10-Q 1 vpg-20240330.htm 10-Q vpg-20240330
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended          March 30, 2024
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission File Number 1-34679
VISHAY PRECISION GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware27-0986328
(State or Other Jurisdiction of Incorporation)(I.R.S. Employer Identification Number)
3 Great Valley Parkway, Suite 150
Malvern, PA, 19355
484-321-5300
(Address of Principal Executive Offices) (Zip Code)(Registrant’s Telephone Number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, $0.10 par valueVPGNew York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ý Yes ¨ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files. ý Yes ¨ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer¨Accelerated filerý
Non-accelerated filer¨Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ý No
As of May 7, 2024, the registrant had 12,331,036 shares of its common stock and 1,022,887 shares of its Class B convertible common stock outstanding.


VISHAY PRECISION GROUP, INC.
FORM 10-Q
March 30, 2024
CONTENTS
Page Number
– March 30, 2024 (Unaudited) and December 31, 2023
(Unaudited) – Fiscal Quarters Ended March 30, 2024 and April 1, 2023
(Unaudited) – Fiscal Quarters Ended March 30, 2024 and April 1, 2023
(Unaudited) –Three Fiscal Months Ended March 30, 2024 and April 1, 2023
(Unaudited) – Fiscal Quarters Ended March 30, 2024 and April 1, 2023
-2-


PART I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
VISHAY PRECISION GROUP, INC.
Consolidated Condensed Balance Sheets
(In thousands)
March 30, 2024December 31, 2023
(Unaudited)
Assets
Current assets:
Cash and cash equivalents$83,016 $83,965 
Accounts receivable, net 52,184 56,438 
Inventories:
Raw materials35,363 33,973 
Work in process27,638 26,594 
Finished goods26,665 27,572 
Inventories, net89,666 88,139 
Prepaid expenses and other current assets16,098 14,520 
Total current assets240,964 243,062 
Property and equipment:
Land4,130 4,154 
Buildings and improvements72,542 72,952 
Machinery and equipment130,071 131,738 
Software9,696 9,619 
Construction in progress11,737 11,379 
Accumulated depreciation(139,645)(139,206)
Property and equipment, net88,531 90,636 
Goodwill45,553 45,734 
Intangible assets, net43,602 44,634 
Operating lease right-of-use assets26,927 26,953 
Other assets20,624 20,547 
Total assets$466,201 $471,566 
Continues on the following page.
-3-


VISHAY PRECISION GROUP, INC.
Consolidated Condensed Balance Sheets
(In thousands)
March 30, 2024December 31, 2023
Liabilities and equity(Unaudited)
Current liabilities:
Trade accounts payable$10,792 $11,698 
Payroll and related expenses19,171 18,971 
Other accrued expenses21,807 22,427 
Income taxes3,713 4,524 
Current portion of operating lease liabilities4,090 4,004 
Current portion of long-term debt31,885  
Total current liabilities91,458 61,624 
Long-term debt 31,856 
Deferred income taxes3,478 3,490 
Operating lease liabilities22,353 22,625 
Other liabilities14,048 14,770 
Accrued pension and other postretirement costs6,996 7,276 
Total liabilities138,333 141,641 
Equity:
Common stock1,334 1,330 
Class B convertible common stock103 103 
Treasury stock(20,230)(17,460)
Capital in excess of par value202,475 202,672 
Retained earnings187,957 182,066 
Accumulated other comprehensive loss(43,763)(38,869)
Total Vishay Precision Group, Inc. stockholders' equity327,876 329,842 
Noncontrolling interests(8)83 
Total equity327,868 329,925 
Total liabilities and equity$466,201 $471,566 
See accompanying notes.
-4-


VISHAY PRECISION GROUP, INC.
Consolidated Condensed Statements of Operations
(Unaudited - In thousands, except per share amounts)
Fiscal quarter ended
March 30, 2024April 1, 2023
Net revenues$80,783 $88,864 
Costs of products sold45,689 51,665 
Gross profit35,094 37,199 
Selling, general, and administrative expenses27,394 27,159 
Restructuring costs782 116 
Operating income6,918 9,924 
Other income (expense):
Interest expense(628)(997)
Other1,860 275 
Other income (expense)1,232 (722)
Income before taxes8,150 9,202 
Income tax expense2,318 2,220 
Net earnings5,832 6,982 
Less: net (loss) earnings attributable to noncontrolling interests(59)18 
Net earnings attributable to VPG stockholders$5,891 $6,964 
Basic earnings per share attributable to VPG stockholders$0.44 $0.51 
Diluted earnings per share attributable to VPG stockholders$0.44 $0.51 
Weighted average shares outstanding - basic13,405 13,586 
Weighted average shares outstanding - diluted13,468 13,652 















