What changed in this filing

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Item 1. Financial Statements

2021-08-10 compared with 2021-05-11 · 284 added, 76 removed, 394 unchanged (48% of the section changed)

3 unchanged sentences

(In thousands)

April 3, 2021 December 31, 2020

July 3, 2021 December 31, 2020

Current assets:

7 unchanged sentences

Total current assets 218,450 221,886

Property and equipment, at cost:

Property and equipment:

Land 4,269 4,282

14 unchanged sentences

(In thousands)

April 3, 2021 December 31, 2020

July 3, 2021 December 31, 2020

Liabilities and equity

30 unchanged sentences

Fiscal quarter ended

April 3, 2021 March 28, 2020

July 3, 2021 June 27, 2020

Net revenues $ 75,339 $ 59,146

2 unchanged sentences

Selling, general, and administrative expenses 22,453 18,640

Acquisition costs 1,198 —

Impairment of goodwill and indefinite-lived intangibles 1,223 —

Restructuring costs — 499

7 unchanged sentences

Net earnings 4,063 1,747

net earnings attributable to noncontrolling interests ( 18 ) ( 20 )

net earnings (loss) attributable to noncontrolling interests 143 ( 12 )

Net earnings attributable to VPG stockholders $ 3,920 $ 1,759

5 unchanged sentences

VISHAY PRECISION GROUP, INC.

Consolidated Condensed Statements of Operations

(Unaudited - In thousands, except per share amounts)

Six fiscal months ended

July 3, 2021 June 27, 2020

Net revenues $ 145,928 $ 126,842

Costs of products sold 87,508 78,667

Gross profit 58,420 48,175

Selling, general, and administrative expenses 44,636 38,931

Acquisition costs 1,198 —

Impairment of goodwill and indefinite-lived intangibles 1,223 —

Restructuring costs — 629

Operating income 11,363 8,615

Other income (expense):

Interest expense ( 578 ) ( 728 )

Other 247 ( 590 )

Other income (expense) ( 331 ) ( 1,318 )

Income before taxes 11,032 7,297

Income tax expense 2,026 2,258

Net earnings 9,006 5,039

net earnings (loss) attributable to noncontrolling interests 125 ( 32 )

Net earnings attributable to VPG stockholders $ 8,881 $ 5,071

Basic earnings per share attributable to VPG stockholders $ 0.65 $ 0.37

Diluted earnings per share attributable to VPG stockholders $ 0.65 $ 0.37

Weighted average shares outstanding - basic 13,605 13,556

Weighted average shares outstanding - diluted 13,638 13,598

See accompanying notes.

VISHAY PRECISION GROUP, INC.

Consolidated Condensed Statements of Comprehensive Income (Loss)

1 unchanged sentence

Fiscal quarter ended

April 3, 2021 March 28, 2020

July 3, 2021 June 27, 2020

Net earnings $ 4,063 $ 1,747

2 unchanged sentences

Pension and other postretirement actuarial items, net of tax 109 ( 152 )

Other comprehensive income 716 3,119

Comprehensive income 4,779 4,866

comprehensive income (loss) attributable to noncontrolling interests 143 ( 12 )

Comprehensive income attributable to VPG stockholders $ 4,636 $ 4,878

See accompanying notes.

VISHAY PRECISION GROUP, INC.

Consolidated Condensed Statements of Comprehensive Income (Loss)

(Unaudited - In thousands)

Six fiscal months ended

July 3, 2021 June 27, 2020

Net earnings $ 9,006 $ 5,039

Other comprehensive income (loss):

Foreign currency translation adjustment ( 1,193 ) ( 2,070 )

Pension and other postretirement actuarial items, net of tax 318 ( 311 )

Other comprehensive loss ( 875 ) ( 2,381 )

Comprehensive income (loss) 3,352 ( 2,208 )

comprehensive income attributable to noncontrolling interests ( 18 ) ( 20 )

Comprehensive income (loss) attributable to VPG stockholders $ 3,370 $ ( 2,188 )

Comprehensive income 8,131 2,658

comprehensive income (loss) attributable to noncontrolling interests 125 ( 32 )

Comprehensive income attributable to VPG stockholders $ 8,006 $ 2,690

See accompanying notes.

