What changed in this filing

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Item 1. Financial Statements

2022-08-09 compared with 2022-05-10 · 205 added, 80 removed, 417 unchanged (41% of the section changed)

3 unchanged sentences

(In thousands)

April 2, 2022 December 31, 2021

July 2, 2022 December 31, 2021

Current assets:

24 unchanged sentences

(In thousands)

April 2, 2022 December 31, 2021

July 2, 2022 December 31, 2021

Liabilities and equity

29 unchanged sentences

Fiscal quarter ended

April 2, 2022 April 3, 2021

July 2, 2022 July 3, 2021

Net revenues $ 88,618 $ 75,339

2 unchanged sentences

Selling, general, and administrative expenses 25,879 22,453

Acquisition costs — 1,198

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

Restructuring costs 904 —

3 unchanged sentences

Other 3,344 ( 326 )

Other income 110 268

Other income (expense) 2,916 ( 599 )

Income before taxes 13,467 4,325

1 unchanged sentence

Net earnings 10,880 4,063

net loss (earnings) attributable to noncontrolling interests 328 ( 18 )

net earnings attributable to noncontrolling interests 125 143

Net earnings attributable to VPG stockholders $ 10,755 $ 3,920

5 unchanged sentences

VISHAY PRECISION GROUP, INC.

Consolidated Condensed Statements of Operations

(Unaudited - In thousands, except per share amounts)

Six fiscal months ended

July 2, 2022 July 3, 2021

Net revenues $ 176,283 $ 145,928

Costs of products sold 103,699 87,508

Gross profit 72,584 58,420

Selling, general, and administrative expenses 52,553 44,636

Acquisition costs — 1,198

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

Restructuring costs 1,165 —

Operating income 18,866 11,363

Other income (expense):

Interest expense ( 757 ) ( 578 )

Other 3,783 247

Other income (expense) 3,026 ( 331 )

Income before taxes 21,892 11,032

Income tax expense 4,328 2,026

Net earnings 17,564 9,006

net earnings attributable to noncontrolling interests 453 125

Net earnings attributable to VPG stockholders $ 17,111 $ 8,881

Basic earnings per share attributable to VPG stockholders $ 1.25 $ 0.65

Diluted earnings per share attributable to VPG stockholders $ 1.25 $ 0.65

Weighted average shares outstanding - basic 13,643 13,605

Weighted average shares outstanding - diluted 13,684 13,638

See accompanying notes.

VISHAY PRECISION GROUP, INC.

Consolidated Condensed Statements of Comprehensive Income (Loss)

1 unchanged sentence

Fiscal quarter ended

April 2, 2022 April 3, 2021

July 2, 2022 July 3, 2021

Net earnings $ 10,880 $ 4,063

2 unchanged sentences

Pension and other postretirement actuarial items 81 109

Other comprehensive income (loss) ( 7,862 ) 716

Comprehensive income 3,018 4,779

comprehensive income attributable to noncontrolling interests 125 143

Comprehensive income attributable to VPG stockholders $ 2,893 $ 4,636

See accompanying notes.

VISHAY PRECISION GROUP, INC.

Consolidated Condensed Statements of Comprehensive Income (Loss)

(Unaudited - In thousands)

Six fiscal months ended

July 2, 2022 July 3, 2021

Net earnings $ 17,564 $ 9,006

Other comprehensive income (loss):

Foreign currency translation adjustment ( 9,735 ) ( 1,193 )

Pension and other postretirement actuarial items, net of tax 162 318

Other comprehensive loss ( 9,573 ) ( 875 )

Comprehensive income 7,991 8,131

comprehensive income (loss) attributable to noncontrolling interests 328 ( 18 )

comprehensive income attributable to noncontrolling interests 453 125

Comprehensive income attributable to VPG stockholders $ 7,538 $ 8,006

3 unchanged sentences

(Unaudited - In thousands)

Three fiscal months ended

April 2, 2022 April 3, 2021

Six fiscal months ended

July 2, 2022 July 3, 2021

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 7,622 7,108

11 unchanged sentences

Other current liabilities ( 2,059 ) 2,341

Net cash (used in) provided by operating activities ( 273 ) 5,623

Net cash provided by operating activities 8,756 12,378

Investing activities

1 unchanged sentence

Proceeds from sale of property and equipment 380 16

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

Net cash used in investing activities ( 8,435 ) ( 55,509 )

1 unchanged sentence

Principal payments on long-term debt — ( 18 )

Proceeds from revolving facility — 20,000

Distributions to noncontrolling interests ( 284 ) ( 167 )

Payments of employee taxes on certain share-based arrangements ( 435 ) ( 846 )

Net cash used in financing activities ( 681 ) ( 975 )

Net cash (used in) provided by financing activities ( 719 ) 18,969

Effect of exchange rate changes on cash and cash equivalents ( 4,508 ) ( 820 )

10 unchanged sentences

Fiscal quarter ended

April 2, 2022

Stock Class B

7 unchanged sentences

Interests Total

Balance at December 31, 2021 $ 1,322 $ 103 $ ( 8,765 ) $ 199,151 $ 120,296 $ ( 35,008 ) $ 277,099 $ ( 57 ) $ 277,042

Balance at April 2, 2022 $ 1,324 $ 103 $ ( 8,765 ) $ 199,223 $ 126,652 $ ( 36,719 ) $ 281,818 $ 25 $ 281,843

Net earnings — — — — 10,755 — 10,755 125 10,880

Other comprehensive income — — — — — ( 1,711 ) ( 1,711 ) — ( 1,711 )

Other comprehensive loss — — — — — ( 7,862 ) ( 7,862 ) — ( 7,862 )

Share-based compensation expense

3 unchanged sentences

Distributions to noncontrolling interests — — — — — — — ( 38 ) ( 38 )

Balance at April 2, 2022 $ 1,324 $ 103 $ ( 8,765 ) $ 199,223 $ 126,652 $ ( 36,719 ) $ 281,818 $ 25 $ 281,843

Balance at July 2, 2022 $ 1,325 $ 103 $ ( 8,765 ) $ 199,749 $ 137,407 $ ( 44,581 ) $ 285,238 $ 112 $ 285,350

Fiscal quarter ended

April 3, 2021

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

— — — — 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 ) — — — — —

Distribution 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

See accompanying notes.

VISHAY PRECISION GROUP, INC.

Consolidated Condensed Statements of Equity

(Unaudited - In thousands, except share amounts)

Six Fiscal Months Ended July 2, 2022

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, 2021 $ 1,322 $ 103 $ ( 8,765 ) $ 199,151 $ 120,296 $ ( 35,008 ) $ 277,099 $ ( 57 ) $ 277,042

Net earnings — — — — 17,111 — 17,111 453 17,564

Other comprehensive loss

— — — — — ( 9,573 ) ( 9,573 ) — ( 9,573 )

Share-based compensation expense

— — — 1,024 — — 1,024 — 1,024

Restricted stock issuances ( 28,368 shares)

3 — — ( 426 ) — — ( 423 ) — ( 423 )

Distributions to noncontrolling interests — — — — — — — ( 284 ) ( 284 )

Balance at July 2, 2022 $ 1,325 $ 103 $ ( 8,765 ) $ 199,749 $ 137,407 $ ( 44,581 ) $ 285,238 $ 112 $ 285,350

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

— — — — 8,881 — 8,881 125 9,006

Other comprehensive loss — — — — — ( 875 ) ( 875 ) — ( 875 )

4 unchanged sentences

Distribution 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

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

See accompanying notes.

10 unchanged sentences

These financial statements should be read in conjunction with the consolidated financial statements and notes thereto as of December 31, 2021 and 2020 and for each of the three years in the period ended December 31, 2021, included in VPG’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on March 4, 2022.

The results of operations for the fiscal quarter ended April 2, 2022 are not necessarily indicative of the results to be expected for the full year.

The results of operations for the fiscal quarter ended July 2, 2022 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.

7 unchanged sentences

The following table disaggregates net revenue by geographic region from contracts with customers based on net revenues generated by subsidiaries within that geographic location (in thousands) :

Note 2 – Revenues (continued)

Fiscal quarter ended

April 2, 2022 Fiscal quarter ended

April 3, 2021

July 2, 2022 Fiscal quarter ended

Sensors Weighing Solutions Measurement Systems Total Sensors Weighing Solutions Measurement Systems Total

6 unchanged sentences

Total $ 40,280 $ 28,459 $ 19,879 $ 88,618 $ 31,176 $ 31,675 $ 12,488 $ 75,339

Note 2 – Revenues (continued)

Six Fiscal Months Ended July 2, 2022 Six Fiscal Months Ended July 3, 2021

Sensors Weighing Solutions Measurement Systems Total Sensors Weighing Solutions Measurement Systems Total

United States $ 26,475 $ 26,541 $ 21,773 $ 74,789 $ 19,143 $ 25,512 $ 10,857 $ 55,512

United Kingdom 1,810 8,193 459 10,462 1,604 8,775 396 10,775

Other Europe 15,816 19,351 2,999 38,166 13,577 19,830 722 34,129

Israel 15,381 300 — 15,681 11,725 391 — 12,116

Asia 18,548 6,842 1,821 27,211 16,942 8,126 1,882 26,950

Canada — — 9,974 9,974 — 9 6,437 6,446

Total $ 78,030 $ 61,227 $ 37,026 $ 176,283 $ 62,991 $ 62,643 $ 20,294 $ 145,928

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

Fiscal quarter ended

April 2, 2022 April 3, 2021

Fiscal quarter ended Six fiscal months ended

July 2, 2022 July 3, 2021 July 2, 2022 July 3, 2021

Test & Measurement $ 21,483 $ 16,279 $ 39,456 $ 30,695

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, 2021 $ 3,570 $ 4,765

Balance at April 2, 2022 3,415 7,836

Balance at July 2, 2022 2,416 8,407

(Decrease)/increase $ ( 1,154 ) $ 3,642

The amount of revenue recognized during the three fiscal months ended April 2, 2022 that was included in the contract liability balance at December 31, 2021 was $ 1.2 million.

The amount of revenue recognized during the six fiscal months ended July 2, 2022 that was included in the contract liability balance at December 31, 2021 was $ 2.7 million.

Note 3 - Acquisition

4 unchanged sentences

DTS reports into the Company's Measurement 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):

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

Working capital $ 12,494

10 unchanged sentences

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.

The 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.

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

The Company recorded acquisition costs associated with this transaction of $ 1.2 million in the second quarter of 2021, which included legal fees, appraisal fees, investments banker fees and insurance costs.

Included in the results of the operations of the Company, are net revenues of $ 7.7 million from DTS for the fiscal quarter ended April 2, 2022 and net earnings of $ 0.1 million fiscal quarter ended April 2, 2022.

DTS results include amortization of the inventory step-up of $ 0.4 million for the fiscal quarter ended April 2, 2022, and amortization of intangible assets of $ 0.4 million for the fiscal quarter ended April 2, 2022.

Included in the results of the operations of the Company for the fiscal quarter ended July 2, 2022, are net revenues of $ 6.9 million from DTS and a net loss of $ 0.6 million from DTS.

DTS results include amortization of the inventory step-up of $ 0.7 million for the fiscal quarter ended July 2, 2022, and amortization of intangible assets of $ 0.4 million for the fiscal quarter ended July 2, 2022.

Included in the results of the operations of the Company for the six fiscal months ended July 2, 2022 are net revenues of $ 14.6 million from DTS and a net loss of $ 0.5 million from DTS.

DTS results include amortization of the inventory step-up of $ 1.1 million and amortization of intangible assets of $ 0.7 million for the six fiscal months ended July 2, 2022.

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, 2021:

Fiscal quarter ended

April 3, 2021

Fiscal quarter ended Six fiscal months ended

July 3, 2021 July 3, 2021

Pro forma net revenues

$ 80,243 $ 159,164

Pro forma net earnings attributable to VPG stockholders

$ 6,929 $ 12,262

Pro forma basic earnings per share attributable to VPG stockholders

$ 0.51 $ 0.90

Pro forma diluted earnings per share attributable to VPG stockholders

$ 0.51 $ 0.90

Note 4 – Goodwill

1 unchanged sentence

The change in the carrying amount of goodwill by segment is as follows (in thousands):

Total Measurement Systems

Total Measurement Systems Weighing Solutions

KELK Acquisition DSI Acquisition DTS Acquisition Stress-Tek Acquisition

Balance at December 31, 2021 $ 45,830 $ 6,706 $ 16,910 $ 15,903 $ 6,311

Adjustment to goodwill acquired 130 — — 130 —

Foreign currency translation adjustment ( 88 ) ( 58 ) ( 30 ) — —

Balance at April 2, 2022 $ 45,970 $ 6,853 $ 16,903 $ 15,903 $ 6,311

Balance at July 2, 2022 $ 45,872 $ 6,648 $ 16,880 $ 16,033 $ 6,311

Note 5 – Leases

2 unchanged sentences

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

Leases April 2, 2022 December 31, 2021

Leases July 2, 2022 December 31, 2021

Operating lease right of use asset $ 25,783 $ 27,764

2 unchanged sentences

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

April 2, 2022

Operating leases weighted average remaining lease term (in years) 8.09 years

1 unchanged sentence

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

Fiscal quarter ended

April 2, 2022 April 3, 2021

Note 5 - Leases (continued)

Fiscal quarter ended Six Fiscal Months Ended

July 2, 2022 July 3, 2021 July 2, 2022 July 3, 2021

Operating lease cost $ 1,299 $ 1,258 $ 2,609 $ 2,439

3 unchanged sentences

Right of use assets obtained in exchange for new operating lease liability during 2021 were $ 0.5 million.

The Company paid $ 1.3 million and $ 1.2 million for its operating leases for each of the three fiscal months ended April 2, 2022 and April 3, 2021, which are included in operating cash flows on the consolidated condensed statements of cash flows.

Undiscounted maturities of operating lease payments as of April 2, 2022 are summarized as follows (in thousands) :

Note 5 - Leases (continued)

2022 (excluding the three months ended April) $ 3,842

The Company paid $ 2.6 million and $ 2.4 million for its operating leases for each of the six fiscal months ended July 2, 2022 and July 3, 2021, which are included in operating cash flows on the consolidated condensed statements of cash flows.

Undiscounted maturities of operating lease payments as of July 2, 2022 are summarized as follows (in thousands) :

2022 (excluding the six months ended July 2, 2022) $ 2,463

Thereafter 12,421

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 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.

The effective tax rate for the fiscal quarter ended July 2, 2022 was 19.2 % compared to 6.1 % for the fiscal quarter ended July 3, 2021.

The effective tax rate for the six fiscal months ended July 2, 2022 was 19.8 % compared to 18.4 % for the six fiscal months ended July 3, 2021.

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.

11 unchanged sentences

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

April 2, 2022 December 31, 2021

July 2, 2022 December 31, 2021

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

1 unchanged sentence

Total long-term debt $ 60,758 $ 60,714

Note 7 - Long-Term Debt (continued)

Note 8 – Accumulated Other Comprehensive Income (Loss)

6 unchanged sentences

Amounts reclassified from accumulated other comprehensive income 191 162 353

Balance at April 2, 2022 $ ( 32,068 ) $ ( 4,651 ) $ ( 36,719 )

Balance at July 2, 2022 $ ( 40,011 ) $ ( 4,570 ) $ ( 44,581 )

Foreign Currency Translation Adjustment Pension

4 unchanged sentences

Amounts reclassified from accumulated other comprehensive income — 318 318

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

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

Reclassification of foreign currency translation adjustment for the loss on liquidation of subsidiaries is included in other income and expense other (see Note 13) .

3 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 2, 2022 Fiscal quarter ended

April 3, 2021

July 2, 2022 Fiscal quarter ended

Plans Pension

4 unchanged sentences

Net periodic benefit cost $ 154 $ 25 $ 204 $ 31

Six fiscal months ended July 2, 2022 Six fiscal months ended July 3, 2021

Plans Pension

Net service cost $ 165 $ 14 $ 193 $ 18

Interest cost 243 34 206 34

Expected return on plan assets ( 242 ) — ( 194 ) —

Amortization of actuarial losses 146 2 204 10

Net periodic benefit cost $ 312 $ 50 $ 409 $ 62

Note 10 – Share-Based Compensation

The Amended and Restated Vishay Precision Group, Inc.

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 2, 2022, the Company had reserved 308,645 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.

On May 26, 2022, t he Company’s stockholders voted to approve the adoption of the Vishay Precision Group, Inc.

2022 Stock Incentive Plan (the "2022 plan"), which replaced the Amended and Restated Vishay Precision Group, Inc.

2010 Stock Incentive Program (the "previous plan").

The 2022 plan permits issuance of up to 608,000 shares of common stock, which includes approximately 308,000 shares that were reserved for issuance under the previous plan and up to an additional 197,685 additional shares underlying awards outstanding under the previous plan.

At July 2, 2022, the Company had reserved 591,466 shares of common stock for future grants of equity awards (restricted stock, unrestricted stock, restricted stock units ("RSUs"), or stock options) pursuant to the 2022 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.

If shares are withheld for payment of taxes, those shares do not become available for grant under the 2022 plan.

On March 3, 2022 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.

7 unchanged sentences

The performance-based portion of the RSUs will also vest on January 1, 2025, 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 January 1, 2022 and in accordance with the Company's 2017 Non-Employee Director Compensation Plan (the "Director Plan"), the Board of Directors approved the issuance of an aggregate of 595 RSUs to the newly-appointed independent member

Note 10 - Share-Based Compensation (continued)

of the Board of Directors.

This award represented a pro-rated portion of the annual equity grant made to non-executive directors pursuant to the Director Plan.

The aggregate grant-date fair value of this award is immaterial, and the award will vest on the earlier of the 2022 Annual Stockholders Meeting or May 27, 2022, subject to the director's continued service on the Board of Directors.

The aggregate grant-date fair value of this award is immaterial, and the award vested on May 26, 2022, the date of the 2022 Annual Stockholders Meeting.

Note 10 - Share-Based Compensation (continued)

On May 26, 2022 and in accordance with the Company's 2017 Non-Employee Director Compensation Plan, the Board of Directors approved the issuance of an aggregate of 16,534 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 $ 0.5 million and will vest on the earlier of the 2023 Annual Stockholders Meeting or May 26, 2023, subject to the directors' continued service on the Board of Directors.

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

3 unchanged sentences

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

Fiscal quarter ended

April 2, 2022 April 3, 2021

Fiscal quarter ended Six fiscal months ended

July 2, 2022 July 3, 2021 July 2, 2022 July 3, 2021

Restricted stock units $ 527 $ 576 $ 1,024 $ 942

10 unchanged sentences

The following table sets forth reporting segment information.

The reporting segment information reported for the fiscal quarter ended April 3, 2021 has been recast to reflect the new reporting segments adopted by the Company in the fourth quarter of 2021, as described in the consolidated financial statements as of December 31, 2021, included in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 4, 2022 (in thousands) :

The reporting segment information reported for the fiscal quarter and six fiscal months ended July 3, 2021 has been recast to reflect the new reporting segments adopted by the Company in the fourth quarter of 2021, as described in the consolidated financial statements as of December 31, 2021, included in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 4, 2022 (in thousands) :

Note 11 - Segment Information (continued)

Fiscal quarter ended

April 2, 2022 April 3, 2021

Fiscal quarter ended Six fiscal months ended

July 2, 2022 July 3, 2021 July 2, 2022 July 3, 2021

Net revenues:

13 unchanged sentences

Unallocated G&A expenses ( 9,045 ) ( 7,943 ) ( 17,852 ) ( 15,664 )

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

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

Restructuring costs ( 904 ) — ( 1,165 ) —

Operating income $ 10,551 $ 4,924 $ 18,866 $ 11,363

Acquisition costs:

Measurement Systems — ( 1,198 ) — ( 1,198 )

$ — $ ( 1,198 ) $ — $ ( 1,198 )

Impairment of goodwill and indefinite-lived intangibles:

Measurement Systems — ( 1,223 ) — ( 1,223 )

$ — $ ( 1,223 ) $ — $ ( 1,223 )

Restructuring costs:

4 unchanged sentences

The table below summarizes intersegment sales (in thousands) :

Fiscal quarter ended

April 2, 2022 April 3, 2021

Fiscal quarter ended Six fiscal months ended

July 2, 2022 July 3, 2021 July 2, 2022 July 3, 2021

Sensors to Weighing Solutions $ 433 $ 951 $ 822 $ 1,905

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 2, 2022 April 3, 2021

Fiscal quarter ended Six fiscal months ended

July 2, 2022 July 3, 2021 July 2, 2022 July 3, 2021

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 2, 2022 April 3, 2021

Foreign exchange gain $ 554 $ 735

Fiscal quarter ended Six fiscal months ended

July 2, 2022 July 3, 2021 July 2, 2022 July 3, 2021

Foreign exchange gain (loss) $ 3,380 $ ( 174 ) $ 3,934 $ 561

Interest income 80 20 144 65

1 unchanged sentence

Other ( 12 ) ( 29 ) ( 115 ) ( 99 )

$ 3,344 $ ( 326 ) $ 3,783 $ 247

Foreign currency exchange gains 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 the liquidation of two of the Company's European subsidiaries.

For the fiscal quarter and six fiscal months ended July 2, 2022, the change in foreign exchange gains and losses during the period, as compared to the prior year periods, is largely due to exposure to currency fluctuations with the Israeli shekel, the Japanese yen and the British pound.

The change in the dollar-shekel exchange rate resulted in a favorable foreign exchange impact primarily related to the shekel-denominated lease liability for the Sensors facility in Israel.

.Included in Other for the six fiscal months ended July 2, 2022 is a $ 0.2 million loss on the liquidation of two of the Company's European subsidiaries.

Note 14 – Fair Value Measurements

12 unchanged sentences

Inputs Level 3

April 2, 2022

Assets held in rabbi trusts $ 5,477 $ 97 $ 5,380 $ —

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 2, 2022 and December 31, 2021, and company-owned life insurance assets.

Rabbi trust assets consist primarily of marketable securities, classified as available-for-sale money market funds at July 2, 2022 and December 31, 2021, 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.

1 unchanged sentence

The fair value measurement of the cash equivalents held in the rabbi trust are 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 April 2, 2022 and December 31, 2021 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 the long-term debt, excluding capitalized deferred financing costs, at July 2, 2022 and December 31, 2021 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.

4 unchanged sentences

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.

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 the Company's facilities.

The Company recorded $ 0.9 million and $ 0.0 million of restructuring costs during the fiscal quarter ended July 2, 2022 and July 3, 2021, respectively and $ 1.2 million and $ 0.0 million of restructuring costs during the six fiscal months ended July 2, 2022 and July 3, 2021, respectively.

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

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

The accrued restructuring liability balance as of April 2, 2022 and December 31, 2021, respectively, is included in Other accrued expenses in the accompanying consolidated condensed balance sheets (in thousands) :

The accrued restructuring liability balance as of July 2, 2022 and December 31, 2021, respectively, is included in Other accrued expenses in the accompanying consolidated condensed balance sheets (in thousands) :

Balance at December 31, 2021 $ —

1 unchanged sentence

Cash payments ( 616 )

Balance at April 2, 2022 $ 183

Foreign currency translation 8

Balance at July 2, 2022 $ 557

Note 16 – Subsequent Event

On August 8, 2022, the Company announced that its Board of Directors approved a stock repurchase plan, authorizing the Company to repurchase in the aggregate up to 600,000 shares of its outstanding common stock until August 11, 2023.

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