What changed in this filing

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Item 1. Financial Statements

2024-05-07 compared with 2023-11-07 · 125 added, 209 removed, 399 unchanged (46% of the section changed)

3 unchanged sentences

(In thousands)

September 30, 2023 December 31, 2022

March 30, 2024 December 31, 2023

Current assets:

Cash and cash equivalents $ 83,016 $ 83,965

Short term investment 1,000 —

Accounts receivable, net 52,184 56,438

22 unchanged sentences

(In thousands)

September 30, 2023 December 31, 2022

March 30, 2024 December 31, 2023

Liabilities and equity (Unaudited)

5 unchanged sentences

Current portion of operating lease liabilities 4,090 4,004

Current portion of long-term debt 31,885 —

Total current liabilities 91,458 61,624

Long-term debt, less current portion 53,827 60,799

Long-term debt — 31,856

Deferred income taxes 3,478 3,490

19 unchanged sentences

Fiscal quarter ended

September 30, 2023 October 1, 2022

Net revenues $ 85,854 $ 90,057

Costs of products sold 49,919 52,737

Gross profit 35,935 37,320

Selling, general, and administrative expenses 26,558 25,271

Restructuring costs 1,153 165

Operating income 8,224 11,884

Other income (expense):

Interest expense ( 1,119 ) ( 636 )

Other 1,671 1,223

Other income 552 587

Income before taxes 8,776 12,471

Income tax expense 2,419 2,323

Net earnings 6,357 10,148

net earnings attributable to noncontrolling interests 77 30

Net earnings attributable to VPG stockholders $ 6,280 $ 10,118

Basic earnings per share attributable to VPG stockholders $ 0.46 $ 0.74

Diluted earnings per share attributable to VPG stockholders $ 0.46 $ 0.74

Weighted average shares outstanding - basic 13,600 13,649

Weighted average shares outstanding - diluted 13,686 13,708

See accompanying notes.

VISHAY PRECISION GROUP, INC.

Consolidated Condensed Statements of Operations

(Unaudited - In thousands, except per share amounts)

Nine fiscal months ended

September 30, 2023 October 1, 2022

March 30, 2024 April 1, 2023

Net revenues $ 80,783 $ 88,864

11 unchanged sentences

Net earnings 5,832 6,982

net earnings attributable to noncontrolling interests 210 483

net (loss) earnings attributable to noncontrolling interests ( 59 ) 18

Net earnings attributable to VPG stockholders $ 5,891 $ 6,964

8 unchanged sentences

Fiscal quarter ended

September 30, 2023 October 1, 2022

Net earnings $ 6,357 $ 10,148

Other comprehensive income (loss), net of tax:

Foreign currency translation adjustment ( 3,653 ) ( 8,479 )

Pension and other postretirement actuarial items — 65

Other comprehensive loss ( 3,653 ) ( 8,414 )

Comprehensive income 2,704 1,734

comprehensive income attributable to noncontrolling interests 77 30

Comprehensive income attributable to VPG stockholders $ 2,627 $ 1,704

See accompanying notes.

VISHAY PRECISION GROUP, INC.

Consolidated Condensed Statements of Comprehensive Income (Loss)

(Unaudited - In thousands)

Nine fiscal months ended

September 30, 2023 October 1, 2022

March 30, 2024 April 1, 2023

Net earnings $ 5,832 $ 6,982

2 unchanged sentences

Pension and other postretirement actuarial items ( 2 ) 3

Other comprehensive loss ( 3,829 ) ( 17,987 )

Other comprehensive (loss) income ( 4,894 ) 1,505

Comprehensive income 938 8,487

comprehensive income attributable to noncontrolling interests 210 483

comprehensive (loss) income attributable to noncontrolling interests ( 59 ) 18

Comprehensive income attributable to VPG stockholders $ 997 $ 8,469

3 unchanged sentences

(Unaudited - In thousands)

Nine fiscal months ended

September 30, 2023 October 1, 2022

Three fiscal months ended

March 30, 2024 April 1, 2023

Operating activities

3 unchanged sentences

Gain on sale of property and equipment ( 149 ) —

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

Share-based compensation expense 661 681

14 unchanged sentences

Proceeds from sale of property and equipment 341 —

Purchase of short term investment ( 1,000 ) —

Net cash used in investing activities ( 2,232 ) ( 3,501 )

