What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-02-25 compared with 2024-02-29 · 246 added, 200 removed, 1292 unchanged (26% of the section changed)

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Such codes of conduct are posted on the Company’s internet website, the address of which is www.vpgsensors.com.

The Company has adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of the Company’s securities by employees, officers, directors, or the Company itself, that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the listing standards applicable to the Company (the “Insider Trading Compliance Policy”).

The Company’s Insider Trading Compliance Policy is filed as Exhibit 19.1 to this Annual Report.

EXECUTIVE COMPENSATION

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10.18† Form of Restricted Stock Unit Award Agreement for Employee Grants (previously filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 12, 2010 and incorporated herein by reference).

10.19† Employment Agreement, dated November 17, 2010, by and among Vishay Advanced Technology and Ziv Shoshani (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on November 23, 2010 and incorporated herein by reference).

10.19† Employment Agreement, dated November 17, 2010, by and among Vishay Advanced Technologies, Ltd.

and Ziv Shoshani (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on November 23, 2010 and incorporated herein by reference).

10.20† Employment Agreement, dated November 17, 2010, by and among Vishay Precision Group, Inc.

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and William Clancy (previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on November 12, 2013 and incorporated herein by reference).

10.28 Third Amended and Restated Credit Agreement, dated March 20, 2020, by and among Vishay Precision Group, Inc., the lenders party thereto, Citizens Bank, National Association, Wells Fargo Bank, National Association, and JPMorgan Chase Bank, National Association (previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 23, 2020 and incorporated herein by reference).

10.29 Amendment No.

1 to Third Amended and Restated Credit Agreement, dated May 5, 2023, by and among Vishay Precision Group, Inc., the lenders party thereto, Citizens Bank, National Association, Wells Fargo Bank, National Association, and JPMorgan Chase Bank, National Association (previously filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 9, 2023 and incorporated herein by reference).

10.27† Form of Indemnification Agreement with directors (previously filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q filed with the SEC on May 11, 2016 and incorporated herein by reference).

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2017 Non-Employee Director Compensation Plan (previously filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 8, 2022 and incorporated herein by reference).

10.42† Vishay Precision Group, Inc.

2024 Non-Employee Director Compensation Plan (previously filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 6, 2024 and incorporated herein by reference).

10.43† Fourth Amended and Restated Credit Agreement, dated August 15, 2024, by and among Vishay Precision Group, Inc., the lenders party thereto, Wells Fargo Bank, National Association, JPMorgan Chase Bank, National Association and HSBC Bank (previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 21, 2024 and incorporated herein by reference).

19.1 Vishay Precision Group, Inc.

Insider Trading Policy

21.1 List of Subsidiaries.

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/s/ Bruce Lerner Director February 25, 2025

/s/ Wesley Cummins Director February 29, 2024

Wesley Cummins

/s/ Sejal Shah Gulati

Director February 29, 2024

/s/ Sejal Shah Gulati Director February 25, 2025

Sejal Shah Gulati

/s/ Erez Lorber

Director February 25, 2025

/s/ Nava Swersky Sofer

Director February 25, 2025

Nava Swersky Sofer

Vishay Precision Group, Inc.

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Consolidated Statements of Operations

Consolidated Statements of Comprehensive Income

Consolidated Statements of Cash Flows

Consolidated Statements of Comprehensive Income ( L oss)

Consolidated Statements of Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

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We have audited the accompanying consolidated balance sheets of Vishay Precision Group, Inc.

and subsidiaries (the "Company") as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the "financial statements”).

and subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the "financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

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The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill – DSI Reporting Unit — Refer to Notes 1 and 4 to the Financial Statements

Goodwill – DSI and Onboard Weighing Reporting Units — Refer to Notes 1 and 5 to the Financial Statements

Critical Audit Matter Description

The Company's quantitative goodwill impairment test involves the comparison of the fair value of each reporting unit or asset to its carrying value.

In estimating the fair value of the DSI reporting unit, the Company used the income approach to evaluate the estimated fair value of the reporting unit.

In estimating the fair value of the DSI and Onboard Weighing reporting units, the Company used the income approach to evaluate the estimated fair value of the reporting units.

The income approach to valuation requires management to make significant estimates and assumptions related to future revenues, profitability, working capital requirements and selection of discount and long term growth rates.

Changes in these estimates and assumptions could have a significant impact on the fair value of the reporting unit.

The carrying value of goodwill as of December 31, 2023, for the DSI reporting unit is $16.9 million.

The fair value of the DSI reporting unit exceeds the carrying value, therefore, no impairment was recognized.

We identified goodwill for the DSI reporting unit as a critical audit matter because of the significant judgments made by management to estimate the fair value of the reporting unit and the difference between the fair value and carrying value.

Changes in these estimates and assumptions could have a significant impact on the fair value of the reporting units.

The carrying value of goodwill as of December 31, 2024, for the DSI and Onboard Weighing reporting units is $16.9 million and $6.3 million, respectively.

The fair value of the DSI and Onboard Weighing reporting units exceed the carrying value, therefore, no impairment was recognized.

We identified goodwill for the DSI and Onboard Weighing reporting units as a critical audit matter because of the significant judgments made by management to estimate the fair value of the reporting unit and the difference between the fair value and carrying value.

This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to forecasts of future revenues, profitability, working capital requirements and selection of the discount and long term growth rates.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to forecasts of future revenues, profitability, working capital requirements and selection of discount and long term growth rates used by management to estimate the fair value of the DSI reporting unit included the following, among others:

• We tested the effectiveness of controls over management’s impairment evaluation, including those over the determination of the fair value of the DSI reporting unit, such as controls related to management’s forecasts of future revenues, profitability, working capital requirements and selection of discount and long term growth rates.

