Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | ||
Sep. 28, 2013 | Nov. 06, 2013 | Nov. 06, 2013 | |
Class B Convertible Common Stock [Member] | Common Stock [Member] | ||
Entity Registrant Name | 'Vishay Precision Group, Inc. | ' | ' |
Entity Central Index Key | '0001487952 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Filer Category | 'Accelerated Filer | ' | ' |
Trading Symbol | 'VPG | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 1,025,176 | 12,709,042 |
Document Type | '10-Q | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 28-Sep-13 | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'Q3 | ' | ' |
Consolidated_Condensed_Balance
Consolidated Condensed Balance Sheets (USD $) | Sep. 28, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Assets | ' | ' |
Cash and cash equivalents | $68,273 | $93,881 |
Accounts receivable, net | 37,030 | 28,766 |
Inventories: | ' | ' |
Raw materials | 15,847 | 14,204 |
Work in process | 19,655 | 13,696 |
Finished goods | 19,398 | 21,489 |
Inventories, net | 54,900 | 49,389 |
Deferred income taxes | 3,992 | 4,258 |
Prepaid expenses and other current assets | 13,861 | 9,572 |
Total current assets | 178,056 | 185,866 |
Property and equipment, at cost: | ' | ' |
Land | 1,979 | 2,023 |
Buildings and improvements | 47,371 | 47,627 |
Machinery and equipment | 74,360 | 75,783 |
Software | 5,779 | 5,427 |
Construction in progress | 1,666 | 1,788 |
Accumulated depreciation | -81,913 | -80,556 |
Property and equipment, net | 49,242 | 52,092 |
Goodwill | 18,472 | ' |
Intangible assets, net | 23,827 | 8,009 |
Other assets | 19,245 | 17,206 |
Total assets | 288,842 | 263,173 |
Liabilities and equity | ' | ' |
Trade accounts payable | 8,501 | 9,190 |
Payroll and related expenses | 13,338 | 12,831 |
Other accrued expenses | 15,650 | 8,499 |
Income taxes | 7 | 1,425 |
Current portion of long-term debt | 3,896 | 167 |
Total current liabilities | 41,392 | 32,112 |
Long-term debt, less current portion | 24,029 | 11,154 |
Deferred income taxes | 1,183 | 1,831 |
Other liabilities | 7,707 | 7,433 |
Accrued pension and other postretirement costs | 12,734 | 13,835 |
Total liabilities | 87,045 | 66,365 |
Commitments and contingencies | ' | ' |
Equity: | ' | ' |
Common stock | 1,271 | 1,235 |
Capital in excess of par value | 188,640 | 181,938 |
Retained earnings | 31,519 | 28,356 |
Accumulated other comprehensive income (loss) | -19,849 | -14,983 |
Total Vishay Precision Group, Inc. stockholders' equity | 201,684 | 196,649 |
Noncontrolling interests | 113 | 159 |
Total equity | 201,797 | 196,808 |
Total liabilities and equity | 288,842 | 263,173 |
Class B Convertible Common Stock [Member] | ' | ' |
Equity: | ' | ' |
Common stock | $103 | $103 |
Consolidated_Condensed_Stateme
Consolidated Condensed Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 |
Consolidated Condensed Statements of Operations [Abstract] | ' | ' | ' | ' |
Net revenues | $57,729 | $55,430 | $178,027 | $166,606 |
Costs of products sold | 38,486 | 36,691 | 117,255 | 109,136 |
Gross profit | 19,243 | 18,739 | 60,772 | 57,470 |
Selling, general, and administrative expenses | 18,485 | 15,646 | 54,847 | 47,923 |
Acquisition costs | 57 | ' | 752 | ' |
Restructuring costs | 99 | ' | 487 | ' |
Operating income | 602 | 3,093 | 4,686 | 9,547 |
Other income (expense): | ' | ' | ' | ' |
Interest expense | -276 | -75 | -771 | -216 |
Other | 210 | -295 | -1,073 | 15 |
Other income (expense) - net | -66 | -370 | -1,844 | -201 |
Income before taxes | 536 | 2,723 | 2,842 | 9,346 |
Income tax (benefit) expense | -919 | 811 | -339 | 2,796 |
Net earnings | 1,455 | 1,912 | 3,181 | 6,550 |
Less: net (loss) earnings attributable to noncontrolling interests | -11 | -30 | 18 | 24 |
Net earnings attributable to VPG stockholders | $1,466 | $1,942 | $3,163 | $6,526 |
Basic earnings per share attributable to VPG stockholders | $0.11 | $0.15 | $0.23 | $0.49 |
Diluted earnings per share attributable to VPG stockholders | $0.11 | $0.14 | $0.23 | $0.47 |
Weighted average shares outstanding - basic | 13,734 | 13,371 | 13,504 | 13,366 |
Weighted average shares outstanding - diluted | 13,944 | 13,893 | 13,940 | 13,881 |
Consolidated_Condensed_Stateme1
Consolidated Condensed Statements of Comprehensive Income (Loss) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 |
Consolidated Condensed Statements of Comprehensive Income (Loss) [Abstract] | ' | ' | ' | ' |
Net earnings | $1,455 | $1,912 | $3,181 | $6,550 |
Other comprehensive income (loss): | ' | ' | ' | ' |
Foreign currency translation adjustment | 1,715 | 3,505 | -5,086 | 1,603 |
Pension and other postretirement actuarial items, net of tax | -59 | -55 | 220 | 18 |
Other comprehensive (loss) income | 1,656 | 3,450 | -4,866 | 1,621 |
Comprehensive (loss) income | 3,111 | 5,362 | -1,685 | 8,171 |
Less: comprehensive (loss) income attributable to noncontrolling interests | -11 | -30 | 18 | 24 |
Comprehensive (loss) income attributable to VPG stockholders | $3,122 | $5,392 | ($1,703) | $8,147 |
Consolidated_Condensed_Stateme2
Consolidated Condensed Statements of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 |
Operating activities | ' | ' |
Net earnings | $3,181 | $6,550 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 9,016 | 8,727 |
(Gain) loss on disposal of property and equipment | -27 | 219 |
Share-based compensation expense | 929 | 866 |
Inventory write-offs for obsolescence | 901 | 996 |
Other | -3,214 | -537 |
Net changes in operating assets and liabilities, net of acquisitions: | ' | ' |
Accounts receivable | -3,031 | 991 |
Inventories | 4,909 | -945 |
Prepaid expenses and other current assets | -2,997 | -1,126 |
Trade accounts payable | -1,504 | -1,345 |
Other current liabilities | -2,013 | -878 |
Net cash provided by operating activities | 6,150 | 13,518 |
Investing activities | ' | ' |
Capital expenditures | -3,910 | -5,805 |
Proceeds from sale of property and equipment | 76 | 271 |
Purchase of businesses | -48,919 | ' |
Net cash used in investing activities | -52,753 | -5,534 |
Financing activities | ' | ' |
Proceeds from long-term debt | 25,000 | ' |
Principal payments on long-term debt and capital leases | -2,362 | -136 |
Debt issuance costs | -384 | ' |
Distributions to noncontrolling interests | -64 | -50 |
Net cash provided by (used in) financing activities | 22,190 | -186 |
Effect of exchange rate changes on cash and cash equivalents | -1,195 | 624 |
(Decrease) increase in cash and cash equivalents | -25,608 | 8,422 |
Cash and cash equivalents at beginning of period | 93,881 | 80,828 |
Cash and cash equivalents at end of period | 68,273 | 89,250 |
Supplemental disclosure of non-cash financing transactions: | ' | ' |
Conversion of exchangeable notes to common stock | $5,861 | ' |
Consolidated_Condensed_Stateme3
Consolidated Condensed Statement of Equity (USD $) | Total | Common Stock [Member] | Class B Convertible Common Stock [Member] | Capital In Excess Of Par Value [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Total VPG Inc. Stockholders' Equity [Member] | Noncontrolling Interests [Member] |
In Thousands | ||||||||
Balance at Dec. 31, 2012 | $196,808 | $1,235 | $103 | $181,938 | $28,356 | ($14,983) | $196,649 | $159 |
Net earnings | 3,181 | ' | ' | ' | 3,163 | ' | 3,163 | 18 |
Other comprehensive income (loss) | -4,866 | ' | ' | ' | ' | -4,866 | -4,866 | ' |
Share-based compensation expense | 619 | ' | ' | 619 | ' | ' | 619 | ' |
Restricted stock issuances (103,633 shares) | 258 | 10 | ' | 248 | ' | ' | 258 | ' |
Common stock issuance from conversion of exchangeable notes (259,687 shares) | 5,861 | 26 | ' | 5,835 | ' | ' | 5,861 | ' |
Distributions to noncontrolling interests | -64 | ' | ' | ' | ' | ' | ' | -64 |
Balance at Sep. 28, 2013 | $201,797 | $1,271 | $103 | $188,640 | $31,519 | ($19,849) | $201,684 | $113 |
Consolidated_Condensed_Stateme4
Consolidated Condensed Statement of Equity (Parenthetical) | 9 Months Ended |
Sep. 28, 2013 | |
Common Stock [Member] | |
Restricted stock issuances, shares | 103,633 |
Conversion of exchangeable notes, shares | 259,687 |
Basis_of_Presentation
Basis of Presentation | 9 Months Ended | ||||
Sep. 28, 2013 | |||||
Additional Financial Statement Information [Abstract] | ' | ||||
Basis of Presentation | ' | ||||
Note 1 - Basis of Presentation | |||||
Background | |||||
Vishay Precision Group, Inc. ("VPG" or the "Company") is an internationally recognized designer, manufacturer and marketer of components based on resistive foil technology, sensors, and sensor-based systems specializing in the growing markets of stress, force, weight, pressure, and current measurements. The Company provides vertically integrated products and solutions that are primarily based upon its proprietary foil technology. These products are marketed under a variety of brand names that the Company believes are characterized as having a very high level of precision and quality. VPG's global operations enable it to produce a wide variety of products in strategically effective geographical locations that also optimize its resources for specific technologies, sensors, assemblies and systems. | |||||
Interim Financial Statements | |||||
These unaudited consolidated condensed financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") for interim financial statements and therefore do not include all information and footnotes necessary for the presentation of financial position, results of operations, and cash flows required by accounting principles generally accepted in the United States for complete financial statements. The information furnished reflects all normal recurring adjustments which are, in the opinion of management, necessary for a fair summary of the financial position, results of operations, and cash flows for the interim periods presented. These financial statements should be read in conjunction with the combined and consolidated financial statements and notes thereto as of December 31, 2012 and 2011 and for each of the three years in the period ended December 31, 2012, included in VPG's Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed with the SEC on March 12, 2013. The results of operations for the fiscal quarter and nine fiscal months ended September 28, 2013 are not necessarily indicative of the results to be expected for the full year. | |||||
VPG reports interim financial information for 13-week periods beginning on a Sunday and ending on a Saturday, except for the first quarter, which always begins on January 1, and the fourth quarter, which always ends on December 31. The four fiscal quarters in 2013 and 2012 end on the following dates: | |||||
2013 | 2012 | ||||
Quarter 1 | March 30th | March 31st | |||
Quarter 2 | June 29th | June 30th | |||
Quarter 3 | September 28th | September 29th | |||
Quarter 4 | December 31st | December 31st | |||
Recent Accounting Pronouncements | |||||
In July 2012, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2012-02, Intangibles-Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment. Under the revised guidance, when testing an indefinite-lived intangible asset for impairment, the Company has the option of performinga qualitative assessment before calculating the fair value of the asset. If the Company determines, on the basis of qualitative factors, that the fairvalue of the indefinite-lived intangible asset is not "more likely than not" impaired, the Company would not need to calculate the fair value of theasset. The ASU does not revise the requirement to test indefinite-lived intangible assets annually for impairment. In addition, the ASU does not amend the requirement to test these assets for impairment between annual tests if there is a change in events or circumstances; however, it does revise the examples of events and circumstances that an entity should consider in interim periods. The adoption of the ASU had no effect on the Company's consolidated financial position, results of operations, or cash flows. | |||||
In February 2013, the FASB issued ASU 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, which requires disclosure about amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the statement of operations or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income, but only if the amount reclassified is required to be reclassified to net income in its entirety in the same reporting period. For amounts that are not required to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that provide additional detail about those amounts. ASU 2013-02 is to be applied prospectively and is effective for fiscal years and interim periods beginning after December 15, 2012, or in the first quarter of fiscal year 2013 for the Company. The adoption of this guidance did not have a material impact on the Company's consolidated financial position, results of operations, or cash flows. | |||||
Related_Party_Transactions
Related Party Transactions | 9 Months Ended | |||
Sep. 28, 2013 | ||||
Related Party Transactions [Abstract] | ' | |||
Related Party Transactions | ' | |||
Note 2 - Related Party Transactions | ||||
Until July 6, 2010, VPG was part of Vishay Intertechnology, and the assets and liabilities consisted of those that Vishay Intertechnology attributed to its precision measurement and foil resistor businesses. Following the spin-off on July 6, 2010, VPG is an independent, publicly-traded company, and Vishay Intertechnology does not retain any ownership interest in VPG. | ||||
Shared Facilities | ||||
VPG and Vishay Intertechnology shared certain manufacturing and administrative sites. Costs were allocated based on relative usage of the respective facilities. | ||||
