeited (35,268 ) 17.05 Outstanding at September 30, 2016 502,217 $ 12.93 Releasable at September 30, 2016 278,082 $ 11.34 A summary of the status of RSUs granted under the Director's Plan is presented below: Nine Months Ended September 30, 2016 Units Weighted Outstanding at January 1, 2016 33,974 $ 11.75 Granted — — Vested and released (7,989 ) 11.75 Forfeited — — Outstanding at September 30, 2016 25,985 $ 11.75 Releasable at September 30, 2016 25,985 $ 11.75 Performance and Market-Based Restricted Stock Units CTS grants performance-based restricted stock unit awards to certain executives. Vesting may occur in the amount of zero percent to 200% of the grant target. Vesting is subject to certification of the financial results for the last year in the performance period by CTS’ independent auditors. The number of awards vesting is dependent upon CTS’ achievement of either sales growth targets or cash flow targets as defined in the agreements. CTS grants market-based restricted stock unit awards to certain executives and key employees. Vesting may occur in the amount of zero percent to 200% of the grant target. Vesting is subject to certification of the financial results for the last year of the target range by CTS’ independent auditors. The number of awards vesting is determined using a matrix based on a percentile ranking of CTS' total stockholder return with a peer group total shareholder return over the three -year period comprising the performance period. Vesting is tied exclusively to CTS' total stockholder return relative to peer group companies’ total stockholder return rates during the performance period. The following table summarizes the performance and market-based RSU activity as of and for the nine months ended September 30, 2016 : Units Weighted Outstanding at January 1, 2016 249,560 14.59 Granted 108,650 13.56 Attained by performance 97,017 10.48 Released (234,517 ) 10.52 Forfeited (9,000 ) 14.41 Outstanding at September 30, 2016 211,710 16.58 Maximum potential units outstanding at September 30, 2016 423,420 16.58 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements CTS uses interest rate swaps to convert our line of credit’s variable rate of interest into a fixed rate and foreign currency forward contracts to hedge the effect of foreign currency changes on certain revenues and costs denominated in foreign currencies. These derivative financial instruments are measured at fair value on a recurring basis. The table below summarizes CTS’ financial assets (liabilities) that were measured at fair value at September 30, 2016 : Quoted Prices in Active Significant Carrying Markets for Other Significant Value at Identical Observable Unobservable September 30, Instruments Inputs Inputs 2016 (Level 1) (Level 2) (Level 3) Interest rate swaps $ (606 ) $ — $ (606 ) $ — Foreign currency hedges $ (234 ) $ — $ (234 ) $ — The table below summarizes the financial liability that was measured at fair value on a recurring basis as of December 31, 2015 : Quoted Prices in Active Significant Carrying Markets for Other Significant Value at Identical Observable Unobservable December 31, Instruments Inputs Inputs 2015 (Level 1) (Level 2) (Level 3) Interest rate swaps $ (768 ) $ — $ (768 ) $ — The fair value of our interest rate swaps and foreign currency hedges were measured using standard valuation models using market-based observable inputs over the contractual terms, including forward yield curves, among others. There is a readily determinable market for these derivative instruments, but that market is not active and therefore they are classified within level 2 of the fair value hierarchy. The table below provides a reconciliation of the recurring financial assets (liabilities) for our derivative instruments: Foreign Interest Currency Rate Swaps Hedges Balance at January 1, 2015 $ (1,020 ) $ — Realized gains included in earnings 768 — Unrealized (losses) (516 ) — Balance at December 31, 2015 $ (768 ) $ — Realized gains included in earnings 709 — Unrealized (losses) (547 ) (234 ) Balance at September 30, 2016 $ (606 ) $ (234 ) CTS' long-term debt consists of the Revolving Credit Facility which is recorded at its carrying value. There is a readily determinable market for CTS' long-term debt and it is classified within Level 2 of the fair value hierarchy as the market is not deemed to be active. The fair value of long-term debt approximates carrying value and was determined by valuing a similar hypothetical coupon bond and attributing that value to our long-term debt under the Revolving Credit Facility. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The effective tax rates for the three and nine -month periods in 2016 and 2015 are as follows: Three Months Ended Nine Months Ended September 30, September 27, September 30, September 27, 2016 2015 2016 2015 Effective tax rate 68.3 % 31.2 % 43.2 % (59.2 )% CTS' effective income tax rate was 68.3% and 31.2% in the third quarter of 2016 and 2015, respectively. The tax rate in the third quarter and first nine months of 2016 reflected an increase in valuation allowances recorded against certain state net operating losses and tax credits and the revaluation of U.S. deferred taxes as a result of the June 2016 restructuring activities discussed in Note 7. The rates also reflect an increase in a valuation allowance on certain non-U.S. losses as a result of changes in the expectation of CTS' ability to utilize those losses, changes in the mix of earnings by jurisdiction, various other discrete items, CTS' decision to no longer permanently reinvest the earnings of its Canadian and U.K. subsidiaries, and tax expense for withholding taxes on earnings in China that are not anticipated to be maintained in China. CTS began recording tax expense for withholding taxes in China in the fourth quarter of 2015 and expects to continue this practice going forward. During the first nine months of 2015, CTS reflected a benefit attributable to filing amended U.S. federal tax returns in order to take credits for foreign taxes paid which was partially offset by a reserve recorded on an uncertain tax position. CTS’ continuing practice is to recognize interest and/or penalties related to income tax matters as income tax expense. For the three months ended September 30, 2016 , and September 27, 2015 , CTS accrued $181 and $136 of interest or penalties in income tax expense. For the nine months ended September 30, 2016 and September 27, 2015 , CTS accrued $552 and $957 of interest or penalties in income tax expense. |
Business Combinations
Business Combinations | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Business Combinations | Business Combinations On March 11, 2016, CTS acquired all of the outstanding membership interests in CTG Advanced Materials, LLC (“CTG-AM”), a privately-held company, for $73 million in cash plus a working capital adjustment. CTG-AM, formerly operated as H.C. Materials, is the market leading designer and manufacturer of single crystal piezoelectric materials, serving major original equipment manufacturers throughout the medical marketplace. These materials enable high definition ultrasound imaging (3D and 4D), as well as intravascular ultrasound applications. Other applications for these materials include wireless pacemakers, implantable hearing aids, and defense technologies. With the CTG-AM acquisition, CTS gains technology and proprietary manufacturing methods that expand its offering of piezoelectric materials. This allows CTS to become the leading large-scale commercial producer of both single crystal materials and traditional piezoelectric ceramics. The purchase price of $73,063 , net of cash acquired of $4 , has been allocated to the fair values of assets and liabilities acquired as of March 11, 2016. The following table summarizes the fair values of the assets acquired and the liabilities assumed at the date of acquisition: Fair Values at March 11, 2016 Current assets $ 4,215 Property, plant and equipment 6,173 Other assets 37 Goodwill 27,879 Intangible assets 35,427 Fair value of assets acquired 73,731 Less fair value of liabilities acquired (668 ) Net cash paid $ 73,063 Goodwill represents value the Company expects to be created by combining the operations of the acquired business with the Company's operations, including the expansion into markets within our existing business, access to new customers, and potential cost savings and synergies. Goodwill related to the acquisition is expected to be deductible for tax purposes. The following table summarizes the carrying amounts and weighted average lives of the acquired intangible assets: Intangible Asset Type Fair Value Weighted Average Amortization Period (in years) Developed Technology $ 23,730 15.0 Customer Relationships and Contracts 11,502 14.6 Other 195 0.8 Total $ 35,427 14.8 CTS incurred $804 in transaction related costs during the nine months ended September 30, 2016 . These costs are included in selling, general, and administrative costs in our Condensed Consolidated Statement of Earnings. Results of operations for CTG -AM are included in our consolidated condensed financial statements beginning on March 11, 2016. The amount of net sales and net loss from CTG-AM since the acquisition date that have been included in the Condensed Consolidated Statement of Earnings are as follows: For the period Net sales $ 7,096 Net earnings $ 256 Supplemental Pro Forma Information The unaudited pro forma amounts below include CTG-AM's revenues and earnings that would have been included in our Condensed Consolidated Statement of Earnings had the acquisition date been January 1, 2015. Three Months Ended Nine Months Ended September 30, September 27, September 30 September 27, 2016 2015 2016 2015 Net sales $ 99,697 $ 93,818 $ 297,407 $ 299,123 Net earnings $ 3,720 $ (4,014 ) $ 25,969 $ 22,301 Earnings per share: Basic $ 0.11 $ (0.12 ) $ 0.79 $ 0.67 Diluted $ 0.11 $ (0.12 ) $ 0.78 $ 0.66 The pro forma results have been prepared for informational purposes only and include adjustments to amortize acquired intangible assets with finite life, reflect additional interest expense on debt used to fund the acquisition, and to record the tax consequences of the pro forma adjustments. Included in the pro forma results are nonrecurring expenses for transaction costs of $0 and $804 and additional cost of goods sold of $0 and $1,151 for the three and nine -month periods ended September 30, 2016 for inventory recognized at fair value as a result of acquisition-related adjustments. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements ASU 2016-15 "Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments" In August 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-15, "Classification of Certain Cash Receipts and Cash Payments". This ASU reduces the diversity in reporting of eight specific cash flow issues due to accounting guidance that is unclear or does not exist. The eight issues relate to certain debt activities, business combination activities, insurance settlements and other various activities. This guidance is effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. Early adoption is permitted and is to be applied retrospectively using a transition method for each period presented. An entity that elects early adoption of the amendment under this ASU must adopt all aspects of the amendment in the same period. This guidance will not have a material impact on our consolidated financial statements. ASU 2016-9 "Compensation-Stock Compensation (Topic 718): Improvement to Employee Share Based Payment Accounting" In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-09, “Improvements to Employee Share-Based Payment Accounting.” This ASU simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, forfeitures, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods. Early adoption is permitted. An entity that elects early adoption of the amendment under this ASU must adopt all aspects of the amendment in the same period. We are currently evaluating the impact this guidance will have on our consolidated financial statements. ASU 2016-5 "Derivatives and Hedging (Topic 815): Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships" In March 2016, the FASB issued ASU No. 2016-5 "Derivatives and Hedging (Topic 815): Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships". This amendment clarifies that a change in the counterparty to a derivative instrument does not on its own require dedesignation of the hedging instrument under Topic 815, provided that all other hedge accounting criteria (including those in paragraphs 815-20-35-14 through 35-18) continue to be met. This update can be applied prospectively or retrospectively and is effective for fiscal years beginning after December 15, 2016, and interim periods within those years. This update is not expected to have an impact to our financial statements. ASU 2016-2 "Leases (Topic 842)" In February 2016, the FASB issued ASU 2016-2, "Leases (Topic 842)". This amendment created a new Topic under the accounting standards codification to account for the provisions of the ASU. This amendment is meant to provide transparency and to improve comparability between entities. The ASU requires companies to record an asset and liability to the balance sheet for leases that were formerly designated as operating leases as well as leases designated as financing leases. The provisions of the ASU predominately change the recognition of leases for lessees, the provisions do not substantially change the accounting for lessors. This ASU will supersede the provisions of Topic 840 Leases. The liability recorded for a lease is meant to recognize the lease payments and the asset as a right to use the underlying asset for the lease, including optional periods if it is reasonably certain the option will be exercised. Recording of the liability should be based on the present value of the lease payments. If a lease term is less than twelve month, a company is allowed to elect not to record the asset and liability. Expense related to these leases are to be amortized straight-line over the term of the lease. Additionally, the provisions of this ASU provide additional guidance on separating lease terms from maintenance and other type of provisions that provide a good or service, accounting for sale-leaseback provisions, and leveraged leases. Reporting in the cash flow statement remains virtually unchanged. Additional qualitative and quantitative disclosures are required. These updates are required to be applied under a modified retrospective approach from the beginning of the earlier period presented. The modified approach provides optional practical expedients that may be elected, which will allow companies to continue to account for leases under the previous guidance for leases that commenced prior to the effective date. The provisions of this ASU are effective for fiscal years beginning after December 15, 2018, and interim periods within those periods. Early adoption is allowed. The provisions of this guidance are still being evaluated and the impact on CTS' financial statements has not yet been determined. ASU 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes” In November 2015, FASB issued ASU 2015-17, "Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes". The amendment requires Company's to begin classifying all deferred income taxes as non-current. The provisions are expected to simplify the presentation of deferred income taxes and align the presentation of deferred income taxes with the International Financial Reporting Standards ("IFRS"). The amendments in this update are effective for annual periods beginning after December 16, 2016, and interim periods within those annual periods. The update can be applied prospectively or retrospectively. The Company early adopted the above guidance on January 1, 2016 and elected to retrospectively apply its provisions. This resulted in reclassification of the amounts in our December 31, 2015 Consolidated Balance Sheet as shown in Note 1 - Basis of Presentation. ASU 2015-16, “Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments” In September 2015, the FASB issued Accounting Standards Update (“ASU”) 2015-16, "Business Combinations (Topic 805) Simplifying the Accounting for Measurement-Period Adjustments of Inventory". The amendments clarify that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The acquirer needs to record, in the same period’s financial statements, the effect of changes in depreciation, amortization, or other income as a result of the change to the provisional amounts as if the accounting had been completed at the acquisition date. This amendment requires an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current period earnings by line item, as if the provisional adjustments had been recognized as of the acquisition date. This ASU became effective for CTS on January 1, 2016 and its provisions did not have an impact on our financial statements. ASU 2015-14 , "Revenue from Contracts with Customers (Topic 606)" In August 2015, the FASB issued ASU 2015-14, "Accounting for Revenue from Contracts with Customers (Topic 606) ". The amended guidance deferred the effective date of ASU 2014-09 "Revenue from Contracts with Customers (Topic 606) " to annual periods beginning after December 15, 2017, and interim periods within that reporting period. Early adoption is permitted for annual periods beginning after December 15, 2016, and interim periods within that annual period. In addition, in April 2016 the FASB issued ASU 2016-10 "Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing (Topic 606)", which amends the revenue guidance on identifying performance obligations and accounting for intellectual property licenses. In May 2016, the FASB issued ASU 2016-12 "Revenue from Contracts with Customers: Narrow-Scope Improvements and Practical Expedients (Topic 606)", which provides additional guidance in assessing whether a transaction meets the definition of revenue, in narrowed circumstances during the transition to ASU 2014-09 and subsequent to implementation. This update can either be applied under either a cumulative effect or retrospective method. ASU 2016-10 and ASU 2016-12 must be adopted concurrently with ASU 2014-09. The impact of ASU 2014-9 on our financial statements has not yet been determined. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying condensed consolidated financial statements have been prepared by CTS Corporation (“CTS” or “the Company”), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations. The unaudited condensed consolidated financial statements should be read in conjunction with the financial statements, notes thereto, and other information included in the Company’s Annual Report on Form 10‑K for the year ended December 31, 2015 . The accompanying unaudited condensed consolidated financial statements reflect, in the opinion of management, all adjustments (consisting of normal recurring items) necessary for a fair statement, in all material respects, of the financial position and results of operations for the periods presented. 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, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ materially from those estimates. The results of operations for the interim periods are not necessarily indicative of the results for the entire year. |
Reclassifications | Reclassifications Certain prior period reclassifications have been made in the Condensed Consolidated Balance Sheet as a result of including our other post-retirement benefit plan liabilities in Post-retirement obligations as well as the retrospective application of a new accounting pronouncement |
Recent Accounting Pronouncements | ASU 2016-9 "Compensation-Stock Compensation (Topic 718): Improvement to Employee Share Based Payment Accounting" In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-09, “Improvements to Employee Share-Based Payment Accounting.” This ASU simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, forfeitures, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods. Early adoption is permitted. An entity that elects early adoption of the amendment under this ASU must adopt all aspects of the amendment in the same period. We are currently evaluating the impact this guidance will have on our consolidated financial statements. ASU 2016-5 "Derivatives and Hedging (Topic 815): Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships" In March 2016, the FASB issued ASU No. 2016-5 "Derivatives and Hedging (Topic 815): Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships". This amendment clarifies that a change in the counterparty to a derivative instrument does not on its own require dedesignation of the hedging instrument under Topic 815, provided that all other hedge accounting criteria (including those in paragraphs 815-20-35-14 through 35-18) continue to be met. This update can be applied prospectively or retrospectively and is effective for fiscal years beginning after December 15, 2016, and interim periods within those years. This update is not expected to have an impact to our financial statements. ASU 2016-2 "Leases (Topic 842)" In February 2016, the FASB issued ASU 2016-2, "Leases (Topic 842)". This amendment created a new Topic under the accounting standards codification to account for the provisions of the ASU. This amendment is meant to provide transparency and to improve comparability between entities. The ASU requires companies to record an asset and liability to the balance sheet for leases that were formerly designated as operating leases as well as leases designated as financing leases. The provisions of the ASU predominately change the recognition of leases for lessees, the provisions do not substantially change the accounting for lessors. This ASU will supersede the provisions of Topic 840 Leases. The liability recorded for a lease is meant to recognize the lease payments and the asset as a right to use the underlying asset for the lease, including optional periods if it is reasonably certain the option will be exercised. Recording of the liability should be based on the present value of the lease payments. If a lease term is less than twelve month, a company is allowed to elect not to record the asset and liability. Expense related to these leases are to be amortized straight-line over the term of the lease. Additionally, the provisions of this ASU provide additional guidance on separating lease terms from maintenance and other type of provisions that provide a good or service, accounting for sale-leaseback provisions, and leveraged leases. Reporting in the cash flow statement remains virtually unchanged. Additional qualitative and quantitative disclosures are required. These updates are required to be applied under a modified retrospective approach from the beginning of the earlier period presented. The modified approach provides optional practical expedients that may be elected, which