Vishay Precision Group, Inc. 10-Q

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Overview VPG is a global, diversified company focused on precision measurement sensing technologies, including specialized sensors, weighing solutions, and measurement systems. Many of our precision measurement sensing products and solutions are “designed-in” by our customers and address growing applications across a diverse array of industries and markets. Our products are marketed under a variety of brand names that we believe are characterized as having a very high level of precision and quality, and we employ an operationally diversified structure to manage our businesses. Driven by the continued proliferation of data generated by the expanding use of sensors across a widening array of industrial and non-industrial applications, precision measurement technologies help ensure and deliver required levels of quality of mission-critical or high-value data. Over the past few years, we have seen a broadening of precision sensing applications in both our traditional industrial markets and new markets, due to the development of higher functionality in our customers' end products. Our precision measurement solutions are used across a wide variety of end markets upon which we focus, including industrial, test and measurement, transportation, steel, medical, agriculture, avionics, military and space, and consumer product applications. The Company has a long heritage of innovation in sensor technologies that provide accuracy, reliability and repeatability that make our customers' products safer, smarter, and more productive. As the functionality of customers products increases, and they integrate more precision measurement sensors and related systems into their solutions in order to link the mechanical and physical world with digital control and/or response, we believe this will offer substantial growth opportunities for our products and expertise. Impact of COVID-19 on Our Business As of May 10, 2022, all of the Company’s facilities are open and operational. Nonetheless, given the ongoing uncertainty concerning the magnitude and duration of the COVID-19 pandemic around the world, any ongoing economic disruption may adversely affect the Company’s business and financial results. Overview of Financial Results VPG reports in three product segments: the Sensors segment, the Weighing Solutions segment, and the Measurement Systems segment. The Sensors reporting segment is comprised of the foil resistor and strain gage operating segments. The Weighing Solutions segment is comprised of specialized modules and systems used to precisely measure weight, force torque, and pressure. The Measurement Systems reporting segment is comprised of highly specialized systems for steel production, materials development, and safety testing. Net revenues for the fiscal quarter ended April 2, 2022 were $87.7 million versus $70.6 million for the comparable prior year period. Net earnings attributable to VPG stockholders for the fiscal quarter ended April 2, 2022 were $6.4 million, or $0.46 per diluted share, versus $5.0 million, or $0.36 per diluted share, for the comparable prior year period. The results of operations for the fiscal quarter ended April 2, 2022 and April 3, 2021 include items affecting comparability as listed in the reconciliations below. The reconciliations below include certain financial measures which are not recognized in accordance with U.S. generally accepted accounting principles ("GAAP"), including adjusted gross profits, adjusted gross profit margin, adjusted operating income, adjusted operating margin, adjusted net earnings, adjusted net earnings per diluted share, EBITDA, and adjusted EBITDA. These non-GAAP measures should not be viewed as an alternative to GAAP measures of performance. Non-GAAP measures such as adjusted gross profits, adjusted gross profit margin, adjusted operating income, adjusted operating margin, adjusted net earnings, adjusted net earnings per diluted share, EBITDA, and adjusted EBITDA do not have uniform definitions. These measures, as calculated by VPG, may not be comparable to similarly titled measures used by other companies. Management believes that these non-GAAP measures are useful to investors because each presents what management views as our core operating results for the relevant period. The adjustments to the applicable GAAP measures relate to occurrences or events that are outside of our core operations, and management believes that the use of these non-GAAP measures provides a consistent basis to evaluate our operating profitability and performance trends across comparable periods. In addition, the Company has historically provided these or similar non-GAAP measures and understands that some investors and financial analysts find this information helpful in analyzing the Company’s performance and in comparing the Company’s financial performance to that of its peer companies and competitors. Management believes that the Company’s non-GAAP measures are regarded as supplemental to its GAAP financial results. -20- Gross Profit Operating Income Net Earnings Attributable to VPG Stockholders Diluted Earnings Per share Three months ended April 2, 2022 April 3, 2021 April 2, 2022 April 3, 2021 April 2, 2022 April 3, 2021 April 2, 2022 April 3, 2021 As reported - GAAP $ 35,250 $ 28,622 $ 8,315 $ 6,439 $ 6,356 $ 4,961 $ 0.46 $ 0.36 As reported - GAAP Margins 40.2 % 40.5 % 9.5 % 9.1 % Acquisition purchase accounting adjustments (a) 371 11 371 11 371 11 0.03 — COVID-19 impact (b) 138 (151) 138 (443) 138 (443) 0.01 (0.03) Start-up costs (c) 