2 unchanged sentences

(Unaudited - In thousands)

Three fiscal months ended

April 3, 2021 March 28, 2020

Six fiscal months ended

July 3, 2021 June 27, 2020

Operating activities

1 unchanged sentence

Adjustments to reconcile net earnings to net cash provided by operating activities:

Impairment of goodwill and indefinite-lived intangibles 1,223 —

Depreciation and amortization 7,108 6,312

Loss from extinguishment of debt — 30

Gain on sale of property and equipment ( 1 ) ( 3 )

Loss (gain) on sale of property and equipment 44 ( 143 )

Share-based compensation expense 942 757

12 unchanged sentences

Proceeds from sale of property and equipment 16 378

Purchase of business, net of cash acquired ( 47,216 ) 156

Net cash used in investing activities ( 55,509 ) ( 10,484 )

1 unchanged sentence

Principal payments on long-term debt ( 18 ) ( 3,418 )

Proceeds from revolving facility 20,000 —

Debt issuance costs — ( 402 )

Distributions to noncontrolling interests ( 111 ) ( 25 )

Purchase of noncontrolling interest — ( 253 )

(Distributions to) contributions from noncontrolling interests ( 167 ) 117

Payments of employee taxes on certain share-based arrangements ( 846 ) ( 813 )

Net cash used in financing activities ( 975 ) ( 4,625 )

Net cash provided by (used in) financing activities 18,969 ( 4,769 )

Effect of exchange rate changes on cash and cash equivalents ( 820 ) ( 1,155 )

Decrease in cash and cash equivalents ( 2,284 ) ( 4,179 )

(Decrease) increase in cash and cash equivalents ( 24,982 ) 287

Cash and cash equivalents at beginning of period 98,438 86,910

7 unchanged sentences

(Unaudited - In thousands, except share amounts)

Three Fiscal Months Ended April 3, 2021

Fiscal quarter ended

Stock Class B

7 unchanged sentences

Interests Total

Balance at April 3, 2021 $ 1,320 $ 103 $ ( 8,765 ) $ 197,282 $ 105,036 $ ( 34,262 ) $ 260,714 $ ( 95 ) $ 260,619

Net earnings — — — — 3,920 — 3,920 143 4,063

Other comprehensive income — — — — — 716 716 — 716

Share-based compensation expense

— — — 576 — — 576 — 576

Restricted stock issuances ( 15,564 shares)

2 — — ( 2 ) — — — — —

Distributions to noncontrolling interests — — — — — — — ( 56 ) ( 56 )

Balance at July 3, 2021 $ 1,322 $ 103 $ ( 8,765 ) $ 197,856 $ 108,956 $ ( 33,546 ) $ 265,926 $ ( 8 ) $ 265,918

Fiscal quarter ended

June 27, 2020

Stock Class B

Common Stock Treasury Stock Capital in

Par Value Retained

Earnings Accumulated

Comprehensive

Income (Loss) Total VPG Inc.

Stockholders'

Equity Noncontrolling

Interests Total

Balance at March 28, 2020 $ 1,316 $ 103 $ ( 8,765 ) $ 196,709 $ 92,600 $ ( 43,203 ) $ 238,760 $ 347 $ 239,107

— — — — 1,759 — 1,759 ( 12 ) 1,747

Other comprehensive loss — — — — — 3,119 3,119 — 3,119

Share-based compensation expense

— — — 378 — — 378 — 378

Restricted stock issuances ( 8,244 shares)

1 — — ( 1 ) — — — — —

Purchase of noncontrolling interest — — — 48 — — 48 ( 301 ) ( 253 )

Contribution from noncontrolling interests — — — — — — — 142 142

Balance at June 27, 2020 $ 1,317 $ 103 $ ( 8,765 ) $ 197,134 $ 94,359 $ ( 40,084 ) $ 244,064 $ 176 $ 244,240

See accompanying notes.

VISHAY PRECISION GROUP, INC.