will allow companies to continue to account for leases under the previous guidance for leases that commenced prior to the effective date. The provisions of this ASU are effective for fiscal years beginning after December 15, 2018, and interim periods within those periods. Early adoption is allowed. The provisions of this guidance are still being evaluated and the impact on CTS' financial statements has not yet been determined. ASU 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes” In November 2015, FASB issued ASU 2015-17, "Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes". The amendment requires Company's to begin classifying all deferred income taxes as non-current. The provisions are expected to simplify the presentation of deferred income taxes and align the presentation of deferred income taxes with the International Financial Reporting Standards ("IFRS"). The amendments in this update are effective for annual periods beginning after December 16, 2016, and interim periods within those annual periods. The update can be applied prospectively or retrospectively. The Company early adopted the above guidance on January 1, 2016 and elected to retrospectively apply its provisions. This resulted in reclassification of the amounts in our December 31, 2015 Consolidated Balance Sheet as shown in Note 1 - Basis of Presentation. ASU 2015-16, “Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments” In September 2015, the FASB issued Accounting Standards Update (“ASU”) 2015-16, "Business Combinations (Topic 805) Simplifying the Accounting for Measurement-Period Adjustments of Inventory". The amendments clarify that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The acquirer needs to record, in the same period’s financial statements, the effect of changes in depreciation, amortization, or other income as a result of the change to the provisional amounts as if the accounting had been completed at the acquisition date. This amendment requires an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current period earnings by line item, as if the provisional adjustments had been recognized as of the acquisition date. This ASU became effective for CTS on January 1, 2016 and its provisions did not have an impact on our financial statements. ASU 2015-14 , "Revenue from Contracts with Customers (Topic 606)" In August 2015, the FASB issued ASU 2015-14, "Accounting for Revenue from Contracts with Customers (Topic 606) ". The amended guidance deferred the effective date of ASU 2014-09 "Revenue from Contracts with Customers (Topic 606) " to annual periods beginning after December 15, 2017, and interim periods within that reporting period. Early adoption is permitted for annual periods beginning after December 15, 2016, and interim periods within that annual period. In addition, in April 2016 the FASB issued ASU 2016-10 "Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing (Topic 606)", which amends the revenue guidance on identifying performance obligations and accounting for intellectual property licenses. In May 2016, the FASB issued ASU 2016-12 "Revenue from Contracts with Customers: Narrow-Scope Improvements and Practical Expedients (Topic 606)", which provides additional guidance in assessing whether a transaction meets the definition of revenue, in narrowed circumstances during the transition to ASU 2014-09 and subsequent to implementation. This update can either be applied under either a cumulative effect or retrospective method. ASU 2016-10 and ASU 2016-12 must be adopted concurrently with ASU 2014-09. The impact of ASU 2014-9 on our financial statements has not yet been determined. |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Schedule Prior Period Adjustments | The chart below quantifies the effects of these reclassification adjustments on our December 31, 2015, financial statements: At December 31, 2015 Consolidated Balance Sheet Line Item As previously reported Reclassification adjustment As currently reported Other current assets $ 15,888 $ (6,025 ) $ 9,863 Deferred income taxes $ 58,544 $ 5,265 $ 63,809 Accrued liabilities $ (53,905 ) $ 6,731 $ (47,174 ) Post-retirement obligations $ (2,703 ) $ (4,527 ) $ (7,230 ) Other long-term obligations $ (7,725 ) $ (1,444 ) $ (9,169 ) |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Receivables [Abstract] | |
Components of Accounts Receivable | The components of accounts receivable are as follows: As of September 30, December 31, 2016 2015 Accounts receivable, gross $ 62,556 $ 54,696 Less: Allowance for doubtful accounts (176 ) (133 ) Accounts receivable, net $ 62,380 $ 54,563 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories | Inventories consist of the following: As of September 30, December 31, 2016 2015 Finished goods $ 6,084 $ 6,972 Work-in-process 9,884 6,828 Raw materials 19,380 16,991 Less: Inventory reserves (6,170 ) (6,191 ) Inventories, net $ 29,178 $ 24,600 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
Sep. 27, 2015 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property, Plant and Equipment | Property, plant and equipment is comprised of the following: As of September 30, December 31, 2016 2015 Land $ 2,330 $ 2,401 Buildings and improvements 63,192 65,731 Machinery and equipment 208,389 191,212 Less: Accumulated depreciation (194,582 ) (189,472 ) Property, plant and equipment, net $ 79,329 $ 69,872 |
Retirement Plans (Tables)
Retirement Plans (Tables) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 27, 2015 | Sep. 30, 2016 | Sep. 27, 2015 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||
Net Pension Income or Postretirement Expense | Net pension income for our domestic and foreign plans was as follows: Three Months Ended Nine Months Ended September 30, September 27, September 30, September 27, 2016 2015 2016 2015 Net pension income $ (440 ) $ (532 ) $ (1,234 ) $ (1,591 ) The components of net pension (income) expense for our domestic and foreign plans include the following: Domestic Pension Plans Foreign Pension Plans Three Months Ended Three Months Ended September 30, September 27, September 30, September 27, 2016 2015 2016 2015 Service cost $ 21 $ 42 $ 13 $ 16 Interest cost 2,756 2,815 12 124 Expected return on plan assets (1) (4,744 ) (5,068 ) (33 ) (135 ) Amortization of loss 1,499 1,585 36 89 (Income) expense, net $ (468 ) $ (626 ) $ 28 $ 94 (1) Expected return on plan assets is net of expected investment expenses and certain administrative expenses. Domestic Pension Plans Foreign Pension Plans Nine Months Ended Nine Months Ended September 30, 2016 September 27, 2015 September 30, 2016 September 27, 2015 Service cost $ 65 $ 128 $ 38 $ 49 Interest cost 8,268 8,444 34 371 Expected return on plan assets (1) (14,232 ) (15,204 ) (19 ) (402 ) Amortization of loss 4,495 4,754 105 269 Other cost due to retirement 12 — — — (Income) expense, net $ (1,392 ) $ (1,878 ) $ 158 $ 287 (1) Expected return on plan assets is net of expected investment expenses and certain administrative expenses. Net post-retirement expense for our other post-retirement plan includes the following components: Three Months Ended Nine Months Ended September 30, September 27, September 30, September 27, 2016 2015 2016 2015 Other post-retirement benefit plan Service cost $ — $ 1 $ 2 $ 3 Interest cost 52 51 156 153 Amortization of gain (37 ) (25 ) (112 ) (75 ) Post-retirement expense $ 15 $ 27 $ 46 $ 81 | |||
United States Pension Plan of US Entity [Member] | ||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||
Service cost | $ 21 | $ 42 | $ 65 | $ 128 |
Other Intangible Assets (Tables
Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of other intangible assets | Intangible assets consist of the following components: As of September 30, 2016 Gross Accumulated Net Amount Amortized intangible assets: Customer lists/relationships $ 63,386 $ (29,490 ) $ 33,896 Patents 10,319 (10,319 ) — Technology and other intangibles 36,715 (6,881 ) 29,834 In process research and development 2,200 — 2,200 Other intangible assets, net $ 112,620 $ (46,690 ) $ 65,930 Amortization expense for the three months ended September 30, 2016 $ 1,638 Amortization expense for the nine months ended September 30, 2016 $ 4,254 As of December 31, 2015 Gross Accumulated Net Amount Amortized intangible assets: Customer lists/relationships $ 51,804 $ (27,101 ) $ 24,703 Patents 10,319 (10,319 ) — Technology and other intangibles 12,871 (5,016 ) 7,855 In process research and development 2,200 — 2,200 Other intangible assets, net $ 77,194 $ (42,436 ) $ 34,758 Amortization expense for the three months ended September 27, 2015 $ 985 Amortization expense for the nine months ended September 27, 2015 $ 2,942 |
Summary of amortization expense remaining for other intangible assets | Amortization expense remaining for other intangible assets is as follows: Amortization 2016 $ 1,557 2017 6,064 2018 5,956 2019 5,947 2020 5,947 Thereafter 40,459 Total amortization expense $ 65,930 |
Costs Associated with Exit an31
Costs Associated with Exit and Restructuring Activities (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Restructuring Reserve Activity | The following table displays the restructuring liability activity for all plans for the period ended September 30, 2016 : Combined Plans Restructuring liability at January 1, 2016 $ 826 Restructuring and restructuring-related charges, excluding asset impairments and write-offs 2,175 Cost paid (1,026 ) Other activity (1) $ 30 Restructuring liability at September 30, 2016 $ 2,005 (1) Other activity includes asset impairments, write-offs of property, plant and equipment, the effects of currency translation and other charges that do not flow through restructuring expense. |
June 2013 Plan, April 2014 Plan and June 2016 Plan | |
Restructuring and Restructuring Related Charges of Actual Costs | Total restructuring, impairment and restructuring related charges were as follows: Three Months Ended September 30, 2016 September 27, 2015 Restructuring-related charges $ — $ 152 Restructuring and impairment charges 1,969 2,373 Total restructuring, impairment, and restructuring-related charges $ 1,969 $ 2,525 Nine Months Ended September 30, 2016 September 27, 2015 Restructuring-related charges $ — $ 444 Restructuring and impairment charges 2,175 5,229 Total restructuring, impairment, and restructuring-related charges $ 2,175 $ 5,673 |
June 2016 Plan | |
Restructuring and Restructuring Related Charges of Actual Costs | Total restructuring and impairment charges for the June 2016 Plan were as follows: Three Months Ended September 30, 2016 September 27, 2015 Restructuring and impairment charges 1,969 — Nine Months Ended September 30, 2016 September 27, 2015 Restructuring and impairment charges 2,175 — |
Schedule of Planned and Actual Costs Incurred to Date | The following table displays the planned restructuring and impairment charges associated with the June 2016 Plan as well as a summary of the actual costs incurred through September 30, 2016 : Actual costs incurred through June 2016 Plan Planned Costs September 30, 2016 Workforce reduction 3,075 2,175 Equipment relocation 7,925 — Asset impairment charge 3,700 — Other charges 1,300 — Restructuring and impairment charges 16,000 2,175 |
April 2014 Plan | |