Subsequent to the spin-off, VPG and Vishay Intertechnology continue to share certain manufacturing locations. VPG owns one location in Japan at which it leases space to Vishay Intertechnology. Vishay Intertechnology owns one location in Israel and one location in the United States, at each of which it leases space to VPG. | ||||
Commitments, Contingencies, and Concentrations | ||||
Relationships with Vishay Intertechnology after Spin-Off | ||||
In connection with the spin-off, on July 6, 2010, the Company and its subsidiaries entered into several agreements with Vishay Intertechnology and its subsidiaries that govern the relationship of the parties following the spin-off. | ||||
Transition Services Agreement | ||||
Pursuant to the Transition Services Agreement, Vishay Intertechnology provided VPG with certain information technology support services for its foil resistor business. The Transition Services Agreement terminated on March 1, 2012. | ||||
Lease Agreements | ||||
Subsequent to the spin-off, VPG and Vishay Intertechnology continue to share certain manufacturing locations. | ||||
Future minimum lease payments by VPG for these facilities are estimated as follows (in thousands): | ||||
Remainder of 2013 | $ | 32 | ||
2014 | 129 | |||
2015 | 65 | |||
Thereafter | - | |||
Future minimum lease receipts from Vishay Intertechnology for these shared facilities are estimated as follows (in thousands): | ||||
Remainder of 2013 | $ | 9 | ||
2014 | 39 | |||
2015 | 19 | |||
Thereafter | - |
Acquisition_Activity
Acquisition Activity | 9 Months Ended | ||||||||||||
Sep. 28, 2013 | |||||||||||||
Acquisition Activity [Abstract] | ' | ||||||||||||
Acquisition Activity | ' | ||||||||||||
Note 3 - Acquisition Activity | |||||||||||||
On December 18, 2012, the Company and its indirectly wholly owned subsidiary, Vishay Precision Group Canada ULC ("VPG Canada"), entered into an asset purchase agreement to acquire substantially all of the assets of the George Kelk Corporation ("KELK"), a privately held company based in Toronto, Canada. On January 31, 2013, the Company and VPG Canada completed the acquisition for an aggregate purchase price of approximately $49.0 million (CDN) ($49.0 million USD), subject to working capital and other adjustments. The acquisition was financed using a combination of cash on hand as well as borrowings under the Company's amended and restated credit agreement (see Note 7). KELK engineers, designs and manufactures highly accurate electronic measurement and control equipment used by metals rolling mills and mining applications throughout the world. This acquisition expands the Company's geographic and end market strength in the metals measurement processing market and adds new products to the Company's Weighing and Control Systems reporting segment. For financial reporting purposes, the results of operations for this business have been included in the Weighing and Control Systems reporting segment beginning February 1, 2013. The amount of net revenues and net losses of VPG Canada included in the consolidated condensed statements of operations were as follows(in thousands): | |||||||||||||
Fiscal | Nine fiscal months | ||||||||||||
quarter ended | ended | ||||||||||||
September 28, | September 28, | ||||||||||||
2013 | 2013 | ||||||||||||
Net revenues | $ | 8,196 | $ | 24,214 | |||||||||
Net earnings (loss) attributable | $ | 386 | $ | (684 | ) | ||||||||
to VPG stockholders (1) | |||||||||||||
(1) | The net earnings (loss) attributable to VPG stockholders includes the effect of purchase accounting adjustments, acquisition costs, restructuring costs, and intercompany interest expense. | ||||||||||||
The following table summarizes the preliminary fair values assigned to the assets and liabilities as of the January 31, 2013 acquisition date. These amounts are determined based upon certain valuations and studies that have yet to be finalized, and accordingly, the assets acquired and liabilities assumed are subject to adjustment once the detailed analyses are finalized. The amounts presented have been updated from the first quarter of 2013, but remain preliminary (in thousands): | |||||||||||||
As originally reported | |||||||||||||
31-Jan-13 | Adjustments | 31-Jan-13 | |||||||||||
Working capital (1) | $ | 4,300 | $ | 4,300 | $ | 8,600 | |||||||
Property and equipment | 2,100 | - | 2,100 | ||||||||||
Intangible assets: | |||||||||||||
Patents and acquired technology | 3,200 | 2,100 | 5,300 | ||||||||||
Non-competition agreements | 100 | 100 | 200 | ||||||||||
Customer relationships | 14,300 | (2,100 | ) | 12,200 | |||||||||
Trade names | 1,600 | - | 1,600 | ||||||||||
Total intangible assets | 19,200 | 100 | 19,300 | ||||||||||
Fair value of acquired identifiable assets | 25,600 | 4,400 | 30,000 | ||||||||||
Purchase price | $ | 50,000 | $ | (1,000 | ) | $ | 49,000 | ||||||
Goodwill | $ | 24,400 | $ | (5,400 | ) | $ | 19,000 | ||||||
(1) | Working capital accounts include accounts receivable, inventory, prepaid expenses and other current assets, trade accounts payable, accrued payroll and other accrued expenses. | ||||||||||||
The table above reflects adjustments to the preliminary purchase price allocation as originally reported in the Form 10-Q at March 30, 2013. These adjustments were retrospectively applied to the Company's consolidated condensed balance sheet. During the second quarter of 2013, the Company recast its first quarter operating results to reflect these adjustments. The impact was an increase in the costs of products sold during the first quarter of $1.2 million. | |||||||||||||
The purchase price allocation for KELK continues to be evaluated. As the Company finalizes the fair value of assets acquired and liabilities assumed, additional purchase price adjustments may be recorded during the measurement period. Fair value estimates are based on a complex series of judgments about future events and uncertainties, and rely heavily on estimates and assumptions. The finalization of the purchase accounting assessment may result in additional changes in the valuation of assets acquired and liabilities assumed and may have a material impact on the Company's results of operations. | |||||||||||||
The change in the carrying amount of goodwill is as follows (in thousands): | |||||||||||||
Balance at January 1, 2013 | $ | - | |||||||||||
Goodwill acquired in the KELK acquisition | 19,000 | ||||||||||||
Foreign currency translation adjustment | (528 | ) | |||||||||||
Balance at September 28, 2013 | $ | 18,472 | |||||||||||
The preliminary weighted average useful lives for patents and acquired technology, non-competition agreements and customer relationships are 17, 5, and 18 years, respectively. Trade names are treated as indefinite-lived intangible assets. The Company will test trade names for impairment at least annually, in accordance with U.S. generally accepted accounting principles ("GAAP"). | |||||||||||||
Seventy-five percent of the goodwill associated with this transaction is deductible for income tax purposes. The Company will test the goodwill for impairment at least annually, in accordance with U.S. GAAP. | |||||||||||||
The Company recorded acquisition costs in its consolidated condensed statement of operations as follows(in thousands): | |||||||||||||
Fiscal quarter | Nine fiscal | ||||||||||||
ended | months ended | ||||||||||||
September 28, | September 28, | ||||||||||||
2013 | 2013 | ||||||||||||
Accounting and legal fees | $ | 57 | $ | 610 | |||||||||
Appraisal fees | - | 84 | |||||||||||
Other | - | 58 | |||||||||||
$ | 57 | $ | 752 | ||||||||||
The following unaudited pro forma summary financial information presents the operating results of the combined company, assuming the acquisition had occurred as of January 1, 2012 (in thousands, except per share amounts): | |||||||||||||
Fiscal quarter ended | Nine fiscal months ended | ||||||||||||
September 28, | September 29, | September 28, | September 29, | ||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||
Pro forma net revenues | $ | 57,729 | $ | 62,216 | $ | 181,578 | $ | 188,783 | |||||
Pro forma net earnings attributable to VPG | |||||||||||||
stockholders | $ | 2,577 | $ | 1,919 | $ | 7,569 | $ | 6,903 | |||||
Pro forma basic earnings per share | |||||||||||||
attributable to VPG stockholders | $ | 0.19 | $ | 0.14 | $ | 0.56 | $ | 0.52 | |||||
Pro forma diluted earnings per share | |||||||||||||
attributable to VPG stockholders | $ | 0.18 | $ | 0.14 | $ | 0.54 | $ | 0.5 | |||||
The pro forma information presented for the fiscal quarter and nine fiscal months ended September 28, 2013 include adjustments for acquisition costs, restructuring costs, and the fair market value adjustments associated with inventory and advance customer payments. The pro forma information presented for the fiscal quarter and nine fiscal months ended September 29, 2012 includes adjustments for interest expense that would have been incurred to finance the acquisition, the amortization of intangible assets, acquisition costs and the fair market value adjustments associated with inventory and advance customer payments. The unaudited pro forma results are not necessarily indicative of the results that would have been attained had the acquisition occurred on January 1, 2012. | |||||||||||||
Intangible_Assets
Intangible Assets | 9 Months Ended | ||||||||
Sep. 28, 2013 | |||||||||
Intangible Assets [Abstract] | ' | ||||||||
Intangible Assets | ' | ||||||||
Note 4 - Intangible Assets | |||||||||
Intangible assets were as follows (in thousands): | |||||||||
September 28, | December 31, | ||||||||
2013 | 2012 | ||||||||
Intangible assets subject to amortization | |||||||||
(Definite-lived): | |||||||||
Patents and acquired technology | $ | 9,176 | $ | 4,104 | |||||
Customer relationships | 18,309 | 6,587 | |||||||
Trade names | 1,875 | 1,998 | |||||||
Non-competition agreements | 13,252 | 14,462 | |||||||
42,612 | 27,151 | ||||||||
Accumulated amortization: | |||||||||
Patents and acquired technology | (3,136 | ) | (2,908 | ) | |||||
Customer relationships | (5,466 | ) | (4,736 | ) | |||||
Trade names | (1,717 | ) | (1,736 | ) | |||||
Non-competition agreements | (10,018 | ) | (9,762 | ) | |||||
(20,337 | ) | (19,142 | ) | ||||||
Net intangible assets subject to amortization | 22,275 | 8,009 | |||||||
Intangible assets not subject to amortization | |||||||||
(Indefinite-lived): | |||||||||
Trade names | 1,552 | - | |||||||
$ | 23,827 | $ | 8,009 | ||||||
The increase in net intangible assets from December 31, 2012 is due to the acquisition of the KELK business on January 31, 2013. The Company has preliminarily allocated $17.7 million of the purchase price to definite-lived intangible assets and $1.6 million to indefinite-lived intangible assets. Amortization expense for the fiscal quarters ended September 28, 2013 and September 29, 2012 was $0.8 million and $0.7 million, respectively. Amortization expense for the nine fiscal months ended September 28, 2013 and September 29, 2012 was $2.3 million and $2.2 million, respectively. The KELK intangible assets accounted for $0.3 million of amortization expense for the fiscal quarter ended September 28, 2013 and $0.7 million of amortization expense for the nine fiscal months ended September 28, 2013. | |||||||||
Estimated annual amortization expense for the full year of 2013 and each of the next four years is as follows (in thousands): | |||||||||
2013 | $ | 3,112 | |||||||
2014 | 2,802 | ||||||||
2015 | 2,474 | ||||||||
2016 | 1,630 | ||||||||
2017 | 1,634 |
Restructuring_Costs
Restructuring Costs | 9 Months Ended |
Sep. 28, 2013 | |
Restructuring Costs [Abstract] | ' |
Restructuring Costs | ' |
Note 5 - Restructuring Costs | |
Restructuring costs reflect the cost reduction programs implemented by the Company. Restructuring costs are expensed during the period in which the Company determines it will incur those costs and all requirements for accrual are met. Because these costs are recorded based upon estimates, actual expenditures for the restructuring activities may differ from the initially recorded costs. If the initial estimates are too low or too high, the Company could be required to either record additional expense in future periods or to reverse part of the previously recorded charges. | |
The Company recorded restructuring costs of $0.1 million during the fiscal quarter ended September 28, 2013. These costs were comprised of employee termination costs, including severance and a statutory retirement allowance at KELK and were incurred in connection with a cost reduction in one of the manufacturing areas. The restructuring costs were fully paid during the third quarter of 2013. | |
The Company recorded restructuring costs of $0.4 million during the fiscal quarter ended March 30, 2013. These costs were comprised of employee termination costs, including severance and a statutory retirement allowance, covering 16 technical, production and administrative employees at one of the Company's subsidiaries in Japan. The restructuring was undertaken primarily in response to the declining business conditions in Japan. The restructuring costs were fully paid during the second quarter of 2013. | |
Income_Taxes
Income Taxes | 9 Months Ended |
Sep. 28, 2013 | |
Income Taxes [Abstract] | ' |
Income Taxes | ' |
Note 6 - Income Taxes | |