Our audit procedures related to forecasts of future revenues, profitability, working capital requirements and selection of discount and long term growth rates used by management to estimate the fair value of the DSI and Onboard Weighing reporting units included the following, among others:

• We tested the effectiveness of controls over management’s impairment evaluation, including those over the determination of the fair value of the DSI and Onboard Weighing reporting units, such as controls related to management’s forecasts of future revenues, profitability, working capital requirements and selection of discount and long term growth rates.

• We evaluated management’s ability to accurately forecast operating performance by comparing actual results to management’s historical forecasts.

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– Internal communications to management and the Board of Directors.

With the assistance of our fair value specialists, we evaluated the valuation methodologies and the reasonableness of the discount and long term growth rates, including testing the underlying source information and the mathematical accuracy of the calculations, and developing a range of independent estimates and comparing those to the discount and long term growth rates selected by management.

In addition, we tested management's reconciliation of the fair value of all the reporting units to the market capitalization of the Company.

/s/ Brightman Almagor Zohar & Co.

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Prepaid expenses and other current assets 17,088 14,520

Assets held for sale 5,229 —

Total current assets 236,949 243,062

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Acquisition costs 101 — —

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

Restructuring costs 1,062 1,560 1,518

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Net earnings 9,834 26,010 36,553

net earnings attributable to noncontrolling interests 303 490 222

net (loss) earnings attributable to noncontrolling interests ( 77 ) 303 490

Net earnings attributable to VPG stockholders

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VISHAY PRECISION GROUP, INC.

Consolidated Statements of Comprehensive Income

Consolidated Statements of Comprehensive Income (Loss)

(In thousands)

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Other comprehensive income (loss), net of tax ( 10,028 ) 2,031 ( 5,892 )

Comprehensive income 28,041 30,661 18,106

comprehensive income attributable to noncontrolling interests 303 490 222

Comprehensive income attributable to VPG stockholders $ 27,738 $ 30,171 $ 17,884

Other comprehensive income (loss) ( 194 ) 28,041 30,661

comprehensive income (loss) attributable to noncontrolling interests ( 77 ) 303 490

Comprehensive income (loss) attributable to VPG stockholders $ ( 117 ) $ 27,738 $ 30,171

See accompanying notes.

VISHAY PRECISION GROUP, INC.

Consolidated Statements of Equity

(In thousands, except share amounts)

Stock Class B

Common Stock Treasury Stock Capital in

Par Value Retained

Earnings Accumulated

Comprehensive

Income (Loss) Total VPG

Stockholders' Equity Noncontrolling

Interests Total

Balance at January 1, 2022 $ 1,322 $ 103 $ ( 8,765 ) $ 199,151 $ 120,296 $ ( 35,008 ) $ 277,099 $ ( 57 ) $ 277,042

— — — — 36,063 — 36,063 490 36,553

Other comprehensive loss — — — — — ( 5,892 ) ( 5,892 ) — ( 5,892 )

Share-based compensation expense

— — — 2,439 — — 2,439 — 2,439

Restricted stock issuances ( 28,368 shares)

3 — — ( 426 ) — — ( 423 ) — ( 423 )

Purchase of treasury stock ( 85,213 shares)

— — ( 2,739 ) — — — ( 2,739 ) — ( 2,739 )

Distributions to noncontrolling interests

— — — — — — — ( 458 ) ( 458 )

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

Net earnings — — — — 25,707 — 25,707 303 26,010

Other comprehensive income — — — — — 2,031 2,031 — 2,031

Share-based compensation expense — — — 2,290 — — 2,290 — 2,290

Restricted stock issuances ( 47,189 shares)

5 — — ( 782 ) — — ( 777 ) — ( 777 )

Purchase of treasury stock ( 188,413 shares)

— — ( 5,915 ) — — — ( 5,915 ) — ( 5,915 )

Excise tax on net share repurchases — — ( 41 ) — — — ( 41 ) — ( 41 )

Distributions to noncontrolling interests — — — — — — — ( 195 ) ( 195 )

Balance at December 31, 2023 $ 1,330 $ 103 $ ( 17,460 ) $ 202,672 $ 182,066 $ ( 38,869 ) $ 329,842 $ 83 $ 329,925

Net earnings — — — — 9,911 — 9,911 ( 77 ) 9,834

Other comprehensive loss — — — — — ( 10,028 ) ( 10,028 ) — ( 10,028 )

Share-based compensation expense — — — 971 — — 971 — 971

Restricted stock issuances ( 55,219 shares)

6 — — ( 860 ) — — ( 854 ) — ( 854 )

Purchase of treasury stock ( 244,702 shares)

— — ( 7,815 ) — — — ( 7,815 ) — ( 7,815 )

Excise tax on net share repurchases — — ( 60 ) — — — ( 60 ) — ( 60 )

Distributions to noncontrolling interests — — — — — — — ( 113 ) ( 113 )

Balance at December 31, 2024 $ 1,336 $ 103 $ ( 25,335 ) $ 202,783 $ 191,977 $ ( 48,897 ) $ 321,967 $ ( 107 ) $ 321,860

See accompanying notes.

VISHAY PRECISION GROUP, INC.

Consolidated Statements of Cash Flows

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Adjustments to reconcile net earnings to net cash provided by operating activities:

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

Depreciation and amortization 15,805 15,550 15,353

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Financing activities

Principal payments on long-term debt — — ( 18 )

Proceeds from revolving facility — — 20,000

Debt issuance costs ( 570 ) — —

Payments on revolving facility — ( 29,000 ) —

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Distributions to noncontrolling interests ( 113 ) ( 195 ) ( 457 )

Payment of excise tax on net share repurchases ( 41 ) — —

Payments of employee taxes on certain share-based arrangements ( 860 ) ( 825 ) ( 435 )

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Vishay Precision Group, Inc.

