Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Oct. 01, 2016 | Nov. 08, 2016 | |
Entity Registrant Name | Vishay Precision Group, Inc. | |
Entity Central Index Key | 1,487,952 | |
Current Fiscal Year End Date | --12-31 | |
Trading Symbol | VPG | |
Entity Filer Category | Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Oct. 1, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Common Stock | ||
Entity Common Stock, Shares Outstanding | 12,167,045 | |
Class B Convertible Common Stock | ||
Entity Common Stock, Shares Outstanding | 1,025,158 |
Consolidated Condensed Balance
Consolidated Condensed Balance Sheets - USD ($) $ in Thousands | Oct. 01, 2016 | Dec. 31, 2015 |
Assets | ||
Cash and cash equivalents | $ 56,133 | $ 62,641 |
Accounts receivable, net | 34,889 | 35,553 |
Inventories: | ||
Raw materials | 16,119 | 15,062 |
Work in process | 21,913 | 20,289 |
Finished goods | 20,300 | 20,849 |
Inventories, net | 58,332 | 56,200 |
Prepaid expenses and other current assets | 9,678 | 7,814 |
Assets held for sale | 2,043 | 0 |
Total current assets | 161,075 | 162,208 |
Property and equipment, at cost: | ||
Land | 3,498 | 3,639 |
Buildings and improvements | 46,128 | 55,003 |
Machinery and equipment | 88,697 | 84,409 |
Software | 7,379 | 7,284 |
Construction in progress | 3,199 | 2,288 |
Accumulated depreciation | (94,521) | (95,992) |
Property and equipment, net | 54,380 | 56,631 |
Goodwill | 19,305 | 12,603 |
Intangible assets, net | 22,438 | 17,683 |
Other assets | 14,789 | 14,622 |
Total assets | 271,987 | 263,747 |
Liabilities and equity | ||
Trade accounts payable | 8,687 | 8,004 |
Payroll and related expenses | 12,854 | 13,888 |
Other accrued expenses | 15,607 | 16,604 |
Income taxes | 1,387 | 527 |
Current portion of long-term debt | 2,277 | 2,120 |
Total current liabilities | 40,812 | 41,143 |
Long-term debt, less current portion | 34,457 | 31,037 |
Deferred income taxes | 623 | 334 |
Other liabilities | 7,892 | 7,195 |
Accrued pension and other postretirement costs | 11,309 | 11,597 |
Total liabilities | 95,093 | 91,306 |
Commitments and contingencies | ||
Equity: | ||
Common stock | 1,278 | 1,276 |
Treasury stock | (8,765) | (8,765) |
Capital in excess of par value | 190,801 | 190,436 |
Retained earnings | 25,726 | 22,327 |
Accumulated other comprehensive loss | (32,451) | (33,121) |
Total Vishay Precision Group, Inc. stockholders' equity | 176,692 | 172,256 |
Noncontrolling interests | 202 | 185 |
Total equity | 176,894 | 172,441 |
Total liabilities and equity | 271,987 | 263,747 |
Class B Convertible Common Stock | ||
Equity: | ||
Common stock | $ 103 | $ 103 |
Consolidated Condensed Statemen
Consolidated Condensed Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 01, 2016 | Sep. 26, 2015 | Oct. 01, 2016 | Sep. 26, 2015 | |
Income Statement [Abstract] | ||||
Net revenues | $ 54,490 | $ 57,149 | $ 169,115 | $ 173,265 |
Costs of products sold | 34,225 | 35,699 | 107,580 | 109,801 |
Gross profit | 20,265 | 21,450 | 61,535 | 63,464 |
Selling, general, and administrative expenses | 16,917 | 17,760 | 53,409 | 54,904 |
Acquisition costs | 0 | 0 | 414 | 0 |
Impairment of goodwill and indefinite-lived intangibles | 0 | 4,942 | 0 | 4,942 |
Restructuring costs | 709 | 459 | 2,395 | 841 |
Operating income (loss) | 2,639 | (1,711) | 5,317 | 2,777 |
Other income (expense): | ||||
Interest expense | (377) | (158) | (1,076) | (518) |
Other | (44) | (387) | 351 | (1,730) |
Other income (expense) - net | (421) | (545) | (725) | (2,248) |
Income (loss) before taxes | 2,218 | (2,256) | 4,592 | 529 |
Income tax expense (benefit) | 1,135 | (304) | 1,164 | 174 |
Net earnings (loss) | 1,083 | (1,952) | 3,428 | 355 |
Less: net earnings (loss) attributable to noncontrolling interests | 32 | (9) | 29 | (38) |
Net earnings attributable to VPG stockholders | $ 1,051 | $ (1,943) | $ 3,399 | $ 393 |
Basic earnings per share attributable to VPG stockholders (dollars per share) | $ 0.08 | $ (0.15) | $ 0.26 | $ 0.03 |
Diluted earnings per share attributable to VPG stockholders (dollars per share) | $ 0.08 | $ (0.15) | $ 0.25 | $ 0.03 |
Weighted average shares outstanding - basic | 13,192 | 13,347 | 13,185 | 13,558 |
Weighted average shares outstanding - diluted | 13,422 | 13,347 | 13,409 | 13,772 |
Consolidated Condensed Stateme4
Consolidated Condensed Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 01, 2016 | Sep. 26, 2015 | Oct. 01, 2016 | Sep. 26, 2015 | |
Statement of Comprehensive Income [Abstract] | ||||
Net earnings (loss) | $ 1,083 | $ (1,952) | $ 3,428 | $ 355 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustment | (496) | (2,352) | 167 | (5,032) |
Pension and other postretirement actuarial items, net of tax | 130 | 164 | 503 | 293 |
Other comprehensive income (loss) | (366) | (2,188) | 670 | (4,739) |
Total comprehensive income (loss) | 717 | (4,140) | 4,098 | (4,384) |
Less: comprehensive income (loss) attributable to noncontrolling interests | 32 | (9) | 29 | (38) |
Comprehensive income (loss) attributable to VPG stockholders | $ 685 | $ (4,131) | $ 4,069 | $ (4,346) |
Consolidated Condensed Stateme5
Consolidated Condensed Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 01, 2016 | Sep. 26, 2015 | |
Operating activities | ||
Net earnings | $ 3,428 | $ 355 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | ||
Impairment of goodwill and indefinite-lived intangibles | 0 | 4,942 |
Depreciation and amortization | 8,416 | 8,142 |
(Gain) loss on disposal of property and equipment | (24) | 14 |
Share-based compensation expense | 465 | 796 |
Inventory write-offs for obsolescence | 1,410 | 1,190 |
Deferred income taxes | (1,537) | (914) |
Other | (862) | 2,190 |
Net changes in operating assets and liabilities: | ||
Accounts receivable, net | 2,139 | (1,182) |
Inventories, net | (2,891) | (5,159) |
Prepaid expenses and other current assets | (1,848) | 290 |
Trade accounts payable | 453 | (2,256) |
Other current liabilities | (2,657) | (3,104) |
Net cash provided by operating activities | 6,492 | 5,304 |
Investing activities | ||
Capital expenditures | (6,266) | (7,508) |
Proceeds from sale of property and equipment | 316 | 117 |
Purchase of business | (10,727) | 0 |
Net cash used in investing activities | (16,677) | (7,391) |
Financing activities | ||
Principal payments on long-term debt and capital leases | (1,599) | (3,839) |
Proceeds from revolving facility | 17,000 | 0 |
Payments on revolving facility | (12,000) | 0 |
Purchase of treasury stock | 0 | (8,733) |
Distributions to noncontrolling interests | (12) | (58) |
Net cash provided by (used in) financing activities | 3,389 | (12,630) |
Effect of exchange rate changes on cash and cash equivalents | 288 | (1,751) |
Decrease in cash and cash equivalents | (6,508) | (16,468) |
Cash and cash equivalents at beginning of period | 62,641 | 79,642 |
Cash and cash equivalents at end of period | $ 56,133 | $ 63,174 |
Consolidated Condensed Stateme6
Consolidated Condensed Statement of Equity - USD ($) $ in Thousands | Total | Common Stock | Class B Convertible Common Stock | Treasury Stock | Capital In Excess Of Par Value | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Total VPG Inc. Stockholders' Equity | Noncontrolling Interests |
Balance, beginning at Dec. 31, 2014 | $ (26,560) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net earnings | $ 355 | ||||||||
Balance, ending at Sep. 26, 2015 | (31,299) | ||||||||
Balance, beginning at Dec. 31, 2015 | 172,441 | $ 1,276 | $ 103 | $ (8,765) | $ 190,436 | $ 22,327 | (33,121) | $ 172,256 | $ 185 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net earnings | 3,428 | 3,399 | 3,399 | 29 | |||||
Other comprehensive income | 670 | 670 | 670 | ||||||
Share-based compensation expense | 465 | 465 | 465 | ||||||
Restricted stock issuances (22,560 shares) | (98) | 2 | (100) | (98) | |||||
Distributions to noncontrolling interests | (12) | (12) | |||||||
Balance, ending at Oct. 01, 2016 | $ 176,894 | $ 1,278 | $ 103 | $ (8,765) | $ 190,801 | $ 25,726 | $ (32,451) | $ 176,692 | $ 202 |
Consolidated Condensed Stateme7
Consolidated Condensed Statement of Equity (Parenthetical) | 9 Months Ended |
Oct. 01, 2016shares | |
Common Stock | |
