What changed in this filing

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Item 1A. Risk Factors

2022-03-04 compared with 2021-03-11 · 28 added, 40 removed, 341 unchanged (17% of the section changed)

4 unchanged sentences

The impact of the COVID-19 outbreak and the spread of the novel coronavirus on a global basis have adversely affected and are likely to continue to adversely affect our business in a number of respects, although the further extent, nature and timing of such impact cannot be predicted at this time.

The COVID-19 outbreak has led countries around the world, as well as most states in the U.S., to implement restrictions relating to the operation of almost all types of businesses.

The COVID-19 outbreak has led countries around the world, as well as most states in the U.S., to from time-to-time implement restrictions relating to the operation of almost all types of businesses.

The closure standards vary from jurisdiction to jurisdiction, but they typically require all but “critical”, “essential” or “life-sustaining” businesses to close all offices and facilities.

We believe, based on the various standards published to date, that our businesses meet the requisite standards to remain open, at least partially, in all jurisdictions in which we operate, although there is no assurance that our decision to remain open will not be challenged.

We believe, based on the various standards published to date, that our businesses meet or will meet the requisite standards to remain open, at least partially, in all jurisdictions in which we operate, although there is no assurance that our decision to remain open will not be challenged.

As of the date of this filing, all of our manufacturing and other facilities are operating at adequate capacity while following procedures designed to prevent the spread of the virus, such as social distancing, reduced personnel and staggered shifts.

Changing standards regarding what type of facilities are permitted to remain open, as well as evolving interpretations of existing standards, in both the United States and around the globe, could result in the closure of some or all of our facilities.

To date, our supply chain has not experienced significant disruptions, and at this time we do not anticipate any such significant disruptions in the near term.

To date, our supply chain has not experienced significant disruptions, and at this time.

we do not anticipate any such significant disruptions in the near term.

However, our suppliers could be required by government authorities to temporarily cease operations in accordance with the various restrictions discussed above, might be limited in their production capacity due to complying with restrictions relating to the operation of businesses during the COVID-19 pandemic, or could suffer their own supply chain disruptions, impacting their ability to continue to supply us with the quantity of materials required by us.

If as a result of the COVID-19 outbreak governments take additional protective actions, or extend the time period for existing protective actions, or the distribution and administration of the vaccines for COVID-19 are delayed or prolonged, such actions or events may have a material adverse impact on our business and operating results.

If as a result of the COVID-19 outbreak governments take additional protective actions, or extend the time period for existing protective actions, or the distribution and administration of the vaccines for COVID-19 are delayed, disrupted, or prolonged, such actions or events may have a material adverse impact on our business and operating results.

This could include closures of our facilities or the closure of the facilities of our customers, suppliers, or other vendors in our supply chain.

Any disruption of our supply chain or the businesses of our customers could adversely impact our business and results of operations.

In addition, the widespread public health crisis caused by the COVID-19 outbreak has adversely impacted the economies and financial markets worldwide, resulting in an economic downturn that has adversely impacted many businesses, including ours.

In addition, the widespread public health crisis caused by the COVID-19 outbreak has adversely impacted the economies and financial markets worldwide, and in 2020 resulted in an economic downturn that adversely impacted many businesses, including ours.

The extent and duration of the impact on the global economy and financial markets from COVID-19 is difficult to predict, and the extent to which the COVID-19 will negatively affect us and the duration of any potential business disruption is uncertain.

1 unchanged sentence

These potential impacts, while uncertain, could adversely affect our operating results.

A shortage of qualified labor could have a material adverse effect on our business and results of operations.

Labor is a significant component of operating our business.

A number of factors may adversely affect the labor force available to us or increase labor costs, including general macroeconomic conditions, high employment levels, federal unemployment subsidies, including unemployment benefits offered in response to the COVID-19 pandemic, increased wages offered by other employers, vaccine mandates and other government regulations and our responses thereto.

We are currently experiencing a shortage of qualified labor in certain geographies, particularly with manufacturing plant production workers in the United States, Israel and Japan.

Outside suppliers that we rely on have also experienced shortages of qualified labor.

A prolonged shortage of qualified labor could, among other things, decrease our ability to effectively produce and meet customer demand, and could have a material adverse effect on our business and results of operations.

We face intense competition in our business.

We face various degrees and types of competition throughout the world in our different businesses.

In some cases our products compete directly with those of third party competitors.

In other cases, competition in one segment, such as in our Weighing and Control Systems segment, may affect not only the sales of our systems within that segment, but also sales of products that we incorporate in those systems from other segments, such as load cells and strain gages.

