What changed in this filing

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Item 1. Financial Statements

2024-11-05 compared with 2024-08-06 · 126 added, 106 removed, 538 unchanged (30% of the section changed)

3 unchanged sentences

(In thousands)

June 29, 2024 December 31, 2023

September 28, 2024 December 31, 2023

Current assets:

24 unchanged sentences

(In thousands)

June 29, 2024 December 31, 2023

September 28, 2024 December 31, 2023

Liabilities and equity (Unaudited)

5 unchanged sentences

Current portion of operating lease liabilities 4,053 4,004

Current portion of long-term debt 31,914 —

Total current liabilities 54,997 61,624

21 unchanged sentences

Fiscal quarter ended

June 29, 2024 July 1, 2023

September 28, 2024 September 30, 2023

Net revenues $ 75,727 $ 85,854

4 unchanged sentences

Operating income 3,841 8,224

Other income (expense):

Other (expense) income :

Interest expense ( 648 ) ( 1,119 )

Other ( 2,646 ) 1,671

Other income (expense) 1,052 ( 60 )

Other (expense) income ( 3,294 ) 552

Income before taxes 546 8,776

Income tax expense 1,874 2,419

Net earnings 4,642 8,351

Net (loss) earnings ( 1,328 ) 6,357

net earnings attributable to noncontrolling interests 23 77

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

Basic earnings per share attributable to VPG stockholders $ 0.34 $ 0.61

Diluted earnings per share attributable to VPG stockholders $ 0.34 $ 0.60

Net (loss) earnings attributable to VPG stockholders $ ( 1,351 ) $ 6,280

Basic (loss) earnings per share attributable to VPG stockholders $ ( 0.10 ) $ 0.46

Diluted (loss) earnings per share attributable to VPG stockholders $ ( 0.10 ) $ 0.46

Weighted average shares outstanding - basic 13,254 13,600

4 unchanged sentences

(Unaudited - In thousands, except per share amounts)

Six fiscal months ended

June 29, 2024 July 1, 2023

Nine fiscal months ended

September 28, 2024 September 30, 2023

Net revenues $ 233,869 $ 265,520

4 unchanged sentences

Operating income 16,665 29,943

Other income (expense):

Other (expense) income :

Interest expense ( 1,925 ) ( 3,195 )

Other 915 2,965

Other income (expense) 2,284 ( 782 )

Other (expense) income ( 1,010 ) ( 230 )

Income before taxes 15,654 29,713

12 unchanged sentences

Fiscal quarter ended

June 29, 2024 July 1, 2023

Net earnings $ 4,642 $ 8,351

Other comprehensive loss, net of tax:

September 28, 2024 September 30, 2023

Net (loss) earnings $ ( 1,328 ) $ 6,357

Other comprehensive income (loss), net of tax:

Foreign currency translation adjustment 6,809 ( 3,653 )

Pension and other postretirement actuarial items ( 8 ) —

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

Other comprehensive income (loss) 6,801 ( 3,653 )

Comprehensive income 5,473 2,704

5 unchanged sentences

(Unaudited - In thousands)

Six fiscal months ended

June 29, 2024 July 1, 2023

Nine fiscal months ended

September 28, 2024 September 30, 2023

Net earnings $ 9,146 $ 21,690

4 unchanged sentences

Comprehensive income 8,451 17,861

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

comprehensive income attributable to noncontrolling interests 3 210

Comprehensive income attributable to VPG stockholders $ 8,448 $ 17,651

3 unchanged sentences

(Unaudited - In thousands)

Six fiscal months ended

June 29, 2024 July 1, 2023

Nine fiscal months ended

September 28, 2024 September 30, 2023

Operating activities

19 unchanged sentences

Proceeds from sale of property and equipment 647 50

Purchase of short term investment — ( 1,000 )

Net cash used in investing activities ( 6,318 ) ( 10,798 )

Financing activities

Payments on revolving facility — ( 7,000 )