Restricted stock issuances, shares | 22,560 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Oct. 01, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation Background Vishay Precision Group, Inc. (“VPG” or the “Company”) is an internationally recognized designer, manufacturer and marketer of sensors, and sensor-based measurement systems, as well as specialty resistors and strain gages based upon the Company's proprietary technology. The Company provides precision products and solutions, many of which are “designed-in” by its customers, specializing in the growing markets of stress, force, weight, pressure, and current measurements. Restatement of Previously Reported Financial Information As previously reported in its Annual Report on Form 10-K for the fiscal year ended December 31, 2015, in conjunction with the June 27, 2015 quarterly financial statement close process, the Company determined that transactions at one of its Indian subsidiaries had been recorded in their local currency, the Indian rupee, instead of their functional currency, the U.S. dollar, in prior periods. The principal line items impacted in the Indian subsidiary’s financial statements, and therefore the Company's consolidated financial statements, were inventory, property and equipment, net, depreciation expense, costs of products sold, foreign currency re-measurement gains and losses, and foreign currency translation gains and losses recorded as a component of accumulated other comprehensive income within stockholders’ equity. Consequently, the Company restated certain prior period amounts to correct these errors. The Company also corrected certain other identified immaterial errors related to prior periods. In preparing the Company’s consolidated financial statements for the quarterly and year to date period ended June 27, 2015 and for each of the three years in the period ended December 31, 2015, the Company made appropriate revisions to its financial statements for historical periods. Such changes were reflected in the financial results for the quarterly and year to date period ended June 27, 2015, and are also reflected in the historical financial results included in these consolidated financial statements. Additional information about these corrections, including a reconciliation of each financial statement line item affected, has been included in Note 12 to the Company’s consolidated condensed financial statements contained in its Quarterly Report on Form 10-Q for the period ended June 27, 2015. Interim Financial Statements These unaudited consolidated condensed financial statements have been prepared pursuant to the rules and regulations of the 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 consolidated financial statements and notes thereto as of December 31, 2015 and 2014 and for each of the three years in the period ended December 31, 2015 , included in VPG’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 , filed with the SEC on March 9, 2016. The results of operations for the fiscal quarter and nine fiscal months ended October 1, 2016 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 2016 and 2015 end on the following dates: 2016 2015 Quarter 1 April 2, March 28, Quarter 2 July 2, June 27, Quarter 3 October 1, September 26, Quarter 4 December 31, December 31, During the second quarter of 2016, the Karmiel, Israel facility met the criteria necessary to classify it and the related assets as held for sale. The net assets related to the Karmiel, Israel facility were presented on the Consolidated Condensed Balance Sheets as Assets held for sale as of October 1, 2016 and reduced land, buildings and improvements, and accumulated depreciation by $0.1 million , $9.8 million , and $7.9 million , respectively. Recent Accounting Pronouncements In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") No. 2016-15, “Classification of Certain Cash Receipts and Cash Payments .” This ASU is intended to clarify the presentation of certain cash receipts and payments within the statement of cash flows. The amendments in this ASU are effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted. The Company is evaluating the new standard to determine the impact on the Company’s consolidated condensed financial statements. In March 2016, the FASB issued ASU No. 2016-09," Improvements to Employee Share-Based Payment Accounting. " This ASU simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The amendments in this ASU are effective for interim and annual periods beginning after December 15, 2016. Early adoption is permitted. The Company is evaluating the new standard to determine the impact on the Company’s consolidated condensed financial statements. In February 2016, the FASB issued ASU No. 2016-02, “ Leases (Topic 842) ,” a comprehensive new lease standard that amends various aspects of existing accounting guidance for leases. The core principle of this ASU will require lessees to present the assets and liabilities that arise from leases on their balance sheets. The ASU is effective for public companies for annual periods beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The Company is evaluating the new standard to determine the impact on the Company’s consolidated condensed financial statements. In September 2015, the FASB issued ASU No. 2015-16, " Business Combinations (Topic 805) ," which requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The amendment will be effective prospectively for reporting periods beginning on or after December 15, 2015, and therefore was adopted on January 1, 2016. The adoption of this standard update is not expected to have a material impact on the Company's consolidated condensed financial statements. In July 2015, the FASB issued ASU No. 2015-11, " Simplifying the Measurement of Inventory (Topic 330) ," which simplifies the subsequent measurement of inventory by requiring inventory to be measured at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The ASU is effective for public companies for annual reporting periods beginning after December 15, 2016, and interim periods within those fiscal years. Early adoption is permitted. The Company is evaluating the new standard to determine if this guidance will have a material impact on the Company’s consolidated condensed financial statements. In April 2015, the FASB issued ASU 2015-03, " Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. " This standard update requires an entity to present debt issuance costs on the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs will continue to be reported as interest expense. The update is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2015. The Company adopted this ASU in the first fiscal quarter of 2016. Accordingly, the Company reclassified its capitalized debt issuance costs previously recorded within other assets to a contra-liability reducing long-term debt on the consolidated condensed balance sheets. The reclassification was $0.6 million as of December 31, 2015. The ASU did not have a material impact on the Company's consolidated condensed financial statements. In May 2014, the FASB issued ASU No. 2014-09, " Revenue from Contracts with Customers ," which provides a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers that will supersede most current revenue recognition guidance. The basis of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. The ASU is effective for public entities for annual and interim periods beginning after December 15, 2017. The ASU may be early adopted for annual and interim periods beginning after December 15, 2016 under U.S. generally accepted accounting principles ("GAAP"), and either full or modified retrospective application is required. The Company has not yet selected a transition method and the effects of this standard on the Company's financial position, results of operations and cash flows are not yet known. |
Acquisition Activity
Acquisition Activity | 9 Months Ended |
Oct. 01, 2016 | |
Business Combinations [Abstract] | |
Acquisition Activity | Acquisition Activity Pacific Instruments, Inc. On April 6, 2016, the Company completed the acquisition of Pacific Instruments, Inc. ("Pacific") for an aggregate purchase price of $10.7 million , subject to customary post-closing adjustments. Pacific is a designer and manufacturer of high-performance data acquisition systems and has extensive experience integrating large, high performance data acquisition and control systems. Pacific sells primarily to the aerospace, commercial aviation and defense markets and mainly in the United States. Pacific provides installation, facility integration, training, and on-going technical support for their manufactured products. Pacific products expand the offerings of our Foil Technology Products reporting segment, which already offers data acquisition systems, primarily in the field of strain measurement. The following table summarizes the preliminary fair values assigned to the assets and liabilities of Pacific as of April 6, 2016 (in thousands): April 6, 2016 Working capital (a) $ 686 Property and equipment 26 Long-term deferred income tax liability (1,993 ) Intangible assets: Patents and acquired technology 1,300 Non-competition agreements 40 Customer relationships 3,500 Trade names 700 Total intangible assets 5,540 Fair value of acquired identifiable assets and liabilities 4,259 Purchase price $ 10,727 Goodwill $ 6,468 (a) Working capital accounts include accounts receivable, inventory, prepaid expenses and other current assets, trade accounts payable, accrued payroll, income taxes payable, and other accrued expenses. The Company utilizes certain valuations and studies to determine the fair value of the tangible and intangible assets acquired. These valuations and studies are currently being analyzed and have yet to be finalized. Accordingly, the assets and liabilities assumed as detailed above, are subject to adjustment once the detailed analysis is completed. The Company has preliminarily determined the useful lives of the assets acquired. The estimated weighted average useful lives for the patents and acquired technology, non-competition agreements, and customer relationships are 20 years, 6.5 years, and 15 years, respectively. The Company has recorded $0.4 million in