Consolidated Statements of Equity

(In thousands, except share amounts)

Stock Class B

Common Stock Treasury Stock Capital in

Par Value Retained

Earnings Accumulated

Comprehensive

Income (Loss) Total VPG

Stockholders' Equity Noncontrolling

Interests Total

Balance at January 1, 2021 $ 1,317 $ 103 $ ( 8,765 ) $ 197,764 $ 100,075 $ ( 32,671 ) $ 257,823 $ 34 $ 257,857

— — — — 20,221 — 20,221 222 20,443

Other comprehensive loss — — — — — ( 2,337 ) ( 2,337 ) — ( 2,337 )

Share-based compensation expense

— — — 2,244 — — 2,244 — 2,244

Restricted stock issuances ( 50,781 shares)

5 — — ( 857 ) — — ( 852 ) — ( 852 )

Distributions to noncontrolling interests

— — — — — — — ( 313 ) ( 313 )

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

Net earnings — — — — 36,063 — 36,063 490 36,553

Other comprehensive loss — — — — — ( 5,892 ) ( 5,892 ) — ( 5,892 )

Share-based compensation expense — — — 2,439 — — 2,439 — 2,439

Restricted stock issuances ( 28,368 shares)

3 — — ( 426 ) — — ( 423 ) — ( 423 )

Purchase of treasury stock ( 85,213 shares)

— — ( 2,739 ) — — — ( 2,739 ) — ( 2,739 )

Distributions to noncontrolling interests — — — — — — — ( 458 ) ( 458 )

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

Net earnings — — — — 25,707 — 25,707 303 26,010

Other comprehensive income — — — — — 2,031 2,031 — 2,031

Share-based compensation expense — — — 2,290 — — 2,290 — 2,290

Restricted stock issuances ( 47,189 shares)

5 — — ( 782 ) — — ( 777 ) — ( 777 )

Purchase of treasury stock ( 188,413 shares)

— — ( 5,915 ) — — — ( 5,915 ) — ( 5,915 )

Excise tax on net share repurchases — — ( 41 ) — — — ( 41 ) — ( 41 )

Distributions to noncontrolling interests — — — — — — — ( 195 ) ( 195 )

Balance at December 31, 2023 $ 1,330 $ 103 $ ( 17,460 ) $ 202,672 $ 182,066 $ ( 38,869 ) $ 329,842 $ 83 $ 329,925

See accompanying notes.

Vishay Precision Group, Inc.

Notes to Consolidated Financial Statements

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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.

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The amount charged to expense for research and development was $ 20.0 million, $ 20.4 million, and $ 19.8 million for the years ended December 31, 2024, 2023, and 2022, respectively.

Note 1 – Background and Summary of Significant Accounting Policies (continued)

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements.

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Inventories are adjusted for estimated excess and obsolescence and written down to net realizable value based upon estimates of future demand, technology developments, and market conditions.

Assets Held For Sale

The Company considers properties to be assets held for sale when (1) management commits to a plan to sell the property;

(2) it is unlikely that the disposal plan will be significantly modified or discontinued;

(3) the property is available for immediate sale in its present condition;

(4) actions required to complete the sale of the property have been initiated;

(5) sale of the property is probable and we expect the completed sale will occur within one year;

and (6) the property is actively being marketed for sale at a price that is reasonable given our estimate of current market value.

Upon designation of a property as an asset held for sale, we reclassify it to current assets as “Asset held for sale” and we record the property’s value at the lower of its carrying amount or its estimated fair value, less estimated costs to sell, and we cease depreciation.

Property and Equipment

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These estimates are based on historical experience and information obtained from the management of the acquired companies, and are inherently uncertain.

Note 1 – Background and Summary of Significant Accounting Policies (continued)

Goodwill and Other Intangible Assets

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Any impairment would be recognized in the reporting period in which it has been identified.

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.

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

As described in Note 5 to the consolidated financial statements, the 2024, 2023 and 2022 annual impairment tests resulted in no impairment.

In 2021, an impairment charge was recorded.

Definite-lived intangible assets, such as customer relationships, patents and acquired technology, non-competition agreements, and certain trade names are amortized on a straight-line method over their estimated useful lives.

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Exchange gains and losses arising from remeasurement of foreign currency-denominated monetary assets and liabilities are included in the consolidated statements of operations.

Note 1 – Background and Summary of Significant Accounting Policies (continued)

Share-Based Compensation

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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:

Recent accounting pronouncements

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

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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.

As part of this Annual Report, the Company adopted ASU 2023-07, which was applied retrospectively to all prior periods presented.

Refer to Note 14 herein for further details regarding this adoption.

In December 2023, the FASB issued ASU No.

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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.

Adoption of this ASU should be applied on a prospective basis, although retrospective application is permitted.

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

In November 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), Disaggregation of Income Statement Expenses.

This update aims to enhance the transparency of financial reporting by requiring public business entities (PBEs) to provide disaggregated disclosure of certain income statement expense captions into specified categories in disclosures within the footnotes to the financial statements.

The ASU is effective for annual fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027.

Early adoption is permitted.

Adoption of this ASU should be applied on a prospective basis, although retrospective application is permitted.