Consolidated Condensed Statements of Equity

(Unaudited - In thousands, except share amounts)

Six Fiscal Months Ended July 3, 2021

Stock Class B

Common Stock Treasury Stock Capital in

Par Value Retained

Earnings Accumulated

Comprehensive

Income (Loss) Total VPG, Inc.

Stockholders'

Equity Noncontrolling

Interests Total

Balance at December 31, 2020 $ 1,317 $ 103 $ ( 8,765 ) $ 197,764 $ 100,075 $ ( 32,671 ) $ 257,823 $ 34 $ 257,857

7 unchanged sentences

Distributions to noncontrolling interests — — — — — — — ( 167 ) ( 167 )

Balance at April 3, 2021 $ 1,320 $ 103 $ ( 8,765 ) $ 197,282 $ 105,036 $ ( 34,262 ) $ 260,714 $ ( 95 ) $ 260,619

Three Fiscal Months Ended March 28, 2020

Balance at July 3, 2021 $ 1,322 $ 103 $ ( 8,765 ) $ 197,856 $ 108,956 $ ( 33,546 ) $ 265,926 $ ( 8 ) $ 265,918

Six Fiscal Months Ended June 27, 2020

Stock Class B

14 unchanged sentences

5 — — ( 796 ) — — ( 791 ) — ( 791 )

Distributions to noncontrolling interests — — — — — — — ( 25 ) ( 25 )

Balance at March 28, 2020 $ 1,316 $ 103 $ ( 8,765 ) $ 196,709 $ 92,600 $ ( 43,203 ) $ 238,760 $ 347 $ 239,107

Purchase of noncontrolling interest — — — 48 — — 48 ( 301 ) ( 253 )

Contributions from noncontrolling interests — — — — — — — 117 117

Balance at June 27, 2020 $ 1,317 $ 103 $ ( 8,765 ) $ 197,134 $ 94,359 $ ( 40,084 ) $ 244,064 $ 176 $ 244,240

See accompanying notes.

9 unchanged sentences

These financial statements should be read in conjunction with the consolidated financial statements and notes thereto as of December 31, 2020 and 2019 and for each of the three years in the period ended December 31, 2020, included in VPG’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 11, 2021.

The results of operations for the fiscal quarter ended April 3, 2021 are not necessarily indicative of the results to be expected for the full year.

The results of operations for the fiscal quarter ended July 3, 2021 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.

11 unchanged sentences

The adoption of this ASU did not impact our financial statements or the related disclosures.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current financial statement presentation.

Note 2 – Revenues

3 unchanged sentences

Fiscal quarter ended

April 3, 2021 Fiscal quarter ended

March 28, 2020

July 3, 2021 Fiscal quarter ended

June 27, 2020

Foil Technology

12 unchanged sentences

Total $ 33,308 $ 17,216 $ 24,815 $ 75,339 $ 31,785 $ 8,916 $ 18,445 $ 59,146

Six Fiscal Months Ended July 3, 2021 Six Fiscal Months Ended June 27, 2020

Foil Technology

Products Force

Sensors Weighing and

Control Systems Total Foil Technology

Products Force

Sensors Weighing and

Control Systems Total

United States $ 21,482 $ 15,788 $ 18,241 $ 55,511 $ 22,723 $ 12,505 $ 14,898 $ 50,126

United Kingdom 2,000 1,081 7,694 10,775 1,537 3,691 5,435 10,663

Other Europe 13,870 10,493 9,765 34,128 14,686 3,808 7,174 25,668

Israel 11,725 391 — 12,116 8,646 190 — 8,836

Asia 16,942 6,396 3,613 26,951 14,670 3,417 3,530 21,617

Canada — — 6,447 6,447 — — 9,932 9,932

Total $ 66,019 $ 34,149 $ 45,760 $ 145,928 $ 62,262 $ 23,611 $ 40,969 $ 126,842

The following table disaggregates net revenue from contracts with customers by market sector (in thousands) .