acquisition costs on the consolidated condensed statement of operations related to Pacific through October 1, 2016 . Costs include accounting, legal, appraisal and other fees. Stress-Tek, Inc. On December 30, 2015, the Company completed the acquisition of Stress-Tek, Inc. ("Stress-Tek"), based in Kent, Washington, for an aggregate purchase price of $20.1 million , subject to customary post-closing adjustments. Stress-Tek is a designer and manufacturer of state-of-the-art, rugged and reliable strain gage-based load cells and force measurement systems primarily servicing the North American market. Their sensors and display systems are used in a wide range of industries, predominantly in transportation and trucking, for timber, refuse, aggregate, mining, and general trucking applications. Stress-Tek adds new products to the Company's Weighing and Control Systems reporting segment, which enhances and broadens the Company's on-board weighing offerings with products that are recognized for high quality in their markets. The following table summarizes the preliminary fair values assigned to the assets and liabilities as of the December 30, 2015 acquisition date. The amounts presented below were updated from the fourth quarter of 2015, but remain preliminary (in thousands): As originally reported December 30, 2015 Adjustments Adjusted Working capital (a) $ 2,479 $ 85 $ 2,564 Property and equipment 6,338 — 6,338 Intangible assets: Patents and acquired technology 1,600 — 1,600 Non-competition agreements 60 — 60 Customer relationships 2,500 — 2,500 Trade names 700 — 700 Total intangible assets 4,860 — 4,860 Fair value of acquired identifiable assets 13,677 85 13,762 Purchase price $ 20,101 $ (48 ) $ 20,053 Goodwill $ 6,424 $ (133 ) $ 6,291 (a) Working capital accounts include accounts receivable, inventory, prepaid expenses and other current assets, trade accounts payable, accrued payroll, and other accrued expenses. The Company utilizes certain valuations and studies to determine the fair value of the tangible and intangible assets acquired. These valuations and studies are currently being analyzed and have yet to be finalized. Accordingly, the assets and liabilities assumed, as detailed above, are subject to adjustment once the detailed analysis is completed. The Company has preliminarily determined the useful lives of the assets acquired. The estimated weighted average useful lives for the patents and acquired technology, non-competition agreements, and customer relationships are 20 years, 5 years, and 15 years, respectively. The Company has recorded cumulative acquisition costs of $0.2 million associated with this transaction, the majority of which were recorded in the fiscal year ended December 31, 2015 consolidated financial statements. Costs include accounting, legal, appraisal, and other fees. |
Goodwill
Goodwill | 9 Months Ended |
Oct. 01, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill The change in the carrying amount of goodwill by segment is as follows (in thousands) : Total Weighing and Control Systems Segment Foil Technology Products Segment KELK Acquisition Stress-Tek Acquisition Pacific Acquisition Balance at December 31, 2015 $ 12,603 $ 6,179 $ 6,424 $ — Goodwill acquired 6,468 — — 6,468 Adjustment to goodwill acquired (133 ) — (133 ) — Foreign currency translation adjustment 367 367 — — Balance at October 1, 2016 $ 19,305 $ 6,546 $ 6,291 $ 6,468 |
Restructuring Costs
Restructuring Costs | 9 Months Ended |
Oct. 01, 2016 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Costs | Restructuring Costs Restructuring costs represent the cost reduction programs initiated 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 aggregate restructuring costs of $0.7 million and $0.5 million during the fiscal quarters ended October 1, 2016 and September 26, 2015 , respectively, and $2.4 million and $0.8 million during the fiscal nine months ended October 1, 2016 and September 26, 2015 , respectively. Restructuring costs consist mainly of employee termination costs, including severance and statutory retirement allowances and facility closure costs. On March 23, 2016, the Company announced, in connection with the November 16, 2015 global cost reduction program, the decision to close its facility in Alajuela, Costa Rica. Approximately $0.4 million of restructuring costs were recorded during the nine fiscal months ended October 1, 2016 related to this closure. This closure was substantially complete at the end of the third quarter of 2016. On November 16, 2015, the Company announced a global cost reduction program as part of its efforts to improve efficiency and operating performance. Approximately $0.4 million of restructuring costs, excluding the Costa Rica closure, were recorded during the nine fiscal months ended October 1, 2016 related to this program. Complete implementation of this program is expected to occur by the end of the second quarter of 2017. During the fiscal nine months ended October 1, 2016 , the Company initiated other cost reduction plans at locations in Europe, the U.S. and Canada. Approximately $1.6 million of restructuring costs, primarily severance, were recorded during the nine fiscal months ended October 1, 2016 related to these plans. The following table summarizes the activity related to all restructuring programs. The accrued restructuring liability balance as of October 1, 2016 and December 31, 2015, respectively, is included in other accrued expenses in the accompanying consolidated condensed balance sheets (in thousands) : Balance at December 31, 2015 $ 2,827 Restructuring costs in 2016 2,395 Cash payments (3,603 ) Foreign currency translation 1 Balance at October 1, 2016 $ 1,620 |
Income Taxes
Income Taxes | 9 Months Ended |
Oct. 01, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes VPG calculates the tax provision for interim periods using an estimated annual effective tax rate methodology based on projected full-year pre-tax earnings among the taxing jurisdictions in which we operate with adjustments for discrete items. The effective tax rate for the fiscal quarter ended October 1, 2016 was 51.2% compared to 13.5% for the fiscal quarter ended September 26, 2015 . The effective tax rate for the nine fiscal months ended October 1, 2016 was 25.3% compared to 32.9% for the nine fiscal months ended September 26, 2015 . The tax rate in the current fiscal quarter is higher than the prior year fiscal quarter primarily because a tax benefit was not recorded in the current quarter with respect to U.S. losses. A tax benefit for U.S. losses was recorded in the prior year fiscal quarter. In the fourth quarter of 2015, the Company established a full valuation allowance with respect to its U.S. deferred tax assets since realization was not more likely than not. The lower tax rate for the nine fiscal months ended October 1, 2016 is primarily attributable to a $1.6 million reduction in the valuation allowance related to U.S. deferred tax assets. The reduction in the valuation allowance was recorded in the second fiscal quarter of 2016 and relates to deferred tax liabilities established in connection with the Pacific acquisition. The lower 2016 tax rate attributable to the valuation allowance reduction is partially offset by a tax rate increase caused by not recording a tax benefit for 2016 for U.S. tax losses. A tax benefit was recorded for U.S. losses in the 2015 nine month period. The effective tax rate for the nine fiscal months in 2016 is also higher than the prior year as a result of withholding taxes on the distribution of earnings from certain foreign subsidiaries and changes in the geographic mix of pre-tax earnings partially offset by lower tax liabilities for uncertain tax positions related to the expiration of the statute of limitations in certain jurisdictions. 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 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 a reduction in the liability for unrecognized tax benefits between $0.2 million to $1.2 million within twelve months of the balance sheet date due to cash payments, the potential completion of tax examinations, and the potential for the expiration of statutes of limitation in certain jurisdictions. |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Oct. 01, 2016 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt consists of the following (in thousands) : October 1, 2016 December 31, 2015 2015 Credit Agreement - Revolving Facility $ 9,000 $ 4,000 2015 Credit Agreement - U.S. Closing Date Term Facility 4,221 4,500 2015 Credit Agreement - U.S. Delayed Draw Term Facility 10,319 11,000 2015 Credit Agreement - Canadian Term Facility 8,960 9,500 Exchangeable Unsecured Notes, due 2102 4,097 4,097 Other debt 623 614 Deferred financing costs (486 ) (554 ) Total long-term debt 36,734 33,157 Less: current portion 2,277 2,120 Long-term debt, less current portion $ 34,457 $ 31,037 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 9 Months Ended |