Financing activities

Payments on revolving facility ( 7,000 ) —

Purchase of treasury stock ( 2,755 ) —

3 unchanged sentences

Effect of exchange rate changes on cash and cash equivalents ( 1,477 ) 622

Increase (decrease) in cash and cash equivalents 6,070 ( 4,425 )

(Decrease) increase in cash and cash equivalents ( 949 ) 4,719

Cash and cash equivalents at beginning of period 83,965 88,562

2 unchanged sentences

Capital expenditures accrued but not yet paid $ 1,480 $ 806

Supplemental disclosure of financing transactions:

Excise tax on net share repurchases accrued but not yet paid $ 15 —

See accompanying notes.

3 unchanged sentences

Fiscal quarter ended

September 30, 2023

Stock Class B

Common Stock Treasury Stock Capital in

Par Value Retained

Earnings Accumulated

Comprehensive

Loss Total VPG Inc.

Stockholders'

Equity Noncontrolling

Interests Total

Balance at July 1, 2023 $ 1,330 $ 103 $ ( 11,924 ) $ 201,611 $ 171,559 $ ( 41,076 ) $ 321,603 $ 62 $ 321,665

Net earnings — — — — 6,280 — 6,280 77 6,357

Other comprehensive loss — — — — — ( 3,653 ) ( 3,653 ) — ( 3,653 )

Share-based compensation expense

— — — 656 — — 656 — 656

Purchase of treasury stock.

( 22,894 shares)

— — ( 776 ) — — — ( 776 ) — ( 776 )

Distributions to noncontrolling interests — — — — — — — ( 92 ) ( 92 )

Balance at September 30, 2023 $ 1,330 $ 103 $ ( 12,700 ) $ 202,267 $ 177,839 $ ( 44,729 ) $ 324,110 $ 47 $ 324,157

Fiscal quarter ended

October 1, 2022

Stock Class B

Common Stock Treasury Stock Capital in

Par Value Retained

Earnings Accumulated

Comprehensive

Loss Total VPG Inc.

Stockholders'

Equity Noncontrolling

Interests Total

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

— — — — 10,118 — 10,118 30 10,148

Other comprehensive loss — — — — — ( 8,414 ) ( 8,414 ) — ( 8,414 )

Share-based compensation expense

— — — 559 — — 559 — 559

Purchase of treasury stock ( 32,601 shares)

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

Distribution to noncontrolling interests — — — — — — — ( 82 ) ( 82 )

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

See accompanying notes.

VISHAY PRECISION GROUP, INC.

Consolidated Condensed Statements of Equity

(Unaudited - In thousands, except share amounts)

Nine Fiscal Months Ended September 30, 2023

March 30, 2024

Stock Class B

3 unchanged sentences

Comprehensive

Loss Total VPG Inc.

Income (Loss) Total VPG Inc.

Stockholders'

4 unchanged sentences

Other comprehensive loss — — — — — ( 4,894 ) ( 4,894 ) — ( 4,894 )

— — — — — ( 3,829 ) ( 3,829 ) — ( 3,829 )

Share-based compensation expense

4 unchanged sentences

— — ( 2,755 ) — — — ( 2,755 ) — ( 2,755 )

Excise tax on net share repurchases — — ( 15 ) — — — ( 15 ) — ( 15 )

Distributions to noncontrolling interests — — — — — — — ( 32 ) ( 32 )

Balance at September 30, 2023 $ 1,330 $ 103 $ ( 12,700 ) $ 202,267 $ 177,839 $ ( 44,729 ) $ 324,110 $ 47 $ 324,157

Nine Fiscal Months Ended October 1, 2022

Balance at March 30, 2024 $ 1,334 $ 103 $ ( 20,230 ) $ 202,475 $ 187,957 $ ( 43,763 ) $ 327,876 $ ( 8 ) $ 327,868

Fiscal quarter ended

April 1, 2023

Stock Class B

3 unchanged sentences

Comprehensive

Loss Total VPG Inc.