Fiscal quarter ended

April 3, 2021 March 28, 2020

Fiscal quarter ended Six fiscal months ended

July 3, 2021 June 27, 2020 July 3, 2021 June 27, 2020

Test & Measurement $ 16,279 $ 14,027 $ 30,695 $ 28,372

13 unchanged sentences

The outstanding contract assets and liability accounts were as follows (in thousands) :

Note 2 – Revenues (continued)

Contract Asset Contract Liability

1 unchanged sentence

Balance at December 31, 2020 $ 3,605 $ 2,873

Balance at April 3, 2021 3,542 3,284

Balance at July 3, 2021 4,656 4,525

(Decrease)/increase $ 1,051 $ 1,652

The amount of revenue recognized during the three fiscal months ended April 3, 2021 that was included in the contract liability balance at December 31, 2020 was $ 1.5 million.

The amount of revenue recognized during the six fiscal months ended July 3, 2021 that was included in the contract liability balance at December 31, 2020 was $ 2.4 million.

Practical Expedients

1 unchanged sentence

The Company treats shipping and handling activities as fulfillment costs.

Note 3 – Goodwill

Note 3 - Acquisition

On June 1, 2021, VPG completed the acquisition of California-based Diversified Technical Systems, Inc.

(“DTS”), a manufacturer of data acquisition systems and sensors for product safety and testing, for a purchase price of $ 47.2 million, subject to customary adjustments.

The Company used cash on hand and borrowings under its revolving credit facility to fund the purchase price under the purchase agreement.

DTS reports into the Company's Weighing and Control Systems segment.

The following table summarizes the provisional fair values assigned to the assets and liabilities of DTS as of June 1, 2021 (in thousands):

Working capital $ 12,999

Property and equipment 1,209

Deferred income tax liability ( 6,274 )

Intangible assets:

Acquired technology 13,167

Customer relationships 8,135

Trade names 2,393

Total intangible assets 23,695

Fair value of acquired identifiable assets 31,629

Purchase price $ 47,216

Goodwill $ 15,587

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 are subject to adjustment once the detailed analysis is completed.

The provisional estimated weighted average useful lives for the acquired technology and customer relationships are 15 years.

Trade names are treated as indefinite-lived intangible assets.

None of the goodwill associated with DTS will be deductible for income tax purposes.

The Company recorded acquisition costs associated with this transaction as follows (in thousands ):

Fiscal quarter ended Six fiscal months ended

July 3, 2021 July 3, 2021

Legal fees $ 341 $ 341

Appraisal fees 18 18

Other (investment banker and insurance costs) 839 839

$ 1,198 $ 1,198

Note 3 - Acquisition (continued)

Included in the results of the operations of the Company, starting on June 1, 2021, are net revenues of $ 3.0 million and a net loss of $ 0.2 million from DTS for the fiscal quarter and six fiscal months ended July 3, 2021.

DTS results include amortization of the inventory step-up of $ 0.9 million and amortization of intangible assets of $ 0.1 million.

Following is the supplemental consolidated financial results for the Company on an unaudited pro forma basis, as if the DTS acquisition had been consummated on January 1, 2020:

Fiscal quarter ended Six fiscal months ended Fiscal quarter ended Six fiscal months ended

June 27, 2020 June 27, 2020 July 3, 2021 July 3, 2021

Pro forma net revenues

$ 64,907 $ 139,158 80,243 159,164

Pro forma net earnings attributable to VPG stockholders

$ 1,629 $ 3,658 6,741 13,411

Pro forma basic earnings per share attributable to VPG stockholders

$ 0.12 $ 0.27 $ 0.50 $ 0.99

Pro forma diluted earnings per share attributable to VPG stockholders

$ 0.12 $ 0.27 $ 0.49 $ 0.98

Note 4 – Goodwill and Other Intangible Assets

The Company tests the goodwill in each of its goodwill reporting units for impairment at least annually, as of the first day of it's fourth quarter, and whenever events or changes in circumstances occur indicating that a possible impairment may have been incurred.

Due to updated financial projections, the Company performed a quantitative impairment test for the instrumentation reporting unit during the second quarter of 2021.

In estimating the fair value of our instrumentation reporting unit the Company used the income approach.