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

Note 2 – Revenues

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)

Year Ended December 31, 2023

Year to date December 31, 2024

Sensors Weighing Solutions Measurement Systems Total

United States $ 38,500 $ 44,599 $ 50,758 $ 133,857

United Kingdom 3,833 14,980 360 19,173

Other Europe 32,262 38,649 5,430 76,341

Europe 31,827 49,900 5,676 87,403

Israel 19,156 376 — 19,532

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$ 112,238 $ 107,205 $ 87,079 $ 306,522

Year Ended December 31, 2022

Year to date December 31, 2023

Sensors Weighing Solutions Measurement Systems Total

United States $ 49,998 $ 55,421 $ 55,703 $ 161,123

United Kingdom 3,481 15,697 572 19,750

Other Europe 31,938 37,490 5,168 74,596

Europe 36,095 53,629 5,790 95,513

Israel 17,772 292 — 18,064

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$ 139,783 $ 122,528 $ 92,737 $ 355,048

Year Ended December 31, 2021

Year to date December 31, 2022

Sensors Weighing Solutions Measurement Systems Total

United States $ 51,246 $ 58,076 $ 52,435 $ 161,757

United Kingdom 3,083 16,577 752 20,412

Other Europe 25,859 39,549 2,503 67,911

Europe 35,419 53,188 5,740 94,347

Israel 28,413 470 — 28,883

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The following table disaggregates net revenue by market sector (in thousands) :

Note 2 – Revenues

Years Ended December 31,

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When a payment becomes due based on the contract terms, the Company will reduce the contract asset and record a receivable.

Contract liabilities are deferred revenues that are recorded when cash payments are received or due in advance of our

Note 2 – Revenues (continued)

performance obligations.

Contract liabilities are deferred revenues that are recorded when cash payments are received or due in advance of our performance obligations.

Our payment terms vary by the type and location of the products offered.

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Note 3 – Acquisition Activity

Diversified Technical Systems, Inc.

On June 1, 2021, VPG completed the acquisition of California-based Diversified Technical Systems, Inc.

(“DTS”), a manufacturer of data acquisition systems and sensors for product safety and testing, for a purchase price of $ 47.2 million.

The Company used cash on hand and borrowings under its revolving credit facility to fund the purchase price under the purchase agreement.

DTS reports into the Company's Measurement Systems segment.

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

On September 30, 2024, the Company completed the acquisition of Nokra, a German-based, privately held maker of precision measuring and testing equipment for manufacturing, for a purchase price of $ 4.4 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.

The Company used cash on hand to fund the purchase under the purchase agreement.

Nokra reports into the Company's Measurement Systems segment.

The following table summarizes the provisional fair values assigned to the assets and liabilities of Nokra as of September 30, 2024 (in thousands):

Note 3 – Acquisition Activity (continued)

September 30, 2024

Working capital 1,214

3 unchanged sentences

Acquired technology 1,211

Customer relationships 8,135

Trade names 2,393

Customer backlog 141

Total intangible assets 1,352

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The Company utilizes certain valuations and studies to determine the fair value of the tangible and intangible assets acquired.

The estimated weighted average useful lives for the acquired technology and customer relationships are 15 years.

Trade names are treated as indefinite-lived intangible assets.

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

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

The estimated weighted average useful life for the acquired technology is 10 years and for customer backlog is 1 year.

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

The Company recorded acquisition costs associated with this transaction of $ 0.1 million in the fourth quarter of 2024, which included legal fees.

Note 4- Assets held for sale

During the fourth quarter of 2024, the Company committed to a plan to sell its manufacturing facility located at Kent, Washington (Weighing Solutions Segment) as part of the Company’s ongoing strategy to focus on core operations and optimize its asset base utilization.

The Company determined that the criteria for classifying the asset as held for sale as of December 31, 2024, have been met.

Accordingly, the carrying value of the asset is presented separately as a current asset in the consolidated balance sheet.

The Company expects to complete the sale within the next 12 months at a price which is higher than the carrying value of the asset.

A summary of the assets held for sale is included in the table below as of December 31, 2024:

Location Asset Category Cost Accumulated Depreciation Net Carrying Value

Kent, Washington Land $ 1,800 $ — $ 1,800

Building & Improvements $ 4,910 $ 1,481 $ 3,429

$ 6,710 $ 1,481 $ 5,229

Note 5 – Goodwill and Other Intangible Assets

The Company has four reporting units to which goodwill is allocated:

The Company has four reporting units to which goodwill was allocated:

steel, on-board weighing, DSI, and DTS.

For the steel and on-board weighing goodwill reporting units, the Company performed the qualitative assessment, which included assessment of macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, and other entity specific events which could impact the reporting unit.

Based on this review, it was determined that the fair value of each of those reporting units was in excess of its carrying value and therefore no quantitative impairment test was required.

For the DSI and DTS goodwill reporting units, the Company performed the quantitative impairment test.

In estimating the fair value of our DSI and DTS reporting units the Company used the income approach.

In 2024 the Company performed a quantitative impairment test for all its reporting units.

In estimating the fair value of our reporting units the Company used the income approach.

Changes in these estimates and assumptions could have a significant impact on the fair value of the reporting units.

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

Prior to 2022, the Company also had an instrumentation reporting unit.

The Company's analysis in 2021 resulted in an impairment for the instrumentation reporting unit, of $ 1.1 million in goodwill, which represented the remainder of the goodwill balance, and $ 0.1 million in indefinite-lived intangible trade name .

If the fair value exceeds the carrying value, no further evaluation is required and no impairment loss is recognized.

An impairment charge would be recognized to the extent the carrying value of goodwill exceeds the reporting unit fair value.

Note 5 – Goodwill and Other Intangible Assets (continued)

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

In 2024, 2023 and 2022, the results of the quantitative impairment test for all reporting units indicated that the fair value of the reporting units exceeded their carrying values, and therefore no impairment was recognized.

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

Total Measurement Systems Weighing Solutions

KELK Acquisition DSI Acquisition DTS Acquisition Stress-Tek Acquisition

Steel Nokra DSI DTS On-board Weighing

Balance at January 1, 2023 45,544 6,313 — 16,887 16,033 6,311

Adjustment to goodwill acquired 130 — — 130 —

Foreign currency translation adjustment 190 175 — 15 — —

Balance at December 31, 2023 45,734 6,488 — 16,902 16,033 6,311

Goodwill acquired 1,761 — 1,761 — — —

Foreign currency translation adjustment ( 676 ) ( 524 ) ( 128 ) ( 24 ) — —

Balance at December 31, 2024 46,819 5,964 1,633 16,878 16,033 6,311

Note 4 – Goodwill and Other Intangible Assets (continued)

Intangible assets were as follows (in thousands) :

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Amortization expense was $ 3.8 million, $ 3.8 million, and $ 3.9 million, for the years ended December 31, 2024, 2023, and 2022, respectively.

Note 5 – Goodwill and Other Intangible Assets (continued)

Estimated annual amortization expense for each of the next five years is as follows (in thousands) :

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

Note 5 – Restructuring Costs (continued)

Balance at beginning of year $ 249 $ 183

10 unchanged sentences

$ 17,564 $ 38,436 $ 45,088

Note 7 – Income Taxes (continued)

The expense (benefit) for income taxes is comprised of (in thousands) :

10 unchanged sentences

Total income tax expense $ 7,730 $ 12,426 $ 8,535

Note 6 – Income Taxes (continued)

A reconciliation of income tax expense (benefit) at the U.S.

11 unchanged sentences

Change in unrecognized tax benefits, net 99 476 ( 1,000 )

Impairment of goodwill — — 237

Specialty tax credits ( 502 ) ( 520 ) ( 639 )

42 unchanged sentences

However, there was insufficient positive evidence to overcome the negative evidence.

In June 2021, the Company acquired DTS.

DTS's opening balance sheet included $ 26.4 million of gross deferred tax liabilities, including $ 2.4 million of indefinite-lived liabilities.

The acquisition contributed to a $ 1.6 million net reduction in valuation allowance and deferred tax benefit for the Company in 2021.

In the second quarter of 2022, the Company completed the purchase accounting for the acquisition of DTS, which resulted in a $ 0.3 million reduction of deferred tax assets and corresponding increase in goodwill.

On September 30, 2024, the Company acquired Nokra.

Nokra's opening balance sheet included a $ 1.0 million of gross deferred tax assets, and a $ 1.2 million of indefinite-lived liabilities as a result of the purchase price allocation.

The acquisition contributed to a less than $ 0.1 million net increase in valuation allowance and deferred tax expense for the Company in 2024.

The Company has one year from the date of acquisition to finalize the purchase accounting for Nokra.

Overall, the cumulative losses and the acquisition impacts still indicate that realization of our U.S.

5 unchanged sentences

The net change in this valuation allowance was approximately $ 2.4 million, of which approximately $ 0.6 million related to state valuation allowances.

The change in valuation allowance related to state taxes exclusive of rate changes was $ 0.5 million benefit and $ 0.4 million expense for the years ended December 31, 2023 and 2022, respectively.

The change in valuation allowance related to state taxes exclusive of rate changes was $ 0.6 million expense and $ 0.5 million benefit for the years ended December 31, 2024 and 2023, respectively.

The Company also has valuation allowances of $ 2.1 million and $ 2.2 million at December 31, 2024 and 2023, respectively, with respect to certain foreign net operating loss and capital loss carryforwards.

Note 6 – Income Taxes (continued)

Significant valuation allowances are as follows (in thousands) :

Note 7 – Income Taxes (continued)

Jurisdiction 2024 2023

13 unchanged sentences

Undistributed earnings of the Company’s foreign subsidiaries were approximately $ 300.5 million at December 31, 2024 compared to $ 277.6 million at December 31, 2023.

As of December 31, 2023, the Company had provided for a deferred tax liability of approximately $ 2.1 million of withholding tax associated with unremitted earnings, including planned cash distributions of $ 16.6 million.

As of December 31, 2024, the Company had provided for a deferred tax liability of approximately $ 2.3 million of withholding tax associated with $ 25.3 million of unremitted, non-permanently reinvested earnings.

Substantially all of the remaining undistributed earnings are considered to be indefinitely reinvested and accordingly no provision has been made with respect to these earnings for incremental foreign income taxes, state income taxes or foreign withholding taxes.

34 unchanged sentences

Additionally, the Company's foreign subsidiaries file income tax returns in the countries in which they have operations and the statutes of limitations in those jurisdictions generally range from 3 to 10 years.

During the fourth quarters of 2021 and 2022, the Company concluded tax examinations in Israel for one of its subsidiaries covering 2016 and 2017 through 2020, respectively.

The conclusions of the audits resulted in the release of $ 1.4 million of reserves for uncertain tax positions, including accrued interest.

During the third quarter of 2022, the Company concluded tax examinations in Germany for two of its subsidiaries, covering the years 2017 through 2019.

The conclusion of the tax examinations resulted in no significant change in tax.

During the fourth quarter of 2022, the Company concluded a tax examination in Taiwan for one of its subsidiaries, covering the year 2020.

The conclusion of the tax examinations resulted in no change in tax.

During the fourth quarter of 2023, the Company received notice that an examination of 2021 and 2022 will begin in the first quarter of 2024 for one of its subsidiaries in France.

The Company also concluded a tax examination in Taiwan for one of its subsidiaries, covering the year 2021.

The conclusion of this tax examination resulted in no change in tax.

During the first quarter of 2024, a tax examination began of one its subsidiaries in Israel covering the years 2019-2022.

During the second quarter of 2024, the Company concluded a tax examination in France for one of its subsidiaries covering the years 2021 and 2022, which resulted in no change in tax.