150 129 150 129 150 129 0.01 0.01 Restructuring costs — 261 — 261 — 0.02 — Foreign exchange (gain)/loss (d) — — (554) (735) (0.04) (0.05) Less: Tax effect of reconciling items and discrete tax items — — 76 (233) — (0.02) As Adjusted - Non GAAP $ 35,909 $ 28,611 $ 9,235 $ 6,136 $ 6,646 $ 4,156 $ 0.49 $ 0.31 As Adjusted - Non GAAP Margins 41.0 % 40.5 % 10.5 % 8.7 % Three months ended April 2, 2022 April 3, 2021 Net earnings attributable to VPG stockholders $ 6,356 $ 4,961 Interest Expense 329 305 Income tax expense 1,741 1,764 Depreciation 2,853 2,907 Amortization 970 615 EBITDA 12,249 $ 10,552 EBITDA MARGIN 14.0 % 14.9 % Acquisition purchase accounting adjustments (a) 371 11 Restructuring costs 261 — COVID-19 impact (b) 138 (443) Start-up costs (c) 150 129 Foreign exchange (gain)/loss (d) (554) (735) ADJUSTED EBITDA $ 12,615 $ 9,514 ADJUSTED EBITDA MARGIN 14.4 % 13.5 % (a) Acquisition purchase accounting adjustments include fair market value adjustments associated with inventory recorded as a component of costs of products sold. (b) COVID-19 impact is the net impact to the Company of costs incurred as a result of the COVID-19 pandemic, net of government subsidies received. (c) Start-up costs in 2022 and 2021 are associated with the ramp up of our new manufacturing facility in Israel. (d) Impact of foreign currency exchange rates on assets and liabilities. -21- Financial Metrics We utilize several financial measures and metrics to evaluate performance and assess the future direction of our business. These key financial measures and metrics include net revenues, gross profit margin, end-of-period backlog, book-to-bill ratio, and inventory turnover. Gross profit margin is computed as gross profit as a percentage of net revenues. Gross profit is generally net revenues less costs of products sold, but could also include certain other period costs. Gross profit margin is a function of net revenues, but also reflects our cost-cutting programs and our ability to contain fixed costs. End-of-period backlog is one indicator of potential future sales. We include in our backlog only open orders that have been released by the customer for shipment in the next twelve months. If demand falls below customers’ forecasts, or if customers do not control their inventory effectively, they may cancel or reschedule the shipments that are included in our backlog, in many instances without the payment of any penalty. Therefore, backlog is not necessarily indicative of the results expected for future periods. Another important indicator of demand in our industry is the book-to-bill ratio, which is the ratio of the amount of product ordered during a period compared with the amount of product shipped during that period. A book-to-bill ratio that is greater than one indicates that revenues may increase in future periods. Conversely, a book-to-bill ratio that is less than one is an indicator of lower demand and may foretell declining sales. The book-to-bill ratio is also impacted by the timing of orders, particularly from our project-based product lines. We focus on inventory turnover as a measure of how well we manage our inventory. We define inventory turnover for a financial reporting period as our costs of products sold for the four fiscal quarters ending on the last day of the reporting period divided by our average inventory (computed using each quarter-end balance) for this same period. A higher level of inventory turnover reflects more efficient use of our capital. The quarter-to-quarter trends in these financial metrics can also be an important indicator of the likely direction of our business. The following tables show net revenues, gross profit margin, end-of-period backlog, book-to-bill ratio, and inventory turnover for our business as a whole and by segment during the five quarters beginning with the first quarter of 2021 through the first quarter of 2022 (dollars in thousands) : 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter 1st Quarter 2021 2021 2021 2021 2022 Net revenues $ 70,589 $ 75,339 $ 81,974 $ 90,017 $ 87,665 Gross profit margin 40.5 % 39.6 % 38.8 % 38.7 % 40.2 % End-of-period backlog $ 100,700 $ 130,900 $ 146,700 $ 150,500 $ 170,600 Book-to-bill ratio 1.21 1.40 1.21 1.06 1.25 Inventory turnover 2.67 2.64 2.55 2.82 2.69 -22- 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter 1st Quarter 2021 2021 2021 2021 2022 Sensors Net revenues $ 31,815 $ 31,176 $ 30,721 $ 34,149 $ 37,750 Gross profit margin 40.3 % 38.9 % 31.1 % 32.1 % 37.8 % End-of-period backlog $ 47,400 $ 59,200 $ 70,100 $ 72,900 $ 81,300 Book-to-bill ratio 1.19 1.38 1.37 1.11 1.27 Inventory turnover 3.06 2.90 3.14 3.53 3.54 Weighing Solutions Net revenues $ 30,968 $ 31,675 $ 30,676 $ 32,071 $ 32,768 Gross profit margin 38.0 % 37.2 % 37.2 % 34.0 % 36.9 % End-of-period backlog $ 35,700 $ 41,100 $ 42,600 $ 41,800 $ 43,600 Book-to-bill ratio 1.16 1.16 1.06 0.98 1.06 Inventory turnover 2.89 2.78 2.47 2.63 2.61 Measurement Systems Net revenues $ 7,806 $ 12,488 $ 20,577 $ 23,797 $ 17,147 Gross profit margin 51.4 % 47.1 % 52.8 % 54.7 % 51.8 % End-of-period backlog $ 17,600 $ 30,600 $ 34,000 $ 35,800 $ 45,700 Book-to-bill ratio 1.48 2.03 1.18 1.08 1.56 Inventory turnover 1.32 1.85 1.92 2.18 1.68 Net revenues for the first quarter of 2022 decreased 2.6% from the fourth quarter of 2021 mainly due to decreased volume in Measurement Systems reporting segments partially offset by increased volume in the Sensors reporting segment. Net revenues increased 24.2% from the first quarter of 2021 with increased volume primarily from the Sensors and Measurement Systems reporting segments. The increase