The results of the quantitative impairment test for the instrumentation reporting unit's goodwill and indefinite-lived trade name indicated an impairment, and in the second quarter of 2021, the Company recognized a non-cash impairment loss of $ 1.1 million in goodwill and $ 0.1 million to the indefinite-lived trade name.

The impairment was driven mainly by changes in forecasted projections including a slower growth rate in revenues.

After considering the impact of the impairment charges, the carrying amount of goodwill and indefinite-lived trade names as of July 3, 2021 was $ 0.0 million and $ 0.3 million, respectively.

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 DSI Acquisition Stress-Tek Acquisition Pacific Acquisition

KELK Acquisition DSI Acquisition DTS Acquisition Stress-Tek Acquisition Pacific Acquisition

Balance at December 31, 2020 $ 31,105 $ 6,726 $ 16,942 $ 6,311 $ 1,126

Goodwill acquired 15,587 15,587

Impairment charges ( 1,126 ) ( 1,126 )

Foreign currency translation adjustment 166 180 ( 14 ) — —

Balance at April 3, 2021 $ 31,167 $ 6,806 $ 16,924 $ 6,311 $ 1,126

Balance at July 3, 2021 $ 45,732 $ 6,906 $ 16,928 $ 15,587 $ 6,311 $ —

Note 4 – Goodwill and Other Intangible Assets (continued)

Intangible assets were as follows (in thousands) :

July 3, 2021 December 31, 2020

Intangible assets subject to amortization

(Definite-lived):

Patents and acquired technology $ 33,069 $ 19,804

Customer relationships 34,393 26,061

Trade names 1,697 1,747

Non-competition agreements 11,646 12,259

80,805 59,871

Accumulated amortization:

Patents and acquired technology ( 6,552 ) ( 5,895 )

Customer relationships ( 14,191 ) ( 13,363 )

Trade names ( 1,697 ) ( 1,747 )

Non-competition agreements ( 11,639 ) ( 12,250 )

( 34,079 ) ( 33,255 )

Net intangible assets subject to amortization $ 46,726 $ 26,616

Intangible assets not subject to amortization

(Indefinite-lived):

Trade names 7,748 5,423

$ 54,474 $ 32,039

The increase in net intangible assets from December 31, 2020 is due to the acquisition of DTS on June 1, 2021.

The Company has preliminarily allocated $ 21.3 million of the purchase price to definite-lived intangible assets and $ 2.4 million to indefinite-lived intangible assets.

Amortization expense for the fiscal quarter and six fiscal months ended July 3, 2021 was $ 0.7 million and $ 1.4 million, respectively.

The DTS intangible assets accounted for $ 0.1 million of amortization expense for the fiscal quarter and six fiscal months ended July 3, 2021.

Estimated annual amortization expense for the full year of 2021 and each of the next four years, is as follows ( in thousands) :

Note 5 – Leases

2 unchanged sentences

Leases recorded on the balance sheet consist of the following (in thousands) :

Leases April 3, 2021 December 31, 2020

Note 5 - Leases (continued)

Leases July 3, 2021 December 31, 2020

Operating lease right of use asset $ 25,451 $ 21,788

2 unchanged sentences

Other information related to lease term and discount rate is as follows:

April 3, 2021

Operating leases weighted average remaining lease term (in years) 8.49 years

1 unchanged sentence

The components of lease expense are as follows (in thousands) :

Fiscal quarter ended

April 3, 2021 March 28, 2020

Fiscal quarter ended Six Fiscal Months Ended

July 3, 2021 June 27, 2020 July 3, 2021 June 27, 2020

Operating lease cost $ 1,258 $ 1,139 $ 2,439 $ 2,013

Short-term lease cost 35 34 68 57

Total lease cost $ 1,214 $ 897

Sublease income ( 19 ) — ( 28 ) —

Total net lease cost $ 1,274 $ 1,173 $ 2,479 $ 2,070

Right of use assets obtained in exchange for new operating lease liability during 2021 were $ 5.9 million.

The Company paid $ 1.2 million and $ 0.9 million for its operating leases for each of the fiscal quarters ended April 3, 2021 and March 28, 2020, which are included in operating cash flows on the consolidated condensed statements of cash flows.