During the fourth quarter of 2024, a tax examination began in Germany of three of the Company's subsidiaries.

The Company also concluded a tax examination in Taiwan for one of its subsidiaries covering the year 2022, which resulted in no change in tax.

The Company is subject to ongoing income tax audits, administrative appeals and judicial proceedings in India spanning a number of years.

5 unchanged sentences

2024 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.

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 existing 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 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 existing credit facility.

The aggregate principal amount of the 2024 Revolving Facility may be increased by a maximum of $ 25.0 million upon the request of the Company, subject to the terms of the 2024 Credit Agreement.

The 2020 Credit Agreement terminates on March 20, 2025.

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.

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.

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 0.01 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 days 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.

13 unchanged sentences

The Company’s Class B convertible common stock carries ten votes per share.

The common stock carries one vote per share.

Class B shares are transferable only to certain permitted transferees while the common stock is freely transferable.

The Company common stock carries one vote per share.

Class B shares are transferable only to certain permitted transferees.

Class B shares are convertible on a one -for-one basis at any time into shares of common stock.

Transfers of Class B shares other than to permitted transferees result in the automatic conversion of the Class B shares into common stock.

Transfers of Class B shares other than to permitted transferees will result in the automatic conversion of the Class B shares into common stock.

The Board of Directors may only declare dividends or other distributions with respect to the common stock or the Class B convertible common stock if it grants such dividends or distributions in the same amount per share with respect to the other class of stock.

5 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 December 31, 2023, the Company had repurchased an aggregate of 273,626 shares of its common stock under the Stock Repurchase Plan.

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.

The Board of Directors is authorized, without further stockholder approval, to issue from time to time up to an aggregate of 1,000,000 shares of preferred stock in one or more series.

14 unchanged sentences

$ ( 30,276 ) $ ( 11,243 ) $ ( 161 ) $ ( 11,404 ) $ ( 41,680 )

Reclassification adjustment for foreign currency translation

— 191 — 191 191

$ ( 35,008 ) $ ( 4,534 ) $ ( 1,358 ) $ ( 5,892 ) $ ( 40,900 )

December 31, 2023

5 unchanged sentences

( 41,489 ) 2,237 ( 10 ) 2,227 ( 39,262 )

Reclassification adjustment for foreign currency translation

$ ( 40,900 ) $ 2,072 $ ( 41 ) $ 2,031 $ ( 38,869 )

$ ( 35,008 ) $ ( 4,534 ) $ ( 1,358 ) $ ( 5,892 ) $ ( 40,900 )

December 31, 2024

47 unchanged sentences

Funded status at end of year $ ( 1,997 ) $ 1,953 $ ( 2,098 ) $ 1,852

Actuarial losses incurred in 2023 related to our U.S.

Actuarial gains incurred in 2024 related to our U.S.

plans are primarily the result of the decrease discount rate assumptions used to estimate the benefit obligation as of December 31, 2024 compared to December 31, 2023.

113 unchanged sentences

2029 174 1,106

2030-2034 812 6,112

The Company anticipates making contributions to its funded and unfunded pension of approximately $ 1.2 million during 2025.

20 unchanged sentences

Funded status at end of year $ ( 2,277 ) $ ( 2,490 )

Actuarial gains incurred in 2024 related to our post-retirement plans are primarily the result of the increase discount rate assumptions used to estimate the benefit obligation as of December 31, 2024 compared to December 31, 2023.

Actuarial losses incurred in 2023 related to our post-retirement plans are primarily the result of the decrease discount rate assumptions used to estimate the benefit obligation as of December 31, 2023 compared to December 31, 2022.

Actuarial gains incurred in 2022 related to our post-retirement plans are primarily the result of an increase in the discount rate assumptions used to estimate the benefit obligations as of December 31, 2022 compared to December 31, 2021.

Amounts recognized in the consolidated balance sheets consist of the following pre-tax amounts (in thousands) :

6 unchanged sentences

$ ( 566 ) $ ( 367 )

Note 9 – Pensions and Other Postretirement Benefits (continued)

Unrecognized gains and losses are amortized into future net periodic benefit cost using the 10% corridor method over the expected remaining service life of the employee group.

The following table sets forth the components of net periodic benefit costs (in thousands) :

Note10 – Pensions and Other Postretirement Benefits (continued)

Years ended December 31,

16 unchanged sentences

As the plans are unfunded, the Company's anticipated contributions for 2024 are equal to the estimated benefit payment.

Note 9 – Pensions and Other Postretirement Benefits (continued)

Other Retirement Obligations

Note10 – Pensions and Other Postretirement Benefits (continued)

The Company participates in various other defined contribution plans based on local law or custom.

12 unchanged sentences

The consolidated balance sheets include assets held in trust related to the nonqualified deferred compensation plan of $ 4.6 million and $ 4.3 million at December 31, 2024 and 2023 respectively, and the related liabilities of $ 5.9 million and $ 5.6 million at December 31, 2024 and 2023, respectively.

In July 2024, the UK Court of Appeal upheld a ruling in the matter of Virgin Media Limited versus NTL Pension Trustees II Limited, that certain historical amendments for contracted out defined benefit schemes were invalid if they were not accompanied by the correct actuarial confirmation, a decision that the Company was not a party to or involved in and could impact the Company’s non US pension plan in the UK.

The Company and its UK pension scheme trustee are reviewing this development, along with its actuaries, and considering whether this decision has any implications for its UK pension plan.

Note 11 – Share-Based Compensation

10 unchanged sentences

The Company recognizes compensation cost for RSUs that are expected to vest and for which performance criteria are expected to be met.

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.

The awards have an aggregate target grant-date fair value of $ 1.9 million were comprised of 43,243 RSUs.

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.

Fifty percent of these awards will vest on January 1, 2027, subject to the executives’ continued employment.

2 unchanged sentences

Certain employees received awards, of which 75 % are performance-based and certain employees received awards of which 50 % are performance-based.

The awards have an aggregate target grant-date fair value of $ 0.6 million and were comprised of 14,338 RSUs.

The awards have an aggregate grant-date fair value of $ 0.6 million and were comprised of 16,821 RSUs.

The non-performance portion of these awards ( twenty-five percent for certain employees and fifty percent for certain employees) will vest on January 1, 2027, subject to the employees' continued employment.

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, as amended at such time, the Board of Directors approved the issuance of an aggregate of 13,923 RSUs to each of the Company's non-employee 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 the directors' continued service on the Board of Directors.

Vesting of equity awards may be subject to acceleration under certain circumstances.

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

Note 11 – Share-Based Compensation (continued)

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.

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 2,265 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.

On December 4, 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 1,588 RS Us to an independent board member of the Board of Directors in connection with her appointment to the Board of Directors.

The award had an aggregate grant-date fair value of $ 0.04 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.

VPG determines compensation cost for RSUs based on the grant-date fair value of the underlying common stock.

The Company recognizes compensation cost for RSUs that are expected to vest and for which performance criteria are expected to be met.

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

Vesting of equity awards may be subject to acceleration under certain circumstances.

RSU activity is presented below (number of RSUs in thousands) :

14 unchanged sentences

These awards are therefore available for future grants under the Plan.

RSUs with performance-based vesting criteria are expected to vest as follows (number of RSUs in thousands) :

Vesting Date Expected to Vest Not Expected to Vest Total

January 1, 2024 33 1 34

January 1, 2025 and July 1 2025 24 10 34

January 1, 2026 14 16 30

None of the RSUs with performance-based criteria is expected to vest in the coming 3 years period.

Share-Based Compensation Expense

6 unchanged sentences

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

Note 11 – Share-Based Compensation (continued)

During 2023, a net adjustment of $ 0.4 million decreasing share-based compensation expense was recorded, based on the evaluation of performance objectives associated with awards granted in 2021, 2022 and 2023.

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

During the fourth quarter of 2022, a net adjustment of $ 0.3 million increasing share-based compensation expense was recorded, based on the evaluation of performance objectives associated primarily with awards granted in 2020.

It was determined that certain objectives, which were deemed not likely to be met in previous years, were met.

During the fourth quarter of 2021, a net adjustment of $ 0.5 million increasing share-based compensation expense was recorded, based on the evaluation of performance objectives associated with awards granted in 2019.

It was determined that certain objectives, which were deemed not likely to be met in previous years, were met.

The total tax benefit on share-based compensation expense was $ 0.2 million, $ 0.5 million and $ 0.5 million for the years ended December 31, 2024, 2023 and 2022, respectively.

The deferred tax benefit on share-based compensation expense was $ 0.1 million , $ 0.2 million, and $ 0.4 million for the years ended December 31, 2023, 2022, and 2021, respectively.

As of December 31, 2023, the Company had $ 2.2 million of unrecognized share-based compensation expense related to share-based awards that will be recognized over a weighted-average period of approximately 1.5 years.

The deferred tax benefit (expense) on share-based compensation expense was $( 0.3 ) million , $ 0.1 million, and $ 0.2 million for the years ended December 31, 2024, 2023, and 2022, respectively.

As of December 31, 2024, the Company had $ 0.3 million of unrecognized share-based compensation expense related to share-based awards that expected to be recognized over a weighted-average period of approximately 0.4 years.

Note 12 – Commitments, Contingencies, and Concentrations

Tax Assessment

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 $ 2.3 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 files an appeal against this assessment.

Given the 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.

The Company is subject to various legal proceedings that constitute ordinary, routine litigation incidental to its business.

17 unchanged sentences

At December 31, 2024 and 2023, the Company had no significant concentrations of credit risk.

Note 12 – Commitments, Contingencies, and Concentrations (continued)

Geographic Concentrations

At December 31, 2024 and 2023, a significant percentage of the Company’s cash and cash equivalents are held outside the United States.

See the following table for the percentage of cash and cash equivalents by region at December 31, 2023 and December 31, 2022:

See the following table for the percentage of cash and cash equivalents by region of subsidiary, at December 31, 2024 and December 31, 2023:

Asia 21 % 22 %

2 unchanged sentences

Europe 14 % 23 %

United Kingdom 5 % 10 %

Canada 3 % 11 %

1 unchanged sentence

Note 13 - 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 .

Note 12 - Leases ( continued)

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

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

16 unchanged sentences

Undiscounted maturities of operating lease payments as of December 31, 2024 are summarized as follows (in thousands) :

Note 13 - Leases ( continued)

Thereafter 8,826

9 unchanged sentences

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

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

Management believes that evaluating segment performance, excluding items such as restructuring and severance costs, impairment of goodwill and indefinite-lived intangible assets, acquisition costs, and other items is meaningful because they relate to occurrences or events that are outside of our core operations, and management believes that the use of these measures provides a consistent basis to evaluate our operating profitability and performance trends across comparable periods.

The evaluation of the segments performance is based on multiple performance measures including revenues and operating income, exclusive of certain items.

Management believes that evaluating segment performance, excluding items such as restructuring severance, impairment of goodwill and indefinite-lived intangible assets and amortization of intangible assets, acquisition costs, and other items is meaningful because they relate to occurrences or events that are outside of our core operations, and management believes that the use of these measures provides a consistent basis to evaluate our operating profitability and performance trends across comparable periods.