Restructuring and Restructuring Related Charges of Actual Costs | Total restructuring, impairment and restructuring related charges under the April 2014 Plan were as follows: Three Months Ended September 30, 2016 September 27, 2015 Restructuring-related charges $ — $ 152 Restructuring and impairment charges — 2,025 Total restructuring, impairment, and restructuring related charges $ — $ 2,177 Nine Months Ended September 30, 2016 September 27, 2015 Restructuring-related charges $ — $ 369 Restructuring and impairment charges — 3,902 Total restructuring, impairment, and restructuring-related charges $ — $ 4,271 |
Schedule of Planned and Actual Costs Incurred to Date | The following table displays the planned restructuring and restructuring-related charges associated with the April 2014 Plan, as well as a summary of the actual costs incurred through September 30, 2016 : Actual costs incurred through April 2014 Plan Planned Costs September 30, 2016 Inventory write-down $ 850 $ — Equipment relocation 1,800 444 Other charges 1,400 113 Restructuring-related charges, included in cost of goods sold $ 4,050 $ 557 Workforce reduction $ 4,200 $ 4,423 Other charges, including pension termination costs 1,700 3,413 Restructuring and impairment charges $ 5,900 $ 7,836 Total restructuring, impairment and restructuring related charges $ 9,950 $ 8,393 |
June 2013 Plan | |
Restructuring and Restructuring Related Charges of Actual Costs | Under the June 2013 Plan, total restructuring, impairment and restructuring related charges incurred were as follows: Three Months Ended September 30, 2016 September 27, 2015 Restructuring-related charges $ — $ — Restructuring and impairment charges — 348 Total restructuring, impairment, and restructuring-related charges $ — $ 348 Nine Months Ended September 30, 2016 September 27, 2015 Restructuring-related charges $ — $ 75 Restructuring and impairment charges — 1,327 Total restructuring, impairment, and restructuring-related charges $ — $ 1,402 |
Schedule of Planned and Actual Costs Incurred to Date | The following table displays the planned restructuring and restructuring-related charges associated with the June 2013 Plan and a summary of the actual costs incurred through September 30, 2016 : Actual Planned incurred through June 2013 Plan Costs September 30, 2016 Inventory write-down $ 800 $ 1,143 Equipment relocation 900 1,792 Other charges 100 702 Restructuring-related charges, included in cost of goods sold $ 1,800 $ 3,637 Workforce reduction $ 10,150 $ 9,615 Asset impairment charge 3,000 4,139 Other charges, including pension termination costs 7,650 10,205 Restructuring and impairment charges $ 20,800 $ 23,959 Total restructuring and restructuring-related charges $ 22,600 $ 27,596 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Other Liabilities Disclosure [Abstract] | |
Components of Accrued Liabilities | The components of accrued liabilities are as follows: As of September 30, December 31, 2016 2015 Accrued product related costs $ 4,622 $ 5,245 Accrued income taxes 9,564 8,845 Accrued property and other taxes 1,990 1,838 Accrued outside commissions 1,267 97 Accrued professional fees 907 704 Accrued building improvement costs 1,669 1,768 Dividends payable 1,310 1,302 Remediation reserves 18,895 20,603 Other accrued liabilities 5,745 6,772 Total accrued liabilities $ 45,969 $ 47,174 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Summary of Long-Term Debt | Long-term debt was comprised of the following: As of September 30, December 31, 2016 2015 Revolving credit facility due in 2020 $ 96,000 $ 90,700 Weighted average interest rate 1.9 % 1.5 % Amount available $ 201,835 $ 106,985 Total credit facility $ 300,000 $ 200,000 Standby letters of credit $ 2,165 $ 2,315 Commitment fee percentage per annum 0.25 % 0.25 % |
Derivative Financial Instrume34
Derivative Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The location and fair values of derivative instruments designated as hedging instruments in the Condensed Consolidated Balance Sheets as of September 30, 2016 , are shown in the following table: As of September 30, December 31, 2016 2015 Foreign currency hedges reported in Accrued liabilities $ (234 ) $ — Interest rate swaps reported in Accrued liabilities $ (246 ) $ (768 ) Interest rate swaps reported in Other long-term obligations $ (360 ) $ — |
Derivative Instruments, Gain (Loss) | The effect of derivative instruments on the Condensed Consolidated Statements of Earnings is as follows: Three Months Ended Nine Months Ended September 30, September 27, September 30, September 27, 2016 2015 2016 2015 Foreign Exchange Contracts: Loss recognized in Net Sales $ (35 ) $ — $ (125 ) $ — Gain recognized in Cost of Goods Sold 51 — 139 — Gain recognized in Selling, General and Administrative expense — — 10 — Loss recognized in Other (expenses) income (5 ) — (9 ) — Interest Rate Swaps: Interest Expense $ 158 $ 192 $ 471 $ 574 Total $ 169 $ 192 $ 486 $ 574 The table below provides a reconciliation of the recurring financial assets (liabilities) for our derivative instruments: Foreign Interest Currency Rate Swaps Hedges Balance at January 1, 2015 $ (1,020 ) $ — Realized gains included in earnings 768 — Unrealized (losses) (516 ) — Balance at December 31, 2015 $ (768 ) $ — Realized gains included in earnings 709 — Unrealized (losses) (547 ) (234 ) Balance at September 30, 2016 $ (606 ) $ (234 ) |
Accumulated Other Comprehensi35
Accumulated Other Comprehensive (Loss) Income (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive (Loss) Income | The components of accumulated other comprehensive (loss) income for the three months ended September 30, 2016 , are as follows: Gain (Loss) As of Gain (Loss) reclassified As of June 30, Recognized from AOCI September 30, 2016 in OCI to income 2016 Changes in fair market value of hedges: Gross $ (403 ) $ (643 ) $ 221 $ (825 ) Income tax expense (benefit) 151 242 (83 ) 310 Net (252 ) (401 ) 138 (515 ) Changes in unrealized pension cost: Gross (158,763 ) — 1,437 (157,326 ) Income tax expense (benefit) 63,260 — (539 ) 62,721 Net (95,503 ) — 898 (94,605 ) Cumulative translation adjustment: Gross (1,995 ) (161 ) — (2,156 ) Income tax expense (benefit) 101 (3 ) — 98 Net (1,894 ) (164 ) — (2,058 ) Total accumulated other comprehensive (loss) income $ (97,649 ) $ (565 ) $ 1,036 $ (97,178 ) The components of accumulated other comprehensive (loss) income for the three months ended September 27, 2015 , are as follows: Gain (Loss) As of Gain (Loss) reclassified As of June 28, Recognized from AOCI September 27, 2015 in OCI to income 2015 Changes in fair market value of hedges: Gross $ (1,047 ) $ (219 ) $ 192 $ (1,074 ) Income tax expense (benefit) 394 82 (72 ) 404 Net (653 ) (137 ) 120 (670 ) Changes in unrealized pension cost: Gross (166,161 ) 2,039 — (164,122 ) Income tax expense (benefit) 63,957 (703 ) — 63,254 Net (102,204 ) 1,336 — (100,868 ) Cumulative translation adjustment: Gross 572 (1,056 ) — (484 ) Income tax expense (benefit) 385 (148 ) — 237 Net 957 (1,204 ) — (247 ) Total accumulated other comprehensive (loss) income $ (101,900 ) $ (5 ) $ 120 $ (101,785 ) The components of accumulated other comprehensive (loss) income for the nine months ended September 30, 2016 , are as follows: Gain (Loss) As of Gain (Loss) reclassified As of December 31, Recognized from AOCI September 30, 2015 in OCI to income 2016 Changes in fair market value of hedges: Gross $ (768 ) $ (742 ) $ 685 $ (825 ) Income tax expense (benefit) 289 278 (257 ) 310 Net (479 ) (464 ) 428 (515 ) Changes in unrealized pension cost: Gross (161,719 ) — 4,393 (157,326 ) Income tax expense (benefit) 64,361 — (1,640 ) 62,721 Net (97,358 ) — 2,753 (94,605 ) Cumulative translation adjustment: Gross (1,279 ) (877 ) — (2,156 ) Income tax expense (benefit) 111 (13 ) — 98 Net (1,168 ) (890 ) — (2,058 ) Total accumulated other comprehensive (loss) income $ (99,005 ) $ (1,354 ) $ 3,181 $ (97,178 ) The components of accumulated other comprehensive (loss) income for the nine months ended September 27, 2015 , are as follows: Gain (Loss) As of Gain (Loss) reclassified As of December 31, Recognized from AOCI September 27, 2014 in OCI to income 2015 Changes in fair market value of hedges: Gross $ (1,020 ) $ (628 ) $ 574 $ (1,074 ) Income tax expense (benefit) 384 236 (216 ) 404 Net (636 ) (392 ) 358 (670 ) Changes in unrealized pension cost: Gross (169,291 ) 5,169 — (164,122 ) Income tax expense (benefit) 65,124 (1,870 ) — 63,254 Net (104,167 ) 3,299 — (100,868 ) Cumulative translation adjustment: Gross 245 (729 ) — (484 ) Income tax expense (benefit) 325 (88 ) — 237 Net $ 570 $ (817 ) $ — $ (247 ) Total accumulated other comprehensive (loss) income $ (104,233 ) $ 2,090 $ 358 $ (101,785 ) |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Stockholders' Equity Note [Abstract] | |
Summary of Share Count and Par Value Data Related to Shareholders' Equity | Share count and par value data related to shareholders’ equity are as follows: As of September 30, December 31, 2016 2015 Preferred Stock Par value per share No par value No par value Shares authorized 25,000,000 25,000,000 Shares outstanding — — Common Stock Par value per share No par value No par value Shares authorized 75,000,000 75,000,000 Shares issued 56,453,531 56,242,499 Shares outstanding 32,759,509 32,548,477 Treasury stock Shares held 23,694,022 23,694,022 |
Summary of Common Shares Outstanding | A roll-forward of common shares outstanding is as follows: Nine Months Ended September 30, September 27, 2016 2015 Balance at the beginning of the year 32,548,477 33,392,060 Repurchases — (851,882 ) Shares issued upon exercise of stock options — 5,200 Restricted share issuances 211,032 134,919 Balance at the end of the period 32,759,509 32,680,297 Certain potentially dilutive restricted stock units are excluded from diluted earning per share because they are anti-dilutive. The number of awards that were anti-dilutive at September 30, 2016 and September 27, 2015 were 2,019 and 0 , respectively. |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Equity-Based Compensation Expense | The following table summarizes the compensation expense included in selling, general and administrative expenses in the Condensed Consolidated Statements of Earnings related to equity-based compensation plans: Three Months Ended Nine Months Ended September 30, September 27, September 30, September 27, 2016 2015 2016 2015 Service-Based RSUs $ 523 $ 295 $ 1,471 $ 1,244 Performance-Based RSUs 132 (62 ) 107 709 Market-Based RSUs 137 60 181 702 Total $ 792 $ 293 $ 1,759 $ 2,655 Income tax benefit $ 298 $ 110 $ 661 $ 998 |
Schedule of Unrecognized Equity-Based Compensation Expense | The following table summarizes the unrecognized compensation expense related to non-vested RSUs by type and the weighted-average period in which the expense is to be recognized: Unrecognized compensation Weighted- expense at average September 30, 2016 period Service-Based RSUs $ 1,532 1.3 years Performance-Based RSUs 595 1.4 years Market-Based RSUs 535 1.3 years Total $ 2,662 1.3 years |
Summary of Status of Equity-Based Compensation Plans | The following table summarizes the maximum number of awards available to be granted under these plans as of September 30, 2016 : 2014 Plan 2009 Plan 2004 Plan Directors' Plan Awards originally available 1,500,000 3,400,000 6,500,000 N/A Stock options outstanding — — — — Options exercisable — — — — Performance-based options outstanding 320,000 — — — Service-based RSUs outstanding 253,826 169,444 78,947 25,985 Performance and market-based RSUs outstanding at 200% of target 337,300 86,120 — — RSUs vested and released 49,173 — — — Awards available for grant 539,701 255,564 78,947 25,985 |