VPG calculates the tax provision for interim periods using an estimated annual effective tax rate methodology which is based on a current projection of full-year earnings before taxes amongst different taxing jurisdictions and adjusted for the impact of discrete quarterly items. The effective tax rate for the fiscal quarter ended September 28, 2013 was (171.5)% versus 29.8% for the fiscal quarter ended September 29, 2012. The effective tax rate for the nine fiscal months ended September 28, 2013 was (11.9)% versus 29.9% for the nine fiscal months ended September 29, 2012. The primary change in the effective tax rate for both periods presented is the result of the recording of discrete items coupled with changes in the geographic mix of pretax earnings. For the fiscal quarter ending September 28, 2013, the Company recorded a net discrete tax benefit associated with changes in statutory tax rates and foreign exchange variations. In July, a new tax law was enacted in Israel which effectively increases the corporate income tax rate on certain types of income earned after January 1, 2014. Accordingly, the Company's net deferred tax assets in Israel were increased to reflect the higher rate which allowed the recording of a one-time benefit of $1.3 million. | |
Income taxes for VPG for the fiscal quarters and nine fiscal months ended September 28, 2013 and September 29, 2012, as presented in these consolidated condensed financial statements, are calculated on a separate tax return basis. | |
The provision for income taxes consists of provisions for federal, state, and foreign income taxes. The effective tax rates for the fiscal quarters and nine fiscal months ended September 28, 2013 and September 29, 2012 reflect VPG's expected tax rate on reported income before income tax and tax adjustments. VPG operates in an international environment with significant operations in various locations outside the United States. Accordingly, the consolidated income tax rate is a composite rate reflecting VPG's earnings and the applicable tax rates in the various locations in which VPG operates. | |
The Company and its subsidiaries are subject to income taxes in the U.S. and numerous foreign jurisdictions. Significant judgment is required in evaluating the Company's tax positions and determining the provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. VPG establishes reserves for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. These reserves are established when VPG believes that certain positions might be challenged despite its belief that the tax return positions are supportable. VPG adjusts these reserves in light of changing facts and circumstances and the provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate. Penalties and tax-related interest expense are reported as a component of income tax expense. The Company anticipates $0.1 million to $0.3 million of unrecognized tax benefits to be reversed within the next twelve months of the reporting date, due to the expiration of statute of limitations in certain jurisdictions. | |
LongTerm_Debt
Long-Term Debt | 9 Months Ended | |||||
Sep. 28, 2013 | ||||||
Long-Term Debt [Abstract] | ' | |||||
Long-Term Debt | ' | |||||
Note 7 - Long-Term Debt | ||||||
Long-term debt consists of the following (in thousands): | ||||||
September 28, | December 31, | |||||
2013 | 2012 | |||||
2013 credit agreement - revolving facility | $ | - | $ | - | ||
2013 credit agreement - U.S. term facility | 8,500 | - | ||||
2013 credit agreement - Canadian term facility | 14,250 | - | ||||
U.S. credit facility - revolving debt (1) | - | - | ||||
Israeli credit facility - revolving debt (2) | - | - | ||||
Exchangeable unsecured notes, due 2102 | 4,097 | 9,958 | ||||
Other debt | 1,078 | 1,363 | ||||
27,925 | 11,321 | |||||
Less current portion | 3,896 | 167 | ||||
$ | 24,029 | $ | 11,154 | |||
-1 | Through December 31, 2012, multi-currency revolving facility with interest payable at agent's prime rate, the Federal Funds rate or LIBOR, adjusted by an interest rate margin of 0.00% to 2.75% per annum, depending on the Company's leverage ratio. This facility was amended and restated on January 29, 2013, as described below. | |||||
-2 | Multi-currency revolving facility with interest payable at LIBOR plus an interest rate margin of 2.15% per annum. | |||||
2013 Credit Agreement | ||||||
On January 29, 2013, the Company entered into an Amended and Restated Credit Agreement (the "2013 Credit Agreement") among the Company, VPG Canada, the lenders party thereto, RBS Citizens, National Association as joint book-runner and JPMorgan Chase Bank, National Association as agent for such lenders (the "Agent"), pursuant to which the terms of the Company's multi-currency, secured credit facility was revised and expanded to provide for the following facilities: (1) a secured revolving facility in an aggregate principal amount of $15.0 million (the "2013 Revolving Facility"), the proceeds of which may be used for general corporate purposes, with sublimits of (i) $10.0 million which can be used for letters of credit for the account of the Company or VPG Canada, and (ii) up to $5.0 million which can be used for loans outstanding for up to 5 business days ("Swing Loans"); (2) a secured term facility for the Company, the proceeds of which are to be loaned by the Company to its subsidiaries to fund the KELK acquisition, in an aggregate principal amount of $10.0 million (the "U.S. Term Facility"); and (3) a secured term facility for VPG Canada in an aggregate principal amount of $15.0 million (the "Canadian Term Facility"). The aggregate principal amount of the 2013 Revolving Facility may be increased by a maximum of $10.0 million upon the request of the Company, subject to the terms of the 2013 Credit Agreement. The 2013 Credit Agreement terminates on January 29, 2018. The term loans are being repaid in quarterly installments. | ||||||
Interest payable on amounts borrowed under the 2013 Revolving Facility (other than with respect to Swing Loans), the U.S. Term Facility and the Canadian Term Facility (collectively, the "Facilities") is based upon, at the Company's option, (1) the Agent's prime rate, the Federal Funds Rate, or a LIBOR floor (the "Base Rate"), or (2) LIBOR plus a specified margin. An interest margin of 0.25% is added to Base Rate loans. Depending upon the Company's leverage ratio, an interest rate margin ranging from 2.00% to 3.00% per annum is added to the applicable Base Rate or LIBOR rate to determine the interest payable on the Facilities. The Company is required to pay a quarterly fee of 0.30% per annum to 0.50% per annum on the unused portion of the 2013 Revolving Facility, which is determined based on the Company's leverage ratio each quarter. Additional customary fees apply with respect to letters of credit. | ||||||
The obligations of the Company under the 2013 Credit Agreement are secured by pledges of stock in certain domestic and foreign subsidiaries, as well as guarantees by substantially all of the Company's domestic subsidiaries. The obligations of the Company and the guarantors under the 2013 Credit Agreement are secured by substantially all the assets (excluding real estate) of the Company and such guarantors. The Canadian Term Facility is secured by substantially all the assets of VPG Canada and by a secured guarantee by the Company and its domestic subsidiaries. The 2013 Credit Agreement restricts the Company from paying cash dividends and requires the Company to comply with other customary covenants, representations and warranties, including the maintenance of specific financial ratios. The financial maintenance covenants include (a) a tangible net worth of not less than $118.0 million, plus 50% of cumulative net earnings for each fiscal quarter since inception, excluding quarterly net losses; (b) a leverage ratio of not more than 2.5 to 1.0; and (c) a fixed charges coverage ratio of not less than 1.5 to 1.0. The Company was in compliance with its financial maintenance covenants at September 28, 2013. If the Company is not in compliance with any of these covenant restrictions, the credit facility could be terminated by the lenders, and all amounts outstanding pursuant to the credit facility could become immediately payable. | ||||||
Israeli Credit Facility | ||||||
Vishay Advanced Technologies Ltd. ("VAT"), an Israeli company and subsidiary of the Company, entered into a Credit Agreement (the "Credit Agreement") with HSBC Bank Plc (the "Lender") in November 2011 securing a multi-currency, secured revolving facility in an aggregate principal amount of $15.0 million (the "VAT Revolving Facility"). The VAT Revolving Facility was amended on June 27, 2013 to revise certain covenants and the quarterly commitment fee paid on the unused portion of the facility. All other terms of the facility remained unchanged. The VAT Revolving Facility terminates on November 30, 2014. There was no balance outstanding on this facility at September 28, 2013 or December 31, 2012. | ||||||
Interest payable on the VAT Revolving Facility is based upon LIBOR ("VAT Base Rate"). An interest rate margin of 2.15% per annum is added to the VAT Base Rate to determine the interest payable on the VAT Revolving Facility. VAT paid a one-time fee on the commitment and, as amended, is required to pay a quarterly fee of 0.40% per annum on the unused portion of the VAT Revolving Facility. | ||||||
The Credit Agreement requires VAT to comply with customary covenants, representations and warranties, including the maintenance of specific financial ratios. During the first quarter of 2013, VAT was in compliance with the leverage ratio, but, as a result of the legal entity merger within Israel, reported in the Company's 2012 Annual Report on Form 10-K, VAT was not in compliance with the covenant for tangible net worth to total assets ratio and the covenant for minimum tangible shareholders' equity. The Company obtained a waiver from the Lender respecting such non-compliance as of March 30, 2013. VAT renegotiated the covenants associated with this facility during the second quarter of 2013. The revised financial maintenance covenants require VAT to maintain (a) a leverage ratio of not more than 2.5 to 1.0; (b) a tangible shareholders' equity of not less than $48.0 million; and (c) a tangible net worth to total assets ratio of not less than 0.65 to 1.0. As of September 28, 2013, VAT was in compliance with its financial maintenance covenants. In the event of covenant non-compliance, the VAT Revolving Facility could be terminated by the Lender, and any amounts outstanding pursuant to the VAT Revolving Facility could become immediately payable. | ||||||
Credit Lines | ||||||
In connection with the acquisition of the KELK business in January 2013, VPG Canada entered into an uncommitted $3.0 million line of credit with Royal Bank of Canada. | ||||||
Exchangeable Unsecured Notes, due 2102 | ||||||
By reason of the spin-off, Vishay Intertechnology was required to take action so that the existing exchangeable notes of Vishay Intertechnology were deemed exchanged as of the date of the spin-off, for a combination of new notes of Vishay Intertechnology and notes issued by VPG. | ||||||
VPG assumed the liability for an aggregate $10.0 million principal amount of exchangeable notes effective July 6, 2010. The maturity date of the notes is December 13, 2102. | ||||||
The notes are subject to a put and call agreement under which the holders may at any time put the notes to the Company in exchange for shares of the Company's common stock, and the Company may call the notes in exchange for cash or for shares of its common stock at any time after January 1, 2018. The put/call rate of the VPG notes is $22.57 per share of common stock. Effective August 28, 2013, a holder of the Company's exchangeable notes exercised its option to exchange approximately $5.9 million principal amount of the notes for 259,687 shares of VPG common stock. Following this transaction, VPG has outstanding exchangeable unsecured notes with a principal amount of approximately $4.1 million, which are exchangeable for an aggregate of 181,537 shares of VPG common stock. (See also Note 12 - Earnings Per Share). | ||||||
The notes bear interest at LIBOR. Interest is payable quarterly on March 31, June 30, September 30, and December 31 of each calendar year. | ||||||
Other Debt | ||||||
Other debt consists of debt held by VPG's Japanese subsidiary and is payable monthly over the next 9 years at a zero percent interest rate. | ||||||
Accumulated_Other_Comprehensiv
Accumulated Other Comprehensive Income (Loss) | 9 Months Ended | ||||||||||||
Sep. 28, 2013 | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Abstract] | ' | ||||||||||||
Accumulated Other Comprehensive Income (Loss) | ' | ||||||||||||
Note 8 - Accumulated Other Comprehensive Income (Loss) | |||||||||||||
The components of accumulated other comprehensive income (loss) at September 28, 2013 were(in thousands): | |||||||||||||
Pension | |||||||||||||
and Other | |||||||||||||
Foreign | Postretirement | ||||||||||||
Currency | Benefit Plans | Total | |||||||||||
Balance at January 1, 2013 | $ | (11,044 | ) | $ | (3,939 | ) | $ | (14,983 | ) | ||||
Foreign currency translation adjustment | (5,086 | ) | - | (5,086 | ) | ||||||||
Amounts reclassified from accumulated other | |||||||||||||
comprehensive income (loss), net of tax | - | 220 | 220 | ||||||||||
Net current period other comprehensive income (loss) | (5,086 | ) | 220 | (4,866 | ) | ||||||||
Balance at September 28, 2013 | $ | (16,130 | ) | $ | (3,719 | ) | $ | (19,849 | ) | ||||