We are a leading supplier of foil resistors and foil strain gages.

Foil resistors and foil strain gages are also produced by competitors, principally located in China.

We believe that our foil technology products provide superior performance relative to our competitors, but that could change if our competitors succeed in developing and introducing innovative competitive offerings.

We believe that our products provide superior performance relative to our competitors, but that could change if our competitors succeed in developing and introducing innovative competitive offerings.

Also, our foil strain gages compete with other types of strain gages, such as semiconductor strain gages, which we do not manufacture.

We believe that other types of strain gages are not as reliable or stable as our foil strain gages, but that could change as the technology for these other products continues to evolve.

We believe that other types of strain gages are not as reliable or stable as our foil strain gages, but that could change as the technology for these other products

continues to evolve.

If our competitors are able to improve the quality, performance, or pricing of their products relative to our offerings, our results of operations could be adversely affected.

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Competition for modules and systems is most often based on customer relationships, product reliability, technical performance, and the ability to anticipate and satisfy customer needs for specific design configurations.

Many other manufacturers have more experience in particular geographic

markets and specific applications than we do, and may be better positioned to compete in these areas.

Many other manufacturers have more experience in particular geographic markets and specific applications than we do, and may be better positioned to compete in these areas.

We cannot assure you that we will be able to successfully grow our business in the face of these competitive challenges.

Our vertical product integration exposes us to certain risks.

Our business structure emphasizes vertical product integration.

For example our force sensor business is significant customer (by volume) for our strain gages.

While we believe this has been, and will continue to be, a sound business structure, vertical product integration and the resulting interdependencies of our divisions exposes us to certain risks.

As a consequence of our vertical integration, our force sensors business may compete with certain of our customers and potential customers for strain gages while our systems business may compete with certain of our customers and potential customers for force sensors, who, for that reason, may elect not to do business with us.

To remain successful, we must continue to innovate, and our investments in new technologies may not prove successful.

6 unchanged sentences

We also cannot assure that any such transactions that we do complete in the future will be successful.

Such transactions, including our acquisition of DSI in November 2019, involve a number of risks, including the following:

Such transactions, including our acquisition of DTS in June 2021, involve a number of risks, including the following:

• we may incur substantial costs, including advisory fees and diversion of management attention, in evaluating a potential transaction;

16 unchanged sentences

To remain competitive, particularly when business conditions are difficult, we sometimes take steps to reduce our cost structure by restructuring our existing businesses to achieve efficiencies, eliminate redundant functions, facilities and staff positions, and move operations, where possible, to reduce labor or other costs.

We may not realize, in full or in part, the anticipated benefits of these programs without encountering difficulties, which may include complications in the transfer of production knowledge, loss of key employees and/or customers, and the disruption of ongoing business.

ongoing business.

Any of these difficulties could delay and/or undermine our ability to realize the benefits of these cost reduction programs, as well as potentially adversely affecting our customer relationships and operations.

31 unchanged sentences

All of these types of agreements may be breached or be found unenforceable, and we may not have an adequate remedy for any such breach of, or inability to enforce, these agreements.

product shipment delays, require us to enter royalty or licensing agreements, and divert the efforts of our technical and management personnel from productive tasks, whether or not such litigation were determined in our favor.

We may initiate, or be subject to, claims or litigation for infringement of proprietary rights, or to establish the validity of our proprietary rights, which could result in significant expense to us, cause product shipment delays, require us to enter royalty or licensing agreements, and divert the efforts of our technical and management personnel from productive tasks, whether or not such litigation were determined in our favor.

We may be exposed to product liability claims.

37 unchanged sentences

Our results of operations could be adversely impacted if customers cancel a material portion of orders in our backlog.

The complexity of our sophisticated weighing and control systems may require costly corrections if design flaws are found .

Our weighing and control systems combine sophisticated electronic hardware and computer software.

The complexity of our sophisticated measurement systems may require costly corrections if design flaws are found .

Our measurement systems combine sophisticated electronic hardware and computer software.

We believe that the sophistication of our systems contributes to their competitive advantage over similar products offered by other system integrators.

31 unchanged sentences

If we cannot provide reasonable assurance with respect to our financial reports and effectively prevent fraud, our operating results could be harmed.

In the past, we experienced a material weakness in our internal control over financial reporting related to deficiencies in our internal control structure arising out of our significant change in size, complexity and structure due to multiple restructurings and acquisitions.

We have since remediated the material weakness through updates to our control activities documentation and process in numerous locations and improved processes related to monitoring of the design and effectiveness of internal controls.