Debt issuance costs ( 569 ) —

Purchase of treasury stock ( 7,815 ) ( 1,196 )

3 unchanged sentences

Effect of exchange rate changes on cash and cash equivalents ( 315 ) ( 1,083 )

Increase in cash and cash equivalents 163 9,959

(Decrease) Increase in cash and cash equivalents ( 2,888 ) 6,070

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

9 unchanged sentences

Fiscal quarter ended

June 29, 2024

September 28, 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 )

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

Net (loss) earnings — — — — ( 1,351 ) — ( 1,351 ) 23 ( 1,328 )

Other comprehensive income — — — — — 6,801 6,801 — 6,801

Share-based compensation expense

— — — 107 — — 107 — 107

Restricted stock issuances ( 16,612 shares)

2 — — ( 2 ) — — — — —

Purchase of treasury stock.

3 unchanged sentences

Distributions to noncontrolling interests — — — — — — — ( 10 ) ( 10 )

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

Balance at September 28, 2024 $ 1,336 $ 103 $ ( 25,335 ) $ 202,872 $ 191,209 $ ( 39,564 ) $ 330,621 $ 36 $ 330,657

Fiscal quarter ended

September 30, 2023

Stock Class B

7 unchanged sentences

Interests Total

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

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

2 unchanged sentences

— — — 656 — — 656 — 656

Restricted stock issuances ( 17,386 shares)

2 — — ( 2 ) — — — — —

Purchase of treasury stock.

2 unchanged sentences

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

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

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

See accompanying notes.

2 unchanged sentences

(Unaudited - In thousands, except share amounts)

Six Fiscal Months Ended June 29, 2024

Nine Fiscal Months Ended September 28, 2024

Stock Class B

20 unchanged sentences

Distributions to noncontrolling interests — — — — — — — ( 50 ) ( 50 )

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

Balance at September 28, 2024 $ 1,336 $ 103 $ ( 25,335 ) $ 202,872 $ 191,209 $ ( 39,564 ) $ 330,621 $ 36 $ 330,657

Nine Fiscal Months Ended September 30, 2023

Stock Class B

17 unchanged sentences

— — ( 1,196 ) — — — ( 1,196 ) — ( 1,196 )

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

Distributions to noncontrolling interests — — — — — — — ( 138 ) ( 138 )

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

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

See accompanying notes.

9 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, 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 June 29, 2024 are not necessarily indicative of the results to be expected for the full year.

These consolidated condensed 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 September 28, 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 1 – Basis of Presentation (continued)

Note 2 – Revenues

2 unchanged sentences

Fiscal quarter ended

June 29, 2024 Fiscal quarter ended

September 28, 2024 Fiscal quarter ended

September 30, 2023

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

6 unchanged sentences

Total $ 28,201 $ 25,174 $ 22,352 $ 75,727 $ 32,532 $ 28,969 $ 24,353 $ 85,854

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

Nine Fiscal Months Ended September 28, 2024 Nine Fiscal Months Ended September 30, 2023

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

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

Fiscal quarter ended Nine fiscal months ended

September 28, 2024 September 30, 2023 September 28, 2024 September 30, 2023

Test & Measurement $ 14,337 $ 17,080 $ 43,955 $ 54,449

17 unchanged sentences

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

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

Balance at September 28, 2024 5,005 8,272

Increase (decrease) $ 2,016 $ ( 440 )

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.

The amount of revenue recognized during the nine fiscal months ended September 28, 2024 that was included in the contract liability balance at December 31, 2023 was $ 7.2 million.