Note 4 - Leases (continued)

Undiscounted maturities of operating lease payments as of April 3, 2021 are summarized as follows (in thousands) :

2021 (excluding the three months ended April 3, 2021) $ 4,181

The Company paid $ 2.4 million and $ 1.7 million for its operating leases for each of the six fiscal months ended July 3, 2021 and June 27, 2020, which are included in operating cash flows on the consolidated condensed statements of cash flows.

Undiscounted maturities of operating lease payments as of July 3, 2021 are summarized as follows (in thousands) :

2021 (excluding the six months ended July 3, 2021) $ 2,596

Thereafter 12,894

4 unchanged sentences

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 April 3, 2021 was 26.3 % compared to 32.3 % for the fiscal quarter ended March 28, 2020.

The tax rate for the fiscal quarter ended of 2021 is lower than the prior year period primarily due to changes in the mix of worldwide income.

The effective tax rate for the fiscal quarter ended July 3, 2021 was 6.1 % compared to 28.1 % for the fiscal quarter ended June 27, 2020, and the effective tax rate for the six fiscal months ended July 3, 2021 was 18.4 % compared to 30.9 % for the six fiscal months ended June 27, 2020.

The tax rate for both periods presented in 2021 is lower than the prior year periods primarily due to the acquisition of DTS, which enabled the Company to reduce its valuation allowance against deferred tax assets, tax rate changes in certain foreign jurisdictions, and changes in the mix of worldwide income.

The Company and its subsidiaries are subject to income taxes imposed by the U.S., various states, and the foreign jurisdictions in which we operate.

Each jurisdiction establishes rules that set forth the years which are subject to examination by its tax authorities.

While the Company believes the tax positions taken on its tax returns for each jurisdiction are supportable, they may still be challenged by the jurisdiction's tax authorities.

While the Company believes the tax positions taken on its tax returns for each jurisdiction are supportable, they

Note 6 - Income Taxes (continued)

may still be challenged by the jurisdiction's tax authorities.

In anticipation of such challenges, the Company has established reserves for tax-related uncertainties.

5 unchanged sentences

Long-term debt consists of the following (in thousands) :

April 3, 2021 December 31, 2020

July 3, 2021 December 31, 2020

2020 Credit Agreement - Revolving Facility $ 61,000 $ 41,000

12 unchanged sentences

Amounts reclassified from accumulated other comprehensive income (loss) — 318 318

Balance at April 3, 2021 $ ( 27,391 ) $ ( 6,871 ) $ ( 34,262 )

Balance at July 3, 2021 $ ( 26,784 ) $ ( 6,762 ) $ ( 33,546 )

Foreign Currency Translation Adjustment Pension

4 unchanged sentences

Amounts reclassified from accumulated other comprehensive income (loss) — ( 311 ) ( 311 )

Balance at March 28, 2020 $ ( 36,102 ) $ ( 7,101 ) $ ( 43,203 )

Balance at June 27, 2020 $ ( 32,831 ) $ ( 7,253 ) $ ( 40,084 )

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).

2 unchanged sentences

The following table sets forth the components of the net periodic benefit cost for the Company's defined benefit pension and OPEB plans (in thousands) :

Note 9 - Pension and Other Postretirement Benefits ( continued)

Fiscal quarter ended

April 3, 2021 Fiscal quarter ended

March 28, 2020

July 3, 2021 Fiscal quarter ended

June 27, 2020

Plans Pension

4 unchanged sentences

Net periodic benefit cost $ 204 $ 31 $ 193 $ 98

Six fiscal months ended July 3, 2021 Six fiscal months ended June 27, 2020

Plans Pension

Net service cost $ 193 $ 18 $ 198 $ 62

Interest cost 206 34 256 66

Expected return on plan assets ( 194 ) — ( 220 ) —

Amortization of actuarial losses 204 10 153 68

Net periodic benefit cost $ 409 $ 62 $ 387 $ 196

Note 10 – Share-Based Compensation

1 unchanged sentence

2010 Stock Incentive Program (as amended and restated, the “Plan”) permits the issuance of up to 1,000,000 shares of common stock.