Reclassifications of pension and other postretirement actuarial items out of accumulated other comprehensive income (loss) are included in the computation of net periodic benefit cost (see Note 9). | |||||||||||||
Pension_and_Other_Postretireme
Pension and Other Postretirement Benefits | 9 Months Ended | |||||||||||||
Sep. 28, 2013 | ||||||||||||||
Pension and Other Postretirement Benefits [Abstract] | ' | |||||||||||||
Pension and Other Postretirement Benefits | ' | |||||||||||||
Note 9 - Pension and Other Postretirement Benefits | ||||||||||||||
Employees of VPG participate in various defined benefit pension and other postretirement benefit plans. | ||||||||||||||
Defined Benefit Plans | ||||||||||||||
U.S. Pension Plan | ||||||||||||||
The Vishay Precision Group Nonqualified Retirement Plan is a contributory pension plan and, like all nonqualified plans, is considered to be unfunded. VPG maintains a nonqualified trust, referred to as a "rabbi" trust, to fund benefits under this plan. Within the trust, plan assets are invested in money market funds and company-owned life insurance policies. Rabbi trust assets are subject to creditor claims under certain conditions and are not the property of employees. Therefore, they are accounted for as other assets within the consolidated condensed balance sheets. The consolidated condensed balance sheets include assets held in trust related to the nonqualified pension plan of $1.6 million at September 28, 2013 and $1.8 million at December 31, 2012, and the related pension liabilities of $1.8 million and $1.8 million at September 28, 2013 and December 31, 2012, respectively. | ||||||||||||||
The Vishay Precision Group Nonqualified Retirement Plan is frozen, therefore, no further participant contributions are permitted and participants do not continue to accrue benefits. | ||||||||||||||
Non-U.S. Pension Plans | ||||||||||||||
The Company provides pension and similar benefits to employees of certain non-U.S. subsidiaries consistent with local practices. Pension benefits earned are generally based on years of service and compensation during active employment. | ||||||||||||||
Other Postretirement Benefit Plans | ||||||||||||||
In the U.S., the Company maintains two unfunded non-pension other postretirement benefit plans ("OPEB") which are funded as costs are incurred. These plans provide medical and death benefits to retirees. | ||||||||||||||
The following table sets forth the components of net periodic cost of pension and other postretirement benefit plans (in thousands): | ||||||||||||||
Fiscal quarter ended | Fiscal quarter ended | |||||||||||||
28-Sep-13 | 29-Sep-12 | |||||||||||||
Pension | OPEB | Pension | OPEB | |||||||||||
Plans | Plans | Plans | Plans | |||||||||||
Net service cost | $ | 111 | $ | 18 | $ | 116 | $ | 11 | ||||||
Interest cost | 212 | 24 | 212 | 28 | ||||||||||
Expected return on plan assets | (149 | ) | - | (146 | ) | - | ||||||||
Amortization of actuarial losses | 42 | 8 | 24 | 18 | ||||||||||
Net periodic benefit cost | $ | 216 | $ | 50 | $ | 206 | $ | 57 | ||||||
Nine fiscal months ended | Nine fiscal months ended | |||||||||||||
28-Sep-13 | 29-Sep-12 | |||||||||||||
Pension | OPEB | Pension | OPEB | |||||||||||
Plans | Plans | Plans | Plans | |||||||||||
Net service cost | $ | 338 | $ | 55 | $ | 346 | $ | 33 | ||||||
Interest cost | 640 | 73 | 637 | 84 | ||||||||||
Expected return on plan assets | (449 | ) | - | (439 | ) | - | ||||||||
Amortization of actuarial losses | 127 | 22 | 72 | 54 | ||||||||||
Net periodic benefit cost | $ | 656 | $ | 150 | $ | 616 | $ | 171 | ||||||
Other Retirement Obligations | ||||||||||||||
The Company participates in various other defined contribution and government-mandated retirement plans based on local law or custom. The Company periodically makes required contributions for certain of these plans. At September 28, 2013 and December 31, 2012, the consolidated condensed balance sheets include $0.9 million and $0.9 million, respectively, within accrued pension and other postretirement costs related to these plans. | ||||||||||||||
In the U.S., certain key employees participate in a nonqualified deferred compensation plan. The accompanying consolidated condensed balance sheets include a notional liability within other noncurrent liabilities related to these deferrals. VPG maintains a nonqualified trust, referred to as a "rabbi" trust, to fund payments under this plan. Within the trust, plan assets are invested in money market funds and company-owned life insurance policies. Rabbi trust assets are subject to creditor claims under certain conditions and are not the property of employees. Therefore, they are accounted for as other assets within the consolidated condensed balance sheets. The consolidated condensed balance sheets include assets held in trust related to the deferred compensation plan of $3.0 million at September 28, 2013 and $2.5 million at December 31, 2012, and the related notional liabilities of $3.4 million and $3.1 million at September 28, 2013 and December 31, 2012, respectively. | ||||||||||||||
ShareBased_Compensation
Share-Based Compensation | 9 Months Ended | |||||||||||
Sep. 28, 2013 | ||||||||||||
Share-Based Compensation [Abstract] | ' | |||||||||||
Share-Based Compensation | ' | |||||||||||
Note 10 - Share-Based Compensation | ||||||||||||
On May 21, 2013, the stockholders of the Company approved the Amended and Restated Vishay Precision Group, Inc. Stock Incentive Program (as amended and restated, the "Plan"). The Plan provides for an increase of 500,000 in the number of shares of common stock available for issuance under the Plan, from 500,000 shares to an aggregate of 1,000,000 shares. Aside from the increase in the number of shares of common stock available for issuance thereunder, the Plan is substantially unchanged as a result of the amendment and restatement approved by the Company's stockholders. At September 28, 2013, the Company had reserved 683,595 shares of common stock for future grant of equity awards pursuant to the Plan. If any outstanding awards are forfeited by the holder or cancelled by the Company, the underlying shares would be available for regrant to others. | ||||||||||||
Stock Options | ||||||||||||
The following table summarizes the Company's stock option activity (number of options in thousands): | ||||||||||||
2013 | ||||||||||||
Weighted | ||||||||||||
Weighted | Average | |||||||||||
Number | Average | Remaining | ||||||||||
of | Exercise | Contractual | ||||||||||
Options | Price | Life (yrs) | ||||||||||
Outstanding: | ||||||||||||
Balance at January 1, 2013 | 32 | $ | 18.03 | |||||||||
Granted | - | - | ||||||||||
Exercised | - | - | ||||||||||
Expired | (5 | ) | 17.87 | |||||||||
Balance at September 28, 2013 | 27 | $ | 18.06 | 3.22 | ||||||||
Exercisable: | ||||||||||||
End of period | 27 | $ | 18.23 | |||||||||
The pretax intrinsic value (the difference between the closing stock price of VPG's common stock on the last trading day of the fiscal quarter of $14.55 per share and the exercise price, multiplied by the number of in-the-money options) that would have been received by the options holders had all option holders exercised their options on September 28, 2013 is not material. No options were exercised during the fiscal quarter or nine fiscal months ended September 28, 2013. | ||||||||||||
Restricted Stock Units | ||||||||||||
On January 16, 2013, VPG's three executive officers were granted annual equity awards in the form of restricted stock units ("RSUs"), of which 75% are performance-based. The awards have an aggregate target grant-date fair value of $0.8 million and were comprised of 63,262 RSUs, as determined using the average of the closing stock price of the last 5 trading days preceding January 1, 2013. Twenty-five percent of these awards will vest on January 1, 2016, subject to the executives' continued employment. The performance-based portion of the RSUs will also vest on January 1, 2016, subject to the satisfaction of certain performance objectives relating to three year cumulative "free cash" and net earnings goals. The Company recognizes compensation cost for RSUs that are expected to vest and for which performance criteria are expected to be met. | ||||||||||||
On May 21, 2013, the Board of Directors approved the issuance of an aggregate of 3,910 RSUs to the three independent board members and to the non-executive chairman of the Board, with an aggregate grant-date fair value of $0.1 million. The compensation cost with respect to the awards is recognized ratably over the one year vesting period of such awards. | ||||||||||||
RSU activity for 2013 is presented below (number of RSUs in thousands): | ||||||||||||
Weighted | ||||||||||||
Number | Average | |||||||||||
of | Grant-date | |||||||||||
RSUs | Fair Value | |||||||||||
Outstanding: | ||||||||||||
Balance at January 1, 2013 | 193 | $ | 15.98 | |||||||||
Granted | 67 | 13.07 | ||||||||||
Vested | (114 | ) | 15.88 | |||||||||
Balance at September 28, 2013 | 146 | $ | 14.72 | |||||||||
The amount of compensation cost related to share-based payment transactions is measured based on the grant-date fair value of the equity instruments issued. VPG determines compensation cost for RSUs based on the grant-date fair value of the underlying common stock. Compensation cost is recognized over the period that the participant provides service in exchange for the award. RSUs with performance-based vesting criteria are expected to vest as follows(number of RSUs in thousands): | ||||||||||||
Vesting Date | Number of RSUs | |||||||||||
15-Mar-14 | 9 | |||||||||||
20-Mar-14 | 9 | |||||||||||
1-Jan-15 | 38 | |||||||||||
20-Mar-15 | 9 | |||||||||||
1-Jan-16 | 47 | |||||||||||
Share-Based Compensation Expense | ||||||||||||
The following table summarizes share-based compensation expense recognized (in thousands): | ||||||||||||
Fiscal quarter ended | Nine fiscal months ended | |||||||||||
September 28, | September 29, | September 28, | September 29, | |||||||||
2013 | 2012 | 2013 | 2012 | |||||||||
Stock options | $ | - | $ | 3 | $ | 2 | $ | 8 | ||||
Total restricted stock units | 225 | 301 | 927 | 858 | ||||||||
Total | $ | 225 | $ | 304 | $ | 929 | $ | 866 |
Segment_Information
Segment Information | 9 Months Ended | |||||||||||||||
Sep. 28, 2013 | ||||||||||||||||
Segment Information [Abstract] | ' | |||||||||||||||
Segment Information | ' | |||||||||||||||
Note 11 - Segment Information | ||||||||||||||||
VPG reports in three product segments: the Foil Technology Products segment, the Force Sensors segment, and the Weighing and Control Systems segment. The Foil Technology Products reporting segment is comprised of the foil resistor and strain gage operating segments. The Force Sensors reporting segment is comprised of transducers, load cells and modules. The Weighing and Control Systems reporting segment is comprised of instruments, complete systems for process control, and on-board weighing applications. The results of operations from the newly acquired KELK business are reported in the Weighing and Control Systems reporting segment. | ||||||||||||||||
VPG evaluates reporting segment performance based on multiple performance measures including gross profits, revenues and operating income, exclusive of certain items. Management believes that evaluating segment performance, excluding items such as restructuring costs, acquisition costs, and other items is meaningful because it provides insight with respect to the intrinsic operating results of VPG. The following table sets forth reporting segment information (in thousands): | ||||||||||||||||
Fiscal quarter ended | Nine fiscal months ended | |||||||||||||||
September 28, | September 29, | September 28, | September 29, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Net third-party revenues: | ||||||||||||||||
Foil Technology Products | $ | 22,433 | $ | 26,307 | $ | 71,308 | $ | 80,698 | ||||||||
Force Sensors | 16,388 | 16,502 | 48,876 | 50,285 | ||||||||||||
Weighing & Control Systems | 18,908 | 12,621 | 57,843 | 35,623 | ||||||||||||
Total | $ | 57,729 | $ | 55,430 | $ | 178,027 | $ | 166,606 | ||||||||
Gross profit: | ||||||||||||||||
Foil Technology Products | $ | 8,235 | $ | 10,247 | $ | 26,731 | $ | 32,908 | ||||||||
Force Sensors | 2,882 | 3,326 | 10,586 | 10,000 | ||||||||||||
Weighing & Control Systems | 8,126 | 5,166 | 23,455 | 14,562 | ||||||||||||
Total | $ | 19,243 | $ | 18,739 | $ | 60,772 | $ | 57,470 | ||||||||
Reconciliation of segment operating income to | ||||||||||||||||
consolidated results: | ||||||||||||||||
Foil Technology Products | $ | 3,912 | $ | 5,960 | $ | 13,926 | $ | 19,745 | ||||||||
Force Sensors | 658 | 1,161 | 3,915 | 3,242 | ||||||||||||
Weighing & Control Systems | 2,464 | 1,966 | 7,488 | 4,918 | ||||||||||||
Unallocated G&A expenses | (6,276 | ) | (5,994 | ) | (19,404 | ) | (18,358 | ) | ||||||||
Acquisition costs | (57 | ) | - | (752 | ) | - | ||||||||||
Restructuring costs | (99 | ) | - | (487 | ) | - | ||||||||||
Consolidated condensed operating income | $ | 602 | $ | 3,093 | $ | 4,686 | $ | 9,547 | ||||||||
Acquisition costs: | ||||||||||||||||
Weighing & Control Systems | $ | (57 | ) | $ | - | $ | (752 | ) | $ | - | ||||||
Restructuring costs: | ||||||||||||||||
Foil Technology Products | $ | - | $ | - | $ | (388 | ) | $ | - | |||||||
Weighing & Control Systems | (99 | ) | - | (99 | ) | - | ||||||||||
$ | (99 | ) | $ | - | $ | (487 | ) | $ | - | |||||||