Oct. 01, 2016 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) The components of accumulated other comprehensive income (loss), net of tax, consist of the following (in thousands) : Foreign Currency Translation Adjustment Pension Total Balance at January 1, 2016 $ (28,704 ) $ (4,417 ) $ (33,121 ) Other comprehensive income before reclassifications 167 — 167 Amounts reclassified from accumulated other comprehensive income (loss) — 503 503 Balance at October 1, 2016 $ (28,537 ) $ (3,914 ) $ (32,451 ) Foreign Currency Translation Adjustment Pension Total Balance at January 1, 2015 $ (21,757 ) $ (4,803 ) $ (26,560 ) Other comprehensive loss before reclassifications (5,032 ) — (5,032 ) Amounts reclassified from accumulated other comprehensive income (loss) — 293 293 Balance at September 26, 2015 $ (26,789 ) $ (4,510 ) $ (31,299 ) 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 8). |
Pensions and Other Postretireme
Pensions and Other Postretirement Benefits | 9 Months Ended |
Oct. 01, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Pension and Other Postretirement Benefits | Pension and Other Postretirement Benefits Employees of VPG participate in various defined benefit pension and other postretirement benefit ("OPEB") plans. The following table sets forth the components of the net periodic benefit cost for the Company's defined benefit pension and other postretirement benefit plans (in thousands) : Fiscal quarter ended Fiscal quarter ended Pension OPEB Pension OPEB Net service cost $ 101 $ 25 $ 104 $ 19 Interest cost 192 33 217 30 Expected return on plan assets (153 ) — (167 ) — Amortization of actuarial losses 48 19 59 19 Net periodic benefit cost $ 188 $ 77 $ 213 $ 68 Nine fiscal months ended October 1, 2016 Nine fiscal months ended September 26, 2015 Pension OPEB Pension OPEB Net service cost $ 307 $ 75 $ 310 $ 57 Interest cost 602 97 644 90 Expected return on plan assets (486 ) — (493 ) — Amortization of actuarial losses 151 57 175 57 Net periodic benefit cost $ 574 $ 229 $ 636 $ 204 |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Oct. 01, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | Share-Based Compensation The Amended and Restated Vishay Precision Group, Inc. Stock Incentive Program (as amended and restated, the “Plan”) permits the issuance of up to 1,000,000 shares of common stock. At October 1, 2016 , the Company had reserved 355,235 shares of common stock for future grant of equity awards (restricted stock, unrestricted stock, restricted stock units ("RSUs"), or stock options) pursuant to the Plan. If any outstanding awards are forfeited by the holder or canceled by the Company, the underlying shares would be available for re-grant to others. On January 19, 2016, VPG’s three executive officers were granted annual equity awards in the form of RSUs, of which 75% are performance-based. The awards have an aggregate grant-date fair value of $0.9 million and were comprised of 86,798 RSUs, as determined using the average of the closing stock prices of the Company's common stock for the last five trading days immediately preceding January 1, 2016. Twenty-five percent of these awards will vest on January 1, 2019, subject to the executives’ continued employment. The performance-based portion of the RSUs will also vest on January 1, 2019, subject to the satisfaction of certain performance objectives relating to three -year cumulative “free cash” and net earnings goals, and the executives' continued employment. On March 29, 2016, certain VPG employees were granted annual equity awards in the form of RSUs, of which 75% are performance-based. The awards have an aggregate grant-date fair value of $0.4 million and were comprised of 25,613 RSUs. Twenty-five percent of these awards will vest on January 1, 2019 subject to the employees' continued employment. The performance-based portion of the RSUs will also vest on January 1, 2019, subject to the satisfaction of certain performance objectives relating to three -year cumulative earnings and cash flow goals, and the employees' continued employment. On March 24, 2016 and April 2, 2016, the Board of Directors approved the issuance of an aggregate of 525 RSUs and 417 RSUs, respectively, to the newly appointed independent members of the Board of Directors. These awards represented a pro-rated portion of the annual equity grant made to non-executive directors pursuant to the Plan. The aggregate grant-date fair value of these awards was immaterial. These RSUs vested on May 26, 2016. On May 26, 2016, the Board of Directors approved the issuance of an aggregate of 16,178 RSUs to the independent members of the Board of Directors and to the non-executive Chairman of the Board of Directors. The awards have an aggregate grant-date fair value of $0.2 million and will vest on May 26, 2017, subject to the directors' continued service on the Board of Directors. 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. The Company recognizes compensation cost for RSUs that are expected to vest and for which performance criteria are expected to be met. The following table summarizes share-based compensation expense recognized (in thousands) : Fiscal quarter ended Nine fiscal months ended October 1, 2016 September 26, 2015 October 1, 2016 September 26, 2015 Restricted stock units $ (83 ) $ 380 $ 465 $ 796 During the third quarter of 2016, it was determined that certain performance objectives associated with awards granted in 2014, 2015 and 2016 to executives and certain other employees were not likely to be fully met. As a result, share-based compensation expense of $0.5 million associated with those performance objectives was reversed based on anticipated performance levels. For the nine months ended October 1, 2016, a total of $0.7 million in share-based compensation expense has been reversed, based on anticipated performance levels. A similar adjustment was also made in 2015, reducing share-based compensation expense by $0.1 million for the nine months ended September 26, 2015. |
Segment Information
Segment Information | 9 Months Ended |
Oct. 01, 2016 | |
Segment Reporting [Abstract] | |
Segment Information | 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. VPG evaluates reporting segment performance based on multiple performance measures including revenues, gross profits 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 October 1, 2016 September 26, 2015 October 1, 2016 September 26, 2015 Net third-party revenues: Foil Technology Products $ 23,852 $ 27,000 $ 75,530 $ 78,216 Force Sensors 15,231 14,580 45,465 45,462 Weighing and Control Systems 15,407 15,569 48,120 49,587 Total $ 54,490 $ 57,149 $ 169,115 $ 173,265 Gross profit: Foil Technology Products $ 8,639 $ 11,331 $ 29,092 $ 32,053 Force Sensors 4,716 3,058 11,903 9,354 Weighing and Control Systems 6,910 7,061 20,540 22,057 Total $ 20,265 $ 21,450 $ 61,535 $ 63,464 Reconciliation of segment operating income to consolidated results: Foil Technology Products $ 3,894 $ 7,024 $ 14,839 $ 19,096 Force Sensors 2,865 892 5,481 2,326 Weighing and Control Systems 2,997 2,354 7,114 6,866 Unallocated G&A expenses (6,408 ) (6,580 ) (19,308 ) (19,728 ) Acquisition costs — — (414 ) — Impairment of goodwill and indefinite-lived intangibles — (4,942 ) — (4,942 ) Restructuring costs (709 ) (459 ) (2,395 ) (841 ) Consolidated condensed operating income (loss) $ 2,639 $ (1,711 ) $ 5,317 $ 2,777 Acquisition costs: Foil Technology Products $ — $ — $ (391 ) $ — Weighing and Control Systems — — (23 ) — $ — $ — $ (414 ) $ — Impairment of goodwill and indefinite-lived intangibles: Weighing and Control Systems — (4,942 ) — (4,942 ) $ — $ (4,942 ) $ — $ (4,942 ) Restructuring costs: Foil Technology Products $ (416 ) $ (135 ) $ (1,134 ) $ (135 ) Force Sensors (78 ) (295 ) (379 ) (599 ) Weighing and Control Systems (192 ) (29 ) (724 ) (107 ) Corporate/Other (23 ) — (158 ) — $ (709 ) $ (459 ) $ (2,395 ) $ (841 ) 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 $0.8 million and $0.5 million during the fiscal quarters ended October 1, 2016 and September 26, 2015 , respectively, and $1.9 million and $2.0 million during the nine fiscal months ended October 1, 2016 and September 26, 2015 , 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 $0.5 million during the fiscal quarters ended October 1, 2016 and September 26, 2015 , respectively, and $1.5 million and $1.5 million during the nine fiscal months ended October 1, 2016 and September 26, 2015 , respectively. Intersegment sales from the Weighing and Control Systems segment to the Force Sensors segment were $0.2 million and $0.2 million during the fiscal quarters ended October 1, 2016 and September 26, 2015 , respectively, and $0.7 million and $0.7 million during the nine fiscal months ended October 1, 2016 and September 26, 2015 , respectively. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Oct. 01, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 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 October 1, 2016 September 26, 2015 October 1, 2016 September 26, 2015 Numerator: Numerator for basic earnings per share: Net earnings attributable to VPG stockholders $ 1,051 $ (1,943 ) $ 3,399 $ 393 Adjustment to the numerator for net earnings: Interest savings assuming conversion of dilutive exchangeable notes, net of tax 4 — 12 5 Numerator for diluted earnings per share: Net earnings attributable to VPG stockholders $ 1,055 $ (1,943 ) $ 3,411 $ 398 Denominator: Denominator for basic earnings per share: Weighted average shares 13,192 13,347 13,185 13,558 Effect of dilutive securities: Exchangeable notes 181 — 181 181 Restricted stock units 49 — 43 33 Dilutive potential common shares 230 — 224 214 Denominator for diluted earnings per share: Adjusted weighted average shares 13,422 13,347 13,409 13,772 Basic earnings per share attributable to VPG stockholders $ 0.08 $ (0.15 ) $ 0.26 $ 0.03 Diluted earnings per share attributable to VPG stockholders $ 0.08 $ (0.15 ) $ 0.25 $ 0.03 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 October 1, 2016 September 26, 2015 October 1, 2016 September 26, 2015 Weighted average employee stock options 18 — 18 18 |