in the Measurement Systems reporting segment was mainly driven by the revenues from the acquisition of DTS. Net revenues in the Sensors reporting segment increased 10.5% compared to the fourth quarter of 2021 and increased 18.7% from the first quarter of 2021. Sequentially, the increase in revenues reflected revenue growth in our advanced sensors products in Other markets (mainly for consumer and medical applications) and in our General Industrial end markets. The year-over-year increase in revenues was primarily attributable to higher sales of precision resistors in the Test and Measurements market and higher revenue of our advanced sensors products primarily in Other markets (mainly for consumer and medical applications) and in our General Industrial markets. Net revenues in the Weighing Solutions reporting segment increased 2.2% from the fourth quarter of 2021 and increased 5.8% from the first quarter of 2021.The sequential increase in revenues was primarily attributable to higher sales of on-board weighing products in our Transportation market and an increase in our OEM customers in our Other markets mainly for precision agriculture and medical equipment, partially offset by lower sales in the Industrial weighing market for process weighing applications. The year-over-year increase in revenues was primarily attributable to increased revenue to our OEM customers in our Other markets (primarily for construction equipment) and in our Industrial weighing market. Net revenues in the Measurement Systems reporting segment decreased 27.9% from the fourth quarter of 2021 and increased 119.7% from the first quarter of 2021. Sequentially, the decrease in revenue was primarily due to the lower revenue of Dynamic Systems, Inc. ("DSI") and KELK products to the Steel market, and lower revenues for our Diversified Technical Systems, Inc. ("DTS") and Pacific Instruments businesses. The year-over-year increase in revenue was primarily attributable to the addition of revenue for DTS, which was acquired on June 1, 2021, and higher revenue of our Pacific Instruments and KELK businesses. Overall gross profit margin in the first quarter of 2022 increased 1.5% as compared to the fourth quarter of 2021 and decreased 0.3% from the first quarter of 2021. Sequentially, the increase in the gross profit margin in the Sensors and Weighing Solutions reporting segments was partially offset by a decrease in the gross profit margin in the Measurement Systems reporting segment. In the Sensors reporting -23- segment, the gross profit margins increased sequentially due to higher volume and a favorable product mix, partially offset by wage increases. In the Weighing Solutions reporting segment, the sequential increase in gross profit margins was primarily due to higher volume, higher selling prices and a favorable product mix, offset by higher material costs. The sequential decrease in the gross profit margins in the Measurement Systems reporting segment was primarily due to lower revenue and unfavorable product mix. Compared to the first quarter of 2021, the Sensors and Weighing Solutions reporting segments had lower gross profit margins, while the Measurement Systems gross profit margin was flat. The Sensors reporting segment had a lower gross profit margin due to impacts from charges related to start-up costs in our new advanced sensors facility and the impact of COVID-19 in conjunction with unfavorable foreign exchange rates, wage increases, and labor inefficiencies due to the hiring of new personnel, partially offset by higher volume. The Weighing Solutions reporting segment decrease in gross profit margin as compared to 2021 was primarily due to higher material prices, unfavorable foreign exchange rates, and wage increases, partially offset by higher volume. In the Measurement Systems reporting segment, the gross profit margin was flat as compared to the first quarter of 2021. The higher revenue coming from DTS was offset by the impact of charges related to purchase accounting adjustments from the DTS acquisition and the impact of COVID-19. Optimize Core Competence The Company’s core competencies include our innovative, deep technical and applications-specific expertise that adds value to our customers' products, our strong brands and customer relationships, our focus on operational excellence, our ability to select and develop our management teams, and our proven M&A strategy. We continue to optimize all aspects of our development, manufacturing and sales processes, including by increasing our technical sales efforts; continuing to innovate in product performance and design; and refining our manufacturing processes. Our Sensors segment research group developed innovations that enhance the capability and performance of our strain gages, while simultaneously reducing their size and power consumption as part of our advanced sensors product line. We believe this unique foil technology will create new markets as customers “design in” these next generation products in existing and new applications. Our development engineering team is also responsible for creating new processes to further automate manufacturing, and improve productivity and quality. Our advanced sensors manufacturing technology also offers us the capability to produce high-quality foil strain gages in a highly automated environment, which we believe results in reduced manufacturing and lead times, improved quality and increased margins. As a sign of our commitment to these businesses, we signed a long-term lease for a state-of-the-art facility that has been constructed in Israel. We fully transitioned to this