Products are transferred between segments on a basis intended to reflect, as nearly as practicable, the market value of the products. Intersegment sales from the Foil Technology Products segment to the Force Sensors segment and Weighing and Control Systems segment were $0.5 million and $0.3 million during the fiscal quarters ended September 28, 2013 and September 29, 2012, respectively, and $1.4 million and $1.1 million during the nine fiscal months ended September 28, 2013 and September 29, 2012, respectively. Intersegment sales from the Force Sensors segment to the Foil Technology Products segment and Weighing and Control Systems segment were $0.5 million and $0.6 million during the fiscal quarters ended September 28, 2013 and September 29, 2012, respectively, and $1.7 million and $1.8 million during the nine fiscal months ended September 28, 2013 and September 29, 2012, respectively. Intersegment sales from the Weighing and Control Systems segment to the Force Sensors segment were $0.4 million and $0.6 million during the fiscal quarters ended September 28, 2013 and September 29, 2012, respectively, and $1.0 million and $1.9 million during the nine fiscal months ended September 28, 2013 and September 29, 2012, respectively. | ||||||||||||||||
Earnings_Per_Share
Earnings Per Share | 9 Months Ended | |||||||||||
Sep. 28, 2013 | ||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||
Earnings Per Share | ' | |||||||||||
Note 12 - Earnings Per Share | ||||||||||||
The following table sets forth the computation of basic and diluted earnings per share attributable to VPG stockholders (in thousands, except earnings per share): | ||||||||||||
Fiscal quarter ended | Nine fiscal months ended | |||||||||||
September 28, | September 29, | September 28, | September 29, | |||||||||
2013 | 2012 | 2013 | 2012 | |||||||||
Numerator: | ||||||||||||
Numerator for basic earnings per share: | ||||||||||||
Net earnings attributable to VPG stockholders | $ | 1,466 | $ | 1,942 | $ | 3,163 | $ | 6,526 | ||||
Adjustment to the numerator for net earnings: | ||||||||||||
Interest savings assuming conversion of | ||||||||||||
dilutive exchangeable notes, net of tax | 4 | 7 | 13 | 24 | ||||||||
Numerator for diluted earnings per share: | ||||||||||||
Net earnings attributable to VPG stockholders | $ | 1,470 | $ | 1,949 | $ | 3,176 | $ | 6,550 | ||||
Denominator: | ||||||||||||
Denominator for basic earnings per share: | ||||||||||||
Weighted average shares | 13,734 | 13,371 | 13,504 | 13,366 | ||||||||
Effect of dilutive securities: | ||||||||||||
Exchangeable notes | 181 | 441 | 355 | 441 | ||||||||
Employee stock options | 1 | - | 1 | 1 | ||||||||
Restricted stock units | 28 | 81 | 80 | 73 | ||||||||
Dilutive potential common shares | 210 | 522 | 436 | 515 | ||||||||
Denominator for diluted earnings per share: | ||||||||||||
Adjusted weighted average shares | 13,944 | 13,893 | 13,940 | 13,881 | ||||||||
Basic earnings per share attributable to VPG | ||||||||||||
stockholders | $ | 0.11 | $ | 0.15 | $ | 0.23 | $ | 0.49 | ||||
Diluted earnings per share attributable to VPG | ||||||||||||
stockholders | $ | 0.11 | $ | 0.14 | $ | 0.23 | $ | 0.47 | ||||
Effective August 28, 2013, a holder of the Company's exchangeable notes exercised its option to exchange approximately $5.9 million principal amount of the notes for 259,687 shares of VPG common stock. Following this transaction, VPG has outstanding exchangeable unsecured notes with a principal amount of approximately $4.1 million, which are exchangeable for an aggregate of 181,537 shares of VPG common stock. This transaction has no effect on the calculation of the weighted average shares outstanding used for computing diluted earnings per share because the Company's earnings per share computation assumes that the exchangeable unsecured notes would be converted. | ||||||||||||
Diluted earnings per share for the periods presented do not reflect the following weighted average potential common shares, as the effect would be antidilutive (in thousands): | ||||||||||||
Fiscal quarter ended | Nine fiscal months ended | |||||||||||
September 28, | September 29, | September 28, | September 29, | |||||||||
2013 | 2012 | 2013 | 2012 | |||||||||
Weighted average employee stock options | 23 | 28 | 23 | 28 | ||||||||
Weighted average warrants | - | 630 | - | 630 | ||||||||
The warrants expired on December 13, 2012. The warrants were antidilutive in the prior year through the expiration date. | ||||||||||||
Additional_Financial_Statement
Additional Financial Statement Information | 9 Months Ended | |||||||||||||||
Sep. 28, 2013 | ||||||||||||||||
Additional Financial Statement Information [Abstract] | ' | |||||||||||||||
Additional Financial Statement Information | ' | |||||||||||||||
Note 13 - Additional Financial Statement Information | ||||||||||||||||
The caption "other" on the consolidated condensed statements of operations consists of the following (in thousands): | ||||||||||||||||
Fiscal quarter ended | Nine fiscal months ended | |||||||||||||||
September 28, | September 29, | September 28, | September 29, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Foreign exchange gain (loss) | $ | 184 | $ | (207 | ) | $ | (1,005 | ) | $ | (201 | ) | |||||
Interest income | 57 | 164 | 191 | 497 | ||||||||||||
Other | (31 | ) | (252 | ) | (259 | ) | (281 | ) | ||||||||
$ | 210 | $ | (295 | ) | $ | (1,073 | ) | $ | 15 | |||||||
Other accrued expenses consist of the following (in thousands): | ||||||||||||||||
September 28, | December 31, | |||||||||||||||
2013 | 2012 | |||||||||||||||
Accrued customer advances | $ | 6,146 | $ | 846 | ||||||||||||
Accrued commissions | 1,758 | 299 | ||||||||||||||
Goods received, not yet invoiced | 1,741 | 1,746 | ||||||||||||||
Accrued taxes, other than income taxes | 2,206 | 2,048 | ||||||||||||||
Accrued professional fees | 1,303 | 1,339 | ||||||||||||||
Other | 2,496 | 2,221 | ||||||||||||||
$ | 15,650 | $ | 8,499 | |||||||||||||
The increase in accrued customer advances and accrued commissions from December 31, 2012 is mainly due to the acquisition of the KELK business on January 31, 2013. Customer advance payments attributable to KELK at September 28, 2013 were $5.0 million. Customer advance payments represent amounts received from customers for sales, for which the earnings process has not yet been completed. Accrued commissions attributable to KELK at September 28, 2013 were $1.5 million. | ||||||||||||||||
Fair_Value_Measurements
Fair Value Measurements | 9 Months Ended | ||||||||||||
Sep. 28, 2013 | |||||||||||||
Fair Value Measurements [Abstract] | ' | ||||||||||||
Fair Value Measurements | ' | ||||||||||||
Note 14 - Fair Value Measurements | |||||||||||||
Accounting Standards Codification ("ASC") Topic 820, Fair Value Measurement, establishes a valuation hierarchy of the inputs used to measure fair value. This hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: | |||||||||||||
Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. | |||||||||||||
Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. | |||||||||||||
Level 3: Unobservable inputs that reflect the Company's own assumptions. | |||||||||||||
An asset or liability's classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. | |||||||||||||
The following tables provide the financial assets and liabilities carried at fair value measured on a recurring basis (in thousands): | |||||||||||||
Fair value measurements at reporting date using: | |||||||||||||
Total | Level 1 | Level 2 | Level 3 | ||||||||||
Fair Value | Inputs | Inputs | Inputs | ||||||||||
28-Sep-13 | |||||||||||||
Assets | |||||||||||||
Assets held in rabbi trusts | $ | 4,583 | $ | 1,097 | $ | 3,486 | $ | - | |||||
31-Dec-12 | |||||||||||||
Assets | |||||||||||||
Assets held in rabbi trusts | $ | 4,299 | $ | 1,102 | $ | 3,197 | $ | - | |||||
The Company maintains nonqualified trusts, referred to as "rabbi" trusts, to fund payments under deferred compensation and nonqualified pension plans. Rabbi trust assets consist primarily of marketable securities, classified as available-for-sale money market funds at September 28, 2013 and December 31, 2012, and company-owned life insurance assets. The marketable securities held in the rabbi trusts are valued using quoted market prices on the last business day of the period. The company-owned life insurance assets are valued in consultation with the Company's insurance brokers using the value of underlying assets of the insurance contracts. The fair value measurement of the marketable securities held in the rabbi trust is considered a Level 1 measurement and the measurement of the company-owned life insurance assets is considered a Level 2 measurement within the fair value hierarchy. | |||||||||||||
The fair value of the long-term debt at September 28, 2013 and December 31, 2012 is approximately $26.2 million and $7.5 million, respectively, compared to its carrying value of $27.9 million and $11.3 million, respectively. The Company estimates the fair value of its long-term debt using a combination of quoted market prices for similar financing arrangements and expected future payments discounted at risk-adjusted rates. The fair value of long-term debt is considered a Level 2 measurement within the fair value hierarchy. | |||||||||||||
The Company's financial instruments include cash and cash equivalents, accounts receivable, and accounts payable. The carrying amounts for these financial instruments reported in the consolidated condensed balance sheets approximate their fair values. | |||||||||||||
Related_Party_Transactions_Tab
Related Party Transactions (Tables) | 9 Months Ended | |||
Sep. 28, 2013 | ||||
Related Party Transactions [Abstract] | ' | |||
Schedule of Future Minimum Lease Payments | ' | |||
Remainder of 2013 | $ | 32 | ||
2014 | 129 | |||
2015 | 65 | |||
Thereafter | - | |||
Schedule of Future Minimum Lease Receipts | ' | |||
Remainder of 2013 | $ | 9 | ||
2014 | 39 | |||
2015 | 19 | |||
Thereafter | - |
Acquisition_Activity_Tables
Acquisition Activity (Tables) | 9 Months Ended | ||||||||||||
Sep. 28, 2013 | |||||||||||||
Acquisition Activity [Abstract] | ' | ||||||||||||
Schedule of Revenue and Earnings | ' | ||||||||||||
Fiscal | Nine fiscal months | ||||||||||||
quarter ended | ended | ||||||||||||
September 28, | September 28, | ||||||||||||
2013 | 2013 | ||||||||||||
Net revenues | $ | 8,196 | $ | 24,214 | |||||||||
Net earnings (loss) attributable | $ | 386 | $ | (684 | ) | ||||||||
to VPG stockholders (1) | |||||||||||||
(1) | The net earnings (loss) attributable to VPG stockholders includes the effect of purchase accounting adjustments, acquisition costs, restructuring costs, and intercompany interest expense. | ||||||||||||
Schedule of Assets Acquired and Liabilities Assumed | ' | ||||||||||||
As originally reported | |||||||||||||
31-Jan-13 | Adjustments | 31-Jan-13 | |||||||||||
Working capital (1) | $ | 4,300 | $ | 4,300 | $ | 8,600 | |||||||
Property and equipment | 2,100 | - | 2,100 | ||||||||||
Intangible assets: | |||||||||||||
Patents and acquired technology | 3,200 | 2,100 | 5,300 | ||||||||||
Non-competition agreements | 100 | 100 | 200 | ||||||||||
Customer relationships | 14,300 | (2,100 | ) | 12,200 | |||||||||
Trade names | 1,600 | - | 1,600 | ||||||||||
Total intangible assets | 19,200 | 100 | 19,300 | ||||||||||
Fair value of acquired identifiable assets | 25,600 | 4,400 | 30,000 | ||||||||||
Purchase price | $ | 50,000 | $ | (1,000 | ) | $ | 49,000 | ||||||
Goodwill | $ | 24,400 | $ | (5,400 | ) | $ | 19,000 | ||||||
(1) | Working capital accounts include accounts receivable, inventory, prepaid expenses and other current assets, trade accounts payable, accrued payroll and other accrued expenses. | ||||||||||||
Summary of Goodwill Activity | ' | ||||||||||||
Balance at January 1, 2013 | $ | - | |||||||||||
Goodwill acquired in the KELK acquisition | 19,000 | ||||||||||||
Foreign currency translation adjustment | (528 | ) | |||||||||||
Balance at September 28, 2013 | $ | 18,472 | |||||||||||
Schedule of Acquisition Costs | ' | ||||||||||||
Fiscal quarter | Nine fiscal | ||||||||||||
ended | months ended | ||||||||||||
September 28, | September 28, | ||||||||||||
2013 | 2013 | ||||||||||||
Accounting and legal fees | $ | 57 | $ | 610 | |||||||||
Appraisal fees | - | 84 | |||||||||||
Other | - | 58 | |||||||||||
$ | 57 | $ | 752 | ||||||||||
Pro Forma Information | ' | ||||||||||||
Fiscal quarter ended | Nine fiscal months ended | ||||||||||||
September 28, | September 29, | September 28, | September 29, | ||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||
Pro forma net revenues | $ | 57,729 | $ | 62,216 | $ | 181,578 | $ | 188,783 | |||||
Pro forma net earnings attributable to VPG | |||||||||||||
stockholders | $ | 2,577 | $ | 1,919 | $ | 7,569 | $ | 6,903 | |||||
Pro forma basic earnings per share | |||||||||||||
attributable to VPG stockholders | $ | 0.19 | $ | 0.14 | $ | 0.56 | $ | 0.52 | |||||
Pro forma diluted earnings per share | |||||||||||||
attributable to VPG stockholders | $ | 0.18 | $ | 0.14 | $ | 0.54 | $ | 0.5 |
Intangible_Assets_Tables
Intangible Assets (Tables) | 9 Months Ended | ||||||||
Sep. 28, 2013 | |||||||||
Intangible Assets [Abstract] | ' | ||||||||
Schedule of Intangible Assets | ' | ||||||||
September 28, | December 31, | ||||||||
2013 | 2012 | ||||||||
Intangible assets subject to amortization | |||||||||
(Definite-lived): | |||||||||
Patents and acquired technology | $ | 9,176 | $ | 4,104 | |||||
Customer relationships | 18,309 | 6,587 | |||||||
Trade names | 1,875 | 1,998 | |||||||
Non-competition agreements | 13,252 | 14,462 | |||||||
42,612 | 27,151 | ||||||||
Accumulated amortization: | |||||||||