Summary of Service-Based Restricted Stock Units | A summary of the status of RSUs granted under the 2004, 2009, and 2014 plans is presented below: Nine Months Ended September 30, 2016 Units Weighted Outstanding at January 1, 2016 471,196 $ 13.27 Granted 164,922 13.97 Vested and released (98,633 ) 14.45 Forfeited (35,268 ) 17.05 Outstanding at September 30, 2016 502,217 $ 12.93 Releasable at September 30, 2016 278,082 $ 11.34 A summary of the status of RSUs granted under the Director's Plan is presented below: Nine Months Ended September 30, 2016 Units Weighted Outstanding at January 1, 2016 33,974 $ 11.75 Granted — — Vested and released (7,989 ) 11.75 Forfeited — — Outstanding at September 30, 2016 25,985 $ 11.75 Releasable at September 30, 2016 25,985 $ 11.75 |
Schedule of Components of Market-Based RSU's | The following table summarizes the performance and market-based RSU activity as of and for the nine months ended September 30, 2016 : Units Weighted Outstanding at January 1, 2016 249,560 14.59 Granted 108,650 13.56 Attained by performance 97,017 10.48 Released (234,517 ) 10.52 Forfeited (9,000 ) 14.41 Outstanding at September 30, 2016 211,710 16.58 Maximum potential units outstanding at September 30, 2016 423,420 16.58 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Liability Measured at Fair Value on a Recurring Basis | The table below summarizes CTS’ financial assets (liabilities) that were measured at fair value at September 30, 2016 : Quoted Prices in Active Significant Carrying Markets for Other Significant Value at Identical Observable Unobservable September 30, Instruments Inputs Inputs 2016 (Level 1) (Level 2) (Level 3) Interest rate swaps $ (606 ) $ — $ (606 ) $ — Foreign currency hedges $ (234 ) $ — $ (234 ) $ — The table below summarizes the financial liability that was measured at fair value on a recurring basis as of December 31, 2015 : Quoted Prices in Active Significant Carrying Markets for Other Significant Value at Identical Observable Unobservable December 31, Instruments Inputs Inputs 2015 (Level 1) (Level 2) (Level 3) Interest rate swaps $ (768 ) $ — $ (768 ) $ — |
Reconciliation of Recurring Financial Liability Related to Interest Rate Swaps | The effect of derivative instruments on the Condensed Consolidated Statements of Earnings is as follows: Three Months Ended Nine Months Ended September 30, September 27, September 30, September 27, 2016 2015 2016 2015 Foreign Exchange Contracts: Loss recognized in Net Sales $ (35 ) $ — $ (125 ) $ — Gain recognized in Cost of Goods Sold 51 — 139 — Gain recognized in Selling, General and Administrative expense — — 10 — Loss recognized in Other (expenses) income (5 ) — (9 ) — Interest Rate Swaps: Interest Expense $ 158 $ 192 $ 471 $ 574 Total $ 169 $ 192 $ 486 $ 574 The table below provides a reconciliation of the recurring financial assets (liabilities) for our derivative instruments: Foreign Interest Currency Rate Swaps Hedges Balance at January 1, 2015 $ (1,020 ) $ — Realized gains included in earnings 768 — Unrealized (losses) (516 ) — Balance at December 31, 2015 $ (768 ) $ — Realized gains included in earnings 709 — Unrealized (losses) (547 ) (234 ) Balance at September 30, 2016 $ (606 ) $ (234 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Reconciliation of Effective Income Taxes Rate | The effective tax rates for the three and nine -month periods in 2016 and 2015 are as follows: Three Months Ended Nine Months Ended September 30, September 27, September 30, September 27, 2016 2015 2016 2015 Effective tax rate 68.3 % 31.2 % 43.2 % (59.2 )% |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The following table summarizes the fair values of the assets acquired and the liabilities assumed at the date of acquisition: Fair Values at March 11, 2016 Current assets $ 4,215 Property, plant and equipment 6,173 Other assets 37 Goodwill 27,879 Intangible assets 35,427 Fair value of assets acquired 73,731 Less fair value of liabilities acquired (668 ) Net cash paid $ 73,063 The amount of net sales and net loss from CTG-AM since the acquisition date that have been included in the Condensed Consolidated Statement of Earnings are as follows: For the period Net sales $ 7,096 Net earnings $ 256 |
Business Acquisition, Pro Forma Information | Three Months Ended Nine Months Ended September 30, September 27, September 30 September 27, 2016 2015 2016 2015 Net sales $ 99,697 $ 93,818 $ 297,407 $ 299,123 Net earnings $ 3,720 $ (4,014 ) $ 25,969 $ 22,301 Earnings per share: Basic $ 0.11 $ (0.12 ) $ 0.79 $ 0.67 Diluted $ 0.11 $ (0.12 ) $ 0.78 $ 0.66 |
Schedule of Finite-Lived Intangible Assets Acquired | The following table summarizes the carrying amounts and weighted average lives of the acquired intangible assets: Intangible Asset Type Fair Value Weighted Average Amortization Period (in years) Developed Technology $ 23,730 15.0 Customer Relationships and Contracts 11,502 14.6 Other 195 0.8 Total $ 35,427 14.8 |
Basis of Presentation (Details)
Basis of Presentation (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Consolidated Balance Sheet Line Item | ||
Other current assets | $ 10,852 | $ 9,863 |
Deferred income taxes | 48,963 | 63,809 |
Accrued liabilities | (45,969) | (47,174) |
Post retirement obligations | (7,066) | (7,230) |
Other long-term obligations | $ (3,102) | (9,169) |
As previously reported | ||
Consolidated Balance Sheet Line Item | ||
Other current assets | 15,888 | |
Deferred income taxes | 58,544 | |
Accrued liabilities | (53,905) | |
Post retirement obligations | (2,703) | |
Other long-term obligations | (7,725) | |
Reclassification adjustment | ||
Consolidated Balance Sheet Line Item | ||
Other current assets | (6,025) | |
Deferred income taxes | 5,265 | |
Accrued liabilities | 6,731 | |
Post retirement obligations | (4,527) | |
Other long-term obligations | $ (1,444) |
Accounts Receivable - Component
Accounts Receivable - Components of Accounts Receivable (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Accounts Receivable | ||
Accounts receivable, gross | $ 62,556 | $ 54,696 |
Less: Allowance for doubtful accounts | (176) | (133) |
Accounts receivable, net | $ 62,380 | $ 54,563 |
Inventories - Summary of Invent
Inventories - Summary of Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Inventories | ||
Finished goods | $ 6,084 | $ 6,972 |
Work-in-process | 9,884 | 6,828 |
Raw materials | 19,380 | 16,991 |
Less: Inventory reserves | (6,170) | (6,191) |
Inventories, net | $ 29,178 | $ 24,600 |
Property, Plant and Equipment -
Property, Plant and Equipment - Summary of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Property, plant and equipment | ||
Less: Accumulated depreciation | $ (194,582) | $ (189,472) |
Property, plant and equipment, net | 79,329 | 69,872 |
Land | ||
Property, plant and equipment | ||
Property, plant and equipment gross | 2,330 | 2,401 |
Buildings and improvements | ||
Property, plant and equipment | ||
Property, plant and equipment gross | 63,192 | 65,731 |
Machinery and equipment | ||
Property, plant and equipment | ||
Property, plant and equipment gross | $ 208,389 | $ 191,212 |
Retirement Plans - Net Pension
Retirement Plans - Net Pension Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 27, 2015 | Sep. 30, 2016 | Sep. 27, 2015 | |
Pension Plans | ||||
Defined Benefit Plan Disclosure | ||||
Net pension income | $ (440) | $ (532) | $ (1,234) | $ (1,591) |
Retirement Plans - Net Pensio46
Retirement Plans - Net Pension Income Domestic and Foreign (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 27, 2015 | Sep. 30, 2016 | Sep. 27, 2015 | |
Pension Plans | ||||
Net pension expense (income) | ||||
(Income) expense, net | $ (440) | $ (532) | $ (1,234) | $ (1,591) |
United States Pension Plan of US Entity [Member] | ||||
Net pension expense (income) | ||||
Service cost | 21 | 42 | 65 | 128 |
Interest cost | 2,756 | 2,815 | 8,268 | 8,444 |
Expected return on plan assets | (4,744) | (5,068) | (14,232) | (15,204) |
Amortization of loss | 1,499 | 1,585 | 4,495 | 4,754 |
Other cost due to retirement | 12 | 0 | ||
(Income) expense, net | (468) | (626) | (1,392) | (1,878) |
Foreign Pension Plans | ||||
Net pension expense (income) | ||||
Service cost | 13 | 16 | 38 | 49 |
Interest cost | 12 | 124 | 34 | 371 |
Expected return on plan assets | (33) | (135) | (19) | (402) |
Amortization of loss | 36 | 89 | 105 | 269 |
Other cost due to retirement | 0 | 0 | ||
(Income) expense, net | $ 28 | $ 94 | $ 158 | $ 287 |
Retirement Plans - Other Postre
Retirement Plans - Other Postretirement Benefit Plan (Details) - Other post-retirement benefit plan - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 27, 2015 | Sep. 30, 2016 | Sep. 27, 2015 | |
Defined Benefit Plan Disclosure | ||||
Service cost | $ 0 | $ 1 | $ 2 | $ 3 |
Interest cost | 52 | 51 | 156 | 153 |
Amortization of gain | (37) | (25) | (112) | (75) |
(Income) expense, net | $ 15 | $ 27 | $ 46 | $ 81 |
Other Intangible Assets - Summa
Other Intangible Assets - Summary of Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Jun. 28, 2015 | Jun. 28, 2015 | Sep. 30, 2016 | Dec. 31, 2015 | |
Other Intangible Assets | |||||
Gross Carrying Amount | $ 112,620 | $ 112,620 | $ 77,194 | ||
Accumulated Amortization | (46,690) | (46,690) | (42,436) | ||
Total amortization expense | 65,930 | 65,930 | 34,758 | ||
Amortization expense | 1,638 | $ 985 | $ 2,942 | 4,254 | |
Customer lists/relationships | |||||
Other Intangible Assets | |||||
Gross Carrying Amount | 63,386 | 63,386 | 51,804 | ||
Accumulated Amortization | (29,490) | (29,490) | (27,101) | ||
Total amortization expense | 33,896 | 33,896 | 24,703 | ||
Patents | |||||
Other Intangible Assets | |||||
Gross Carrying Amount | 10,319 | 10,319 | 10,319 | ||
Accumulated Amortization | (10,319) | (10,319) | (10,319) | ||
Total amortization expense | 0 | 0 | 0 | ||
Technology and other intangibles | |||||
Other Intangible Assets | |||||
Gross Carrying Amount | 36,715 | 36,715 | 12,871 | ||
Accumulated Amortization | (6,881) | (6,881) | (5,016) | ||
Total amortization expense | 29,834 | 29,834 | 7,855 | ||
In process research and development | |||||
Other Intangible Assets | |||||
Gross Carrying Amount | 2,200 | ||||
Total amortization expense | 2,200 | 2,200 | $ 2,200 | ||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | $ 2,200 | $ 2,200 |
Other Intangible Assets - Sum49
Other Intangible Assets - Summary of Amortization Expense (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule | ||
2,016 | $ 1,557 | |
2,017 | 6,064 | |
2,018 | 5,956 | |
2,019 | 5,947 | |
2,020 | 5,947 | |
Thereafter | 40,459 | |
Total amortization expense | $ 65,930 | $ 34,758 |
Costs Associated with Exit an50
Costs Associated with Exit and Restructuring Activities - Summary (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 27, 2015 | Sep. 30, 2016 | Sep. 27, 2015 | |
June 2013 Plan, April 2014 Plan and June 2016 Plan | ||||
Total restructuring, impairment and restructuring related charges | ||||
Restructuring and impairment charges | $ 2,175 | |||
June 2013 Plan, April 2014 Plan and June 2016 | ||||
Total restructuring, impairment and restructuring related charges | ||||
Restructuring and impairment charges | $ 1,969 | $ 2,525 | $ 5,673 | |
Cost of Goods | June 2013 Plan, April 2014 Plan and June 2016 Plan | ||||
Total restructuring, impairment and restructuring related charges | ||||
Restructuring and impairment charges | 0 | 0 | ||
Cost of Goods | June 2013 Plan, April 2014 Plan and June 2016 | ||||
Total restructuring, impairment and restructuring related charges | ||||