Note 3 – Goodwill

5 unchanged sentences

Foreign currency translation adjustment $ ( 124 ) $ ( 126 ) $ 2 $ — $ —

Balance at June 29, 2024 $ 45,491 $ 6,259 $ 16,888 $ 16,033 $ 6,311

Balance at September 28, 2024 $ 45,610 $ 6,362 $ 16,904 $ 16,033 $ 6,311

Note 4 – Leases

2 unchanged sentences

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

Leases June 29, 2024 December 31, 2023

Leases September 28, 2024 December 31, 2023

Operating lease right of use asset $ 25,239 $ 26,953

2 unchanged sentences

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

June 29, 2024

September 28, 2024

Operating leases weighted average remaining lease term (in years) 7.23 years

2 unchanged sentences

Note 4 - Leases (continued)

Fiscal quarter ended Six Fiscal Months Ended

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

Fiscal quarter ended Nine Fiscal Months Ended

September 28, 2024 September 30, 2023 September 28, 2024 September 30, 2023

Operating lease cost $ 1,319 $ 1,331 $ 4,024 $ 3,822

2 unchanged sentences

Total net lease cost $ 1,214 $ 1,260 $ 3,721 $ 3,644

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

Right of use assets obtained in exchange for new operating lease liability during the nine fiscal months ended September 28, 2024 were $ 1.5 million.

The Company paid $ 3.9 million and $ 3.8 million for its operating leases for each of the nine fiscal months ended September 28, 2024 and September 30, 2023, which are included in operating cash flows on the consolidated condensed statements of cash flows.

Undiscounted maturities of operating lease payments as of September 28, 2024 are summarized as follows (in thousands) :

2024 (excluding the nine months ended September 28, 2024) $ 1,302

Thereafter 11,953

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 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 effective tax rate was 343.2 % and 27.6 % for the fiscal quarter ended September 28, 2024, and September 30, 2023, respectively.

The effective tax rate for the fiscal quarter ended September 28, 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 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 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) :

June 29, 2024 December 31, 2023

September 28, 2024 December 31, 2023

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

1 unchanged sentence

Total long-term debt $ 31,383 $ 31,856

current portion 31,914 —

Long-term debt, less:

current portion $ — $ 31,856

Note 6 - Long-Term Debt (continued)

8 unchanged sentences

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.

The primary purpose of the changes made in the Credit Agreement Amendment was 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.

5 unchanged sentences

Additional customary fees apply with respect to letters of credit.

On August 15, 2024, the Company entered into a Fourth Amended and Restated Credit Agreement (the “2024 Credit Agreement”) among the Company, the lenders party thereto, JPMorgan Chase Bank, N.A., Wells Fargo Bank, N.A.

and HSBC as joint lead arrangers and joint bookrunner, and JPMorgan Chase Bank, N.A, as agent for such lenders, pursuant to which the 2020 Credit Agreement, was amended and restated to, among other things, extend the maturity date from March 20, 2025 to August 15, 2029 and adjust the interest rate and commitment fee.

The 2024 Credit Agreement provides for a multi-currency, secured credit facility (the “2024 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 2024 Credit Agreement, the proceeds of which may be used for working capital and general corporate purposes, and a portion of which were used to refinance the 2020 Revolving Facility.

The Company may elect to make loans under the 2024 Revolving Facility in US Dollars, Euros, Canadian Dollars, Sterling, Japanese Yen or such other freely convertible foreign currency.

Amounts borrowed under the 2024 Revolving Facility accrue interest in an amount equal to a floating rate plus a specified margin.

Such floating rates are (i) for loans denominated in US Dollars, at the Company’s option, either (a) the greatest of:

the Agent’s prime rate, the Federal Funds rate, or a 1.00 % floor (the “US Base Rate”), or (b) the SOFR, (ii) for loans denominated in Canadian Dollars, at the Company’s option, either (x) the greatest of:

the PRIMCAN Index rate, the average 30 day rate for loans accruing interest based on the Canadian Overnight Repo Rate Average (“CORRA”) (the “Canadian Base Rate”), or (y) CORRA, (iii) for loans denominated in Pounds Sterling, the Sterling Overnight Index Average (“SONIA”), (iv) for loans denominated in Euros, the Euro Interbank Offered Rate (“EURIBOR"), and (v) for loans denominated in Japanese Yen, the Tokyo Interbank Offered Rate (“TIBOR”).