Patents and acquired technology | (3,136 | ) | (2,908 | ) | |||||
Customer relationships | (5,466 | ) | (4,736 | ) | |||||
Trade names | (1,717 | ) | (1,736 | ) | |||||
Non-competition agreements | (10,018 | ) | (9,762 | ) | |||||
(20,337 | ) | (19,142 | ) | ||||||
Net intangible assets subject to amortization | 22,275 | 8,009 | |||||||
Intangible assets not subject to amortization | |||||||||
(Indefinite-lived): | |||||||||
Trade names | 1,552 | - | |||||||
$ | 23,827 | $ | 8,009 | ||||||
Schedule of Estimated Amortization Expense | ' | ||||||||
2013 | $ | 3,112 | |||||||
2014 | 2,802 | ||||||||
2015 | 2,474 | ||||||||
2016 | 1,630 | ||||||||
2017 | 1,634 |
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 9 Months Ended | |||||
Sep. 28, 2013 | ||||||
Long-Term Debt [Abstract] | ' | |||||
Schedule of Long-term Debt | ' | |||||
September 28, | December 31, | |||||
2013 | 2012 | |||||
2013 credit agreement - revolving facility | $ | - | $ | - | ||
2013 credit agreement - U.S. term facility | 8,500 | - | ||||
2013 credit agreement - Canadian term facility | 14,250 | - | ||||
U.S. credit facility - revolving debt (1) | - | - | ||||
Israeli credit facility - revolving debt (2) | - | - | ||||
Exchangeable unsecured notes, due 2102 | 4,097 | 9,958 | ||||
Other debt | 1,078 | 1,363 | ||||
27,925 | 11,321 | |||||
Less current portion | 3,896 | 167 | ||||
$ | 24,029 | $ | 11,154 | |||
-1 | Through December 31, 2012, multi-currency revolving facility with interest payable at agent's prime rate, the Federal Funds rate or LIBOR, adjusted by an interest rate margin of 0.00% to 2.75% per annum, depending on the Company's leverage ratio. This facility was amended and restated on January 29, 2013, as described below. | |||||
-2 | Multi-currency revolving facility with interest payable at LIBOR plus an interest rate margin of 2.15% per annum. |
Accumulated_Other_Comprehensiv1
Accumulated Other Comprehensive Income (Loss) (Tables) | 9 Months Ended | ||||||||||||
Sep. 28, 2013 | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Abstract] | ' | ||||||||||||
Schedule of Accumulated Other Comprehensive Income (Loss) | ' | ||||||||||||
Pension | |||||||||||||
and Other | |||||||||||||
Foreign | Postretirement | ||||||||||||
Currency | Benefit Plans | Total | |||||||||||
Balance at January 1, 2013 | $ | (11,044 | ) | $ | (3,939 | ) | $ | (14,983 | ) | ||||
Foreign currency translation adjustment | (5,086 | ) | - | (5,086 | ) | ||||||||
Amounts reclassified from accumulated other | |||||||||||||
comprehensive income (loss), net of tax | - | 220 | 220 | ||||||||||
Net current period other comprehensive income (loss) | (5,086 | ) | 220 | (4,866 | ) | ||||||||
Balance at September 28, 2013 | $ | (16,130 | ) | $ | (3,719 | ) | $ | (19,849 | ) |
Pension_and_Other_Postretireme1
Pension and Other Postretirement Benefits (Tables) | 9 Months Ended | |||||||||||||
Sep. 28, 2013 | ||||||||||||||
Pension and Other Postretirement Benefits [Abstract] | ' | |||||||||||||
Schedule of Net Pension and Other Retirement Plan Costs | ' | |||||||||||||
Fiscal quarter ended | Fiscal quarter ended | |||||||||||||
28-Sep-13 | 29-Sep-12 | |||||||||||||
Pension | OPEB | Pension | OPEB | |||||||||||
Plans | Plans | Plans | Plans | |||||||||||
Net service cost | $ | 111 | $ | 18 | $ | 116 | $ | 11 | ||||||
Interest cost | 212 | 24 | 212 | 28 | ||||||||||
Expected return on plan assets | (149 | ) | - | (146 | ) | - | ||||||||
Amortization of actuarial losses | 42 | 8 | 24 | 18 | ||||||||||
Net periodic benefit cost | $ | 216 | $ | 50 | $ | 206 | $ | 57 | ||||||
Nine fiscal months ended | Nine fiscal months ended | |||||||||||||
28-Sep-13 | 29-Sep-12 | |||||||||||||
Pension | OPEB | Pension | OPEB | |||||||||||
Plans | Plans | Plans | Plans | |||||||||||
Net service cost | $ | 338 | $ | 55 | $ | 346 | $ | 33 | ||||||
Interest cost | 640 | 73 | 637 | 84 | ||||||||||
Expected return on plan assets | (449 | ) | - | (439 | ) | - | ||||||||
Amortization of actuarial losses | 127 | 22 | 72 | 54 | ||||||||||
Net periodic benefit cost | $ | 656 | $ | 150 | $ | 616 | $ | 171 |
ShareBased_Compensation_Tables
Share-Based Compensation (Tables) | 9 Months Ended | |||||||||||
Sep. 28, 2013 | ||||||||||||
Share-Based Compensation [Abstract] | ' | |||||||||||
Schedule of Stock Option Activity | ' | |||||||||||
2013 | ||||||||||||
Weighted | ||||||||||||
Weighted | Average | |||||||||||
Number | Average | Remaining | ||||||||||
of | Exercise | Contractual | ||||||||||
Options | Price | Life (yrs) | ||||||||||
Outstanding: | ||||||||||||
Balance at January 1, 2013 | 32 | $ | 18.03 | |||||||||
Granted | - | - | ||||||||||
Exercised | - | - | ||||||||||
Expired | (5 | ) | 17.87 | |||||||||
Balance at September 28, 2013 | 27 | $ | 18.06 | 3.22 | ||||||||
Exercisable: | ||||||||||||
End of period | 27 | $ | 18.23 | |||||||||
Schedule of RSU Activity | ' | |||||||||||
Weighted | ||||||||||||
Number | Average | |||||||||||
of | Grant-date | |||||||||||
RSUs | Fair Value | |||||||||||
Outstanding: | ||||||||||||
Balance at January 1, 2013 | 193 | $ | 15.98 | |||||||||
Granted | 67 | 13.07 | ||||||||||
Vested | (114 | ) | 15.88 | |||||||||
Balance at September 28, 2013 | 146 | $ | 14.72 | |||||||||
Schedule of RSUs with Performance-based Vesting | ' | |||||||||||
Vesting Date | Number of RSUs | |||||||||||
15-Mar-14 | 9 | |||||||||||
20-Mar-14 | 9 | |||||||||||
1-Jan-15 | 38 | |||||||||||
20-Mar-15 | 9 | |||||||||||
1-Jan-16 | 47 | |||||||||||
Schedule of Share-based Compensation Expense | ' | |||||||||||
Fiscal quarter ended | Nine fiscal months ended | |||||||||||
September 28, | September 29, | September 28, | September 29, | |||||||||
2013 | 2012 | 2013 | 2012 | |||||||||
Stock options | $ | - | $ | 3 | $ | 2 | $ | 8 | ||||
Total restricted stock units | 225 | 301 | 927 | 858 | ||||||||
Total | $ | 225 | $ | 304 | $ | 929 | $ | 866 |
Segment_Information_Tables
Segment Information (Tables) | 9 Months Ended | |||||||||||||||
Sep. 28, 2013 | ||||||||||||||||
Segment Information [Abstract] | ' | |||||||||||||||
Schedule of Segment Reporting | ' | |||||||||||||||
Fiscal quarter ended | Nine fiscal months ended | |||||||||||||||
September 28, | September 29, | September 28, | September 29, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Net third-party revenues: | ||||||||||||||||
Foil Technology Products | $ | 22,433 | $ | 26,307 | $ | 71,308 | $ | 80,698 | ||||||||
Force Sensors | 16,388 | 16,502 | 48,876 | 50,285 | ||||||||||||
Weighing & Control Systems | 18,908 | 12,621 | 57,843 | 35,623 | ||||||||||||
Total | $ | 57,729 | $ | 55,430 | $ | 178,027 | $ | 166,606 | ||||||||
Gross profit: | ||||||||||||||||
Foil Technology Products | $ | 8,235 | $ | 10,247 | $ | 26,731 | $ | 32,908 | ||||||||
Force Sensors | 2,882 | 3,326 | 10,586 | 10,000 | ||||||||||||
Weighing & Control Systems | 8,126 | 5,166 | 23,455 | 14,562 | ||||||||||||
Total | $ | 19,243 | $ | 18,739 | $ | 60,772 | $ | 57,470 | ||||||||
Reconciliation of segment operating income to | ||||||||||||||||
consolidated results: | ||||||||||||||||
Foil Technology Products | $ | 3,912 | $ | 5,960 | $ | 13,926 | $ | 19,745 | ||||||||
Force Sensors | 658 | 1,161 | 3,915 | 3,242 | ||||||||||||
Weighing & Control Systems | 2,464 | 1,966 | 7,488 | 4,918 | ||||||||||||
Unallocated G&A expenses | (6,276 | ) | (5,994 | ) | (19,404 | ) | (18,358 | ) | ||||||||
Acquisition costs | (57 | ) | - | (752 | ) | - | ||||||||||
Restructuring costs | (99 | ) | - | (487 | ) | - | ||||||||||
Consolidated condensed operating income | $ | 602 | $ | 3,093 | $ | 4,686 | $ | 9,547 | ||||||||
Acquisition costs: | ||||||||||||||||
Weighing & Control Systems | $ | (57 | ) | $ | - | $ | (752 | ) | $ | - | ||||||
Restructuring costs: | ||||||||||||||||
Foil Technology Products | $ | - | $ | - | $ | (388 | ) | $ | - | |||||||
Weighing & Control Systems | (99 | ) | - | (99 | ) | - | ||||||||||
$ | (99 | ) | $ | - | $ | (487 | ) | $ | - |
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 9 Months Ended | |||||||||||
Sep. 28, 2013 | ||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||
Computation of Basic and Diluted Earnings Per Share | ' | |||||||||||
Fiscal quarter ended | Nine fiscal months ended | |||||||||||
September 28, | September 29, | September 28, | September 29, | |||||||||
2013 | 2012 | 2013 | 2012 | |||||||||
Numerator: | ||||||||||||
Numerator for basic earnings per share: | ||||||||||||
Net earnings attributable to VPG stockholders | $ | 1,466 | $ | 1,942 | $ | 3,163 | $ | 6,526 | ||||
Adjustment to the numerator for net earnings: | ||||||||||||
Interest savings assuming conversion of | ||||||||||||
dilutive exchangeable notes, net of tax | 4 | 7 | 13 | 24 | ||||||||
Numerator for diluted earnings per share: | ||||||||||||
Net earnings attributable to VPG stockholders | $ | 1,470 | $ | 1,949 | $ | 3,176 | $ | 6,550 | ||||
Denominator: | ||||||||||||
Denominator for basic earnings per share: | ||||||||||||
Weighted average shares | 13,734 | 13,371 | 13,504 | 13,366 | ||||||||
Effect of dilutive securities: | ||||||||||||
Exchangeable notes | 181 | 441 | 355 | 441 | ||||||||
Employee stock options | 1 | - | 1 | 1 | ||||||||
Restricted stock units | 28 | 81 | 80 | 73 | ||||||||
Dilutive potential common shares | 210 | 522 | 436 | 515 | ||||||||
Denominator for diluted earnings per share: | ||||||||||||
Adjusted weighted average shares | 13,944 | 13,893 | 13,940 | 13,881 | ||||||||
Basic earnings per share attributable to VPG | ||||||||||||
stockholders | $ | 0.11 | $ | 0.15 | $ | 0.23 | $ | 0.49 | ||||
Diluted earnings per share attributable to VPG | ||||||||||||
stockholders | $ | 0.11 | $ | 0.14 | $ | 0.23 | $ | 0.47 | ||||
Schedule of Antidilutive Effects | ' | |||||||||||
Fiscal quarter ended | Nine fiscal months ended | |||||||||||
September 28, | September 29, | September 28, | September 29, | |||||||||
2013 | 2012 | 2013 | 2012 | |||||||||
Weighted average employee stock options | 23 | 28 | 23 | 28 | ||||||||
Weighted average warrants | - | 630 | - | 630 |
Additional_Financial_Statement1
Additional Financial Statement Information (Tables) | 9 Months Ended | |||||||||||||||
Sep. 28, 2013 | ||||||||||||||||
Additional Financial Statement Information [Abstract] | ' | |||||||||||||||
Schedule of Other Income in Operations | ' | |||||||||||||||
Fiscal quarter ended | Nine fiscal months ended | |||||||||||||||
September 28, | September 29, | September 28, | September 29, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Foreign exchange gain (loss) | $ | 184 | $ | (207 | ) | $ | (1,005 | ) | $ | (201 | ) | |||||
Interest income | 57 | 164 | 191 | 497 | ||||||||||||
Other | (31 | ) | (252 | ) | (259 | ) | (281 | ) | ||||||||
$ | 210 | $ | (295 | ) | $ | (1,073 | ) | $ | 15 | |||||||
Schedule of Other Accrued Expenses | ' | |||||||||||||||
September 28, | December 31, | |||||||||||||||
2013 | 2012 | |||||||||||||||
Accrued customer advances | $ | 6,146 | $ | 846 | ||||||||||||
Accrued commissions | 1,758 | 299 | ||||||||||||||
Goods received, not yet invoiced | 1,741 | 1,746 | ||||||||||||||
Accrued taxes, other than income taxes | 2,206 | 2,048 | ||||||||||||||
Accrued professional fees | 1,303 | 1,339 | ||||||||||||||
Other | 2,496 | 2,221 | ||||||||||||||
$ | 15,650 | $ | 8,499 |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 9 Months Ended | ||||||||||||
Sep. 28, 2013 | |||||||||||||
Fair Value Measurements [Abstract] | ' | ||||||||||||
Schedule of Assets and Liabilities at Fair Value | ' | ||||||||||||
Fair value measurements at reporting date using: | |||||||||||||
Total | Level 1 | Level 2 | Level 3 | ||||||||||
Fair Value | Inputs | Inputs | Inputs | ||||||||||
28-Sep-13 | |||||||||||||
Assets | |||||||||||||
Assets held in rabbi trusts | $ | 4,583 | $ | 1,097 | $ | 3,486 | $ | - | |||||
31-Dec-12 | |||||||||||||
Assets | |||||||||||||
Assets held in rabbi trusts | $ | 4,299 | $ | 1,102 | $ | 3,197 | $ | - |
Related_Party_Transactions_Sch
Related Party Transactions (Schedule of Future Minimum Lease Payments) (Details) (USD $) | Sep. 28, 2013 |
In Thousands, unless otherwise specified | |
Related Party Transactions [Abstract] | ' |
Remainder of 2013 | $32 |
2014 | 129 |
2015 | 65 |
Thereafter | ' |
Related_Party_Transactions_Sch1
Related Party Transactions (Schedule of Future Minimum Lease Receipts) (Details) (USD $) | Sep. 28, 2013 |
In Thousands, unless otherwise specified | |
Related Party Transactions [Abstract] | ' |
Remainder of 2013 | $9 |
2014 | 39 |
2015 | 19 |
Thereafter | ' |
Acquisition_Activity_Narrative
Acquisition Activity (Narrative) (Details) | 9 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Jan. 31, 2013 | Jan. 31, 2013 | Mar. 30, 2013 | Sep. 28, 2013 |
Patents and Acquired Technology [Member] | Non Competition Agreement [Member] | Customer Relationships [Member] | George Kelk Corporation ("KELK") [Member] | George Kelk Corporation ("KELK") [Member] | George Kelk Corporation ("KELK") [Member] | George Kelk Corporation ("KELK") [Member] | |
USD ($) | CAD | USD ($) | |||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Purchase price | ' | ' | ' | $49,000 | 49,000 | ' | ' |
Increase in cost of products sold that directly impacted operating results | ' | ' | ' | ' | ' | $1,200 | ' |
Finite-lived intangible assets, weighted average useful lives | '17 years | '5 years | '18 years | ' | ' | ' | ' |
Percentage of goodwill | ' | ' | ' | ' | ' | ' | 75.00% |
Acquisition_Activity_Schedule_
Acquisition Activity (Schedule of Revenues and Earnings) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 | ||
Business Acquisition [Line Items] | ' | ' | ' | ' | ||