Restructuring and impairment charges | 152 | 444 | ||
Operating Earnings | June 2013 Plan, April 2014 Plan and June 2016 Plan | ||||
Total restructuring, impairment and restructuring related charges | ||||
Restructuring and impairment charges | $ 1,969 | $ 2,175 | ||
Operating Earnings | June 2013 Plan, April 2014 Plan and June 2016 | ||||
Total restructuring, impairment and restructuring related charges | ||||
Restructuring and impairment charges | $ 2,373 | $ 5,229 |
Costs Associated with Exit an51
Costs Associated with Exit and Restructuring Activities Costs Associated with Exit and Restructuring Activities - June 2016 Plan (Details) - June 2016 Plan | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016USD ($) | Sep. 27, 2015USD ($) | Sep. 30, 2016USD ($)employee | Sep. 27, 2015USD ($) | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and Related Cost, Expected Number of Positions Eliminated | employee | 230 | |||
Total restructuring, impairment and restructuring related charges | ||||
Restructuring Reserve | $ 1,569 | $ 1,569 | ||
Operating Earnings | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Planned Costs | 16,000,000 | 16,000,000 | ||
Actual costs incurred | 2,175,000 | 2,175,000 | ||
Total restructuring, impairment and restructuring related charges | ||||
Restructuring and impairment charges | 1,969,000 | $ 0 | 2,175,000 | $ 0 |
Equipment relocation | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Planned Costs | 7,925,000 | 7,925,000 | ||
Workforce reduction | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Planned Costs | 3,075,000 | 3,075,000 | ||
Workforce reduction | Operating Earnings | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Actual costs incurred | 2,175,000 | 2,175,000 | ||
Asset impairment charge | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Planned Costs | 3,700,000 | 3,700,000 | ||
Asset impairment charge | Operating Earnings | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Actual costs incurred | 0 | 0 | ||
Other charges, including pension termination costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Planned Costs | 1,300,000 | 1,300,000 | ||
Other charges, including pension termination costs | Operating Earnings | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Actual costs incurred | 0 | 0 | ||
Minimum | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Planned Costs | $ 16,000,000 | $ 16,000,000 |
Costs Associated with Exit an52
Costs Associated with Exit and Restructuring Activities - April 2014 Plan (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2016USD ($) | Sep. 27, 2015USD ($) | Sep. 30, 2016USD ($) | Sep. 27, 2015USD ($) | Dec. 31, 2015employee | Jun. 28, 2015USD ($) | |
April 2014 Plan | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring Reserve | $ 436 | $ 436 | ||||
Restructuring charges | ||||||
Planned Costs | 9,950,000 | 9,950,000 | ||||
Actual costs incurred | 8,393,000 | 8,393,000 | ||||
Elimination of workforce | employee | 120 | |||||
Total restructuring, impairment and restructuring related charges | ||||||
Restructuring and impairment charges | 0 | $ 2,177,000 | 0 | $ 4,271,000 | ||
April 2014 Plan | Cost of Goods | ||||||
Restructuring charges | ||||||
Planned Costs | 4,050,000 | 4,050,000 | ||||
Actual costs incurred | 557,000 | 557,000 | ||||
Total restructuring, impairment and restructuring related charges | ||||||
Restructuring related charges | 0 | 152,000 | 0 | 369,000 | ||
April 2014 Plan | Operating Earnings | ||||||
Restructuring charges | ||||||
Planned Costs | 5,900,000 | 5,900,000 | ||||
Actual costs incurred | 7,836,000 | 7,836,000 | ||||
Total restructuring, impairment and restructuring related charges | ||||||
Restructuring and impairment charges | 0 | $ 2,025,000 | 0 | $ 3,902,000 | ||
April 2014 Plan | Inventory write-down | Cost of Goods | ||||||
Restructuring charges | ||||||
Planned Costs | 850,000 | 850,000 | ||||
Actual costs incurred | 0 | 0 | ||||
April 2014 Plan | Equipment relocation | Cost of Goods | ||||||
Restructuring charges | ||||||
Planned Costs | 1,800,000 | 1,800,000 | ||||
Actual costs incurred | 444,000 | 444,000 | ||||
April 2014 Plan | Other charges | Cost of Goods | ||||||
Restructuring charges | ||||||
Planned Costs | 1,400,000 | 1,400,000 | ||||
Actual costs incurred | 113,000 | 113,000 | ||||
April 2014 Plan | Workforce reduction | Operating Earnings | ||||||
Restructuring charges | ||||||
Planned Costs | 4,200,000 | 4,200,000 | ||||
Actual costs incurred | 4,423,000 | 4,423,000 | ||||
April 2014 Plan | Other charges, including pension termination costs | Operating Earnings | ||||||
Restructuring charges | ||||||
Planned Costs | 1,700,000 | 1,700,000 | ||||
Actual costs incurred | $ 3,413,000 | $ 3,413,000 | ||||
April 2014 Plan Amendment | ||||||
Restructuring charges | ||||||
Planned Costs | $ 4,250,000 | |||||
April 2014 Plan Amendment | Equipment relocation | ||||||
Restructuring charges | ||||||
Planned Costs | 2,950,000 | |||||
April 2014 Plan Amendment | General and administrative expense | ||||||
Restructuring charges | ||||||
Planned Costs | $ 1,300,000 |
Costs Associated with Exit an53
Costs Associated with Exit and Restructuring Activities - June 2013 Plan (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2016USD ($) | Sep. 27, 2015USD ($) | Sep. 30, 2016USD ($) | Sep. 27, 2015USD ($) | Dec. 31, 2015employee | Dec. 31, 2014USD ($)employee | |
June 2013 Plan | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring Reserve | $ 0 | $ 0 | ||||
Restructuring charges | ||||||
Elimination of workforce | employee | 350 | |||||
Planned Costs | 22,600,000 | 22,600,000 | ||||
Actual costs incurred | 27,596,000 | 27,596,000 | ||||
Total restructuring, impairment and restructuring related charges | ||||||
Restructuring and impairment charges | 0 | $ 348,000 | 0 | $ 1,402,000 | ||
June 2013 Plan | Cost of Goods | ||||||
Restructuring charges | ||||||
Planned Costs | 1,800,000 | 1,800,000 | ||||
Actual costs incurred | 3,637,000 | 3,637,000 | ||||
Total restructuring, impairment and restructuring related charges | ||||||
Restructuring related charges | 0 | 0 | 0 | 75,000 | ||
June 2013 Plan | Operating Earnings | ||||||
Restructuring charges | ||||||
Planned Costs | 20,800,000 | 20,800,000 | ||||
Actual costs incurred | 23,959,000 | 23,959,000 | ||||
Total restructuring, impairment and restructuring related charges | ||||||
Restructuring and impairment charges | 0 | $ 348,000 | 0 | $ 1,327,000 | ||
June 2013 Plan | Inventory write-down | Cost of Goods | ||||||
Restructuring charges | ||||||
Planned Costs | 800,000 | 800,000 | ||||
Actual costs incurred | 1,143,000 | 1,143,000 | ||||
June 2013 Plan | Equipment relocation | Cost of Goods | ||||||
Restructuring charges | ||||||
Planned Costs | 900,000 | 900,000 | ||||
Actual costs incurred | 1,792,000 | 1,792,000 | ||||
June 2013 Plan | Other charges | Cost of Goods | ||||||
Restructuring charges | ||||||
Planned Costs | 100,000 | 100,000 | ||||
Actual costs incurred | 702,000 | 702,000 | ||||
June 2013 Plan | Workforce reduction | Operating Earnings | ||||||
Restructuring charges | ||||||
Planned Costs | 10,150,000 | 10,150,000 | ||||
Actual costs incurred | 9,615,000 | 9,615,000 | ||||
June 2013 Plan | Asset impairment charge | Operating Earnings | ||||||
Restructuring charges | ||||||
Planned Costs | 3,000,000 | 3,000,000 | ||||
Actual costs incurred | 4,139,000 | 4,139,000 | ||||
June 2013 Plan | Other charges, including pension termination costs | Operating Earnings | ||||||
Restructuring charges | ||||||
Planned Costs | 7,650,000 | 7,650,000 | ||||
Actual costs incurred | $ 10,205,000 | $ 10,205,000 | ||||
Amended June 2013 Plan | ||||||
Restructuring charges | ||||||
Planned Costs | $ 4,000,000 | |||||
Amended June 2013 Plan | Workforce reduction | ||||||
Restructuring charges | ||||||
Elimination of workforce | employee | 130 | |||||
Foreign Pension Plans | Amended June 2013 Plan | UNITED KINGDOM | ||||||
Restructuring charges | ||||||
Planned Costs | $ 2,000,000 | |||||
Foreign Pension Plans | Amended June 2013 Plan | Asset impairment charge | ||||||
Restructuring charges | ||||||
Planned Costs | $ 2,000,000 |
Costs Associated with Exit an54
Costs Associated with Exit and Restructuring Activities - Restructuring Reserve Activity (Details) - June 2013 Plan, April 2014 Plan and June 2016 Plan $ in Thousands | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Restructuring reserve activity | |
Restructuring liability at beginning | $ 826 |
Restructuring and restructuring-related charges | 2,175 |
Cost paid | (1,026) |
Restructuring liability at ending | 2,005 |
Restructuring Reserve, Translation and Other Adjustment | $ 30 |
Accrued Liabilities - Component
Accrued Liabilities - Components of Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Accrued Liabilities | ||
Accrued product related costs | $ 4,622 | $ 5,245 |
Accrued income taxes | 9,564 | 8,845 |
Accrued property and other taxes | 1,990 | 1,838 |
Accrued outside commissions | 1,267 | 97 |
Accrued professional fees | 907 | 704 |
Accrued building improvement costs | 1,669 | 1,768 |
Dividends payable | 1,310 | 1,302 |
Remediation reserves | 18,895 | 20,603 |
Other accrued liabilities | 5,745 | 6,772 |
Total accrued liabilities | $ 45,969 | $ 47,174 |
Debt - Long-Term Debt (Details)
Debt - Long-Term Debt (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2016 | Dec. 31, 2015 | May 23, 2016 | May 22, 2016 | Aug. 10, 2015 | |
Long-term debt | |||||
Revolving credit facility | $ 96,000,000 | $ 90,700,000 | |||
Line of Credit | Revolving Credit Facility Due 2020 | |||||
Long-term debt | |||||
Revolving credit facility | $ 96,000,000 | $ 90,700,000 | |||
Weighted-average interest rate | 1.90% | 1.50% | |||
Amount available | $ 201,835,000 | $ 106,985,000 | |||
Total credit facility | 300,000,000 | 200,000,000 | $ 300,000 | $ 200,000 | $ 200,000,000 |
Standby letters of credit | $ 2,165,000 | $ 2,315,000 | |||
Commitment fee percentage per annum | 0.25% | 0.25% |
Debt - Narratives (Details)
Debt - Narratives (Details) - USD ($) | Aug. 10, 2015 | Sep. 30, 2016 | Sep. 27, 2015 | Sep. 30, 2016 | Sep. 27, 2015 | Dec. 31, 2015 | May 23, 2016 | May 22, 2016 |
Line of Credit Facility | ||||||||
Debt amortization expense | $ 46,000 | $ 61,000 | $ 116,000 | $ 165,000 | ||||
Line of Credit | Revolving Credit Facility Due 2020 | ||||||||
Line of Credit Facility | ||||||||
Debt instrument, term | 5 years | |||||||
Line of credit maximum borrowing amount | $ 200,000,000 | $ 300,000,000 | $ 300,000,000 | $ 200,000,000 | $ 300,000 | $ 200,000 | ||
Line of credit facility contingent increase to maximum borrowing capacity | $ 100,000,000 | |||||||
Commitment fee percentage per annum | 0.25% | 0.25% | ||||||
Line of Credit | Revolving Credit Facility Due 2020 Swingline Sublimit | ||||||||
Line of Credit Facility | ||||||||
Line of credit maximum borrowing amount | 15,000,000 | |||||||
Line of Credit | Revolving Credit Facility Due 2020 Letter Of Credit Sublimit | ||||||||
Line of Credit Facility | ||||||||
Line of credit maximum borrowing amount | $ 10,000,000 | |||||||
Minimum | Line of Credit | Revolving Credit Facility Due 2020 | ||||||||
Line of Credit Facility | ||||||||
Commitment fee percentage per annum | 0.20% | |||||||
Maximum | Line of Credit | Revolving Credit Facility Due 2020 | ||||||||
Line of Credit Facility | ||||||||
Commitment fee percentage per annum | 0.40% |
Derivative Financial Instrume58