facility in the third quarter of fiscal 2021. Our design, research, and product development teams, in partnership with our marketing teams, drive our efforts to bring innovations to market. We intend to leverage our insights into customer demand to continually develop and roll out new, innovative products within our existing lines and to modify our existing core products in ways that make them more appealing, addressing changing customer needs and industry trends in terms of form, fit, and function. We also seek to achieve significant production cost savings through the transfer, expansion, and construction of manufacturing operations in countries such as India, China, and Israel, where we can benefit from improved efficiencies or available tax and other government-sponsored incentives. In the past several years, we incurred restructuring expense related to closing and downsizing of facilities as part of the manufacturing transitions of our load cell products to facilities in India and China, which marked key milestones in our ongoing strategic initiatives to align and consolidate our manufacturing footprint. Acquisition Strategy We expect to continue to make strategic acquisitions where opportunities present themselves to grow and expand our segments. Historically, our growth and acquisition strategy had been largely focused on vertical product integration, using our foil strain gages in our load cell products, and incorporating those products into our weighing solutions. In recent years, we widened our acquisition strategy to include a broader set of precision measurement systems and product companies. We expect to expand our expertise, and our acquisition focus, outside our traditional vertical approach to other precision measurement solutions, including in the fields of measurement of force, weight, pressure, torque, tilt, motion, and acceleration. We believe acquired businesses will benefit from improvements we implement to reduce redundant functions and from our current global manufacturing and distribution footprint. Research and Development Research and development will continue to play a key role in our efforts to introduce innovative products to generate new sales and to improve profitability. We expect to continue to expand our position as a leading supplier of precision foil technology -24- products. We believe our R&D efforts should provide us with a variety of opportunities to leverage technology, products, and our manufacturing base in order to ultimately improve our financial performance. Cost Management To be successful, we believe we must seek new strategies for controlling operating costs. Through automation in our plants, we believe we can optimize our capital and labor resources in production, inventory management, quality control, and warehousing. We are in the process of moving some manufacturing to more cost effective locations. This may enable us to become more efficient and cost competitive, and also maintain tighter controls of the operation. Production transfers, facility consolidations, and other long-term cost-cutting measures require us to initially incur significant severance and other exit costs. We are realizing the benefits of our restructuring through lower labor costs and other operating expenses, and expect to continue reaping these benefits in future periods. However, these programs to improve our profitability also involve certain risks which could materially impact our future operating results, as further detailed in Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 4, 2022. We are evaluating plans to further reduce our costs by consolidating additional manufacturing operations. These plans may require us to incur restructuring and severance costs in future periods. While streamlining and reducing fixed overhead, we are exercising caution so that we will not negatively impact our customer service or our ability to further develop products and processes. Goodwill We test the goodwill in each of our reporting units for impairment at least annually, and whenever events or changes in circumstances occur indicating that a possible impairment may have been incurred. Determining whether to test goodwill for impairment, and the application of goodwill impairment tests, require significant management judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value of each reporting unit. Changes in these estimates could materially affect the determination of fair value for each reporting unit. A slowdown or deferral of orders for a business, with which we have goodwill associated, could impact our valuation of that goodwill. Foreign Currency We are exposed to foreign currency exchange rate risks, particularly due to transactions in currencies other than the functional currencies of certain subsidiaries. U.S. GAAP requires that entities identify the “functional currency” of each of their subsidiaries and measure all elements of the financial statements in that functional currency. A subsidiary’s functional currency is the currency of the primary economic environment in which it operates. In cases where a subsidiary is relatively self-contained within a particular country, the local currency is generally deemed to be the functional currency. However, a foreign subsidiary that is a direct and integral component or extension of the parent company’s operations generally would have the parent company’s currency as its functional currency. We have subsidiaries that fall into each of these categories. Foreign Subsidiaries which use the Local Currency as the Functional Currency Our operations in Europe, Canada, and certain locations in Asia primarily generate and expend cash using local currencies, and accordingly, these subsidiaries utilize the local currency as their functional currency. For those subsidiaries where the local currency is the functional currency, assets and liabilities in the consolidated condensed balance sheets have been translated at the rate of exchange as of the balance sheet date. Translation adjustments do not impact the results of operations and are reported as a separate component of equity. For those subsidiaries where the local currency is the functional currency, revenues and expenses are translated at the average exchange rate for the period. While the translation of revenues and expenses into U.S. dollars does not directly impact the consolidated condensed statement of operations, the translation effectively increases or decreases the U.S. dollar equivalent of revenues generated and expenses incurred in those foreign currencies. Foreign Subsidiaries which use the U.S. Dollar as the Functional Currency Our operations in Israel and certain locations in Asia primarily generate cash in U.S. dollars, and accordingly, these subsidiaries utilize the U.S. dollar as their functional currency. For those foreign subsidiaries where the U.S. dollar is the functional currency, all foreign currency financial statement amounts are remeasured into U.S. dollars. Exchange gains and losses arising from remeasurement of foreign currency-denominated monetary assets and liabilities are included in the results of operations. While these subsidiaries transact most business in U.S. dollars, they may have significant costs, particularly related to payroll, which are incurred in the local currency and significant lease assets and liabilities. -25- Effects of Foreign Exchange Rate on Operations For the fiscal quarter ended April 2, 2022, exchange rates decreased net revenues by $1.5 million, and decreased costs of products sold and selling, general, and administrative expenses by $0.2 million, when compared to the comparable prior year period. -26- Results of Operations Results of operations by reporting segments for the fiscal quarter ended April 3, 2021 have been recast to reflect the new reporting segments as described under Item 7. Overview of Financial Results of our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 4, 2022. Statement of operations’ captions as a percentage of net revenues and the effective tax rates were as follows: Fiscal quarter ended April 2, 2022 April 3, 2021 Costs of products sold 59.8 % 59.5 % Gross profit 40.2 % 40.5 % Selling, general, and administrative expenses 30.4 % 31.4 % Operating income 9.5 % 9.1 % Income before taxes 9.6 % 9.5 % Net earnings 7.6 % 7.0 % Net earnings attributable to VPG stockholders 7.3 % 7.0 % Effective tax rate 20.7 % 26.3 % Net Revenues Net revenues were as follows (dollars in thousands) : Fiscal quarter ended April 2, 2022 April 3, 2021 Net revenues $ 87,665 $ 70,589 Change versus comparable prior year period $ 17,076 Percentage change versus prior year period 24.2 % Changes in net revenues were attributable to the following: vs. prior year quarter Change attributable to: Change in volume 13.1 % Change in average selling prices 2.0 % Foreign currency effects (1.8) % Acquisitions 10.9 % Net change 24.2 % During the fiscal quarter ended April 2, 2022, net revenues increased 24.2% as compared to the comparable prior year period, with increased volume primarily from the Sensors and Measurement Systems reporting segments. The increase in the Measurement Systems reporting segment was mainly driven by the revenues from the acquisition of DTS. -27- Gross Profit Margin Gross profit as a percentage of net revenues was as follows: Fiscal quarter ended April 2, 2022 April 3, 2021 Gross profit margin 40.2 % 40.5 % The gross profit margin for the fiscal quarter ended April 2, 2022 decreased 0.3% as compared to the comparable prior year period with lower gross profit margins in the Sensors and Weighing Solutions reporting segments and flat gross profit margins in the Measurement Systems reporting segment. Segments Analysis of revenues and gross profit margins for each of our reportable segments is provided below. Sensors Net revenues of the Sensors segment were as follows (dollars in thousands) : Fiscal quarter ended April 2, 2022 April 3, 2021 Net revenues $ 37,750 $ 31,815 Change versus comparable prior year period $ 5,935 Percentage change versus prior year period 18.7 % Changes in Sensors segment net revenues were attributable to the following: vs. prior year quarter Change attributable to: Change in volume 18.9 % Change in average selling prices 1.9 % Foreign currency effects (2.1) % Net change 18.7 % Net revenues increased 18.7% for the fiscal quarter ended April 2, 2022, as compared to the comparable prior year period. The year-over-year increase in revenues was primarily attributable to higher sales of precision resistors in the Test and Measurements market and higher revenue of our advanced sensors products primarily in Other markets (mainly for consumer and medical applications) and in our General Industrial markets. Gross profit as a percentage of net revenues for the Sensors segment was as follows: Fiscal quarter ended April 2, 2022 April 3, 2021 Gross profit margin 37.8 % 40.3 % The gross profit margin decreased 2.5% for the fiscal quarter ended April 2, 2022, when compared to the comparable prior year period due to impacts from charges related to start-up costs in our new advanced sensors facility and the impact of COVID-19 in conjunction with unfavorable foreign exchange rates, wage increases, and