Net revenues | $57,729 | $55,430 | $178,027 | $166,606 | ||
Net earnings attributable to VPG stockholders | 1,466 | 1,942 | 3,163 | 6,526 | ||
George Kelk Corporation ("KELK") [Member] | ' | ' | ' | ' | ||
Business Acquisition [Line Items] | ' | ' | ' | ' | ||
Net revenues | 8,196 | ' | 24,214 | ' | ||
Net earnings attributable to VPG stockholders | $386 | [1] | ' | ($684) | [1] | ' |
[1] | The net earnings (loss) attributable to VPG stockholders includes the effect of purchase accounting adjustments, acquisition costs, restructuring costs, and intercompany interest expense. |
Acquisition_Activity_Schedule_1
Acquisition Activity (Schedule of Assets Acquired and Liabilities Assumed) (Details) | Sep. 28, 2013 | Dec. 31, 2012 | Jan. 31, 2013 | Jan. 31, 2013 | Jan. 31, 2013 | Jan. 31, 2013 | Jan. 31, 2013 | Jan. 31, 2013 | Jan. 31, 2013 | Jan. 31, 2013 | Jan. 31, 2013 | Jan. 31, 2013 | Jan. 31, 2013 | Jan. 31, 2013 | Jan. 31, 2013 | Jan. 31, 2013 | Jan. 31, 2013 | Jan. 31, 2013 | |||
In Thousands, unless otherwise specified | USD ($) | USD ($) | George Kelk Corporation ("KELK") [Member] | George Kelk Corporation ("KELK") [Member] | George Kelk Corporation ("KELK") [Member] | George Kelk Corporation ("KELK") [Member] | George Kelk Corporation ("KELK") [Member] | George Kelk Corporation ("KELK") [Member] | As originally reported [Member] | As originally reported [Member] | As originally reported [Member] | As originally reported [Member] | As originally reported [Member] | Adjustments [Member] | Adjustments [Member] | Adjustments [Member] | Adjustments [Member] | Adjustments [Member] | |||
USD ($) | CAD | Trade Names [Member] | Patents and Acquired Technology [Member] | Non Competition Agreement [Member] | Customer Relationships [Member] | George Kelk Corporation ("KELK") [Member] | George Kelk Corporation ("KELK") [Member] | George Kelk Corporation ("KELK") [Member] | George Kelk Corporation ("KELK") [Member] | George Kelk Corporation ("KELK") [Member] | George Kelk Corporation ("KELK") [Member] | George Kelk Corporation ("KELK") [Member] | George Kelk Corporation ("KELK") [Member] | George Kelk Corporation ("KELK") [Member] | George Kelk Corporation ("KELK") [Member] | ||||||
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Trade Names [Member] | Patents and Acquired Technology [Member] | Non Competition Agreement [Member] | Customer Relationships [Member] | USD ($) | Trade Names [Member] | Patents and Acquired Technology [Member] | Non Competition Agreement [Member] | Customer Relationships [Member] | ||||||||
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | ||||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Working capital | ' | ' | $8,600 | [1] | ' | ' | ' | ' | ' | $4,300 | [1] | ' | ' | ' | ' | $4,300 | [1] | ' | ' | ' | ' |
Property and equipment | ' | ' | 2,100 | ' | ' | ' | ' | ' | 2,100 | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Intangible assets: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Total intangible assets | ' | ' | 19,300 | ' | 1,600 | 5,300 | 200 | 12,200 | 19,200 | 1,600 | 3,200 | 100 | 14,300 | 100 | ' | 2,100 | 100 | -2,100 | |||
Fair value of acquired identifiable assets | ' | ' | 30,000 | ' | ' | ' | ' | ' | 25,600 | ' | ' | ' | ' | 4,400 | ' | ' | ' | ' | |||
Purchase price | ' | ' | 49,000 | 49,000 | ' | ' | ' | ' | 50,000 | ' | ' | ' | ' | -1,000 | ' | ' | ' | ' | |||
Goodwill | $18,472 | ' | $19,000 | ' | ' | ' | ' | ' | $24,400 | ' | ' | ' | ' | ($5,400) | ' | ' | ' | ' | |||
[1] | Working capital accounts include accounts receivable, inventory, prepaid expenses and other current assets, trade accounts payable, accrued payroll and other accrued expenses. |
Acquisition_Activity_Summary_o
Acquisition Activity (Summary of Goodwill Activity) (Details) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 28, 2013 |
Acquisition Activity [Abstract] | ' |
Balance at January 1, 2013 | ' |
Goodwill acquired in the KELK acquisition | 19,000 |
Foreign currency translation adjustment | -528 |
Balance at September 28, 2013 | $18,472 |
Acquisition_Activity_Schedule_2
Acquisition Activity (Schedule of Acquisition Costs) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 |
Business Acquisition [Line Items] | ' | ' | ' | ' |
Acquisition costs | $57 | ' | $752 | ' |
George Kelk Corporation ("KELK") [Member] | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' |
Acquisition costs | 57 | ' | 752 | ' |
Accounting and legal fees [Member] | George Kelk Corporation ("KELK") [Member] | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' |
Acquisition costs | 57 | ' | 610 | ' |
Appraisal fees [Member] | George Kelk Corporation ("KELK") [Member] | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' |
Acquisition costs | ' | ' | 84 | ' |
Other [Member] | George Kelk Corporation ("KELK") [Member] | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' |
Acquisition costs | ' | ' | $58 | ' |
Acquisition_Activity_Pro_Forma
Acquisition Activity (Pro Forma Information) (Details) (George Kelk Corporation ("KELK") [Member], USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 |
George Kelk Corporation ("KELK") [Member] | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' |
Pro forma net revenues | $57,729 | $62,216 | $181,578 | $188,783 |
Pro forma net earnings attributable to VPG stockholders | $2,577 | $1,919 | $7,569 | $6,903 |
Pro forma basic earnings per share attributable to VPG stockholders (in dollars per share) | $0.19 | $0.14 | $0.56 | $0.52 |
Pro forma diluted earnings per share attributable to VPG stockholders (in dollars per share) | $0.18 | $0.14 | $0.54 | $0.50 |
Intangible_Assets_Schedule_of_
Intangible Assets (Schedule of Intangible Assets) (Details) (USD $) | Sep. 28, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Intangible Assets [Line Items] | ' | ' |
Intangible assets subject to amortization (Definite-lived): | $42,612 | $27,151 |
Accumulated amortization | -20,337 | -19,142 |
Net intangible assets subject to amortization | 22,275 | 8,009 |
Intangible assets not subject to amortization (Indefinite-lived): | 1,552 | ' |
Intangible assets, net | 23,827 | 8,009 |
Patents and acquired technology [Member] | ' | ' |
Intangible Assets [Line Items] | ' | ' |
Intangible assets subject to amortization (Definite-lived): | 9,176 | 4,104 |
Accumulated amortization | -3,136 | -2,908 |
Customer relationships [Member] | ' | ' |
Intangible Assets [Line Items] | ' | ' |
Intangible assets subject to amortization (Definite-lived): | 18,309 | 6,587 |
Accumulated amortization | -5,466 | -4,736 |
Trade names [Member] | ' | ' |
Intangible Assets [Line Items] | ' | ' |
Intangible assets subject to amortization (Definite-lived): | 1,875 | 1,998 |
Accumulated amortization | -1,717 | -1,736 |
Non-competition agreements [Member] | ' | ' |
Intangible Assets [Line Items] | ' | ' |
Intangible assets subject to amortization (Definite-lived): | 13,252 | 14,462 |
Accumulated amortization | ($10,018) | ($9,762) |
Intangible_Assets_Schedule_of_1
Intangible Assets (Schedule of Estimated Amortization Expense) (Details) (USD $) | Sep. 28, 2013 |
In Thousands, unless otherwise specified | |
Intangible Assets [Abstract] | ' |
2013 | $3,112 |
2014 | 2,802 |
2015 | 2,474 |
2016 | 1,630 |
2017 | $1,634 |
Intangible_Assets_Narrative_De
Intangible Assets (Narrative) (Details) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 28, 2013 | Jan. 31, 2013 |
George Kelk Corporation ("KELK") [Member] | George Kelk Corporation ("KELK") [Member] | George Kelk Corporation ("KELK") [Member] | |||||
Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Purchase price allocated to definite-lived intangible assets | ' | ' | ' | ' | ' | ' | $17,700 |
Purchase price allocated to indefinite-lived intangible assets | ' | ' | ' | ' | ' | ' | 1,600 |
Amortization | $800 | $700 | $2,300 | $2,200 | $300 | $700 | ' |
Restructuring_Costs_Details
Restructuring Costs (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Mar. 30, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 |
Restructuring Costs [Abstract] | ' | ' | ' | ' | ' |
Restructuring costs | $99 | $400 | ' | $487 | ' |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 |
Income Taxes [Abstract] | ' | ' | ' | ' |
Effective tax rate | -171.50% | 29.80% | -11.90% | 29.90% |
Tax benefit | ' | ' | $1,300 | ' |
Anticipated change in unrecognized tax benefits, lower bound | 100 | ' | 100 | ' |
Anticipated change in unrecognized tax benefits, upper bound | $300 | ' | $300 | ' |
LongTerm_Debt_Schedule_of_Long
Long-Term Debt (Schedule of Long-term Debt) (Details) (USD $) | Sep. 28, 2013 | Dec. 31, 2012 | ||
In Thousands, unless otherwise specified | ||||
Debt Instrument [Line Items] | ' | ' | ||
Exchangeable unsecured notes, due 2102 | $4,097 | $9,958 | ||
Other debt | 1,078 | 1,363 | ||
Long-Term Debt | 27,925 | 11,321 | ||
Less current portion | 3,896 | 167 | ||
Long-term debt, less current portion | 24,029 | 11,154 | ||
2013 credit agreement - revolving facility [Member] | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ||
Secured debt | ' | ' | ||
2013 credit agreement - U.S. term facility [Member] | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ||
Secured debt | 8,500 | ' | ||
2013 credit agreement - Canadian term facility [Member] | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ||
Secured debt | 14,250 | ' | ||
U.S. credit facility - revolving debt [Member] | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ||
Secured debt | ' | [1] | ' | [1] |
Israeli credit facility - revolving debt [Member] | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ||
Secured debt | ' | [2] | ' | [2] |
[1] | Through December 31, 2012, multi-currency revolving facility with interest payable at agent's prime rate, the Federal Funds rate or LIBOR, adjusted by an interest rate margin of 0.00% to 2.75% per annum, depending on the Company's leverage ratio. This facility was amended and restated on January 29, 2013, as described below. | |||
[2] | Multi-currency revolving facility with interest payable at LIBOR plus an interest rate margin of 2.15% per annum. |
LongTerm_Debt_Narrative_Detail
Long-Term Debt (Narrative) (Details) (USD $) | 1 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 1 Months Ended | |||||||||||
In Thousands, except Share data, unless otherwise specified | Aug. 28, 2013 | Sep. 28, 2013 | Dec. 31, 2012 | Sep. 28, 2013 | Jan. 29, 2013 | Jan. 29, 2013 | Jan. 29, 2013 | Sep. 28, 2013 | Jan. 29, 2013 | Jan. 31, 2013 | Nov. 30, 2011 | Sep. 28, 2013 | Jan. 29, 2013 | Jan. 29, 2013 | Jan. 29, 2013 | Jan. 29, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Jan. 29, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Jul. 06, 2010 |
Other Debt [Member] | Domestic Revolving Facility [Member] | Letter Of Credit [Member] | Swing Loans [Member] | 2013 Credit Agreement [Member] | 2013 Credit Agreement [Member] | Foreign Line Of Credit [Member] | Foreign Revolving Facility [Member] | Foreign Revolving Facility [Member] | Domestic Term Facility [Member] | Foreign Term Facility [Member] | Domestic Revolving Facility [Member] | Minimum [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | Exchangeable Unsecured Notes [Member] | ||||
2013 Credit Agreement [Member] | 2013 Credit Agreement [Member] | Domestic Line Of Credit [Member] | 2013 Credit Agreement [Member] | 2013 Credit Agreement [Member] | Domestic Line Of Credit [Member] | |||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | ' | ' | ' | ' | $15,000 | $10,000 | $5,000 | ' | ' | ' | $15,000 | ' | $10,000 | $15,000 | $10,000 | ' | ' | ' | ' | ' | ' | ' |
Expiration date | ' | ' | ' | ' | ' | ' | ' | 29-Jan-18 | ' | ' | 30-Nov-14 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maturity date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13-Dec-02 |
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.40% | ' | ' | ' | ' | 0.30% | ' | ' | 0.50% | ' | ' | ' |
Line Of Credit Uncommitted Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exchangeable unsecured notes, due 2102 | ' | 4,097 | 9,958 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000 |
Number of shares of common stock the notes are exchangeable into (in shares) | ' | 181,537 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exchangeable Notes Conversion Price Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $22.57 |
Debt Instrument, Term | ' | ' | ' | '9 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stated interest rate | ' | ' | ' | 0.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate in addition to LIBOR | ' | ' | ' | ' | ' | ' | ' | 0.25% | ' | ' | ' | 2.15% | ' | ' | ' | ' | 2.00% | 0.00% | ' | 3.00% | 2.75% | ' |
Minimum tangible net worth | ' | ' | ' | ' | ' | ' | ' | ' | 118,000 | ' | 48,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Required cumulative net earnings percentage | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum leverage ratio | ' | ' | ' | ' | ' | ' | ' | ' | 2.5 | ' | 2.5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum fixed charges coverage ratio | ' | ' | ' | ' | ' | ' | ' | ' | 1.5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum tangible net worth ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.65 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Principal amount of notes exchanged for common stock | $5,900 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of exchangeable notes to common stock, shares | 259,687 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accumulated_Other_Comprehensiv2
