What changed in this filing

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Item 1. Financial Statements

2022-11-08 compared with 2022-08-09 · 91 added, 85 removed, 537 unchanged (25% of the section changed)

3 unchanged sentences

(In thousands)

July 2, 2022 December 31, 2021

October 1, 2022 December 31, 2021

Current assets:

24 unchanged sentences

(In thousands)

July 2, 2022 December 31, 2021

Liabilities and equity

October 1, 2022 December 31, 2021

Liabilities and equity (Unaudited)

Current liabilities:

28 unchanged sentences

Fiscal quarter ended

July 2, 2022 July 3, 2021

October 1, 2022 October 2, 2021

Net revenues $ 90,057 $ 81,974

2 unchanged sentences

Selling, general, and administrative expenses 25,271 24,580

Acquisition costs — 1,198

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

Restructuring costs 165 —

17 unchanged sentences

(Unaudited - In thousands, except per share amounts)

Six fiscal months ended

July 2, 2022 July 3, 2021

Nine fiscal months ended

October 1, 2022 October 2, 2021

Net revenues $ 266,340 $ 227,902

24 unchanged sentences

Fiscal quarter ended

July 2, 2022 July 3, 2021

October 1, 2022 October 2, 2021

Net earnings $ 10,148 $ 5,449

2 unchanged sentences

Pension and other postretirement actuarial items 65 113

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

Other comprehensive loss ( 8,414 ) ( 2,003 )

Comprehensive income 1,734 3,446

5 unchanged sentences

(Unaudited - In thousands)

Six fiscal months ended

July 2, 2022 July 3, 2021

Nine fiscal months ended

October 1, 2022 October 2, 2021

Net earnings $ 27,712 $ 14,455

10 unchanged sentences

(Unaudited - In thousands)

Six fiscal months ended

July 2, 2022 July 3, 2021

Nine fiscal months ended

October 1, 2022 October 2, 2021

Operating activities

3 unchanged sentences

Depreciation and amortization 11,519 11,033

Loss (gain) on sale of property and equipment ( 178 ) 44

Gain on sale of property and equipment ( 182 ) ( 35 )

Reclassification of foreign currency translation adjustment related to disposal of subsidiary 191 —

18 unchanged sentences

Proceeds from revolving facility — 20,000

Purchase of treasury stock ( 1,061 ) —

Distributions to noncontrolling interests ( 366 ) ( 244 )

13 unchanged sentences

Fiscal quarter ended

October 1, 2022

Stock Class B

7 unchanged sentences

Interests Total

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

Net earnings — — — — 10,118 — 10,118 30 10,148

2 unchanged sentences

— — — 559 — — 559 — 559

Restricted stock issuances ( 10,531 shares)

Purchase of treasury stock.

( 32,601 shares)

— — ( 1,061 ) — — — ( 1,061 ) — ( 1,061 )

Distributions to noncontrolling interests — — — — — — — ( 82 ) ( 82 )

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

Balance at October 1, 2022 $ 1,325 $ 103 $ ( 9,826 ) $ 200,308 $ 147,525 $ ( 52,995 ) $ 286,440 $ 60 $ 286,500

Fiscal quarter ended

October 2, 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

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

— — — — 5,379 — 5,379 70 5,449

5 unchanged sentences

Distribution to noncontrolling interests — — — — — — — ( 77 ) ( 77 )

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

Balance at October 2, 2021 $ 1,322 $ 103 $ ( 8,765 ) $ 198,235 $ 114,335 $ ( 35,549 ) $ 269,681 $ ( 15 ) $ 269,666

See accompanying notes.

2 unchanged sentences

(Unaudited - In thousands, except share amounts)

Six Fiscal Months Ended July 2, 2022

Nine Fiscal Months Ended October 1, 2022

Stock Class B

15 unchanged sentences

3 — — ( 426 ) — — ( 423 ) — ( 423 )

Purchase of treasury stock ( 32,601 shares)

— — ( 1,061 ) — — — ( 1,061 ) — ( 1,061 )

Distributions to noncontrolling interests — — — — — — — ( 366 ) ( 366 )

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

Balance at October 1, 2022 $ 1,325 $ 103 $ ( 9,826 ) $ 200,308 $ 147,525 $ ( 52,995 ) $ 286,440 $ 60 $ 286,500

Nine Fiscal Months Ended October 2, 2021

Stock Class B

15 unchanged sentences

Distribution to noncontrolling interests — — — — — — — ( 244 ) ( 244 )

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

Balance at October 2, 2021 $ 1,322 $ 103 $ ( 8,765 ) $ 198,235 $ 114,335 $ ( 35,549 ) $ 269,681 $ ( 15 ) $ 269,666

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 July 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 October 1, 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.

9 unchanged sentences

Fiscal quarter ended

July 2, 2022 Fiscal quarter ended

October 1, 2022 Fiscal quarter ended

October 2, 2021

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

6 unchanged sentences

Total $ 37,879 $ 31,399 $ 20,779 $ 90,057 $ 30,721 $ 30,676 $ 20,577 $ 81,974

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

Nine Fiscal Months Ended October 1, 2022 Nine Fiscal Months Ended October 2, 2021

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

7 unchanged sentences

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

Fiscal quarter ended Six fiscal months ended

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

Fiscal quarter ended Nine fiscal months ended

October 1, 2022 October 2, 2021 October 1, 2022 October 2, 2021

Test & Measurement $ 20,659 $ 15,883 $ 60,115 $ 46,578

17 unchanged sentences

Balance at December 31, 2021 $ 3,570 $ 4,765

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

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

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.

Balance at October 1, 2022 3,621 8,867

Increase $ 51 $ 4,102

The amount of revenue recognized during the nine fiscal months ended October 1, 2022 that was included in the contract liability balance at December 31, 2021 was $ 3.2 million.

Note 3 - Acquisition

21 unchanged sentences

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 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.

Included in the results of the operations of the Company for the fiscal quarter ended October 1, 2022, are net revenues of $ 7.9 million from DTS and a net income of $ 0.2 million from DTS.

DTS results include amortization of the inventory step-up of $ 0.3 million for the fiscal quarter ended October 1, 2022, and amortization of intangible assets of $ 0.4 million for the fiscal quarter ended October 1, 2022.

Included in the results of the operations of the Company for the nine fiscal months ended October 1, 2022 are net revenues of $ 22.5 million from DTS and a net loss of $ 0.3 million from DTS.

DTS results include amortization of the inventory step-up of $ 1.3 million and amortization of intangible assets of $ 1.1 million for the nine fiscal months ended October 1, 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 Six fiscal months ended

July 3, 2021 July 3, 2021

Nine fiscal months ended

October 2, 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

6 unchanged sentences

Foreign currency translation adjustment ( 500 ) ( 446 ) ( 54 ) — —

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

Balance at October 1, 2022 $ 45,460 $ 6,260 $ 16,856 $ 16,033 $ 6,311

Note 5 – Leases

2 unchanged sentences

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

Leases July 2, 2022 December 31, 2021

Leases October 1, 2022 December 31, 2021

Operating lease right of use asset $ 24,737 $ 27,764

2 unchanged sentences

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

October 1, 2022

Operating leases weighted average remaining lease term (in years) 7.94 years

2 unchanged sentences

Note 5 - Leases (continued)

Fiscal quarter ended Six Fiscal Months Ended

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

Fiscal quarter ended Nine Fiscal Months Ended

October 1, 2022 October 2, 2021 October 1, 2022 October 2, 2021

Operating lease cost $ 1,267 $ 1,407 $ 3,876 $ 3,847

3 unchanged sentences

Right of use assets obtained in exchange for new operating lease liability during 2022 were $ 0.7 million.

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

The Company paid $ 3.9 million and $ 3.8 million for its operating leases for each of the nine fiscal months ended October 1, 2022 and October 2, 2021, which are included in operating cash flows on the consolidated condensed statements of cash flows.

Undiscounted maturities of operating lease payments as of October 1, 2022 are summarized as follows (in thousands) :

2022 (excluding the nine months ended October 1, 2022) $ 1,172

Thereafter 12,123

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 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.

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 effective tax rate for the fiscal quarter ended October 1, 2022 was 18.6 % compared to 23.4 % for the fiscal quarter ended October 2, 2021.

The effective tax rate for the nine fiscal months ended October 1, 2022 was 19.4 % compared to 20.3 % for the nine fiscal months ended October 2, 2021.

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.

8 unchanged sentences

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

July 2, 2022 December 31, 2021

October 1, 2022 December 31, 2021

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

1 unchanged sentence

Total long-term debt $ 60,780 $ 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 191 227 418

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

Balance at October 1, 2022 $ ( 48,490 ) $ ( 4,505 ) $ ( 52,995 )

Foreign Currency Translation Adjustment Pension

4 unchanged sentences

Amounts reclassified from accumulated other comprehensive income — 431 431

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

Balance at October 2, 2021 $ ( 28,900 ) $ ( 6,649 ) $ ( 35,549 )

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

5 unchanged sentences

Fiscal quarter ended

July 2, 2022 Fiscal quarter ended

October 1, 2022 Fiscal quarter ended

October 2, 2021

Plans Pension

4 unchanged sentences

Net periodic benefit cost $ 149 $ 25 $ 203 $ 31

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

Nine fiscal months ended October 1, 2022 Nine fiscal months ended October 2, 2021

Plans Pension

9 unchanged sentences

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.

At October 1, 2022, the Company had reserved 590,034 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.

15 unchanged sentences

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.

On July 1, 2022, a non-executive VPG employee was granted an annual equity award in the form of RSU's, of which 50 % are performance-based.

The award has an aggregate grant-date fair value of $ 0.04 million and was comprised of 1,432 RSU's.

The non-performance portion of this award will vest on July 1, 2025, subject to the employees' continued employment.

The performance-based portion of the RSUs will also vest on July 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.

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 Six fiscal months ended

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

Fiscal quarter ended Nine fiscal months ended

October 1, 2022 October 2, 2021 October 1, 2022 October 2, 2021

Restricted stock units $ 559 $ 386 $ 1,583 $ 1,328

10 unchanged sentences

The following table sets forth reporting segment information.

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) :

The reporting segment information reported for the fiscal quarter and nine fiscal months ended October 2, 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 Six fiscal months ended

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

Fiscal quarter ended Nine fiscal months ended

October 1, 2022 October 2, 2021 October 1, 2022 October 2, 2021

Net revenues:

29 unchanged sentences

The table below summarizes intersegment sales (in thousands) :

Fiscal quarter ended Six fiscal months ended

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

Fiscal quarter ended Nine fiscal months ended

October 1, 2022 October 2, 2021 October 1, 2022 October 2, 2021

Sensors to Weighing Solutions $ 542 $ 824 $ 1,364 $ 2,730

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 Six fiscal months ended

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

Fiscal quarter ended Nine fiscal months ended

October 1, 2022 October 2, 2021 October 1, 2022 October 2, 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 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

Fiscal quarter ended Nine fiscal months ended

October 1, 2022 October 2, 2021 October 1, 2022 October 2, 2021

Foreign currency exchange gain (loss) $ 1,261 $ ( 38 ) $ 5,195 $ 522

Interest income 91 151 235 216

3 unchanged sentences

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

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.

For the fiscal quarter and nine fiscal months ended October 1, 2022, the change in foreign currency exchange gains and losses during the period, as compared to the prior year periods, is largely due to exposure of currency fluctuations with the Israeli shekel, the Japanese yen, the Canadian dollar, and the British pound.

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

Included in Other for the nine fiscal months ended October 1, 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

October 1, 2022

Assets held in rabbi trusts $ 5,282 $ 79 $ 5,203 $ —

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 July 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 October 1, 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 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 the long-term debt, excluding capitalized deferred financing costs, at October 1, 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 $ 0.9 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.

The Company recorded $ 0.2 million and $ 0.0 million of restructuring costs during the fiscal quarter ended October 1, 2022 and October 2, 2021, respectively and $ 1.3 million and $ 0.0 million of restructuring costs during the nine fiscal months ended October 1, 2022 and October 2, 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 July 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 October 1, 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 $ —

2 unchanged sentences

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.

Balance at October 1, 2022 $ —

Note 16 – Stockholder's Equity

On August 8, 2022, the Board of Directors (the “Board”) of the Company authorized the repurchase of up to 600,000 shares of the Company’s outstanding common stock (the “Stock Repurchase Plan”).

The Stock Repurchase Plan will expire on August 11, 2023, and the Board authorized purchases thereunder to be made through an issuer repurchase plan adopted under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), open market purchases or private transactions, in accordance with the applicable federal securities laws, including Rule 10b-18 under the Exchange Act.

At October 1, 2022, the Company had repurchased 32,601 shares of its common stock under the Stock Repurchase Plan.

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