Income (Loss) Total VPG Inc.

Stockholders'

3 unchanged sentences

— — — — 6,964 — 6,964 18 6,982

Other comprehensive loss — — — — — ( 17,987 ) ( 17,987 ) — ( 17,987 )

Other comprehensive income — — — — — 1,505 1,505 — 1,505

Share-based compensation expense

2 unchanged sentences

3 — — ( 780 ) — — ( 777 ) — ( 777 )

Purchase of treasury stock ( 32,601 shares)

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

Distribution to noncontrolling interests — — — — — — — ( 20 ) ( 20 )

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

Balance at April 1, 2023 $ 1,328 $ 103 $ ( 11,504 ) $ 201,065 $ 163,323 $ ( 39,395 ) $ 314,920 $ ( 27 ) $ 314,893

See accompanying notes.

3 unchanged sentences

Vishay Precision Group, Inc.

(“VPG” or the “Company”) is a global, diversified company focused on precision measurement and sensing technologies that help power the future by bridging the physical world with the digital one.

(“VPG” or the “Company”) is a global leader in precision measurement and sensing technologies that help power the future by bridging the physical world with the digital one.

Many of our specialized sensors, weighing solutions, and measurement systems are “designed-in” by our customers, and address growing applications across a diverse array of industries and markets.

3 unchanged sentences

The information furnished reflects all normal recurring adjustments which are, in the opinion of management, necessary for a fair summary of the financial position, results of operations, and cash flows for the interim periods presented.

These financial statements should be read in conjunction with the consolidated financial statements and notes thereto as of December 31, 2022 and 2021 and for each of the three years in the period ended December 31, 2022, included in VPG’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 1, 2023.

The results of operations for the fiscal quarter ended September 30, 2023 are not necessarily indicative of the results to be expected for the full year.

These financial statements should be read in conjunction with the consolidated financial statements and notes thereto as of December 31, 2023 and 2022 and for each of the three years in the period ended December 31, 2023, included in VPG’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 29, 2024.

The results of operations for the fiscal quarter ended March 30, 2024 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.

The four fiscal quarters in 2024 and 2023 end on the following dates:

Quarter 1 April 1, April 2,

Quarter 2 July 1, July 2,

Quarter 3 September 30, October 1,

Quarter 1 March 30, April 1,

Quarter 2 June 29, July 1,

Quarter 3 September 28, September 30,

Quarter 4 December 31, December 31,

Reclassifications

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

Recent Accounting Pronouncements

The Company evaluates the applicability and impact of all Accounting Standards Updates ("ASUs") issued by the Financial Accounting Standards Board ("FASB").

Recent accounting pronouncements not yet adopted:

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

The ASU expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly reviewed by the chief operating decision maker ("CODM") and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets.

The ASU also allows, in addition to the measure that is most consistent with U.S.

GAAP, the disclosure of additional measures of segment profit or loss that are used by the CODM in assessing segment performance and deciding how to allocate resources.

The ASU is effective for the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and subsequent interim periods, with early adoption permitted.

The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

This ASU requires disclosure of specific categories in the rate reconciliation and additional information for reconciling items that meet a quantitative threshold.

The amendment also includes other changes to improve the effectiveness of income tax disclosures, including further disaggregation of income taxes paid for individually significant jurisdictions.

This ASU is effective for annual periods beginning after December 15, 2024.

Adoption of this ASU should be applied on a prospective basis.

Early adoption is permitted.

The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

Note 2 – Revenues

1 unchanged sentence

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

September 30, 2023 Fiscal quarter ended

October 1, 2022

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

United States $ 11,860 $ 12,622 $ 15,520 $ 40,002 $ 12,992 $ 14,671 $ 13,065 $ 40,728

United Kingdom 1,119 4,128 90 5,337 752 4,090 55 4,897

Other Europe 7,176 9,077 703 16,956 7,740 8,714 986 17,440

Israel 4,773 89 — 4,862 7,447 101 — 7,548

Asia 7,604 3,054 2,899 13,557 8,948 3,815 2,462 15,225

Canada — — 5,140 5,140 — 8 4,211 4,219

Total $ 32,532 $ 28,970 $ 24,352 $ 85,854 $ 37,879 $ 31,399 $ 20,779 $ 90,057

Nine Fiscal Months Ended September 30, 2023 Nine Fiscal Months Ended October 1, 2022