labor inefficiencies due to the hiring of new personnel, partially offset by higher volume. -28- Weighing Solutions Net revenues of the Weighing Solutions segment were as follows (dollars in thousands) : Fiscal quarter ended April 2, 2022 April 3, 2021 Net revenues $ 32,768 $ 30,968 Change versus comparable prior year period $ 1,800 Percentage change versus prior year period 5.8 % Changes in Weighing Solutions segment net revenues were attributable to the following: vs. prior year quarter Change attributable to: Change in volume 5.3 % Change in average selling prices 2.6 % Foreign currency effects (2.1) % Net change 5.8 % Net revenues increased 5.8% for the fiscal quarter ended April 2, 2022 as compared to the comparable prior year periods. The year-over-year increase in revenues was primarily attributable to increased revenue to our OEM customers in our Other markets (primarily for construction equipment) and in our Industrial weighing market. Gross profit as a percentage of net revenues for the Weighing Solutions segment was as follows: Fiscal quarter ended April 2, 2022 April 3, 2021 Gross profit margin 36.9 % 38.0 % The gross profit margin for the fiscal quarter ended April 2, 2022 decreased 1.1% as compared to the comparable prior year period was primarily due to higher material prices, unfavorable foreign exchange rates, and wage increases, partially offset by higher volume. Measurement Systems Net revenues of the Measurement Systems segment were as follows (dollars in thousands) : Fiscal quarter ended April 2, 2022 April 3, 2021 Net revenues $ 17,147 $ 7,806 Change versus comparable prior year period $ 9,341 Percentage change versus prior year period 119.7 % -29- Changes in Measurement Systems segment net revenues were attributable to the following: vs. prior year quarter Change attributable to: Change in volume 20.4 % Change in average selling prices 0.0 % Foreign currency effects 0.8 % Acquisitions 98.5 % Net change 119.7 % Net revenues increased 119.7% for the fiscal quarter ended April 2, 2022 as compared to the comparable prior year period. The year-over-year increase in revenue was primarily attributable to the addition of revenue for DTS, which was acquired on June 1, 2021, and higher revenue of our Pacific Instruments and KELK businesses. Gross profit as a percentage of net revenues for the Measurement Systems segment were as follows: Fiscal quarter ended April 2, 2022 April 3, 2021 Gross profit margin 51.8 % 51.4 % The gross profit margin for the fiscal quarter ended April 2, 2022 of 51.8% was flat compared to the first quarter of 2021. The increase in volume from DTS was offset by the impact of charges related to purchase accounting adjustments from the DTS acquisition and the impact of COVID-19. Selling, General, and Administrative Expenses Selling, general, and administrative (“SG&A”) expenses are summarized as follows (dollars in thousands) : Fiscal quarter ended April 2, 2022 April 3, 2021 Total SG&A expenses $ 26,674 $ 22,183 As a percentage of net revenues 30.4 % 31.4 % SG&A expenses for the fiscal quarter ended April 2, 2022 increased $4.5 million compared to the comparable prior year periods, with $4.1 million of the increase driven by SG&A expenses from DTS, which was acquired in June of 2021. The remaining increase is from additional SG&A expenses related to wage increases and other costs. Restructuring Costs Restructuring costs reflect the cost reduction programs implemented by the Company. Restructuring costs are expensed during the period in which the Company determines it will incur those costs and all requirements for accrual are met. Because these costs are recorded based upon estimates, actual expenditures for the restructuring activities may differ from the initially recorded costs. If the initial estimates are too low or too high, the Company could be required to either record additional expense in future periods or to reverse part of the previously recorded charges. The Company recorded $0.3 million and $0.0 million of restructuring costs during the fiscal quarter ended April 2, 2022 and April 3, 2021, respectively. Restructuring costs were comprised primarily of employee terminations costs, including severance and statutory retirement allowances, in connection with the closure of one of our facilities. Other Income (Expense) Interest expense for the fiscal quarter ended April 2, 2022 was comparable with interest expense for the fiscal quarter ended April 3, 2021. -30- The following table analyzes the components of the line “Other” on the consolidated condensed statements of operations (in thousands) : Fiscal quarter ended April 2, 2022 April 3, 2021 Change Foreign exchange gain $ 554 $ 735 $ (181) Interest income 64 45 19 Pension expense (76) (137) 61 Other (103) (70) (33) $ 439 $ 573 $ (134) Foreign currency exchange gains and losses represent the impact of changes in foreign currency exchange rates. For the fiscal quarter ended April 2, 2022, 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 and the British pound. Included in Other for the fiscal quarter ended April 2, 2022 is a $0.2 million loss on liquidation of two of the Company's European subsidiaries. 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 April 2, 2022 was 20.7% compared to 26.3% for the fiscal quarter ended April 3, 2021 The tax rate for the fiscal quarter ended April 2, 2022 is lower than the prior year period primarily due to the reduction of the valuation allowance on certain tax credits. On December 28, 2021, the United States Treasury Department and the Internal Revenue Service issued final regulations relating to the foreign tax credit and clarifying the rules relating to foreign derived intangible income. These new regulations apply to tax years beginning on or after December 28, 2021. The Company is still in the process of analyzing the potential tax impact that these regulations could have on the Company’s tax position. 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. In anticipation of such challenges, the Company has established reserves for tax-related uncertainties. These liabilities are based on the Company’s best estimate of the potential tax exposures in each respective jurisdiction. It may take a number of years for a final tax liability in a jurisdiction to be determined, particularly in the event of an audit. If an uncertain matter is determined favorably, there could be a reduction in the Company’s tax expense. An unfavorable determination could increase tax expense and could require a cash payment, including interest and penalties. -31- Financial Condition, Liquidity, and Capital Resources We believe that our current cash and cash equivalents, credit facilities and projected cash from operations will be sufficient to meet our liquidity needs for at least the next 12 months. On March 20, 2020, the Company entered into a Third Amended and Restated Credit Agreement (the “2020 Credit Agreement”) among the Company, the lenders named therein, Citizens Bank, National Association and Wells Fargo Bank, National Association as joint lead arrangers and JPMorgan Chase Bank, National Association as agent for such lenders (the “Agent”), pursuant to which the terms of the Company’s multi-currency, secured credit facility were revised to provide a secured revolving facility (the “2020 Revolving Facility”) in an aggregate principal amount of $75.0 million, with a sublimit of $10.0 million which can be used for letters of credit for the account of the Company or its subsidiaries that are parties to the Credit Agreement. The proceeds of the 2020 Revolving Facility may be used on an ongoing basis for working capital and general corporate purposes. The aggregate principal amount of the 2020 Revolving Facility may be increased by a maximum of $25.0 million upon the request of the Company, subject to the terms of the 2020 Credit Agreement. The 2020 Credit Agreement terminates on March 20, 2025. Interest payable on amounts borrowed under the 2020 Revolving Facility is based upon, at the Company’s option, (1) the greatest of: the Agent’s prime rate, the Federal Funds rate, or a LIBOR floor (the “Base Rate”), or (2) LIBOR or CDOR plus a specified margin. An interest margin of 0.25% is added to Base Rate loans. Depending upon the Company’s leverage ratio, an interest rate margin ranging from 1.50% to 2.75% per annum is added to the applicable LIBOR or CDOR rate to determine the interest payable on the LIBOR or CDOR loans. The Company is required to pay a quarterly fee of 0.25% per annum to 0.40% per annum on the unused portion of the 2020 Revolving Facility, which is determined based on the Company’s leverage ratio each quarter. Additional customary fees apply with respect to letters of credit. The obligations of the Company under the 2020 Credit Agreement are secured by pledges of stock in certain domestic and foreign subsidiaries, as well as guarantees by substantially all of the Company’s domestic subsidiaries. The obligations of the Company and the guarantors under the 2020 Credit Agreement are secured by substantially all the assets (excluding real estate) of the Company and such guarantors. The 2020 Credit Agreement restricts the Company from paying cash dividends and requires the Company to comply with other customary covenants, representations, and warranties, including the maintenance of specific financial ratios. The financial maintenance covenants include an interest coverage ratio and a leverage ratio. The Company was in compliance with its financial maintenance covenants at December 31, 2021. If the Company is not in compliance with any of these covenant restrictions, the credit facility could be terminated by the lenders, and all amounts outstanding pursuant to the credit facility could become immediately payable. Our business has historically generated significant cash flow, however, in the first quarter of 2022, our working capital needs, driven by our high backlog, impacted our cash from operation. For the three fiscal months ended April 2, 2022, cash used in operating activities was $0.3 million compared to cash provided by operations of $5.6 million in the comparable prior year period. Our net cash used in investing activities for the three fiscal months ended April 2, 2022 was lower compared to the prior year period mainly due to slightly lower capital spending. Our net cash used in financing activities for the three fiscal months ended April 2, 2022 was comparable to prior year period. Approximately 89% and 87% of our cash and cash equivalents balance at April 2, 2022 and December 31, 2021, respectively, was held by our non-U.S. subsidiaries. See the following table for the percentage of cash and cash equivalents, by region, at April 2, 2022 and December 31, 2021: April 2, 2022 December 31, 2021 Israel 20 % 25 % Asia 27 % 24 % Europe 18 % 18 % United States 11 % 13 % United Kingdom 13 % 12 % Canada 11 % 8 % 100 % 100 % We earn a significant amount of our operating income outside the United States, and we consider the majority of the undistributed earnings of our foreign subsidiaries to be indefinitely reinvested, as of April 2, 2022. As a result, as discussed above, a significant portion of our cash and short-term investments are held by foreign