At April 3, 2021, the Company had reserved 330,590 shares of common stock for future grants of equity awards (restricted stock, unrestricted stock, restricted stock units ("RSUs"), or stock options) pursuant to the Plan.

At July 3, 2021, the Company had reserved 320,654 shares of common stock for future grants 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 March 4, 2021, VPG’s three executive officers were granted annual equity awards in the form of RSUs, of which 50 % are performance-based.

On March 4, 2021 and in accordance with their respective employment agreements, VPG’s three executive officers were granted annual equity awards in the form of RSUs, of which 50 % are performance-based.

The awards have an aggregate target grant-date fair value of $ 1.7 million and were comprised of 52,486 RSUs.

Fifty percent of these awards will vest on January 1, 2024, subject to the executives’ continued employment.

The performance-based portion of the RSUs will also vest on January 1, 2024, subject to the executives' continued employment and

Note 9 - Share-Based Compensation (continued)

the satisfaction of certain performance objectives relating to three-year cumulative “adjusted free cash flow” and "net earnings goals", each weighted equally.

The performance-based portion of the RSUs will also vest on January 1, 2024, subject to the executives' continued employment and the satisfaction of certain performance objectives relating to three-year cumulative “adjusted free cash flow” and "net earnings goals", each weighted equally.

On March 8, 2021, certain non-executive VPG employees were granted annual equity awards in the form of RSUs.

3 unchanged sentences

The performance-based portion of the RSUs will also vest on January 1, 2024, subject to the employees' continued employment and the satisfaction of certain performance objectives relating to three-year cumulative earnings and cash flow goals, each weighted equally.

On May 27, 2021 and in accordance with the Company's 2017 Non-Employee Director Compensation Plan, the Board of Directors approved the issuance of an aggregate of 9,936 RSUs to the independent board 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 $ 0.3 million and will vest on the earlier of the 2022 Annual Stockholders Meeting or May 27, 2022, subject to the directors' continued service on the Board of Directors.

Vesting of equity awards is subject to acceleration under certain circumstances.

Note 10 - Share-Based Compensation (continued)

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.

2 unchanged sentences

The following table summarizes share-based compensation expense recognized (in thousands) :

Fiscal quarter ended

April 3, 2021 March 28, 2020

Fiscal quarter ended Six fiscal months ended

July 3, 2021 June 27, 2020 July 3, 2021 June 27, 2020

Restricted stock units $ 576 $ 378 $ 942 $ 757

8 unchanged sentences

The following table sets forth reporting segment information (in thousands) :

Fiscal quarter ended

April 3, 2021 March 28, 2020

Note 11 - Segment Information (continued)

Fiscal quarter ended Six fiscal months ended

July 3, 2021 June 27, 2020 July 3, 2021 June 27, 2020

Net revenues:

13 unchanged sentences

Unallocated G&A expenses ( 7,943 ) ( 6,606 ) ( 15,664 ) ( 13,088 )

Acquisition costs ( 1,198 ) — ( 1,198 ) —

Impairment of goodwill and indefinite-lived intangibles ( 1,223 ) — ( 1,223 ) —

Restructuring costs — ( 499 ) — ( 629 )

Operating income $ 4,924 $ 3,971 $ 11,363 $ 8,615

Acquisition costs:

Weighing and Control Systems ( 1,198 ) — ( 1,198 ) —

$ ( 1,198 ) $ — $ ( 1,198 ) $ —

Impairment of goodwill and indefinite-lived intangibles:

Foil Technology Products $ ( 1,223 ) $ — $ ( 1,223 ) $ —

$ ( 1,223 ) $ — $ ( 1,223 ) $ —

Restructuring costs:

Foil Technology Products $ — $ ( 341 ) $ — $ ( 443 )

Force Sensors $ — $ ( 80 ) $ — $ ( 108 )

Corporate/Other — ( 78 ) — ( 78 )

$ — $ ( 499 ) $ — $ ( 629 )

1 unchanged sentence

The table below summarizes intersegment sales (in thousands) :

Fiscal quarter ended

April 3, 2021 March 28, 2020

Note 11 - Segment Information (continued)