March 30, 2024 Fiscal quarter ended

April 1, 2023

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

United States $ 9,879 $ 11,328 $ 11,443 $ 32,650 $ 12,674 $ 14,879 $ 10,661 $ 38,214

United Kingdom 2,845 11,961 261 15,067 2,562 12,283 514 15,359

Germany 7,539 2,251 2,282 12,072 9,488 2,834 3,137 15,459

Other Europe 1,536 11,979 144 13,659 1,333 10,993 129 12,455

4 unchanged sentences

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

Fiscal quarter ended Nine fiscal months ended

September 30, 2023 October 1, 2022 September 30, 2023 October 1, 2022

Fiscal quarter ended

March 30, 2024 April 1, 2023

Test & Measurement $ 15,650 $ 18,664

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, 2023 $ 2,989 $ 8,712

Balance at September 30, 2023 3,449 8,766

(Decrease) increase $ ( 541 ) $ 783

The amount of revenue recognized during the nine fiscal months ended September 30, 2023 that was included in the contract liability balance at December 31, 2022 was $ 7.3 million.

Balance at March 30, 2024 4,614 7,984

Increase (decrease) $ 1,625 $ ( 728 )

The amount of revenue recognized during the three fiscal months ended March 30, 2024 that was included in the contract liability balance at December 31, 2023 was $ 3.7 million.

Note 3 – Goodwill

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

The Company's required goodwill and indefinite-lived asset annual impairment test is completed as of the first day of the fourth fiscal quarter each year.

In 2023, the results of the quantitative impairment test for the Dynamic Systems Inc.

("DSI") and Diversified Technical Systems Inc.

(“DTS”) reporting units indicated that the fair value of both reporting units exceeded their carrying values, and therefore no impairment was recognized.

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

3 unchanged sentences

Foreign currency translation adjustment $ ( 181 ) $ ( 171 ) $ ( 10 ) $ — $ —

Balance at September 30, 2023 $ 45,579 $ 6,352 $ 16,883 $ 16,033 $ 6,311

Balance at March 30, 2024 $ 45,553 $ 6,317 $ 16,892 $ 16,033 $ 6,311

Note 4 – Leases

The Company primarily leases office and manufacturing facilities in addition to vehicles, which have remaining terms of less than one year to thirteen years .

The Company primarily leases office and manufacturing facilities in addition to vehicles, which have remaining terms of less than one year to twelve years, seven months .

The Company has no finance leases.

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

Leases September 30, 2023 December 31, 2022

Leases March 30, 2024 December 31, 2023

Operating lease right of use asset $ 26,927 $ 26,953

2 unchanged sentences

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

September 30, 2023

March 30, 2024

Operating leases weighted average remaining lease term (in years) 7.61 years

1 unchanged sentence

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

Note 4 - Leases (continued)

Fiscal quarter ended Nine Fiscal Months Ended

September 30, 2023 October 1, 2022 September 30, 2023 October 1, 2022

Fiscal quarter ended

March 30, 2024 April 1, 2023

Operating lease cost $ 1,383 $ 1,244

2 unchanged sentences

Total net lease cost $ 1,288 $ 1,190

Right of use assets obtained in exchange for new operating lease liability during the nine fiscal months ended September 30, 2023 were $ 6.4 million.

The Company paid $ 3.8 million and $ 3.9 million for its operating leases for each of the nine fiscal months ended September 30, 2023 and October 1, 2022, which are included in operating cash flows on the consolidated condensed statements of cash flows.

Undiscounted maturities of operating lease payments as of September 30, 2023 are summarized as follows (in thousands) :

2023 (excluding the nine months ended September 30, 2023) $ 1,259

Right of use assets obtained in exchange for new operating lease liability during the three fiscal months ended March 30, 2024 were $ 1.2 million.

The Company paid $ 1.4 million and $ 1.2 million for its operating leases for each of the three fiscal months ended March 30, 2024 and April 1, 2023, which are included in operating cash flows on the consolidated condensed statements of cash flows.