The accounting policies of the segments are the same as those described in the summary of significant accounting policies (see Note 1).

1 unchanged sentence

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

Note 13 – Segment and Geographic Data (continued)

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

Note 14 – Segment and Geographic Data (continued)

Sensors Weighing Solutions Measurement Systems Corporate/

1 unchanged sentence

Intersegment revenues 1,756 — — ( 1,756 ) —

Total revenues 113,994 107,205 87,079 ( 1,756 ) 306,522

Costs of products sold 75,236 68,010 39,500 ( 1,756 ) 180,990

Gross profit 38,758 39,195 47,579 — 125,532

Segment operating income (loss) 34,825 21,570 20,607 ( 35,048 ) 41,954

Research and development expenses 4,196 5,302 10,461 — 19,959

Segment selling, general, and administrative expenses* 16,408 19,516 19,293 — 55,217

Segment operating income 18,154 14,377 17,825 — 50,356

Other supplemental information:

Acquisition costs — — 101 — 101

Restructuring costs 686 76 — 300 1,062

4 unchanged sentences

Intersegment revenues 1,743 — — ( 1,743 ) —

Total revenues 141,526 122,528 92,737 ( 1,743 ) 355,048

Costs of products sold 86,396 77,252 42,801 ( 1,743 ) 204,706

Gross profit 55,130 45,276 49,936 — 150,342

Segment operating income (loss) 41,671 21,232 18,399 ( 37,503 ) 43,799

Research and development expenses 4,424 5,518 10,433 — 20,375

Segment selling, general, and administrative expenses* 15,881 18,188 18,896 — 52,965

Segment operating income 34,825 21,570 20,607 — 77,002

Other supplemental information:

Restructuring costs — 1,478 32 50 1,560

4 unchanged sentences

Intersegment revenues 2,121 — — ( 2,121 ) —

Total revenues 154,342 125,715 84,644 ( 2,121 ) 362,580

Costs of products sold 93,255 82,537 39,307 ( 2,121 ) 212,978

Gross profit 61,087 43,178 45,337 — 149,602

Segment operating income (loss) 26,527 23,184 13,480 ( 35,819 ) 27,372

Acquisition costs — — 1,198 — 1,198

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

Research and development expenses 4,175 5,405 10,185 — 19,765

Segment selling, general, and administrative expenses* 15,241 16,541 16,753 — 48,535

Segment operating income 41,671 21,232 18,399 — 81,302

Other supplemental information:

Restructuring costs 1,460 — 58 — 1,518

2 unchanged sentences

Total assets 156,816 148,041 153,547 18,338 476,742

The “Corporate/Other” column for segment operating income (loss) includes unallocated selling, general, and administrative expenses and certain items which management excludes from segment results when evaluating segment performance, as follows (in thousands) :

Note 14 – Segment and Geographic Data (continued)

* Segment selling, general and administrative expenses are direct selling, general and administrative expenses, excluding research and development expenses and amortization of intangible assets attributed to the segment.

The following table reconciles segment profit to consolidated income before taxes (in thousands) :

Years ended December 31,

2024 2023 2022

Unallocated selling, general, and administrative expenses $ ( 33,488 ) $ ( 35,985 ) $ ( 33,322 )

Segment operating income $ 50,356 $ 77,002 $ 81,302

Acquisition costs 101 — —

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

Restructuring costs 1,062 1,560 1,518

$ ( 35,048 ) $ ( 37,503 ) $ ( 35,819 )

Note 13 – Segment and Geographic Data (continued)

Unallocated G&A expenses 32,329 33,488 35,985

Operating income $ 16,864 $ 41,954 $ 43,799

Other income (expense) $ 700 $ ( 3,518 ) $ 1,289

Income before taxes $ 17,564 $ 38,436 $ 45,088

The following geographic data includes property and equipment based on physical location (in thousands) :

1 unchanged sentence

United States $ 7,125 $ 12,935

United Kingdom 3,364 3,368

Other Europe 1,957 1,721

Europe 5,143 5,321

Israel 40,493 43,987

28 unchanged sentences

2024 2023 2022

Foreign exchange (loss)/gain $ ( 822 ) $ 3,579 $ ( 110 )

Foreign exchange gain/(loss) $ 1,878 $ ( 822 ) $ 3,579

Interest income 1,673 1,651 401

3 unchanged sentences

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

The change in foreign exchange gains / (losses) for the year ended December 31, 2023, as compared to the prior year period, is primarily due to fluctuations in the Israeli shekel, the Canadian dollar and the British pound.

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

The foreign exchange gain/(loss) for the year ended December 31, 2024, is primarily due to fluctuations in the Japanese yen, Israeli shekel and the Canadian dollar.

The foreign exchange gain/(loss) for the year ended December 31, 2023, is primarily due to fluctuations in the Israeli shekel, the Canadian dollar and the British pound and for the year ended December 31, 2022, is primarily due to fluctuations in the Israeli shekel, the Japanese yen and the British pound.

Note 16 – Additional Financial Statement Information (continued)

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

The change in foreign exchange gains / (losses) for the year ended December 31, 2022, as compared to the prior year period, is primarily due to fluctuations in the Israeli shekel, the Japanese yen and the British pound.

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

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

29 unchanged sentences

These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Note 16 – Fair Value Measurements (continued)

Unobservable inputs that reflect the Company’s own assumptions.

An asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

Note 17 – Fair Value Measurements (continued)

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

19 unchanged sentences

VPG owns one location in Japan at which it leases space to Vishay Intertechnology.

Vishay Intertechnology owns one location in the United States, at which it leases space to VPG.

Lease receipts and payments related to the shared facilities are immaterial.

Lease receipts related to the shared facility are immaterial.

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-K

Item 9A. Controls and Procedures