subsidiaries. The Company will continue to evaluate its cash needs. However, we currently do not intend, nor do we foresee a need, to repatriate funds in excess of what -32- is already planned. The Company will evaluate the possibility of repatriating future cash provided such repatriation can be accomplished in a tax efficient manner. In addition, we expect existing domestic cash, short-term investments, and cash flows from operations to continue to be sufficient to fund our domestic operating activities and cash commitments for investing and financing activities, such as debt repayment and capital expenditures, for at least the next 12 months and thereafter for the foreseeable future. If we should require more capital in the United States than is generated by our domestic operations, for example, to fund significant discretionary activities, such as business acquisitions, we could elect to repatriate future earnings from foreign jurisdictions or raise capital in the United States through debt or equity issuances. These alternatives could result in higher tax expense, increased interest expense, or dilution of our earnings. Adjusted free cash flow generated during the three fiscal months ended April 2, 2022, was $(4.6) million. We refer to the amount of cash provided by operating activities ($(0.3) million) in excess of our capital expenditures ($4.3 million) and net of proceeds from the sale of assets ($0.0 million) as “adjusted free cash flow.” The following table summarizes the components of net cash at April 2, 2022 and December 31, 2021 (in thousands) : April 2, 2022 December 31, 2021 Cash and cash equivalents $ 78,181 $ 84,335 Third-party debt, including current and long-term: Revolving debt 61,000 61,000 Deferred financing costs (264) (286) Total third-party debt 60,736 60,714 Net cash $ 17,445 $ 23,621 Measurements such as “adjusted free cash flow” and “net cash" do not have uniform definitions and are not recognized in accordance with U.S. GAAP. Such measures should not be viewed as alternatives to GAAP measures of performance or liquidity. However, management believes that “adjusted free cash flow” is a meaningful measure of our ability to fund acquisitions, and that an analysis of “net cash” assists investors in understanding aspects of our cash and debt management. These measures, as calculated by us, may not be comparable to similarly titled measures used by other companies. Our financial condition as of April 2, 2022 remains strong, with a current ratio (current assets to current liabilities) of 4.0 to 1.0, as compared to a ratio of 3.6 to 1.0 at December 31, 2021. Cash paid for property and equipment for the three fiscal months ended April 2, 2022 was $4.3 million compared to $5.7 million in the comparable prior year period. As of April 2, 2022 and December 31, 2021, we did not have any off-balance sheet arrangements. -33- Safe Harbor Statement From time to time, information provided by us, including, but not limited to, statements in this report, or other statements made by or on our behalf, may contain or constitute "forward-looking" information within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements involve a number of risks, uncertainties, and contingencies, many of which are beyond our control, which may cause actual results, performance, or achievements to differ materially from those anticipated. Such statements are based on current expectations only, and are subject to certain risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, expected, estimated, or projected. Among the factors that could cause actual results to materially differ include: general business and economic conditions; impact of inflation, global labor and supply chain challenges; difficulties or delays in identifying, negotiating and completing acquisitions and integrating acquired companies; the inability to realize anticipated synergies and expansion possibilities; difficulties in new product development; changes in competition and technology in the markets that we serve and the mix of our products required to address these changes; changes in foreign currency exchange rates; political, economic, health (including the COVID-19 pandemic) and military instability in the countries in which we operate; difficulties in implementing our cost reduction strategies, such as underutilization of production facilities, labor unrest or legal challenges to our lay-off or termination plans, operation of redundant facilities due to difficulties in transferring production to achieve efficiencies; significant developments from the recent and potential changes in tariffs and trade regulation; our efforts and efforts by governmental authorities to mitigate the COVID-19 pandemic, such as travel bans, shelter-in-place orders and business closures and the related impact on resource allocations, manufacturing and supply chains; our status as a “critical”, “essential” or “life-sustaining” business in light of COVID-19 business closure laws, orders and guidance being challenged by a governmental body or other applicable authority; our ability to execute our new corporate strategy and business continuity, operational and budget plans; and other factors affecting our operations, markets, products, services, and prices that are set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. -34- Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK There have been no material changes in the market risks previously disclosed in Part II, Item 7A “Quantitative and Qualitative Disclosures About Market Risk” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on March 4, 2022.