Derivative Financial Instruments - Narratives (Details) | Sep. 30, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2012USD ($)instrument | Jun. 24, 2012USD ($)instrument |
Foreign exchange derivative | |||||
Derivative | |||||
Derivative Asset | $ 53 | ||||
Derivative Liability | 287 | ||||
Cash Flow Hedge | Designated As Hedging | Foreign currency forward contracts | |||||
Derivative | |||||
Foreign currency cash flow hedge gain to be reclassified during next 12 months | 0 | ||||
Derivative, notional amount | 13,800,000 | ||||
Derivative Asset | (234,000) | $ 0 | |||
Cash Flow Hedge | Designated As Hedging | Interest rate swap | |||||
Derivative | |||||
Derivative, notional amount | $ 25,000,000 | $ 50,000,000 | |||
Number of derivative instruments held | instrument | 4 | 4 | |||
Interest rate cash flow hedge gain (loss) to be reclassified during next 12 months | 246,000 | ||||
Derivative Liability | $ 606,000 | $ 768,000 | $ 1,020,000 |
Derivative Financial Instrume59
Derivative Financial Instruments - Fair Value of Derivative Instruments (Details) - Cash Flow Hedge - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Other Noncurrent Liabilities [Member] | |||
Derivative Liability | |||
Derivative Liability | $ 360 | $ 0 | |
Interest rate swap | Other Current Liabilities [Member] | |||
Derivative Liability | |||
Derivative Liability | (246) | (768) | |
Foreign currency hedges | Other Current Liabilities [Member] | |||
Derivative Liability | |||
Derivative Liability | (234) | 0 | |
Designated as Hedging Instrument [Member] | Interest rate swap | |||
Derivative Liability | |||
Derivative Liability | 606 | $ 768 | $ 1,020 |
Designated as Hedging Instrument [Member] | Foreign currency hedges | |||
Derivatives, Fair Value [Line Items] | |||
Foreign Currency Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months | $ 0 |
Derivative Financial Instrume60
Derivative Financial Instruments - Income Statement (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 27, 2015 | Sep. 30, 2016 | Sep. 27, 2015 | |
Derivative, Gain (Loss) on Derivative, Net | ||||
Derivative, Gain (Loss) on Derivative, Net | $ 169 | $ 192 | $ 486 | $ 574 |
Foreign exchange derivative | Net sales | Designated As Hedging | ||||
Derivative, Gain (Loss) on Derivative, Net | ||||
Derivative, Gain (Loss) on Derivative, Net | (35) | 0 | (125) | 0 |
Foreign exchange derivative | Cost of goods sold | Designated As Hedging | ||||
Derivative, Gain (Loss) on Derivative, Net | ||||
Derivative, Gain (Loss) on Derivative, Net | 51 | 0 | 139 | 0 |
Foreign exchange derivative | Selling, general and administrative expenses | Designated As Hedging | ||||
Derivative, Gain (Loss) on Derivative, Net | ||||
Derivative, Gain (Loss) on Derivative, Net | 0 | 0 | 10 | 0 |
Foreign exchange derivative | Other income and expenses | Designated As Hedging | ||||
Derivative, Gain (Loss) on Derivative, Net | ||||
Derivative, Gain (Loss) on Derivative, Net | (5) | 0 | (9) | 0 |
Interest rate swap | Interest expense | Designated As Hedging | ||||
Derivative, Gain (Loss) on Derivative, Net | ||||
Derivative, Gain (Loss) on Derivative, Net | $ 158 | $ 192 | $ 471 | $ 574 |
Accumulated Other Comprehensi61
Accumulated Other Comprehensive (Loss) Income - Summary of Components of Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 27, 2015 | Sep. 30, 2016 | Sep. 27, 2015 | |
Foreign currency transaction loss | ||||
Foreign currency transaction gain (loss) | $ 165 | $ (3,076) | $ 1,656 | $ 4,640 |
AOCI Attributable to Parent, Net of Tax | ||||
Total accumulated other comprehensive (loss) income, beginning of period | (99,005) | |||
Total accumulated other comprehensive (loss) income, end of period | (97,178) | (97,178) | ||
Accumulated other comprehensive (loss) income | ||||
AOCI Attributable to Parent, Net of Tax | ||||
Total accumulated other comprehensive (loss) income, beginning of period | (97,649) | (101,900) | (99,005) | (104,233) |
Gain (Loss) recognized in OCI, Net | (565) | (5) | (1,354) | 2,090 |
Gain (Loss) reclassified from AOCI to income, Net | 1,036 | 120 | 3,181 | 358 |
Total accumulated other comprehensive (loss) income, end of period | (97,178) | (101,785) | (97,178) | (101,785) |
Changes in fair market value of hedges | ||||
Changes in AOCI, Gross | ||||
Gross, beginning of the period | (403) | (1,047) | (768) | (1,020) |
Other Comprehensive Income (Loss), before Reclassifications, before Tax | (643) | (219) | (742) | (628) |
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax | 221 | 192 | 685 | 574 |
Gross, ending balance | (825) | (1,074) | (825) | (1,074) |
Changes in AOCI, Income tax (benefit) | ||||
Income tax (benefit), beginning of period | 151 | 394 | 289 | 384 |
Income tax (benefit), Gain (Loss) recognized in OCI | 242 | 82 | 278 | 236 |
Income tax (benefit), Gain (Loss) reclassified from AOCI to income | (83) | (72) | (257) | (216) |
Income tax (benefit), ending of period | 310 | 404 | 310 | 404 |
AOCI Attributable to Parent, Net of Tax | ||||
Total accumulated other comprehensive (loss) income, beginning of period | (252) | (653) | (479) | (636) |
Gain (Loss) recognized in OCI, Net | (401) | (137) | (464) | (392) |
Gain (Loss) reclassified from AOCI to income, Net | 138 | 120 | 428 | 358 |
Total accumulated other comprehensive (loss) income, end of period | (515) | (670) | (515) | (670) |
Changes in unrealized pension cost | ||||
Changes in AOCI, Gross | ||||
Gross, beginning of the period | (158,763) | (166,161) | (161,719) | (169,291) |
Other Comprehensive Income (Loss), before Reclassifications, before Tax | 0 | 2,039 | 0 | 5,169 |
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax | 1,437 | 0 | 4,393 | 0 |
Gross, ending balance | (157,326) | (164,122) | (157,326) | (164,122) |
Changes in AOCI, Income tax (benefit) | ||||
Income tax (benefit), beginning of period | 63,260 | 63,957 | 64,361 | 65,124 |
Income tax (benefit), Gain (Loss) recognized in OCI | 0 | (703) | 0 | (1,870) |
Income tax (benefit), Gain (Loss) reclassified from AOCI to income | (539) | 0 | (1,640) | 0 |
Income tax (benefit), ending of period | 62,721 | 63,254 | 62,721 | 63,254 |
AOCI Attributable to Parent, Net of Tax | ||||
Total accumulated other comprehensive (loss) income, beginning of period | (95,503) | (102,204) | (97,358) | (104,167) |
Gain (Loss) recognized in OCI, Net | 0 | 1,336 | 0 | 3,299 |
Gain (Loss) reclassified from AOCI to income, Net | 898 | 0 | 2,753 | 0 |
Total accumulated other comprehensive (loss) income, end of period | (94,605) | (100,868) | (94,605) | (100,868) |
Cumulative translation adjustment | ||||
Changes in AOCI, Gross | ||||
Gross, beginning of the period | (1,995) | 572 | (1,279) | 245 |
Other Comprehensive Income (Loss), before Reclassifications, before Tax | (161) | (1,056) | (877) | (729) |
Reclassification from Accumulated Other Comprehensive Income, Current Period, before Tax | 0 | 0 | 0 | 0 |
Gross, ending balance | (2,156) | (484) | (2,156) | (484) |
Changes in AOCI, Income tax (benefit) | ||||
Income tax (benefit), beginning of period | 101 | 385 | 111 | 325 |
Income tax (benefit), Gain (Loss) recognized in OCI | (3) | (148) | (13) | (88) |
Income tax (benefit), Gain (Loss) reclassified from AOCI to income | 0 | 0 | 0 | 0 |
Income tax (benefit), ending of period | 98 | 237 | 98 | 237 |
AOCI Attributable to Parent, Net of Tax | ||||
Total accumulated other comprehensive (loss) income, beginning of period | (1,894) | 957 | (1,168) | 570 |
Gain (Loss) recognized in OCI, Net | (164) | (1,204) | (890) | (817) |
Gain (Loss) reclassified from AOCI to income, Net | 0 | 0 | 0 | 0 |
Total accumulated other comprehensive (loss) income, end of period | $ (2,058) | $ (247) | $ (2,058) | $ (247) |
Shareholders' Equity - Summary
Shareholders' Equity - Summary of Share Count and Par Value Data Related to Shareholders' Equity (Details) - $ / shares | Sep. 30, 2016 | Dec. 31, 2015 | Sep. 27, 2015 | Dec. 31, 2014 |
Preferred Stock | ||||
Preferred stock, par value per share | ||||
Preferred stock, shares authorized | 25,000,000 | 25,000,000 | ||
Preferred stock, shares outstanding | 0 | 0 | ||
Common Stock | ||||
Common stock, par value per share | ||||
Common stock, shares authorized | 75,000,000 | 75,000,000 | ||
Common stock, shares issued | 56,453,531 | 56,242,499 | ||
Common stock, shares outstanding | 32,759,509 | 32,548,477 | 32,680,297 | 33,392,060 |
Treasury stock | ||||
Treasury stock, shares held | 23,694,022 | 23,694,022 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Details) - USD ($) $ in Thousands | 6 Months Ended | 9 Months Ended | |
Jun. 28, 2015 | Sep. 30, 2016 | Sep. 27, 2015 | |
Stockholders' Equity Note [Abstract] | |||
Common stock repurchased, shares | 395,763 | 0 | 851,882 |
Common stock repurchased, value | $ 7,446 | ||
Shares are available for future issuances | 17,554 | ||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | 0 | 5,200 | |
Antidilutive securities excluded from computation of earnings per share (shares) | 2,019 | 0 |
Shareholders' Equity - Summar64
Shareholders' Equity - Summary of Common Shares Outstanding (Details) - shares | 9 Months Ended | |
Sep. 30, 2016 | Sep. 27, 2015 | |
Roll forward of common shares outstanding | ||
Balance at the beginning of the year | 32,548,477 | 33,392,060 |
Restricted share issuances | 211,032 | 134,919 |
Balance at the end of the period | 32,759,509 | 32,680,297 |
Equity-Based Compensation - Sum
Equity-Based Compensation - Summary of Equity-Based Compensation Expense (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016USD ($)plan | Sep. 27, 2015USD ($) | Sep. 30, 2016USD ($)plan | Sep. 27, 2015USD ($) | |
Share-based Compensation | ||||
Number of Equity-Based Compensation Plans | plan | 4 | 4 | ||
Restricted stock units | $ 1,759 | $ 2,655 | ||
Service-Based RSUs | ||||
Share-based Compensation | ||||
Restricted stock units | $ 523 | $ 295 | 1,471 | 1,244 |
Performance and market-based RSU's | ||||
Share-based Compensation | ||||
Restricted stock units | 132 | (62) | 107 | 709 |
Market-Based RSUs | ||||
Share-based Compensation | ||||
Restricted stock units | 137 | 60 | 181 | 702 |
RSUs | ||||
Share-based Compensation | ||||
Restricted stock units | 792 | 293 | 1,759 | 2,655 |
Income tax benefit | $ 298 | $ 110 | $ 661 | $ 998 |
Equity-Based Compensation - S66
Equity-Based Compensation - Summary of Equity-Based Compensation Expense related to Non-Vested RSUs (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Service-Based RSUs | |
Share-based Compensation | |
Unrecognized compensation cost | $ 1,532 |
Weighted average period | 1 year 3 months 24 days |
Performance and market-based RSU's | |
Share-based Compensation | |
Unrecognized compensation cost | $ 595 |
Weighted average period | 1 year 4 months 24 days |
Market-Based RSUs | |
Share-based Compensation | |
Unrecognized compensation cost | $ 535 |
Weighted average period | 1 year 3 months |
RSUs | |
Share-based Compensation | |
Unrecognized compensation cost | $ 2,662 |
Weighted average period | 1 year 3 months |
Equity-Based Compensation - S67
Equity-Based Compensation - Summary of Status of Equity-Based Compensation Plans (Details) | 9 Months Ended |
Sep. 30, 2016shares | |
2014 Plan | |
Summary of Status of Equity-Based Compensation Plans | |
Awards originally available | 1,500,000 |
Awards available for grant | 539,701 |
2009 Plan | |
Summary of Status of Equity-Based Compensation Plans | |
Awards originally available | 3,400,000 |
Awards available for grant | 255,564 |
2004 Plan | |
Summary of Status of Equity-Based Compensation Plans | |
Awards originally available | 6,500,000 |
Awards available for grant | 78,947 |
Directors' Plan | |
Summary of Status of Equity-Based Compensation Plans | |
Awards available for grant | 25,985 |
RSUs | 2014 Plan | |
Summary of Status of Equity-Based Compensation Plans | |
Shares outstanding | 253,826 |
Vested and released - shares | 49,173 |
RSUs | 2009 Plan | |
Summary of Status of Equity-Based Compensation Plans | |
Shares outstanding | 169,444 |
Vested and released - shares | 0 |
RSUs | 2004 Plan | |
Summary of Status of Equity-Based Compensation Plans | |
Shares outstanding | 78,947 |
RSUs | Directors' Plan | |
Summary of Status of Equity-Based Compensation Plans | |
Shares outstanding | 25,985 |
Performance-Based Stock Options | 2014 Plan | |
Summary of Status of Equity-Based Compensation Plans | |
Awards originally available | 350,000 |
Shares outstanding | 320,000 |
Performance and market-based RSU's | 2014 Plan | |
Summary of Status of Equity-Based Compensation Plans | |
Stock options outstanding | 337,300 |
Performance and market-based RSU's | 2009 Plan | |
Summary of Status of Equity-Based Compensation Plans | |
Stock options outstanding | 86,120 |
Equity-Based Compensation - Sto
Equity-Based Compensation - Stock Options (Details) - Stock Options | 9 Months Ended |
Sep. 30, 2016 | |
Share-based Compensation | |
Stock options exercisable cumulative annual installments period | 10 years |
Vesting period | 4 years |
Stock option contractual term | 10 years |
Minimum | |
Share-based Compensation | |
Stock option exercises, commencement period from date of grant | P1Y |
Equity-Based Compensation - Per
Equity-Based Compensation - Performance-Based Stock Options (Details) - 2014 Plan - USD ($) | May 26, 2015 | Sep. 30, 2016 |
Share-based Compensation | ||
Awards granted (in shares) | 1,500,000 | |
Performance-Based Stock Options | ||
Share-based Compensation | ||
Awards granted (in shares) | 350,000 | |
Grant date fair value (in dollars per share) | $ 18.37 | |
Option term (in years) | 5 years | |
Revenue threshold for award | $ 600,000 |
Equity-Based Compensation - S70
Equity-Based Compensation - Summary of Service-Based Restricted Stock Units (Details) - Service-Based RSUs | 9 Months Ended |
Sep. 30, 2016$ / sharesshares | |
Officers, key employees, and non-employee directors | |
Share-based Compensation | |
Number of shares issuable, against each unit of RSU | 1 |
Units | |
Outstanding at beginning of year - shares | 471,196 |
Granted - shares | 164,922 |
Released - shares | (98,633) |
Forfeited - shares | (35,268) |
Outstanding at end of year - shares | 502,217 |
Releasable - shares | 278,082 |
Weighted Average Grant Date Fair Value | |
Beginning of year - weighted average fair value | $ / shares | $ 13.27 |
Granted - weighted average fair value | $ / shares | 13.97 |
Converted - weighted average fair value | $ / shares | 14.45 |
Forfeited - weighted average fair value | $ / shares | 17.05 |
End of year - weighted average fair value | $ / shares | 12.93 |
Releasable - weighted average fair value | $ / shares | $ 11.34 |
Certain executives and key employees | |
Share-based Compensation | |
Vesting period | 3 years |
Non-employee directors | |
Share-based Compensation | |
Vesting period | 1 month |
Equity-Based Compensation - Dir
Equity-Based Compensation - Directors Plan (Details) - Directors' Plan - RSUs | 9 Months Ended |
Sep. 30, 2016$ / sharesshares | |
Units | |
Outstanding at beginning of year - shares | shares | 33,974 |
Granted - shares | shares | 0 |
Released - shares | shares | (7,989) |
Forfeited - shares | shares | 0 |
Outstanding at end of year - shares | shares | 25,985 |
Releasable - shares | shares | 25,985 |
Weighted Average Grant Date Fair Value | |
Beginning of year - weighted average fair value | $ / shares | $ 11.75 |
Granted - weighted average fair value | $ / shares | 0 |
Converted - weighted average fair value | $ / shares | 11.75 |
Forfeited - weighted average fair value | $ / shares | 0 |
End of year - weighted average fair value | $ / shares | 11.75 |
Releasable - weighted average fair value | $ / shares | $ 11.75 |
Equity-Based Compensation - Sch
Equity-Based Compensation - Schedule of Performance-Based RSUs (Details) - Certain executives - Performance-Based RSUs | 9 Months Ended |
Sep. 30, 2016 | |
Minimum | |
Share-based Compensation | |
Vesting percent | 0.00% |
Maximum | |
Share-based Compensation | |
Vesting percent | 200.00% |
Equity-Based Compensation - S73
Equity-Based Compensation - Schedule of Market-Based RSUs (Details) - Market-Based RSUs | 9 Months Ended |
Sep. 30, 2016 | |
Market-Based RSUs | |
Vesting period | 3 years |
Minimum | |
Market-Based RSUs | |
Vesting percent | 0.00% |
Maximum | |
Market-Based RSUs | |
Vesting percent | 200.00% |
Equity-Based Compensation Equit
Equity-Based Compensation Equity-Based Compensation - Performance and Market Based RSUs (Details) - Performance and Market-based Restricted Stock Units | 9 Months Ended |
Sep. 30, 2016$ / sharesshares | |
Units | |
Outstanding at beginning of year - shares | shares | 249,560 |
Granted - shares | shares | 108,650 |
Attained by performance - shares | shares | 97,017 |
Vested and released - shares | shares | (234,517) |
Forfeited - shares | shares | (9,000) |
Outstanding at end of year - shares | shares | 211,710 |
Maximum potential units outstanding at June 30, 2016 - shares | shares | 423,420 |
Weighted Average Grant Date Fair Value | |
Beginning of year - weighted average fair value | $ / shares | $ 14.59 |
Granted - weighted average fair value | $ / shares | 13.56 |
Attained by performance - weighted average fair value | $ / shares | 10.48 |
Vested and released - weighted average fair value | $ / shares | 10.52 |
Forfeited - weighted average fair value | $ / shares | 14.41 |
End of year - weighted average fair value | $ / shares | 16.58 |
Maximum potential units outstanding at June 30, 2016 - weighted average fair value | $ / shares | $ 16.58 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Liability Measured at Fair Value on a Recurring Basis (Details) - Designated As Hedging - Cash Flow Hedge - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Interest rate swap | |||
Recurring financial liability that was measured at carrying value | |||
Derivative liability | $ (606) | $ (768) | $ (1,020) |
Realized gain (loss) on cash flow hedge | 709 | 768 | |
Foreign currency hedges | |||
Recurring financial liability that was measured at carrying value | |||
Derivative Asset | (234) | 0 | |
Realized gain (loss) on cash flow hedge | 0 | ||
Recurring | Significant Other Observable Inputs (Level 2) | Interest rate swap | |||
Recurring financial liability that was measured at carrying value | |||
Derivative liability | (606) | (768) | |
Recurring | Significant Other Observable Inputs (Level 2) | Foreign currency hedges | |||
Recurring financial liability that was measured at carrying value | |||
Derivative Asset | (234) | ||
Recurring | Carrying Value | Interest rate swap | |||
Recurring financial liability that was measured at carrying value | |||
Derivative liability | (606) | $ (768) | |
Recurring | Carrying Value | Foreign currency hedges | |||
Recurring financial liability that was measured at carrying value | |||
Derivative Asset | $ (234) |
Fair Value Measurements - Recon
Fair Value Measurements - Reconciliation of Recurring Financial Liability Related to Interest Rate Swaps (Details) - Designated As Hedging - Cash Flow Hedge - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Interest rate swap | ||
Reconciliation of the recurring financial derivatives | ||
Beginning balance, derivative liability | $ (768) | $ (1,020) |
Total gains/(losses) for the period: | ||
Included in earnings | 709 | 768 |
Included in other comprehensive income | (547) | (516) |
Ending balance, derivative liability | (606) | (768) |
Foreign currency hedges | ||
Reconciliation of the recurring financial derivatives | ||
Beginning balance, derivative asset | 0 | |
Total gains/(losses) for the period: | ||
Included in earnings | 0 | |
Included in other comprehensive income | (234) | |
Ending balance, derivative asset | $ (234) | $ 0 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 27, 2015 | Sep. 30, 2016 | Sep. 27, 2015 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate | 68.30% | 31.20% | 43.20% | (59.20%) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 27, 2015 | Sep. 30, 2016 | Sep. 27, 2015 | |
Reconciliation of effective income taxes rate | ||||
Effective income tax rate | 68.30% | 31.20% | 43.20% | (59.20%) |
Accrued for interest and penalties related to uncertain income tax | $ 181 | $ 136 | $ 552 | $ 957 |
Business Combinations - Narrati
Business Combinations - Narratives (Details) - USD ($) $ in Thousands | Mar. 11, 2016 | Sep. 30, 2016 | Sep. 27, 2015 | Sep. 30, 2016 | Sep. 27, 2015 |
Business Acquisition | |||||
Cost of goods sold | $ 63,056 | $ 59,200 | $ 190,528 | $ 192,073 | |
CTG Advanced | |||||
Business Acquisition | |||||
Net cash paid | $ 73,063 | ||||
Cash acquired in acquisition | $ 4 | ||||
Acquisition related cost | 0 | 804 | |||
Cost of goods sold | $ 0 | $ 1,151 |
Business Combinations - Acquisi
Business Combinations - Acquisition (Details) - USD ($) $ in Thousands | Mar. 11, 2016 | Sep. 30, 2016 | Dec. 31, 2015 |
Business Acquisition | |||
Goodwill | $ 61,744 | $ 33,865 | |
CTG Advanced | |||
Business Acquisition | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 35,427 | ||
Current assets | 4,215 | ||
Property, plant and equipment | 6,173 | ||
Other assets | 37 | ||
Goodwill | 27,879 | ||
Fair value of assets acquired | 73,731 | ||
Less fair value of liabilities acquired | (668) | ||
Net cash paid | $ 73,063 |
Business Combinations - Acquire
Business Combinations - Acquired Intangible Assets (Details) - CTG Advanced $ in Thousands | Mar. 11, 2016USD ($) |
Business Acquisition | |
Fair Value | $ 35,427 |
Weighted Average Amortization Period (in years) | 14 years 9 months 20 days |
Developed Technology | |
Business Acquisition | |
Fair Value | $ 23,730 |
Weighted Average Amortization Period (in years) | 15 years |
Customer Relationships and Contracts | |
Business Acquisition | |
Fair Value | $ 11,502 |
Weighted Average Amortization Period (in years) | 14 years 7 months 6 days |
Other | |
Business Acquisition | |
Fair Value | $ 195 |
Weighted Average Amortization Period (in years) | 9 months 18 days |
Business Combinations - Income
Business Combinations - Income Statement (Details) - USD ($) $ in Thousands | 3 Months Ended | 7 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 27, 2015 | Sep. 30, 2016 | Sep. 30, 2016 | Sep. 27, 2015 | |
Business Acquisition | |||||
Net sales | $ 99,697 | $ 90,646 | $ 295,095 | $ 289,028 | |
Net earnings | $ 3,720 | $ (4,760) | $ 26,070 | $ 20,607 | |
CTG Advanced | |||||
Business Acquisition | |||||
Net sales | $ 7,096 | ||||
Net earnings | $ 256 |
Business Combinations - Pro For
Business Combinations - Pro Forma (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 27, 2015 | Sep. 30, 2016 | Sep. 27, 2015 | |
Business Acquisition, Pro Forma Information | ||||
Earnings Per Share, Basic | $ 0.11 | $ (0.15) | $ 0.80 | $ 0.62 |
Earnings Per Share, Diluted | $ 0.11 | $ (0.15) | $ 0.79 | $ 0.61 |
CTG Advanced | ||||
Business Acquisition, Pro Forma Information | ||||
Net sales | $ 99,697 | $ 93,818 | $ 297,407 | $ 299,123 |
Net earnings | $ 3,720 | $ (4,014) | $ 25,969 | $ 22,301 |
Basic (usd per share) | $ (0.12) | $ 0.79 | $ 0.67 | |
Diluted (usd per share) | $ (0.12) | $ 0.78 | $ 0.66 |