Accumulated Other Comprehensive Income (Loss) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' | ' | ' |
Balance at January 1, 2013 | ' | ' | ($14,983) | ' |
Foreign currency translation adjustment | 1,715 | 3,505 | -5,086 | 1,603 |
Amounts reclassified from accumulated other comprehensive income (loss), net of tax | ' | ' | 220 | ' |
Net current period other comprehensive income (loss) | 1,656 | 3,450 | -4,866 | 1,621 |
Balance at September 28, 2013 | -19,849 | ' | -19,849 | ' |
Foreign Currency [Member] | ' | ' | ' | ' |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' | ' | ' |
Balance at January 1, 2013 | ' | ' | -11,044 | ' |
Foreign currency translation adjustment | ' | ' | -5,086 | ' |
Amounts reclassified from accumulated other comprehensive income (loss), net of tax | ' | ' | ' | ' |
Net current period other comprehensive income (loss) | ' | ' | -5,086 | ' |
Balance at September 28, 2013 | -16,130 | ' | -16,130 | ' |
Pension and Other Postretirement Benefit Plans [Member] | ' | ' | ' | ' |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' | ' | ' |
Balance at January 1, 2013 | ' | ' | -3,939 | ' |
Foreign currency translation adjustment | ' | ' | ' | ' |
Amounts reclassified from accumulated other comprehensive income (loss), net of tax | ' | ' | 220 | ' |
Net current period other comprehensive income (loss) | ' | ' | 220 | ' |
Balance at September 28, 2013 | ($3,719) | ' | ($3,719) | ' |
Pensions_and_Other_Postretirem
Pensions and Other Postretirement Benefits (Schedule of Net Pension and Other Retirement Plan Costs) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 |
Pension Plans, Defined Benefit [Member] | ' | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' | ' |
Net service cost | $111 | $116 | $338 | $346 |
Interest cost | 212 | 212 | 640 | 637 |
Expected return on plan assets | -149 | -146 | -449 | -439 |
Amortization of actuarial losses | 42 | 24 | 127 | 72 |
Net periodic benefit cost | 216 | 206 | 656 | 616 |
Other Postretirement Benefit Plans, Defined Benefit [Member] | ' | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' | ' |
Net service cost | 18 | 11 | 55 | 33 |
Interest cost | 24 | 28 | 73 | 84 |
Expected return on plan assets | ' | ' | ' | ' |
Amortization of actuarial losses | 8 | 18 | 22 | 54 |
Net periodic benefit cost | $50 | $57 | $150 | $171 |
Pensions_and_Other_Postretirem1
Pensions and Other Postretirement Benefits (Narrative) (Details) (USD $) | Sep. 28, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Defined Benefit Plan Disclosure [Line Items] | ' | ' |
Accrued pension and other postretirement costs | $12,734 | $13,835 |
United States Pension Plans Of Us Entity, Defined Benefit [Member] | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' |
Assets Held-In-Trust, Noncurrent | 1,600 | 1,800 |
Non qualified pension plan liabilities | 1,800 | 1,800 |
Other Retirement Obligations [Member] | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' |
Other retirement obligations | 900 | 900 |
Non Qualified Deferred Compensation Plan Liaiblities [Member] | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' |
Assets Held-In-Trust, Noncurrent | 3,000 | 2,500 |
Non qualified deferred compensation plan liaiblities | $3,400 | $3,100 |
ShareBased_Compensation_Narrat
Share-Based Compensation (Narrative) (Details) (USD $) | 1 Months Ended | 1 Months Ended | 9 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | 21-May-13 | Sep. 28, 2013 | 30-May-13 | 21-May-13 | Jan. 16, 2013 | Sep. 28, 2013 |
Restricted Stock Units (RSUs) [Member] | Restricted Stock Units (RSUs) [Member] | Restricted Stock Units (RSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in shares) | 500,000 | ' | 1,000,000 | ' | ' | ' |
Additional shares authorized for issuance | 500,000 | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant (in shares) | ' | 683,595 | ' | ' | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Grants In Period (in shares) | ' | ' | ' | 3,910 | 63,262 | 67,000 |
Vesting percentage by January 1, 2016 | ' | ' | ' | ' | 25.00% | ' |
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Weighted Average Grant Date Fair Value (in dollars) | ' | ' | ' | $100 | $800 | ' |
Precentage Of Performance Based Units On Total Units Approved | ' | ' | ' | ' | 75.00% | ' |
Share price | ' | $14.55 | ' | ' | ' | ' |
ShareBased_Compensation_Schedu
Share-Based Compensation (Schedule of Stock Option Activity) (Details) (USD $) | 9 Months Ended |
Sep. 28, 2013 | |
Number of Options | ' |
Balance at January 1, 2013 | 32,000 |
Granted | ' |
Exercised | ' |
Expired | -5,000 |
Balance at September 28, 2013 | 27,000 |
Exercisable | 27,000 |
Weighted Average Exercise Price | ' |
Balance at January 1, 2013 | $18.03 |
Granted | $0 |
Exercised | $0 |
Expired | $17.87 |
Balance at September 28, 2013 | $18.06 |
Exercisable | $18.23 |
Weighted Average Remaining Contractual Life | ' |
Balance at September 28, 2013 | '3 years 2 months 19 days |
ShareBased_Compensation_Schedu1
Share-Based Compensation (Schedule of RSU Activity) (Details) (Restricted Stock Units (RSUs) [Member], USD $) | 1 Months Ended | 9 Months Ended | |
21-May-13 | Jan. 16, 2013 | Sep. 28, 2013 | |
Restricted Stock Units (RSUs) [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Number of RSUs Balance at January 1, 2013 | ' | ' | 193,000 |
Number of RSUs Granted | 3,910 | 63,262 | 67,000 |
Number of RSUs Vested & issued | ' | ' | -114,000 |
Number of RSUs Balance at September 28, 2013 | ' | ' | 146,000 |
Weighted Average Grant-date Fair Value Balance at January 1, 2013 | ' | ' | $15.98 |
Weighted Average Grant-date Fair Value Granted | ' | ' | $13.07 |
Weighted Average Grant-date Fair Value Vested & issued | ' | ' | $15.88 |
Weighted Average Grant-date Fair Value Balance at September 28, 2013 | ' | ' | $14.72 |
ShareBased_Compensation_Schedu2
Share-Based Compensation (Schedule of RSUs with Performance-based Vesting) (Details) | 9 Months Ended |
Sep. 28, 2013 | |
Share-Based Compensation [Abstract] | ' |
Vesting Date 1 | 15-Mar-14 |
Vesting Date 2 | 20-Mar-14 |
Vesting Date 3 | 1-Jan-15 |
Vesting Date 4 | 20-Mar-15 |
Vesting Date 5 | 1-Jan-16 |
Number of RSUs 1 | 9,000 |
Number of RSUs 2 | 9,000 |
Number of RSUs 3 | 38,000 |
Number of RSUs 4 | 9,000 |
Number of RSUs 5 | 47,000 |
ShareBased_Compensation_Schedu3
Share-Based Compensation (Schedule of Share-based Compensation Expense) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 |
Share-Based Compensation [Abstract] | ' | ' | ' | ' |
Stock options | ' | $3 | $2 | $8 |
Total restricted stock units | 225 | 301 | 927 | 858 |
Total | $225 | $304 | $929 | $866 |
Segment_Information_Schedule_o
Segment Information (Schedule of Segment Reporting) (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Mar. 30, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Net third-party revenues | $57,729 | ' | $55,430 | $178,027 | $166,606 |
Gross profit | 19,243 | ' | 18,739 | 60,772 | 57,470 |
Unallocated G&A expenses | -6,276 | ' | -5,994 | -19,404 | -18,358 |
Acquisition costs | -57 | ' | ' | -752 | ' |
Restructuring costs | -99 | -400 | ' | -487 | ' |
Segment operating income (loss) | 602 | ' | 3,093 | 4,686 | 9,547 |
Foil Technology Products [Member] | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Net third-party revenues | 22,433 | ' | 26,307 | 71,308 | 80,698 |
Gross profit | 8,235 | ' | 10,247 | 26,731 | 32,908 |
Restructuring costs | ' | ' | ' | -388 | ' |
Segment operating income (loss) | 3,912 | ' | 5,960 | 13,926 | 19,745 |
Force Sensors [Member] | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Net third-party revenues | 16,388 | ' | 16,502 | 48,876 | 50,285 |
Gross profit | 2,882 | ' | 3,326 | 10,586 | 10,000 |
Segment operating income (loss) | 658 | ' | 1,161 | 3,915 | 3,242 |
Weighing and Control Systems [Member] | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Net third-party revenues | 18,908 | ' | 12,621 | 57,843 | 35,623 |
Gross profit | 8,126 | ' | 5,166 | 23,455 | 14,562 |
Acquisition costs | -57 | ' | ' | -752 | ' |
Restructuring costs | -99 | ' | ' | -99 | ' |
Segment operating income (loss) | $2,464 | ' | $1,966 | $7,488 | $4,918 |
Segment_Information_Narrative_
Segment Information (Narrative) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Net revenues | $57,729 | $55,430 | $178,027 | $166,606 |
Foil Technology Products [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Net revenues | 22,433 | 26,307 | 71,308 | 80,698 |
Foil Technology Products [Member] | Intersegment Eliminations [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Net revenues | 500 | 300 | 1,400 | 1,100 |
Force Sensors [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Net revenues | 16,388 | 16,502 | 48,876 | 50,285 |
Force Sensors [Member] | Intersegment Eliminations [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Net revenues | 500 | 600 | 1,700 | 1,800 |
Weighing and Control Systems [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Net revenues | 18,908 | 12,621 | 57,843 | 35,623 |
Weighing and Control Systems [Member] | Intersegment Eliminations [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Net revenues | $400 | $600 | $1,000 | $1,900 |
Earnings_Per_Share_Computation
Earnings Per Share (Computation of Basic and Diluted Earnings Per Share) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 |
Numerator: | ' | ' | ' | ' |
Net earnings attributable to VPG stockholders | $1,466 | $1,942 | $3,163 | $6,526 |
Adjustment to the numerator for net earnings: | ' | ' | ' | ' |
Interest savings assuming conversion of dilutive exchangeable notes, net of tax | 4 | 7 | 13 | 24 |
Numerator for diluted earnings per share: | ' | ' | ' | ' |
Net earnings attributable to VPG stockholders | $1,470 | $1,949 | $3,176 | $6,550 |
Denominator: | ' | ' | ' | ' |
Weighted average shares | 13,734 | 13,371 | 13,504 | 13,366 |
Effect of dilutive securities: | ' | ' | ' | ' |
Exchangeable notes | 181 | 441 | 355 | 441 |
Employee stock options | 1 | ' | 1 | 1 |
Restricted stock units | 28 | 81 | 80 | 73 |
Dilutive potential common shares | 210 | 522 | 436 | 515 |
Denominator for diluted earnings per share: | ' | ' | ' | ' |
Adjusted weighted average shares | 13,944 | 13,893 | 13,940 | 13,881 |
Basic earnings per share attributable to VPG stockholders | $0.11 | $0.15 | $0.23 | $0.49 |
Diluted earnings per share attributable to VPG stockholders | $0.11 | $0.14 | $0.23 | $0.47 |
Earnings_Per_Share_Narrative_D
Earnings Per Share (Narrative) (Details) (USD $) | 1 Months Ended | 9 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Aug. 28, 2013 | Sep. 28, 2013 | Dec. 31, 2012 |
Earnings Per Share [Abstract] | ' | ' | ' |
Principal amount of notes exchanged for common stock | $5,900 | ' | ' |
Conversion of exchangeable notes to common stock, shares | 259,687 | ' | ' |
Number of shares of common stock the notes are exchangeable into (in shares) | ' | 181,537 | ' |
Exchangeable unsecured notes, due 2102 | ' | $4,097 | $9,958 |
Earnings_Per_Share_Schedule_of
Earnings Per Share (Schedule of Antidilutive Effects) (Details) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 |
Stock Options [Member] | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Weighted average employee stock options and warrants | 23 | 28 | 23 | 28 |
Warrant [Member] | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Weighted average employee stock options and warrants | ' | 630 | ' | 630 |
Additional_Financial_Statement2
Additional Financial Statement Information (Schedule of Other Items in Operations) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 |
Additional Financial Statement Information [Abstract] | ' | ' | ' | ' |
Foreign exchange (loss) gain | $184 | ($207) | ($1,005) | ($201) |
Interest income | 57 | 164 | 191 | 497 |
Other | -31 | -252 | -259 | -281 |
Other Nonoperating Income (Expense) | $210 | ($295) | ($1,073) | $15 |
Additional_Financial_Statement3
Additional Financial Statement Information (Schedule of Other Accrued Expenses) (Details) (USD $) | Sep. 28, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Additional Financial Statement Information [Abstract] | ' | ' |
Accrued customer advances | $6,146 | $846 |
Accrued commissions | 1,758 | 299 |
Goods received, not yet invoiced | 1,741 | 1,746 |
Accrued taxes, other than income taxes | 2,206 | 2,048 |
Accrued professional fees | 1,303 | 1,339 |
Other | 2,496 | 2,221 |
Accrued Liabilities, Current | $15,650 | $8,499 |
Additional_Financial_Statement4
Additional Financial Statement Information (Narrative) (Details) (USD $) | Sep. 28, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Accrued customer advances | $6,146 | $846 |
Accrued commissions | 1,758 | 299 |
Kelk [Member] | ' | ' |
Accrued customer advances | 5,000 | ' |
Accrued commissions | $1,500 | ' |
Fair_Value_Measurements_Schedu
Fair Value Measurements (Schedule of Assets and Liabilities at Fair Value) (Details) (USD $) | Sep. 28, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Assets | ' | ' |
Assets held in rabbi trusts | $4,583 | $4,299 |
Fair Value, Inputs, Level 1 [Member] | ' | ' |
Assets | ' | ' |
Assets held in rabbi trusts | 1,097 | 1,102 |
Fair Value, Inputs, Level 2 [Member] | ' | ' |
Assets | ' | ' |
Assets held in rabbi trusts | 3,486 | 3,197 |
Fair Value, Inputs, Level 3 [Member] | ' | ' |
Assets | ' | ' |
Assets held in rabbi trusts | ' | ' |
Fair_Value_Measurements_Narrat
Fair Value Measurements (Narrative) (Details) (USD $) | Sep. 28, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Fair Value Measurements [Abstract] | ' | ' |
Long-term Debt, Fair Value | $26,200 | $7,500 |
Long-term Debt, Carrying Value | $27,925 | $11,321 |