Note 4 - Leases (continued)

Undiscounted maturities of operating lease payments as of March 30, 2024 are summarized as follows (in thousands) :

2024 (excluding the three months ended March 30, 2024) $ 3,821

Thereafter 11,986

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 was 27.6 % and 18.6 % for the fiscal quarter ended September 30, 2023, and October 1, 2022, respectively.

The effective tax rate for the fiscal quarter ended September 30, 2023 differs from the federal statutory rate of 21% due to foreign income taxed at different tax rates and changes in our valuation allowance on deferred tax assets.

The effective tax rate for the fiscal quarter ended October 1, 2022 differs from the federal statutory rate of 21% due to foreign income taxed at different tax rates and changes in our valuation allowance on deferred tax assets.

The effective tax rate was 28.4 % and 24.1 % for the fiscal quarter ended March 30, 2024, and April 1, 2023, respectively.

The effective tax rate for the fiscal quarter ended March 30, 2024 differs from the federal statutory rate of 21% due to foreign income taxed at different tax rates and changes in our valuation allowance on deferred tax assets.

The effective tax rate for the fiscal quarter ended April 1, 2023 differs from the federal statutory rate of 21% due to foreign income taxed at different tax rates and changes in our valuation allowance on deferred tax assets.

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) :

September 30, 2023 December 31, 2022

March 30, 2024 December 31, 2023

2020 Credit Agreement - Revolving Facility $ 32,000 $ 32,000

1 unchanged sentence

Total long-term debt $ 31,885 $ 31,856

On May 5, 2023, the Company entered into Amendment No.

1 to Third Amended and Restated Credit Agreement (the “Credit Agreement Amendment”), by and among the Company, the lenders named therein, Citizens Bank, National Association and

current portion 31,885 —

Long-term debt, less:

current portion $ — $ 31,856

2020 Credit Agreement

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

Note 6 - Long-Term Debt (continued)

Wells Fargo Bank, National Association as joint lead arrangers and JPMorgan Chase Bank, National Association as agent for such lenders.

The Credit Agreement Amendment amends the Third Amended and Restated Credit Agreement, dated March 20, 2020, by and 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.

$ 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.

Because the Credit Agreement expires less than one year from the end of the first fiscal quarter of 2024, the outstanding balance of long-term debt in the amount of $ 31.885 million has been reclassified as a current liability.

On May 5, 2023, the Company entered into Amendment No.

1 to Third Amended and Restated Credit Agreement (the “Credit Agreement Amendment”) amending the Third Amended and Restated Credit Agreement, dated March 20, 2020.

The primary purpose of the changes made in the Credit Agreement Amendment were to update the interest rate provisions to replace LIBOR with SOFR for U.S.

dollar denominated loans as well as update the other applicable reference borrowing rates for foreign currency loans which took effect on June 15, 2023.

There was no material impact in interest expense or the loan balance as a result of the rate change.

Interest payable on amounts borrowed under the 2020 Revolving Facility, taking into account the effect of the Credit Agreement Amendment, is based upon the following:

(a) for revolving credit loans denominated in US Dollars, the SOFR rate plus applicable credit spread;

and (b) for revolving credit loans denominated in foreign currencies, at other applicable local reference rates plus an interest margin.

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 SOFR rate to determine the interest payable on the SOFR 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.

Note 7 - Accumulated Other Comprehensive Income (Loss)

6 unchanged sentences

Amounts reclassified from accumulated other comprehensive income — ( 2 ) ( 2 )

Balance at September 30, 2023 $ ( 45,320 ) $ 591 $ ( 44,729 )

Balance at March 30, 2024 $ ( 44,154 ) $ 391 $ ( 43,763 )

Foreign Currency Translation Adjustment Pension

4 unchanged sentences

Amounts reclassified from accumulated other comprehensive income — 3 3

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

Reclassification of foreign currency translation adjustment for the loss on liquidation of subsidiaries is included in other income and expense other (see Note 12).

Balance at April 1, 2023 $ ( 39,987 ) $ 592 $ ( 39,395 )

Reclassifications of pension and other postretirement actuarial items out of accumulated other comprehensive income (loss) are included in the computation of net periodic benefit cost (see Note 8).

2 unchanged sentences

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

Note 8 - Pension and Other Postretirement Benefits ( continued)

Fiscal quarter ended

September 30, 2023 Fiscal quarter ended

October 1, 2022

Plans Pension

Net service cost $ 67 $ 4 $ 79 $ 7

Interest cost 193 28 117 17

Expected return on plan assets ( 216 ) ( 116 ) —

Amortization of actuarial losses (gains) 7 ( 6 ) 69 1

Net periodic benefit cost $ 51 $ 26 $ 149 $ 25

Nine Fiscal Months Ended

September 30, 2023 Nine Fiscal Months Ended

October 1, 2022

March 30, 2024 Fiscal quarter ended

April 1, 2023

Plans Pension

7 unchanged sentences

2022 Stock Incentive Plan (the "2022 plan") permits issuance of up to 608,000 shares of common stock.

At September 30, 2023, the Company had reserved 525,239 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 March 30, 2024, the Company had reserved 486,632 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 February 28, 2023 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.

On March 7, 2024 and in accordance with their respective employment agreements, VPG’s three executive officers were granted annual equity awards in the form of RSUs, of which 50 % are performance-based.

The awards have an aggregate target grant-date fair value of $ 1.7 million and were comprised of 49,190 RSUs.

6 unchanged sentences

The performance-based portion of the RSUs will also vest on January 1, 2027, subject to the employees' continued employment and the satisfaction of certain performance objectives relating to three-year cumulative earnings and cash flow goals, each weighted equally.

On May 24, 2023, and in accordance with the Company's 2017 Non-Employee Director Compensation Plan, the Board of Directors approved the issuance of an aggregate of 13,923 RSUs to the independent board members 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 2024 Annual Stockholders Meeting or May 24, 2024, subject to each applicable director's continued service on the Board of Directors.

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

Note 9 - Share-Based Compensation (continued)

The amount of compensation cost related to share-based payment transactions is measured based on the grant-date fair value of the equity instruments issued.

2 unchanged sentences

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

Fiscal quarter ended Nine fiscal months ended

September 30, 2023 October 1, 2022 September 30, 2023 October 1, 2022

Three fiscal months ended

March 30, 2024 April 1, 2023

Share-based compensation expense $ 661 $ 681

During the second quarter of 2023, a net adjustment of $ 0.1 million decreasing share-based compensation expense was recorded based on the evaluation of performance objectives associated with awards granted in 2021 and 2022.

It was determined that certain objectives were not likely to be fully met necessitating a reversal of certain compensation expenses associated with those awards.

The result of the evaluation of performance objectives as of the end of the third quarter of 2023 was consistent with the prior quarter's evaluation and therefore there was no further adjustment required during the third quarter of 2023.

Note 10 – Segment Information

VPG reports in three product segments:

the Sensors segment, the Weighing Solutions segment, and the Measurement Systems segment.

VPG reports in three reportable segments:

Sensors segment, Weighing Solutions segment, and Measurement Systems segment.

The Sensors reporting segment is comprised of the foil resistor and strain gage operating segments.

2 unchanged sentences

The chief operating decision maker ("CODM") is our chief executive officer.

The CODM evaluates each operating segment's performance.

The evaluation of the segment's performance is based on multiple performance measures including gross profits, revenues, and operating income, exclusive of certain items.

1 unchanged sentence

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

Note 10 - Segment Information (continued)

Fiscal quarter ended Nine fiscal months ended

September 30, 2023 October 1, 2022 September 30, 2023 October 1, 2022

Fiscal quarter ended

March 30, 2024 April 1, 2023

Net revenues:

21 unchanged sentences

$ ( 782 ) $ ( 116 )

Note 10 - Segment Information (continued)

Products are transferred between segments on a basis intended to reflect, as nearly as practicable, the market value of the products.

The table below summarizes intersegment sales (in thousands) :

Fiscal quarter ended Nine fiscal months ended

September 30, 2023 October 1, 2022 September 30, 2023 October 1, 2022

Fiscal quarter ended

March 30, 2024 April 1, 2023

Sensors to Weighing Solutions $ 469 $ 328

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 Nine fiscal months ended

September 30, 2023 October 1, 2022 September 30, 2023 October 1, 2022

Fiscal quarter ended

March 30, 2024 April 1, 2023

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 Nine fiscal months ended

September 30, 2023 October 1, 2022 September 30, 2023 October 1, 2022

Fiscal quarter ended

March 30, 2024 April 1, 2023

Foreign currency exchange gain $ 1,589 $ 62

3 unchanged sentences

$ 1,860 $ 275

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

For the fiscal quarter and nine fiscal months ended September 30, 2023, the change in foreign currency exchange gains and losses during the periods, as compared to the prior year periods, was largely due to exposure to currency fluctuations with the Israeli shekel, the Canadian dollar, the EURO and the British pound.

Note 12 – Additional Financial Statement Information ( continued)

For the fiscal quarter and nine fiscal months ended October 1, 2022, the change in foreign exchange gains and losses during the periods, as compared to the prior year periods, was largely due to exposure to 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 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.

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

The change in foreign currency exchange gains and losses for the fiscal quarter ended March 30, 2024, as compared to the prior year period, was largely due to exposure to currency fluctuations with the Japanese yen, the Canadian dollar, and the British pound.

Pension expense represents the net periodic benefit cost excluding the service cost.

Other Accrued Expenses

Other accrued expenses consist of the following (in thousands) :

September 30, 2023 December 31, 2022

March 30, 2024 December 31, 2023

Customer advance payments $ 7,984 $ 8,712

22 unchanged sentences

Inputs Level 3

September 30, 2023

March 30, 2024

Assets held in rabbi trusts $ 6,148 $ 122 $ 6,026 $ —

3 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 September 30, 2023 and December 31, 2022, and company-owned life insurance assets.

Rabbi trust assets consist primarily of marketable securities, classified as available-for-sale money market funds at March 30, 2024 and December 31, 2023, 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 September 30, 2023 and December 31, 2022 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 March 30, 2024 and December 31, 2023 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.

The Company’s financial instruments include cash and cash equivalents, accounts receivable, short-term notes payable, and accounts payable.

The Company’s financial instruments include cash and cash equivalents, accounts receivable and accounts payable.

The carrying amounts for these financial instruments reported in the consolidated condensed balance sheets approximate their fair values.

4 unchanged sentences

If the initial estimates are too low or too high, the Company could be required either to record additional expense in future periods or to reverse part of the previously recorded charges.

The Company recorded $ 1.2 million and $ 0.2 million of restructuring costs during the fiscal quarter ended September 30, 2023 and October 1, 2022, respectively and $ 1.4 million and $ 1.3 million of restructuring costs during the nine fiscal months ended September 30, 2023 and October 1, 2022, respectively.

The Company recorded $ 0.8 million and $ 0.1 million of restructuring costs during the fiscal quarter ended March 30, 2024 and April 1, 2023, 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 September 30, 2023 and December 31, 2022, respectively, is included in Other accrued expenses in the accompanying consolidated condensed balance sheets (in thousands) :

The accrued restructuring liability balance as of March 30, 2024 and December 31, 2023, respectively, is included in Other accrued expenses in the accompanying consolidated condensed balance sheets (in thousands) :

Balance at December 31, 2023 $ 249

1 unchanged sentence

Cash payments ( 706 )

Foreign currency translation 2

Balance at September 30, 2023 $ 911

Foreign currency exchange translation ( 35 )

Balance at March 30, 2024 $ 290

Note 15 – Stockholder's Equity

2 unchanged sentences

On August 8, 2023, the Company announced that its Board of Directors extended the term of the previously approved stock repurchase plan to August 9, 2024.

From August 8, 2022 to September 30, 2023 , the Company had repurchased an aggregate of 120,419 shares of its common stock under the stock repurchase plan for consideration of $ 3.9 million.

From August 8, 202 2 to March 30, 2024 , the Company had repurchased an aggregate of 358,391 shares of its common stock under the stock repurchase plan for consideration o f $ 11.4 million .

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