The specified interest margin for US Base Rate Loans and Canadian Base Rate Loans is 0.25 %.

Depending upon the Company’s leverage ratio, the interest rate margin for loans based on SOFR, CORRA, SONIA, EURIBOR and TIBOR ranges from 1.75 % to 3.00 % per annum.

The Company is required to pay a quarterly fee of 0.20 % per annum to 0.40 % per annum on the unused portion of the 2024 Revolving Facility, which is also determined based on the Company’s leverage ratio.

Additional customary fees apply with respect to letters of credit.

The obligations of the Company under the 2024 Credit Agreement are secured by pledges of stock in certain domestic and foreign subsidiaries, as well as guarantees by substantially all of the Company’s domestic subsidiaries.

The obligations of the Company and the guarantors under the 2024 Credit Agreement are secured by substantially all the assets (excluding real estate) of the Company and such guarantors.

The 2024 Credit Agreement restricts the Company from paying cash dividends and requires the Company to comply with other customary covenants, representations, and warranties, including the maintenance of a specified interest coverage ratio and a leverage ratio, each tested as of the last day of each fiscal quarter.

If the Company is not in compliance with any of these covenant restrictions, the 2024 Revolving Facility could be terminated by the lenders, and all amounts outstanding pursuant to the 2024 Credit Agreement could become immediately payable.

Note 7 – Accumulated Other Comprehensive Income (Loss)

4 unchanged sentences

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

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

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

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

Other comprehensive loss before reclassifications ( 679 ) — ( 679 )

Amounts reclassified from accumulated other comprehensive loss — ( 16 ) ( 16 )

Balance at September 28, 2024 $ ( 39,941 ) $ 377 $ ( 39,564 )

Foreign Currency Translation Adjustment Pension

2 unchanged sentences

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

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

Other comprehensive loss before reclassifications ( 3,831 ) — ( 3,831 )

Amounts reclassified from accumulated other comprehensive income — 2 2

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

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

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).

4 unchanged sentences

Fiscal quarter ended

June 29, 2024 Fiscal quarter ended

September 28, 2024 Fiscal quarter ended

September 30, 2023

Plans Pension

4 unchanged sentences

Net periodic benefit cost $ 50 $ 28 $ 51 $ 26

Six Fiscal Months Ended

June 29, 2024 Six Fiscal Months Ended

Nine Fiscal Months Ended

September 28, 2024 Nine Fiscal Months Ended

September 30, 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 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.

At September 28, 2024, the Company had reserved 442,558 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.

13 unchanged sentences

Note 9 - Share-Based Compensation (continued)

On August 14, 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 1,835 RSUs to an independent board member of the Board of Directors in connection with his appointment to the Board of Directors.

The award had an aggregate grant-date fair value of $ 0.06 million and will vest on or before the 2025 Annual Stockholders Meeting in May 2025, subject to such independent director's continued service on the Board of Directors.

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

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 Six fiscal months ended

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

Fiscal quarter ended Nine fiscal months ended

September 28, 2024 September 30, 2023 September 28, 2024 September 30, 2023

Share-based compensation expense $ 107 $ 656 $ 1,060 $ 1,885

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.

During the fiscal third quarter of 2024, a net adjustment of $ 0.5 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.

11 unchanged sentences

Note 10 - Segment Information (continued)

Fiscal quarter ended Six fiscal months ended

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

Fiscal quarter ended Nine fiscal months ended

September 28, 2024 September 30, 2023 September 28, 2024 September 30, 2023

Net revenues:

23 unchanged sentences

The table below summarizes intersegment sales (in thousands) :

Fiscal quarter ended Six fiscal months ended

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

Fiscal quarter ended Nine fiscal months ended

September 28, 2024 September 30, 2023 September 28, 2024 September 30, 2023

Sensors to Weighing Solutions $ 332 $ 417 $ 1,323 $ 1,178

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

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

Fiscal quarter ended Nine fiscal months ended

September 28, 2024 September 30, 2023 September 28, 2024 September 30, 2023

Numerator for basic earnings per share:

Net earnings attributable to VPG stockholders $ 4,603 $ 8,236 $ 10,494 $ 15,200

Net (loss) earnings attributable to VPG stockholders $ ( 1,351 ) $ 6,280 $ 9,143 $ 21,480

Denominator for basic earnings per share:

5 unchanged sentences

Adjusted weighted average shares 13,254 13,686 13,405 13,670

Basic earnings per share attributable to VPG stockholders

$ 0.34 $ 0.61 $ 0.78 $ 1.12

Diluted earnings per share attributable to VPG stockholders

$ 0.34 $ 0.60 $ 0.78 $ 1.11

Basic (loss) earnings per share attributable to VPG stockholders $ ( 0.10 ) $ 0.46 $ 0.68 $ 1.58

Diluted (loss) earnings per share attributable to VPG stockholders $ ( 0.10 ) $ 0.46 $ 0.68 $ 1.57

Note 12 – Additional Financial Statement Information

1 unchanged sentence

The caption “Other” on the consolidated condensed statements of operations consists of the following (in thousands) :

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

Fiscal quarter ended Nine fiscal months ended

September 28, 2024 September 30, 2023 September 28, 2024 September 30, 2023

Foreign currency exchange gain (loss) $ ( 2,912 ) $ 1,283 $ ( 36 ) $ 2,138

Interest income 370 543 1,192 1,265

2 unchanged sentences

$ ( 2,646 ) $ 1,671 $ 915 $ 2,965

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

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.

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

For the fiscal quarter and nine fiscal months ended September 28, 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.

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, is largely due to exposure to currency fluctuations with the Israeli shekel, the Canadian dollar, the EURO and the British pound.

Other Accrued Expenses

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

June 29, 2024 December 31, 2023

September 28, 2024 December 31, 2023

Customer advance payments $ 8,272 $ 8,712

18 unchanged sentences

The following table provides the financial assets and liabilities carried at fair value measured on a recurring basis (in thousands) :

Note 13 – Fair Value Measurements (continued)

Fair value measurements at reporting date using:

2 unchanged sentences

Inputs Level 3

June 29, 2024

September 28, 2024

Assets held in rabbi trusts $ 6,281 $ 71 $ 6,210 $ —

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

Note 13 – Fair Value Measurements (continued)

market funds at June 29, 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 market funds at September 28, 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 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 the long-term debt, excluding capitalized deferred financing costs, at September 28, 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.

6 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 $ 0.0 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.

The Company recorded $ 0.1 million and $ 1.2 million of restructuring costs during the fiscal quarter ended September 28, 2024 and September 30, 2023, respectively and $ 0.9 million and $ 1.4 million of restructuring costs during the nine fiscal months ended September 28, 2024 and September 30, 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 June 29, 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 September 28, 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 ( 150 )

Balance at June 29, 2024 $ 171

Balance at September 28, 2024 $ 169

Note 15 – Stockholder's Equity

1 unchanged sentence

The Stock Repurchase Plan was originally set to expire on August 11, 2023.

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 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.

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.

The stock repurchase plan expired in accordance with its terms on August 9, 2024.

From August 8, 2022 to August 9, 2024, the Company had repurchased an aggregate of 518,328 shares of its common stock under the stock repurchase plan for consideration of $ 16.5 million.

Note 16 – Commitments and Contingencies

2 unchanged sentences

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.

Note 17 – Subsequent Event

On September 30, 2024, the Company acquired Nokra Optische Prueftechnik und Automation GmbH, a Germany-based, privately held maker of precision measuring and testing equipment for manufacturing, for a total consideration of Euro 3.95 million.

Nokra’s laser-based measuring systems expand our existing measurement and inspection solutions for steel and aluminum rolling mills, as well as for the metal processing industry.

Nokra’s laser-based measurement gauge systems are used to precisely measure the thickness, flatness, contour, width or 3D profile of various metals depending on the application, in both inline and offline production.

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