Additional Financial Statement
Additional Financial Statement Information | 9 Months Ended |
Oct. 01, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Additional Financial Statement Information | 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 October 1, 2016 September 26, 2015 October 1, 2016 September 26, 2015 Foreign exchange gain (loss) $ (59 ) $ (448 ) $ 436 $ (1,686 ) Interest income 42 61 145 152 Other (27 ) — (230 ) (196 ) $ (44 ) $ (387 ) $ 351 $ (1,730 ) |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Oct. 01, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 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 table provides 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 October 1, 2016 Assets Assets held in rabbi trusts $ 4,722 $ 551 $ 4,171 $ — December 31, 2015 Assets Assets held in rabbi trusts $ 4,676 $ 739 $ 3,937 $ — The Company maintains non-qualified trusts, referred to as “rabbi” trusts, to fund payments under deferred compensation and non-qualified pension plans. Rabbi trust assets consist primarily of marketable securities, classified as available-for-sale money market funds at October 1, 2016 and December 31, 2015 , 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, excluding capitalized deferred financing costs, at October 1, 2016 and December 31, 2015 is approximately $36.5 million and $31.9 million , respectively, compared to its carrying value, excluding capitalized deferred financing costs, of $37.2 million and $33.7 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 whose carrying amounts reported in the consolidated condensed balance sheets approximate their fair values. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Oct. 01, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") No. 2016-15, “Classification of Certain Cash Receipts and Cash Payments .” This ASU is intended to clarify the presentation of certain cash receipts and payments within the statement of cash flows. The amendments in this ASU are effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted. The Company is evaluating the new standard to determine the impact on the Company’s consolidated condensed financial statements. In March 2016, the FASB issued ASU No. 2016-09," Improvements to Employee Share-Based Payment Accounting. " This ASU simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The amendments in this ASU are effective for interim and annual periods beginning after December 15, 2016. Early adoption is permitted. The Company is evaluating the new standard to determine the impact on the Company’s consolidated condensed financial statements. In February 2016, the FASB issued ASU No. 2016-02, “ Leases (Topic 842) ,” a comprehensive new lease standard that amends various aspects of existing accounting guidance for leases. The core principle of this ASU will require lessees to present the assets and liabilities that arise from leases on their balance sheets. The ASU is effective for public companies for annual periods beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The Company is evaluating the new standard to determine the impact on the Company’s consolidated condensed financial statements. In September 2015, the FASB issued ASU No. 2015-16, " Business Combinations (Topic 805) ," which requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The amendment will be effective prospectively for reporting periods beginning on or after December 15, 2015, and therefore was adopted on January 1, 2016. The adoption of this standard update is not expected to have a material impact on the Company's consolidated condensed financial statements. In July 2015, the FASB issued ASU No. 2015-11, " Simplifying the Measurement of Inventory (Topic 330) ," which simplifies the subsequent measurement of inventory by requiring inventory to be measured at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The ASU is effective for public companies for annual reporting periods beginning after December 15, 2016, and interim periods within those fiscal years. Early adoption is permitted. The Company is evaluating the new standard to determine if this guidance will have a material impact on the Company’s consolidated condensed financial statements. In April 2015, the FASB issued ASU 2015-03, " Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. " This standard update requires an entity to present debt issuance costs on the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs will continue to be reported as interest expense. The update is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2015. The Company adopted this ASU in the first fiscal quarter of 2016. Accordingly, the Company reclassified its capitalized debt issuance costs previously recorded within other assets to a contra-liability reducing long-term debt on the consolidated condensed balance sheets. The reclassification was $0.6 million as of December 31, 2015. The ASU did not have a material impact on the Company's consolidated condensed financial statements. In May 2014, the FASB issued ASU No. 2014-09, " Revenue from Contracts with Customers ," which provides a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers that will supersede most current revenue recognition guidance. The basis of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. The ASU is effective for public entities for annual and interim periods beginning after December 15, 2017. The ASU may be early adopted for annual and interim periods beginning after December 15, 2016 under U.S. generally accepted accounting principles ("GAAP"), and either full or modified retrospective application is required. The Company has not yet selected a transition method and the effects of this standard on the Company's financial position, results of operations and cash flows are not yet known. |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 9 Months Ended |
Oct. 01, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Fiscal Quarters | The four fiscal quarters in 2016 and 2015 end on the following dates: 2016 2015 Quarter 1 April 2, March 28, Quarter 2 July 2, June 27, Quarter 3 October 1, September 26, Quarter 4 December 31, December 31, |
Acquisition Activity (Tables)
Acquisition Activity (Tables) | 9 Months Ended |
Oct. 01, 2016 | |
Business Combinations [Abstract] | |
Schedule of Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary fair values assigned to the assets and liabilities as of the December 30, 2015 acquisition date. The amounts presented below were updated from the fourth quarter of 2015, but remain preliminary (in thousands): As originally reported December 30, 2015 Adjustments Adjusted Working capital (a) $ 2,479 $ 85 $ 2,564 Property and equipment 6,338 — 6,338 Intangible assets: Patents and acquired technology 1,600 — 1,600 Non-competition agreements 60 — 60 Customer relationships 2,500 — 2,500 Trade names 700 — 700 Total intangible assets 4,860 — 4,860 Fair value of acquired identifiable assets 13,677 85 13,762 Purchase price $ 20,101 $ (48 ) $ 20,053 Goodwill $ 6,424 $ (133 ) $ 6,291 (a) Working capital accounts include accounts receivable, inventory, prepaid expenses and other current assets, trade accounts payable, accrued payroll, and other accrued expenses. The following table summarizes the preliminary fair values assigned to the assets and liabilities of Pacific as of April 6, 2016 (in thousands): April 6, 2016 Working capital (a) $ 686 Property and equipment 26 Long-term deferred income tax liability (1,993 ) Intangible assets: Patents and acquired technology 1,300 Non-competition agreements 40 Customer relationships 3,500 Trade names 700 Total intangible assets 5,540 Fair value of acquired identifiable assets and liabilities 4,259 Purchase price $ 10,727 Goodwill $ 6,468 (a) Working capital accounts include accounts receivable, inventory, prepaid expenses and other current assets, trade accounts payable, accrued payroll, income taxes payable, and other accrued expenses. |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Oct. 01, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The change in the carrying amount of goodwill by segment is as follows (in thousands) : Total Weighing and Control Systems Segment Foil Technology Products Segment KELK Acquisition Stress-Tek Acquisition Pacific Acquisition Balance at December 31, 2015 $ 12,603 $ 6,179 $ 6,424 $ — Goodwill acquired 6,468 — — 6,468 Adjustment to goodwill acquired (133 ) — (133 ) — Foreign currency translation adjustment 367 367 — — Balance at October 1, 2016 $ 19,305 $ 6,546 $ 6,291 $ 6,468 |
Restructuring Costs (Tables)
Restructuring Costs (Tables) | 9 Months Ended |
Oct. 01, 2016 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | The following table summarizes the activity related to all restructuring programs. The accrued restructuring liability balance as of October 1, 2016 and December 31, 2015, respectively, is included in other accrued expenses in the accompanying consolidated condensed balance sheets (in thousands) : Balance at December 31, 2015 $ 2,827 Restructuring costs in 2016 2,395 Cash payments (3,603 ) Foreign currency translation 1 Balance at October 1, 2016 $ 1,620 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Oct. 01, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consists of the following (in thousands) : October 1, 2016 December 31, 2015 2015 Credit Agreement - Revolving Facility $ 9,000 $ 4,000 2015 Credit Agreement - U.S. Closing Date Term Facility 4,221 4,500 2015 Credit Agreement - U.S. Delayed Draw Term Facility 10,319 11,000 2015 Credit Agreement - Canadian Term Facility 8,960 9,500 Exchangeable Unsecured Notes, due 2102 4,097 4,097 Other debt 623 614 Deferred financing costs (486 ) (554 ) Total long-term debt 36,734 33,157 Less: current portion 2,277 2,120 Long-term debt, less current portion $ 34,457 $ 31,037 |
Accumulated Other Comprehensi27
Accumulated Other Comprehensive Income (Loss) (Tables) | 9 Months Ended |
Oct. 01, 2016 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The components of accumulated other comprehensive income (loss), net of tax, consist of the following (in thousands) : Foreign Currency Translation Adjustment Pension Total Balance at January 1, 2016 $ (28,704 ) $ (4,417 ) $ (33,121 ) Other comprehensive income before reclassifications 167 — 167 Amounts reclassified from accumulated other comprehensive income (loss) — 503 503 Balance at October 1, 2016 $ (28,537 ) $ (3,914 ) $ (32,451 ) Foreign Currency Translation Adjustment Pension Total Balance at January 1, 2015 $ (21,757 ) $ (4,803 ) $ (26,560 ) Other comprehensive loss before reclassifications (5,032 ) — (5,032 ) Amounts reclassified from accumulated other comprehensive income (loss) — 293 293 Balance at September 26, 2015 $ (26,789 ) $ (4,510 ) $ (31,299 ) |
Pensions and Other Postretire28
Pensions and Other Postretirement Benefits (Tables) | 9 Months Ended |
Oct. 01, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Schedule of Net Pension and Other Retirement Plan Costs | The following table sets forth the components of the net periodic benefit cost for the Company's defined benefit pension and other postretirement benefit plans (in thousands) : Fiscal quarter ended Fiscal quarter ended Pension OPEB Pension OPEB Net service cost $ 101 $ 25 $ 104 $ 19 Interest cost 192 33 217 30 Expected return on plan assets (153 ) — (167 ) — Amortization of actuarial losses 48 19 59 19 Net periodic benefit cost $ 188 $ 77 $ 213 $ 68 Nine fiscal months ended October 1, 2016 Nine fiscal months ended September 26, 2015 Pension OPEB Pension OPEB Net service cost $ 307 $ 75 $ 310 $ 57 Interest cost 602 97 644 90 Expected return on plan assets (486 ) — (493 ) — Amortization of actuarial losses 151 57 175 57 Net periodic benefit cost $ 574 $ 229 $ 636 $ 204 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Oct. 01, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation Expense | The following table summarizes share-based compensation expense recognized (in thousands) : Fiscal quarter ended Nine fiscal months ended October 1, 2016 September 26, 2015 October 1, 2016 September 26, 2015 Restricted stock units $ (83 ) $ 380 $ 465 $ 796 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Oct. 01, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting | The following table sets forth reporting segment information (in thousands) : Fiscal quarter ended Nine fiscal months ended October 1, 2016 September 26, 2015 October 1, 2016 September 26, 2015 Net third-party revenues: Foil Technology Products $ 23,852 $ 27,000 $ 75,530 $ 78,216 Force Sensors 15,231 14,580 45,465 45,462 Weighing and Control Systems 15,407 15,569 48,120 49,587 Total $ 54,490 $ 57,149 $ 169,115 $ 173,265 Gross profit: Foil Technology Products $ 8,639 $ 11,331 $ 29,092 $ 32,053 Force Sensors 4,716 3,058 11,903 9,354 Weighing and Control Systems 6,910 7,061 20,540 22,057 Total $ 20,265 $ 21,450 $ 61,535 $ 63,464 Reconciliation of segment operating income to consolidated results: Foil Technology Products $ 3,894 $ 7,024 $ 14,839 $ 19,096 Force Sensors 2,865 892 5,481 2,326 Weighing and Control Systems 2,997 2,354 7,114 6,866 Unallocated G&A expenses (6,408 ) (6,580 ) (19,308 ) (19,728 ) Acquisition costs — — (414 ) — Impairment of goodwill and indefinite-lived intangibles — (4,942 ) — (4,942 ) Restructuring costs (709 ) (459 ) (2,395 ) (841 ) Consolidated condensed operating income (loss) $ 2,639 $ (1,711 ) $ 5,317 $ 2,777 Acquisition costs: Foil Technology Products $ — $ — $ (391 ) $ — Weighing and Control Systems — — (23 ) — $ — $ — $ (414 ) $ — Impairment of goodwill and indefinite-lived intangibles: Weighing and Control Systems — (4,942 ) — (4,942 ) $ — $ (4,942 ) $ — $ (4,942 ) Restructuring costs: Foil Technology Products $ (416 ) $ (135 ) $ (1,134 ) $ (135 ) Force Sensors (78 ) (295 ) (379 ) (599 ) Weighing and Control Systems (192 ) (29 ) (724 ) (107 ) Corporate/Other (23 ) — (158 ) — $ (709 ) $ (459 ) $ (2,395 ) $ (841 ) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Oct. 01, 2016 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings Per Share | The following table sets forth the computation of basic and diluted earnings per share attributable to VPG stockholders (in thousands, except earnings per share) : Fiscal quarter ended Nine fiscal months ended October 1, 2016 September 26, 2015 October 1, 2016 September 26, 2015 Numerator: Numerator for basic earnings per share: Net earnings attributable to VPG stockholders $ 1,051 $ (1,943 ) $ 3,399 $ 393 Adjustment to the numerator for net earnings: Interest savings assuming conversion of dilutive exchangeable notes, net of tax 4 — 12 5 Numerator for diluted earnings per share: Net earnings attributable to VPG stockholders $ 1,055 $ (1,943 ) $ 3,411 $ 398 Denominator: Denominator for basic earnings per share: Weighted average shares 13,192 13,347 13,185 13,558 Effect of dilutive securities: Exchangeable notes 181 — 181 181 Restricted stock units 49 — 43 33 Dilutive potential common shares 230 — 224 214 Denominator for diluted earnings per share: Adjusted weighted average shares 13,422 13,347 13,409 13,772 Basic earnings per share attributable to VPG stockholders $ 0.08 $ (0.15 ) $ 0.26 $ 0.03 Diluted earnings per share attributable to VPG stockholders $ 0.08 $ (0.15 ) $ 0.25 $ 0.03 |
Schedule of Antidilutive Effects | 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 October 1, 2016 September 26, 2015 October 1, 2016 September 26, 2015 Weighted average employee stock options 18 — 18 18 |
Additional Financial Statemen32
Additional Financial Statement Information (Tables) | 9 Months Ended |
Oct. 01, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Other Income in Operations | The caption “other” on the consolidated condensed statements of operations consists of the following (in thousands) : Fiscal quarter ended Nine fiscal months ended October 1, 2016 September 26, 2015 October 1, 2016 September 26, 2015 Foreign exchange gain (loss) $ (59 ) $ (448 ) $ 436 $ (1,686 ) Interest income 42 61 145 152 Other (27 ) — (230 ) (196 ) $ (44 ) $ (387 ) $ 351 $ (1,730 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Oct. 01, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities at Fair Value, Recurring | The following table provides 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 October 1, 2016 Assets Assets held in rabbi trusts $ 4,722 $ 551 $ 4,171 $ — December 31, 2015 Assets Assets held in rabbi trusts $ 4,676 $ 739 $ 3,937 $ — |
Basis of Presentation (Interim
Basis of Presentation (Interim Financial Statements) (Details) - Discontinued Operations, Held-for-sale - Karmiel, Israel Facility $ in Millions | Oct. 01, 2016USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Assets held-for-sale, accumulated depreciation | $ 7.9 |
Land | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Assets held-for-sale | 0.1 |
Building and Building Improvements | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Assets held-for-sale | $ 9.8 |
Basis of Presentation (Recent A
Basis of Presentation (Recent Accounting Pronouncements) (Details) - USD ($) $ in Thousands | Oct. 01, 2016 | Dec. 31, 2015 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Deferred financing costs | $ 486 | $ 554 |
Other Assets | Accounting Standards Update 2015-03 | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Deferred financing costs | (600) | |
Long-term Debt | Accounting Standards Update 2015-03 | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Deferred financing costs | $ 600 |
Acquisition Activity (Narrative
Acquisition Activity (Narrative) (Details) - USD ($) $ in Thousands | Apr. 06, 2016 | Dec. 30, 2015 | Oct. 01, 2016 | Sep. 26, 2015 | Oct. 01, 2016 | Sep. 26, 2015 | Dec. 31, 2015 |
Business Acquisition [Line Items] | |||||||
Acquisition costs | $ 0 | $ 0 | $ 414 | $ 0 | |||
Pacific Instruments, Inc. | |||||||
Business Acquisition [Line Items] | |||||||
Purchase price | $ 10,727 | ||||||
Acquisition costs | $ 400 | ||||||
Pacific Instruments, Inc. | Patents and acquired technology | |||||||
Business Acquisition [Line Items] | |||||||
Finite-lived intangible assets, weighted average useful lives | 20 years | ||||||
Pacific Instruments, Inc. | Non-competition agreements | |||||||
Business Acquisition [Line Items] | |||||||
Finite-lived intangible assets, weighted average useful lives | 6 years 6 months | ||||||
Pacific Instruments, Inc. | Customer relationships | |||||||
Business Acquisition [Line Items] | |||||||
Finite-lived intangible assets, weighted average useful lives | 15 years | ||||||
Stress-Tek, Inc. | |||||||
Business Acquisition [Line Items] | |||||||
Purchase price | $ 20,053 | ||||||
Acquisition costs | $ 200 | ||||||
Stress-Tek, Inc. | Patents and acquired technology | |||||||
Business Acquisition [Line Items] | |||||||
Finite-lived intangible assets, weighted average useful lives | 20 years | ||||||
Stress-Tek, Inc. | Non-competition agreements | |||||||
Business Acquisition [Line Items] | |||||||
Finite-lived intangible assets, weighted average useful lives | 5 years | ||||||
Stress-Tek, Inc. | Customer relationships | |||||||
Business Acquisition [Line Items] | |||||||
Finite-lived intangible assets, weighted average useful lives | 15 years |
Acquisition Activity (Schedule
Acquisition Activity (Schedule of Assets Acquired and Liabilities Assumed) (Details) - USD ($) $ in Thousands | Apr. 06, 2016 | Dec. 30, 2015 | Oct. 01, 2016 | Dec. 31, 2015 |
Intangible assets: | ||||
Goodwill | $ 19,305 | $ 12,603 | ||
Pacific Instruments, Inc. | ||||
Business Acquisition [Line Items] | ||||
Working capital | $ 686 | |||
Property and equipment | 26 | |||
Long-term deferred income tax liability | (1,993) | |||
Intangible assets: | ||||
Total intangible assets | 5,540 | |||
Fair value of acquired identifiable assets | 4,259 | |||
Purchase price | 10,727 | |||
Goodwill | 6,468 | |||
Pacific Instruments, Inc. | Trade names | ||||
Intangible assets: | ||||
Total intangible assets | 700 | |||
Pacific Instruments, Inc. | Patents and acquired technology | ||||
Intangible assets: | ||||
Total intangible assets | 1,300 | |||
Pacific Instruments, Inc. | Non-competition agreements | ||||
Intangible assets: | ||||
Total intangible assets | 40 | |||
Pacific Instruments, Inc. | Customer relationships | ||||
Intangible assets: | ||||
Total intangible assets | $ 3,500 | |||
Stress-Tek, Inc. | ||||
Business Acquisition [Line Items] | ||||
Working capital | $ 2,564 | |||
Property and equipment | 6,338 | |||
Intangible assets: | ||||
Total intangible assets | 4,860 | |||
Fair value of acquired identifiable assets | 13,762 | |||
Purchase price | 20,053 | |||
Goodwill | 6,291 | |||
Stress-Tek, Inc. | Trade names | ||||
Intangible assets: | ||||
Total intangible assets | 700 | |||
Stress-Tek, Inc. | Patents and acquired technology | ||||
Intangible assets: | ||||
Total intangible assets | 1,600 | |||
Stress-Tek, Inc. | Non-competition agreements | ||||
Intangible assets: | ||||
Total intangible assets | 60 | |||
Stress-Tek, Inc. | Customer relationships | ||||
Intangible assets: | ||||
Total intangible assets | 2,500 | |||
Scenario, Previously Reported | Stress-Tek, Inc. | ||||
Business Acquisition [Line Items] | ||||
Working capital | 2,479 | |||
Property and equipment | 6,338 | |||
Intangible assets: | ||||
Total intangible assets | 4,860 | |||
Fair value of acquired identifiable assets | 13,677 | |||
Purchase price | 20,101 | |||
Goodwill | 6,424 | |||
Scenario, Previously Reported | Stress-Tek, Inc. | Trade names | ||||
Intangible assets: | ||||
Total intangible assets | 700 | |||
Scenario, Previously Reported | Stress-Tek, Inc. | Patents and acquired technology | ||||
Intangible assets: | ||||
Total intangible assets | 1,600 | |||
Scenario, Previously Reported | Stress-Tek, Inc. | Non-competition agreements | ||||
Intangible assets: | ||||
Total intangible assets | 60 | |||
Scenario, Previously Reported | Stress-Tek, Inc. | Customer relationships | ||||
Intangible assets: | ||||
Total intangible assets | 2,500 | |||
Adjustment | Stress-Tek, Inc. | ||||
Business Acquisition [Line Items] | ||||
Working capital | 85 | |||
Intangible assets: | ||||
Fair value of acquired identifiable assets | 85 | |||
Purchase price | (48) | |||
Goodwill | $ (133) |
Goodwill (Schedule of Goodwill)
Goodwill (Schedule of Goodwill) (Details) $ in Thousands | 9 Months Ended |
Oct. 01, 2016USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 12,603 |
Goodwill acquired | 6,468 |
Adjustment to goodwill acquired | (133) |
Foreign currency translation adjustment | 367 |
Ending balance | 19,305 |
George Kelk Corporation (KELK) | Weighing and Control Systems | |
Goodwill [Roll Forward] | |
Beginning balance | 6,179 |
Foreign currency translation adjustment | 367 |
Ending balance | 6,546 |
Stress-Tek, Inc. | Weighing and Control Systems | |
Goodwill [Roll Forward] | |
Beginning balance | 6,424 |
Adjustment to goodwill acquired | (133) |
Ending balance | 6,291 |
Pacific Instruments, Inc. | Foil Technology Products | |
Goodwill [Roll Forward] | |
Beginning balance | 0 |
Goodwill acquired | 6,468 |
Ending balance | $ 6,468 |
Restructuring Costs (Details Te
Restructuring Costs (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 01, 2016 | Sep. 26, 2015 | Oct. 01, 2016 | Sep. 26, 2015 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring costs | $ 709 | $ 459 | $ 2,395 | $ 841 |
Employee Severance | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring costs | 700 | $ 500 | 2,395 | $ 800 |
Global Cost Reduction Program | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Cost reduction program | $ 400 | 400 | ||
Costa Rica | Global Cost Reduction Program | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring costs | 400 | |||
Europe, Canada and United States | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring costs | $ 1,600 |
Restructuring Costs (Details)
Restructuring Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 01, 2016 | Sep. 26, 2015 | Oct. 01, 2016 | Sep. 26, 2015 | |
Restructuring Reserve [Roll Forward] | ||||
Restructuring costs | $ 709 | $ 459 | $ 2,395 | $ 841 |
Employee Severance | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring reserve, beginning balance | 2,827 | |||
Restructuring costs | 700 | $ 500 | 2,395 | $ 800 |
Paid restructuring costs | (3,603) | |||
Translation adjustment | 1 | |||
Restructuring reserve, ending balance | $ 1,620 | $ 1,620 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Oct. 01, 2016 | Sep. 26, 2015 | Oct. 01, 2016 | Sep. 26, 2015 | |
Income Tax Contingency [Line Items] | ||||
Effective tax rate (percent) | 51.20% | 13.50% | 25.30% | 32.90% |
Release of valuation allowance | $ 1.6 | |||
Minimum | ||||
Income Tax Contingency [Line Items] | ||||
Anticipated change in unrecognized tax benefits, lower bound | $ 0.2 | 0.2 | ||
Maximum | ||||
Income Tax Contingency [Line Items] | ||||
Anticipated change in unrecognized tax benefits, lower bound | $ 1.2 | $ 1.2 |
Long-Term Debt (Schedule of Lon
Long-Term Debt (Schedule of Long-term Debt) (Details) - USD ($) $ in Thousands | Oct. 01, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Exchangeable Unsecured Notes, due 2102 | $ 4,097 | $ 4,097 |
Other debt | 623 | 614 |
Deferred financing costs | (486) | (554) |
Total long-term debt | 36,734 | 33,157 |
Less: current portion | 2,277 | 2,120 |
Long-term debt, less current portion | 34,457 | 31,037 |
Revolving Credit Facility | Credit Agreement 2015 | ||
Debt Instrument [Line Items] | ||
Secured debt | 9,000 | 4,000 |
U.S. Closing Date Term Facility | Credit Agreement 2015 | ||
Debt Instrument [Line Items] | ||
Secured debt | 4,221 | 4,500 |
U.S. Delayed Draw Term Facility | Credit Agreement 2015 | ||
Debt Instrument [Line Items] | ||
Secured debt | 10,319 | 11,000 |
Canadian Term Facilities | Credit Agreement 2015 | ||
Debt Instrument [Line Items] | ||
Secured debt | $ 8,960 | $ 9,500 |
Accumulated Other Comprehensi43
Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 01, 2016 | Sep. 26, 2015 | |
Increase (Decrease) in Accumulated Other Comprehensive Income [Roll Forward] | ||
Balance, beginning | $ 172,441 | |
Other comprehensive income before reclassifications | 167 | $ (5,032) |
Amounts reclassified from accumulated other comprehensive income (loss) | 503 | 293 |
Balance, ending | 176,894 | |
Foreign Currency Translation Adjustment | ||
Increase (Decrease) in Accumulated Other Comprehensive Income [Roll Forward] | ||
Balance, beginning | (28,704) | (21,757) |
Other comprehensive income before reclassifications | 167 | (5,032) |
Amounts reclassified from accumulated other comprehensive income (loss) | 0 | 0 |
Balance, ending | (28,537) | (26,789) |
Pension and Other Postretirement Actuarial Items | ||
Increase (Decrease) in Accumulated Other Comprehensive Income [Roll Forward] | ||
Balance, beginning | (4,417) | (4,803) |
Other comprehensive income before reclassifications | 0 | 0 |
Amounts reclassified from accumulated other comprehensive income (loss) | 503 | 293 |
Balance, ending | (3,914) | (4,510) |
Accumulated Other Comprehensive Income (Loss) | ||
Increase (Decrease) in Accumulated Other Comprehensive Income [Roll Forward] | ||
Balance, beginning | (33,121) | (26,560) |
Balance, ending | $ (32,451) | $ (31,299) |
Pensions and Other Postretire44
Pensions and Other Postretirement Benefits (Schedule of Net Pension and Other Retirement Plan Costs) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 01, 2016 | Sep. 26, 2015 | Oct. 01, 2016 | Sep. 26, 2015 | |
Pension Plans | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Net service cost | $ 101 | $ 104 | $ 307 | $ 310 |
Interest cost | 192 | 217 | 602 | 644 |
Expected return on plan assets | (153) | (167) | (486) | (493) |
Amortization of actuarial losses | 48 | 59 | 151 | 175 |
Net periodic benefit cost | 188 | 213 | 574 | 636 |
Other Postretirement Benefit Plan | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Net service cost | 25 | 19 | 75 | 57 |
Interest cost | 33 | 30 | 97 | 90 |
Expected return on plan assets | 0 | 0 | 0 | 0 |
Amortization of actuarial losses | 19 | 19 | 57 | 57 |
Net periodic benefit cost | $ 77 | $ 68 | $ 229 | $ 204 |
Share-Based Compensation (Narra
Share-Based Compensation (Narrative) (Details) $ in Thousands | May 26, 2016USD ($)shares | Apr. 02, 2016shares | Mar. 29, 2016USD ($)shares | Mar. 24, 2016shares | Jan. 19, 2016USD ($)peopleshares | Oct. 01, 2016USD ($)shares | Sep. 26, 2015USD ($) | Oct. 01, 2016USD ($)shares | Sep. 26, 2015USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares authorized (up to) | shares | 1,000,000 | 1,000,000 | |||||||
Number of shares available for grant | shares | 355,235 | 355,235 | |||||||
Share-based expense | $ | $ (83) | $ 380 | $ 465 | $ 796 | |||||
Restricted Stock Units (RSUs) | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of people granted awards | people | 3 | ||||||||
Percentage of performance based units on total units approved | 75.00% | 75.00% | |||||||
Weighted average grant date fair value | $ | $ 200 | $ 400 | $ 900 | ||||||
Number of RSUs Granted | shares | 16,178 | 417 | 25,613 | 525 | 86,798 | ||||
Number of trading days used in grant date fair value calculation | 5 days | ||||||||
Share-based compensation arrangement by share-based payment award, award vesting period | 3 years | 3 years | |||||||
Grants in 2014 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based expense | $ | $ (500) | $ (700) | $ (100) | ||||||
Vesting on January 1, 2019 | Restricted Stock Units (RSUs) | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting rights (percentage) | 25.00% | 25.00% |
Share-Based Compensation (Sched
Share-Based Compensation (Schedule of Share-based Compensation Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 01, 2016 | Sep. 26, 2015 | Oct. 01, 2016 | Sep. 26, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||
Restricted stock units | $ (83) | $ 380 | $ 465 | $ 796 |
Segment Information (Narrative)
Segment Information (Narrative) (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 01, 2016USD ($) | Sep. 26, 2015USD ($) | Oct. 01, 2016USD ($)segment | Sep. 26, 2015USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of reportable segments | segment | 3 | |||
Net revenues | $ 54,490 | $ 57,149 | $ 169,115 | $ 173,265 |
Foil Technology Products | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 23,852 | 27,000 | 75,530 | 78,216 |
Foil Technology Products | Intersegment Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 800 | 500 | 1,900 | 2,000 |
Force Sensors | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 15,231 | 14,580 | 45,465 | 45,462 |
Force Sensors | Intersegment Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 500 | 500 | 1,500 | 1,500 |
Weighing and Control Systems | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 15,407 | 15,569 | 48,120 | 49,587 |
Weighing and Control Systems | Intersegment Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | $ 200 | $ 200 | $ 700 | $ 700 |
Segment Information (Schedule o
Segment Information (Schedule of Segment Reporting) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 01, 2016 | Sep. 26, 2015 | Oct. 01, 2016 | Sep. 26, 2015 | |
Segment Reporting Information [Line Items] | ||||
Net third-party revenues | $ 54,490 | $ 57,149 | $ 169,115 | $ 173,265 |
Gross profit | 20,265 | 21,450 | 61,535 | 63,464 |
Segment operating income | 2,639 | (1,711) | 5,317 | 2,777 |
Acquisition costs | 0 | 0 | (414) | 0 |
Impairment of goodwill and indefinite-lived intangibles | 0 | (4,942) | 0 | (4,942) |
Restructuring costs | (709) | (459) | (2,395) | (841) |
Foil Technology Products | ||||
Segment Reporting Information [Line Items] | ||||
Net third-party revenues | 23,852 | 27,000 | 75,530 | 78,216 |
Gross profit | 8,639 | 11,331 | 29,092 | 32,053 |
Acquisition costs | 0 | 0 | (391) | 0 |
Restructuring costs | (416) | (135) | (1,134) | (135) |
Force Sensors | ||||
Segment Reporting Information [Line Items] | ||||
Net third-party revenues | 15,231 | 14,580 | 45,465 | 45,462 |
Gross profit | 4,716 | 3,058 | 11,903 | 9,354 |
Restructuring costs | (78) | (295) | (379) | (599) |
Weighing and Control Systems | ||||
Segment Reporting Information [Line Items] | ||||
Net third-party revenues | 15,407 | 15,569 | 48,120 | 49,587 |
Gross profit | 6,910 | 7,061 | 20,540 | 22,057 |
Acquisition costs | 0 | 0 | (23) | 0 |
Impairment of goodwill and indefinite-lived intangibles | 0 | (4,942) | 0 | (4,942) |
Restructuring costs | (192) | (29) | (724) | (107) |
Operating Segments | Foil Technology Products | ||||
Segment Reporting Information [Line Items] | ||||
Segment operating income | 3,894 | 7,024 | 14,839 | 19,096 |
Operating Segments | Force Sensors | ||||
Segment Reporting Information [Line Items] | ||||
Segment operating income | 2,865 | 892 | 5,481 | 2,326 |
Operating Segments | Weighing and Control Systems | ||||
Segment Reporting Information [Line Items] | ||||
Segment operating income | 2,997 | 2,354 | 7,114 | 6,866 |
Segment Reconciling Items | ||||
Segment Reporting Information [Line Items] | ||||
Unallocated G&A expenses | (6,408) | (6,580) | (19,308) | (19,728) |
Acquisition costs | 0 | 0 | (414) | 0 |
Restructuring costs | (709) | (459) | (2,395) | (841) |
Corporate/Other | ||||
Segment Reporting Information [Line Items] | ||||
Restructuring costs | $ (23) | $ 0 | $ (158) | $ 0 |
Earnings Per Share (Computation
Earnings Per Share (Computation of Basic and Diluted Earnings Per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 01, 2016 | Sep. 26, 2015 | Oct. 01, 2016 | Sep. 26, 2015 | |
Numerator: | ||||
Net earnings attributable to VPG stockholders | $ 1,051 | $ (1,943) | $ 3,399 | $ 393 |
Adjustment to the numerator for net earnings: | ||||
Interest savings assuming conversion of dilutive exchangeable notes, net of tax | 4 | 0 | 12 | 5 |
Numerator for diluted earnings per share: | ||||
Net earnings attributable to VPG stockholders | $ 1,055 | $ (1,943) | $ 3,411 | $ 398 |
Denominator: | ||||
Weighted average shares | 13,192 | 13,347 | 13,185 | 13,558 |
Effect of dilutive securities: | ||||
Exchangeable notes | 181 | 0 | 181 | 181 |
Restricted stock units | 49 | 0 | 43 | 33 |
Dilutive potential common shares | 230 | 0 | 224 | 214 |
Denominator for diluted earnings per share: | ||||
Adjusted weighted average shares | 13,422 | 13,347 | 13,409 | 13,772 |
Basic earnings per share attributable to VPG stockholders (dollars per share) | $ 0.08 | $ (0.15) | $ 0.26 | $ 0.03 |
Diluted earnings per share attributable to VPG stockholders (dollars per share) | $ 0.08 | $ (0.15) | $ 0.25 | $ 0.03 |
Earnings Per Share (Schedule of
Earnings Per Share (Schedule of Antidilutive Effects) (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 01, 2016 | Sep. 26, 2015 | Oct. 01, 2016 | Sep. 26, 2015 | |
Stock Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted average employee stock options | 18 | 0 | 18 | 18 |
Additional Financial Statemen51
Additional Financial Statement Information (Schedule of Other Items in Operations) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 01, 2016 | Sep. 26, 2015 | Oct. 01, 2016 | Sep. 26, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Foreign exchange gain (loss) | $ (59) | $ (448) | $ 436 | $ (1,686) |
Interest income | 42 | 61 | 145 | 152 |
Other | (27) | 0 | (230) | (196) |
Other nonoperating income (expense) | $ (44) | $ (387) | $ 351 | $ (1,730) |
Fair Value Measurements (Schedu
Fair Value Measurements (Schedule of Assets and Liabilities at Fair Value, Recurring) (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Oct. 01, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held in rabbi trusts | $ 4,722 | $ 4,676 |
Level 1 Inputs | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held in rabbi trusts | 551 | 739 |
Level 2 Inputs | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held in rabbi trusts | 4,171 | 3,937 |
Level 3 Inputs | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets held in rabbi trusts | $ 0 | $ 0 |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Details) - USD ($) $ in Millions | Oct. 01, 2016 | Dec. 31, 2015 |
Fair Value Disclosures [Abstract] | ||
Long-term debt, fair value | $ 36.5 | $ 31.9 |
Long-term debt, carrying value | $ 37.2 | $ 33.7 |