If we fail to maintain the effectiveness of our internal control over financial reporting, including any failure to implement required new or improved controls, or if we experience difficulties in their implementation, our business and operating results could be harmed, we could fail to meet our reporting obligations, and there could be a material adverse effect on our stock price.

Future changes in our environmental liability and compliance obligations may harm our ability to operate or increase costs.

10 unchanged sentences

• make investments, including capital expenditures;

• complete acquisitions;

• engage in transactions with affiliates or subsidiaries;

6 unchanged sentences

subsidiaries.

As of December 31, 2020, $88.8 million of our cash and cash equivalents and short-term investments were held by subsidiaries outside of the United States.

As of December 31, 2021, 87%.of our cash and cash equivalents and short-term investments were held by subsidiaries outside of the United States.

Any repatriation of such funds could incur local withholding tax in the source and intervening foreign jurisdictions.

13 unchanged sentences

and foreign countries in which we operate.

Transfer pricing regulations generally require that transactions between related companies be determined comparable to transactions on an arm’s length basis and that contemporaneous documentation be maintained to support the pricing used.

Transfer pricing regulations generally require that transactions between related companies be determined comparable to transactions on an arm’s

length basis and that contemporaneous documentation be maintained to support the pricing used.

Although transfer pricing standards are generally similar in many of the countries in which we operate, there is still a relatively high degree of uncertainty and inherent subjectivity in complying with these requirements.

36 unchanged sentences

The long-term nature of the United Kingdom’s relationship with the European Union is unclear and there is considerable uncertainty when any relationship will be agreed and established.

Withdrawal from the European Union is controversial in the United Kingdom notwithstanding the 2016 vote.

In January 2020, the United Kingdom and the European Union approved of an agreement between the United Kingdom and the European Union, and the United Kingdom officially departed from the European Union.

On February 1, 2020, the United Kingdom entered into a transition and implementation period, during which all European Union laws regulations, court decisions, trading agreements and other obligations continue to apply to the United Kingdom.

As of January 1, 2021, the United Kingdom and the European Union entered into a Trade and Cooperation Agreement that included a Free Trade Agreement.

At this stage, it is uncertain what the effects of the Trade and Cooperation Agreement will be on our United Kingdom and European operations in fiscal 2021 and beyond, and it is possible that the Trade and Cooperation Agreement or other agreements entered into between the United Kingdom and other jurisdictions could impair our ability to transaction business in the United Kingdom or countries in the European Union.

At this stage, it is uncertain what the effects of Brexit will be on our United Kingdom and European operations in fiscal 2022 and beyond, and it is possible that Brexit could impair our ability to transact business in the United Kingdom or countries in the European Union.

Significant developments from the recent and potential changes in tariffs, trade regulation or other restrictions may adversely impact our business, financial condition and results of operations.

17 unchanged sentences

A change in the security and political situation in Israel and in the economy could have a material adverse effect on our business, operating results and financial condition.

Operational difficulties, including those associated with our new facility in Israel, could adversely impact our business.

In 2019, we entered into a long-term lease for a newly-constructed 121,400 square foot facility in Israel, as part of a strategic initiative to expand the manufacturing capacity of our advance sensors product line.

We have begun to transition certain of our manufacturing operations in Israel into this facility, and we expect to complete this transition in 2021.

Any delay in transitioning our operations could adversely affect our future business and results of operations.

We cannot guarantee that the consolidation of operations in Israel will be completed successfully, without delays or on the terms that we currently expect.

We are subject to foreign currency exchange rate risks which may impact our results of operations.

85 unchanged sentences

• changes in rules or regulations applicable to our business;

• other factors, including economic instability, COVID-19 and changes in political or market conditions.

• other factors, including economic instability, COVID-19, labor shortages, supply chain disruptions and changes in political or market conditions.

A significant drop in our stock price could expose us to costly and time consuming litigation, which could result in substantial costs, and divert management’s attention and resources, resulting in an adverse effect on our business.

4 unchanged sentences

The Vishay Precision Group, Inc.

2010 Stock Incentive Program provides for the grant of equity-based awards, including restricted stock, restricted stock units, stock options, and other equity-based awards to our directors, officers, and other employees, advisors and consultants.

2010 Stock Incentive Program, as may be amended from time to time, provides for the grant of equity-based awards, including restricted stock, restricted stock units, stock options, and other equity-based awards to our directors, officers, and other employees, advisors and consultants.

UNRESOLVED STAFF COMMENTS

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-K

Item 1A. Risk Factors