Fiscal quarter ended Six fiscal months ended

July 3, 2021 June 27, 2020 July 3, 2021 June 27, 2020

Foil Technology Products to Force Sensors and Weighing and Control Systems $ 959 $ 868 $ 1,920 $ 1,592

2 unchanged sentences

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

April 3, 2021 March 28, 2020

Fiscal quarter ended Six fiscal months ended

July 3, 2021 June 27, 2020 July 3, 2021 June 27, 2020

Numerator for basic earnings per share:

14 unchanged sentences

The caption “Other” on the consolidated condensed statements of operations consists of the following (in thousands) :

Fiscal quarter ended

April 3, 2021 March 28, 2020

Foreign exchange gain $ 735 $ 900

Fiscal quarter ended Six fiscal months ended

July 3, 2021 June 27, 2020 July 3, 2021 June 27, 2020

Foreign exchange (loss) gain $ ( 174 ) $ ( 1,185 ) $ 561 $ ( 285 )

Interest income 20 109 65 176

1 unchanged sentence

Other ( 29 ) ( 33 ) ( 99 ) ( 158 )

$ ( 326 ) $ ( 1,273 ) $ 247 $ ( 590 )

Foreign currency exchange gains and losses represent the impact of changes in foreign currency exchange rates.

For the fiscal quarter ended April 3, 2021, the change in foreign exchange gains and losses during the period, as compared to the prior year period, is largely due to exposure to currency fluctuations with the Canadian dollar, the Israeli shekel, and the British pound.

For the fiscal quarter ended July 3, 2021, the change in foreign exchange gains and losses during the period, as compared to the prior year period, is largely due to exposure to currency fluctuations with the Canadian dollar, Japanese yen, the Israeli shekel and the British pound.

For the six fiscal months ended July 3, 2021, the change in foreign exchange gains and losses during the period as compared to the prior year period is largely due to exposure to currency fluctuations with the Canadian dollar, the Israeli shekel, the Japanese yen, the euro and the British pound

Note 14 – Fair Value Measurements

12 unchanged sentences

Inputs Level 3

April 3, 2021

Assets held in rabbi trusts $ 5,995 $ 80 $ 5,915 $ —

2 unchanged sentences

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 April 3, 2021 and December 31, 2020, 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

Rabbi trust assets consist primarily of marketable securities, classified as available-for-sale money market funds at July 3, 2021 and December 31, 2020, and company-owned life insurance assets.

The marketable securities held

Note 14 - Fair Value Measurements (continued)

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 April 3, 2021 and December 31, 2020 approximates its carrying value as the revolving debt is reset on a monthly basis based on current market rates, plus a base rate as specified in the debt agreement.

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 July 3, 2021 and December 31, 2020 approximates its carrying value as the revolving debt is reset on a monthly basis based on current market rates, plus a base rate as specified in the debt agreement.

The fair value of long-term debt is considered a Level 2 measurement within the fair value hierarchy.

6 unchanged sentences

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 $ 0.0 million and $ 0.1 million of restructuring costs during the fiscal quarter ended April 3, 2021 and March 28, 2020, respectively.

The Company recorded $ 0.0 million and $ 0.5 million of restructuring costs during the fiscal quarter ended July 3, 2021 and June 27, 2020, respectively and $ 0.0 million and $ 0.6 million of restructuring costs during the six fiscal months ended July 3, 2021 and June 27, 2020, respectively.

Restructuring costs were comprised primarily of employee terminations costs, including severance and statutory retirement allowances, and were incurred in connections with various cost reduction programs.

The following table summarizes recent activity related to all restructuring programs.

The accrued restructuring liability balance as of April 3, 2021 and December 31, 2020, respectively, is included in Other accrued expenses in the accompanying consolidated condensed balance sheets (in thousands) :

The accrued restructuring liability balance as of July 3, 2021 and December 31, 2020, respectively, is included in Other accrued expenses in the accompanying consolidated condensed balance sheets (in thousands) :

Balance at December 31, 2020 $ 63

Cash payments ( 51 )

Balance at April 3, 2021 $ 27

Balance at July 3, 2021 $ 12

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements