What changed in this filing

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Item 1. Financial Statements

2024-08-06 compared with 2024-05-07 · 202 added, 82 removed, 442 unchanged (39% of the section changed)

3 unchanged sentences

(In thousands)

March 30, 2024 December 31, 2023

June 29, 2024 December 31, 2023

Current assets:

24 unchanged sentences

(In thousands)

March 30, 2024 December 31, 2023

June 29, 2024 December 31, 2023

Liabilities and equity (Unaudited)

29 unchanged sentences

Fiscal quarter ended

March 30, 2024 April 1, 2023

June 29, 2024 July 1, 2023

Net revenues $ 77,359 $ 90,802

11 unchanged sentences

Net earnings 4,642 8,351

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

net earnings attributable to noncontrolling interests 39 115

Net earnings attributable to VPG stockholders $ 4,603 $ 8,236

5 unchanged sentences

VISHAY PRECISION GROUP, INC.

Consolidated Condensed Statements of Operations

(Unaudited - In thousands, except per share amounts)

Six fiscal months ended

June 29, 2024 July 1, 2023

Net revenues $ 158,142 $ 179,666

Costs of products sold 90,641 103,755

Gross profit 67,501 75,911

Selling, general and administrative expenses 53,895 53,914

Restructuring costs 782 278

Operating income 12,824 21,719

Other income (expense):

Interest expense ( 1,277 ) ( 2,076 )

Other 3,561 1,294

Other income (expense) 2,284 ( 782 )

Income before taxes 15,108 20,937

Income tax expense 4,634 5,604

Net earnings 10,474 15,333

net earnings attributable to noncontrolling interests ( 20 ) 133

Net earnings attributable to VPG stockholders $ 10,494 $ 15,200

Basic earnings per share attributable to VPG stockholders $ 0.78 $ 1.12

Diluted earnings per share attributable to VPG stockholders $ 0.78 $ 1.11

Weighted average shares outstanding - basic 13,376 13,593

Weighted average shares outstanding - diluted 13,428 13,661

See accompanying notes.

VISHAY PRECISION GROUP, INC.

Consolidated Condensed Statements of Comprehensive Income (Loss)

1 unchanged sentence

Fiscal quarter ended

March 30, 2024 April 1, 2023

June 29, 2024 July 1, 2023

Net earnings $ 4,642 $ 8,351

Other comprehensive income (loss), net of tax:

Other comprehensive loss, net of tax:

Foreign currency translation adjustment ( 2,596 ) ( 1,680 )

Pension and other postretirement actuarial items ( 6 ) ( 1 )

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

Other comprehensive loss ( 2,602 ) ( 1,681 )

Comprehensive income 2,040 6,670

comprehensive income attributable to noncontrolling interests 39 115

Comprehensive income attributable to VPG stockholders $ 2,001 $ 6,555

See accompanying notes.

VISHAY PRECISION GROUP, INC.

Consolidated Condensed Statements of Comprehensive Income (Loss)

(Unaudited - In thousands)

Six fiscal months ended

June 29, 2024 July 1, 2023

Net earnings $ 10,474 $ 15,333

Other comprehensive loss, net of tax:

Foreign currency translation adjustment ( 7,488 ) ( 178 )

Pension and other postretirement actuarial items ( 8 ) 2

Other comprehensive loss ( 7,496 ) ( 176 )

Comprehensive income 2,978 15,157

comprehensive (loss) income attributable to noncontrolling interests ( 20 ) 133

4 unchanged sentences

(Unaudited - In thousands)

Three fiscal months ended

March 30, 2024 April 1, 2023

Six fiscal months ended

June 29, 2024 July 1, 2023

Operating activities

2 unchanged sentences

Depreciation and amortization 7,859 7,725

Gain on sale of property and equipment ( 149 ) —

Loss (gain) on sale of property and equipment ( 155 ) 28

Share-based compensation expense 953 1,229

21 unchanged sentences

Effect of exchange rate changes on cash and cash equivalents ( 2,095 ) ( 100 )

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

Increase in cash and cash equivalents 163 9,959

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

9 unchanged sentences

Fiscal quarter ended

March 30, 2024

June 29, 2024

Stock Class B

7 unchanged sentences

Interests Total

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

Net earnings — — — — 4,603 — 4,603 39 4,642

Other comprehensive loss — — — — — ( 2,602 ) ( 2,602 ) — ( 2,602 )

Share-based compensation expense

— — — 292 — — 292 — 292

Restricted stock issuances ( 16,612 shares)

2 — — ( 2 ) — — — — —

Purchase of treasury stock.

( 96,710 shares)

— — ( 3,132 ) — — — ( 3,132 ) — ( 3,132 )

Excise tax on net share repurchase — — ( 26 ) — — — ( 26 ) — ( 26 )

Distributions to noncontrolling interests — — — — — — — ( 8 ) ( 8 )

Balance at June 29, 2024 $ 1,336 $ 103 $ ( 23,388 ) $ 202,765 $ 192,560 $ ( 46,365 ) $ 327,011 $ 23 $ 327,034

Fiscal quarter ended

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

Net earnings — — — — 8,236 — 8,236 115 8,351

Other comprehensive loss — — — — — ( 1,681 ) ( 1,681 ) — ( 1,681 )

Share-based compensation expense

— — — 548 — — 548 — 548

Restricted stock issuances ( 17,386 shares)

2 — — ( 2 ) — — — — —

Purchase of treasury stock.

( 12,312 shares)

— — ( 420 ) — — — ( 420 ) — ( 420 )

Distributions to noncontrolling interests — — — — — — — ( 26 ) ( 26 )

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

See accompanying notes.

VISHAY PRECISION GROUP, INC.

Consolidated Condensed Statements of Equity

(Unaudited - In thousands, except share amounts)

Six Fiscal Months Ended June 29, 2024

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, 2023 $ 1,330 $ 103 $ ( 17,460 ) $ 202,672 $ 182,066 $ ( 38,869 ) $ 329,842 $ 83 $ 329,925

1 unchanged sentence

Other comprehensive loss

— — — — — ( 7,496 ) ( 7,496 ) — ( 7,496 )

Share-based compensation expense

4 unchanged sentences

— — ( 5,887 ) — — — ( 5,887 ) — ( 5,887 )

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

Excise tax on net share repurchase

— — ( 41 ) — — — ( 41 ) — ( 41 )

Distributions to noncontrolling interests — — — — — — — ( 40 ) ( 40 )

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

Balance at June 29, 2024 $ 1,336 $ 103 $ ( 23,388 ) $ 202,765 $ 192,560 $ ( 46,365 ) $ 327,011 $ 23 $ 327,034

Six Fiscal Months Ended July 1, 2023

Stock Class B

8 unchanged sentences

Balance at December 31, 2022 $ 1,325 $ 103 $ ( 11,504 ) $ 201,164 $ 156,359 $ ( 40,900 ) $ 306,547 $ ( 25 ) $ 306,522

Net earnings — — — — 15,200 — 15,200 133 15,333

Other comprehensive loss

— — — — — ( 176 ) ( 176 ) — ( 176 )

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

Share-based compensation expense

2 unchanged sentences

5 — — ( 782 ) — — ( 777 ) — ( 777 )

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

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

Purchase of treasury stock ( 12,312 shares)

— — ( 420 ) — — — ( 420 ) — ( 420 )

Purchase of noncontrolling interest — — — — — — — — —

Distributions to noncontrolling interests — — — — — — — ( 46 ) ( 46 )

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

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, 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.

The results of operations for the fiscal quarter ended June 29, 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.

23 unchanged sentences

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

Note 2 – Revenues (continued)

Note 2 – Revenues

2 unchanged sentences

Fiscal quarter ended

March 30, 2024 Fiscal quarter ended

April 1, 2023

June 29, 2024 Fiscal quarter ended

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

6 unchanged sentences

Total $ 28,868 $ 27,448 $ 21,043 $ 77,359 $ 36,266 $ 31,261 $ 23,275 $ 90,802

Six Fiscal Months Ended June 29, 2024 Six Fiscal Months Ended July 1, 2023

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

United States $ 19,864 $ 22,337 $ 24,453 $ 66,654 $ 27,229 $ 28,107 $ 23,533 $ 78,869

Germany 14,657 4,988 2,900 22,545 16,961 5,470 4,271 26,702

Other Europe 2,804 22,484 260 25,548 2,723 22,430 306 25,459

Israel 10,059 164 — 10,223 8,094 126 — 8,220

Asia 10,899 6,218 5,095 22,212 17,985 6,987 3,547 28,519

Canada — 101 10,859 10,960 — — 11,897 11,897

Total $ 58,283 $ 56,292 $ 43,567 $ 158,142 $ 72,992 $ 63,120 $ 43,554 $ 179,666

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

Fiscal quarter ended

March 30, 2024 April 1, 2023

Fiscal quarter ended Six fiscal months ended

June 29, 2024 July 1, 2023 June 29, 2024 July 1, 2023

Test & Measurement $ 13,968 $ 18,705 $ 29,618 $ 37,369

12 unchanged sentences

The term between invoicing and when payment is due is not significant.

Note 2 – Revenues (continued)

The outstanding contract assets and liability accounts were as follows (in thousands) :

2 unchanged sentences

Balance at December 31, 2023 $ 2,989 $ 8,712

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

Balance at June 29, 2024 4,442 8,347

Increase (decrease) $ 1,453 $ ( 365 )

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.

The amount of revenue recognized during the six fiscal months ended June 29, 2024 that was included in the contract liability balance at December 31, 2023 was $ 4.6 million.

Note 3 – Goodwill

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

3 unchanged sentences

Foreign currency translation adjustment $ ( 243 ) $ ( 229 ) $ ( 14 ) $ — $ —

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

Balance at June 29, 2024 $ 45,491 $ 6,259 $ 16,888 $ 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 twelve years, seven months .

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

The Company has no finance leases.

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

Leases March 30, 2024 December 31, 2023

Leases June 29, 2024 December 31, 2023

Operating lease right of use asset $ 26,084 $ 26,953

2 unchanged sentences

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

March 30, 2024

June 29, 2024

Operating leases weighted average remaining lease term (in years) 7.40 years

1 unchanged sentence

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

Fiscal quarter ended

March 30, 2024 April 1, 2023

Note 4 - Leases (continued)

Fiscal quarter ended Six Fiscal Months Ended

June 29, 2024 July 1, 2023 June 29, 2024 July 1, 2023

Operating lease cost $ 1,321 $ 1,247 $ 2,704 $ 2,491

2 unchanged sentences

Total net lease cost $ 1,217 $ 1,194 $ 2,505 $ 2,384

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

Right of use assets obtained in exchange for new operating lease liability during the six fiscal months ended June 29, 2024 were $ 0.2 million.

The Company paid $ 1.3 million and $ 2.5 million for its operating leases for each of the six fiscal months ended June 29, 2024 and July 1, 2023, which are included in operating cash flows on the consolidated condensed statements of cash flows.

Undiscounted maturities of operating lease payments as of June 29, 2024 are summarized as follows (in thousands) :

2024 (excluding the six months ended June 29, 2024) $ 2,574

Thereafter 11,859

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 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 effective tax rate was 33.3 % and 28.8 % for the fiscal quarter ended June 29, 2024, and July 1, 2023, respectively.

The effective tax rate for the fiscal quarter ended June 29, 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 July 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) :

March 30, 2024 December 31, 2023

June 29, 2024 December 31, 2023

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

4 unchanged sentences

current portion $ — $ 31,856

Note 6 - Long-Term Debt (continued)

2020 Credit Agreement

2 unchanged sentences

The aggregate principal amount of the 2020 Revolving Facility may be increased by a maximum of

Note 6 - Long-Term Debt (continued)

$ 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.

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 has been reclassified as a current liability.

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

14 unchanged sentences

Balance at January 1, 2024 $ ( 39,262 ) $ 393 $ ( 38,869 )

Other comprehensive loss before reclassifications ( 4,892 ) — ( 4,892 )

Other comprehensive income before reclassifications ( 7,488 ) — ( 7,488 )

Amounts reclassified from accumulated other comprehensive income — ( 8 ) ( 8 )

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

Balance at June 29, 2024 $ ( 46,750 ) $ 385 $ ( 46,365 )

Foreign Currency Translation Adjustment Pension

2 unchanged sentences

Balance at January 1, 2023 $ ( 41,489 ) $ 589 $ ( 40,900 )

Other comprehensive loss before reclassifications 1,502 — 1,502

Other comprehensive income before reclassifications ( 178 ) — ( 178 )

Amounts reclassified from accumulated other comprehensive income — 2 2

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

Balance at July 1, 2023 $ ( 41,667 ) $ 591 $ ( 41,076 )

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

March 30, 2024 Fiscal quarter ended

April 1, 2023

June 29, 2024 Fiscal quarter ended

Plans Pension

4 unchanged sentences

Net periodic benefit cost $ 51 $ 28 $ 53 $ 26

Six Fiscal Months Ended

June 29, 2024 Six Fiscal Months Ended

Plans Pension

Net service cost $ 133 $ 8 $ 137 $ 8

Interest cost $ 381 $ 54 $ 382 $ 56

Expected return on plan assets $ ( 419 ) $ — $ ( 426 ) $ —

Amortization of actuarial losses (gains) $ 9 $ ( 6 ) $ 15 $ ( 12 )

Net periodic benefit cost $ 104 $ 56 $ 108 $ 52

Note 9 – Share-Based Compensation

1 unchanged sentence

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

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.

At June 29, 2024, the Company had reserved 444,824 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.

9 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 22, 2024, and in accordance with the Company's 2024 Non-Employee Director Compensation Plan, the Board of Directors approved the issuance of an aggregate of 14,826 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 or before the 2025 Annual Stockholders Meeting in May 2025, 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) :

Three fiscal months ended

March 30, 2024 April 1, 2023

Fiscal quarter ended Six fiscal months ended

June 29, 2024 July 1, 2023 June 29, 2024 July 1, 2023

Share-based compensation expense $ 292 $ 548 $ 953 $ 1,229

During the second quarter of 2024, a net adjustment of $ 0.3 million decreasing share-based compensation expense was recorded based on the evaluation of performance objectives associated with awards granted in 2022, 2023 and 2024.

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

Note 10 – Segment Information

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.

VPG reports in three reporting segments:

Sensors, Weighing Solutions, and Measurement Systems.

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

The Weighing Solutions segment is comprised of specialized modules and systems used to precisely measure weight, force torque, and pressure.

The Measurement Systems reporting segment is comprised of highly specialized systems for steel production, materials development, and safety testing.

The Measurement Systems segment is comprised of highly specialized systems for steel production, materials development, and safety testing.

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) :

Fiscal quarter ended

March 30, 2024 April 1, 2023

Note 10 - Segment Information (continued)

Fiscal quarter ended Six fiscal months ended

June 29, 2024 July 1, 2023 June 29, 2024 July 1, 2023

Net revenues:

21 unchanged sentences

$ — $ ( 162 ) $ ( 782 ) $ ( 278 )

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

March 30, 2024 April 1, 2023

Fiscal quarter ended Six fiscal months ended

June 29, 2024 July 1, 2023 June 29, 2024 July 1, 2023

Sensors to Weighing Solutions $ 522 $ 433 $ 991 $ 761

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

March 30, 2024 April 1, 2023

Fiscal quarter ended Six fiscal months ended

June 29, 2024 July 1, 2023 June 29, 2024 July 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

March 30, 2024 April 1, 2023

Fiscal quarter ended Six fiscal months ended

June 29, 2024 July 1, 2023 June 29, 2024 July 1, 2023

Foreign currency exchange gain $ 1,287 $ 793 $ 2,877 $ 855

3 unchanged sentences

$ 1,701 $ 1,019 $ 3,561 $ 1,294

Note 12 – Additional Financial Statement Information ( continued)

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.

For the fiscal quarter and six fiscal months ended June 29, 2024, the change in foreign currency exchange gains and losses during the periods, as compared to the prior year periods, is largely due to exposure to currency fluctuations with the Japanese yen, Israeli shekel and the Canadian dollar.

Note 12 – Additional Financial Statement Information ( continued)

For the fiscal quarter and six fiscal months ended July 1, 2023, the change in foreign currency exchange gains and losses during the periods, as compared to the prior year periods, is largely due to exposure to currency fluctuations with the Israeli shekel, the Canadian dollar, and the British pound.

Other Accrued Expenses

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

March 30, 2024 December 31, 2023

June 29, 2024 December 31, 2023

Customer advance payments $ 8,347 $ 8,712

22 unchanged sentences

Inputs Level 3

March 30, 2024

June 29, 2024

Assets held in rabbi trusts $ 6,138 $ 97 $ 6,041 $ —

1 unchanged sentence

Assets held in rabbi trusts $ 5,841 $ 59 $ 5,782 $ —

Note 13 – Fair Value Measurements (continued)

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 March 30, 2024 and December 31, 2023, and company-owned life insurance assets.

Rabbi trust assets consist primarily of marketable securities, classified as available-for-sale money

Note 13 – Fair Value Measurements (continued)

market funds at June 29, 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 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 the long-term debt, excluding capitalized deferred financing costs, at June 29, 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 and accounts payable.

The Company’s financial instruments include cash and cash equivalents, accounts receivable, short-term notes payable, 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 $ 0.8 million and $ 0.1 million of restructuring costs during the fiscal quarter ended March 30, 2024 and April 1, 2023, respectively.

The Company recorded $ 0.0 million and $ 0.2 million of restructuring costs during the fiscal quarter ended June 29, 2024 and July 1, 2023, respectively and $ 0.8 million and $ 0.3 million of restructuring costs during the six fiscal months ended June 29, 2024 and July 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 March 30, 2024 and December 31, 2023, respectively, is included in Other accrued expenses in the accompanying consolidated condensed balance sheets (in thousands) :

The accrued restructuring liability balance as of June 29, 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

2 unchanged sentences

Foreign currency exchange translation ( 137 )

Balance at March 30, 2024 $ 290

Balance at June 29, 2024 $ 171

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, 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 .

From August 8, 2022 to June 29, 2024, the Company had repurchased an aggregate of 455,101 shares of its common stock under the stock repurchase plan for consideration of $ 14.5 million.

Note 16 – Commitments and Contingencies

During the second quarter of 2024, the Israel Tax Authority has issued a Value Added Tax (VAT) assessment to the Company, in the amount of ILS 8.4 million (approximately $ 2.2 million), pertaining to claims of VAT between the years 2019 to 2023.

The Company believes that the liability for the assessment is not probable and intends to file an appeal against this assessment.

Given the early stage of this matter, the Company is currently unable to predict the likely outcome or estimate the potential financial impact, if any, of this matter.

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