See accompanying notes.
-5-


VISHAY PRECISION GROUP, INC.
Consolidated Condensed Statements of Comprehensive Income (Loss)
(Unaudited - In thousands)
Fiscal quarter ended
March 30, 2024April 1, 2023
Net earnings$5,832 $6,982 
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment(4,892)1,502 
Pension and other postretirement actuarial items(2)3 
Other comprehensive (loss) income(4,894)1,505 
Comprehensive income938 8,487 
Less: comprehensive (loss) income attributable to noncontrolling interests(59)18 
Comprehensive income attributable to VPG stockholders$997 $8,469 


































See accompanying notes.
-6-


VISHAY PRECISION GROUP, INC.
Consolidated Condensed Statements of Cash Flows
(Unaudited - In thousands)
Three fiscal months ended
March 30, 2024April 1, 2023
Operating activities
Net earnings$5,832 $6,982 
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization3,943 3,858 
Gain on sale of property and equipment(149) 
Share-based compensation expense661 681 
Inventory write-offs for obsolescence582 425 
Deferred income taxes44 383 
Foreign currency impacts and other items(2,253)(1,022)
Net changes in operating assets and liabilities:
Accounts receivable3,086 1,201 
Inventories(2,887)(2,854)
Prepaid expenses and other current assets(1,766)1,260 
Trade accounts payable67 (1,713)
Other current liabilities242 (695)
Other non current assets and liabilities, net(792)(201)
Accrued pension and other postretirement costs, net(205)138 
Net cash provided by operating activities6,405 8,443 
Investing activities
Capital expenditures(2,573)(3,501)
Proceeds from sale of property and equipment341  
Net cash used in investing activities(2,232)(3,501)
Financing activities
Purchase of treasury stock(2,755) 
Distributions to noncontrolling interests(32)(20)
Payments of employee taxes on certain share-based arrangements(858)(825)
Net cash used in financing activities(3,645)(845)
Effect of exchange rate changes on cash and cash equivalents(1,477)622 
(Decrease) increase in cash and cash equivalents(949)4,719 
Cash and cash equivalents at beginning of period83,965 88,562 
Cash and cash equivalents at end of period$83,016 $93,281 
Supplemental disclosure of investing transactions:
Capital expenditures accrued but not yet paid$1,480 $806 
Supplemental disclosure of financing transactions:
Excise tax on net share repurchases accrued but not yet paid$15  
See accompanying notes.
-7-


VISHAY PRECISION GROUP, INC.
Consolidated Condensed Statements of Equity
(Unaudited - In thousands, except share amounts)
Fiscal quarter ended 
 
March 30, 2024
Common
Stock
Class B
Convertible
Common Stock
Treasury StockCapital in
Excess of
Par Value
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Total VPG Inc.
Stockholders'
Equity
Noncontrolling
Interests
Total
Equity
Balance at December 31, 2023$1,330 $103 $(17,460)$202,672 $182,066 $(38,869)$329,842 $83 $329,925 
Net earnings    5,891  5,891 (59)5,832 
Other comprehensive loss     (4,894)(4,894) (4,894)
Share-based compensation expense
   661   661  661 
Restricted stock issuances (38,607 shares)
4   (858)  (854) (854)
Purchase of treasury stock (84,765 shares)
  (2,755)   (2,755) (2,755)
Excise tax on net share repurchases  (15)   (15) (15)
Distributions to noncontrolling interests       (32)(32)
Balance at March 30, 2024$1,334 $103 $(20,230)$202,475 $187,957 $(43,763)$327,876 $(8)$327,868 
Fiscal quarter ended 
 
April 1, 2023
Common
Stock
Class B
Convertible
Common Stock
Treasury StockCapital in
Excess of
Par Value
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Total VPG Inc.
Stockholders'
Equity
Noncontrolling
Interests
Total
Equity
Balance at December 31, 2022$1,325 $103 $(11,504)$201,164 $156,359 $(40,900)$306,547 $(25)$306,522 
Net earnings
— — — — 6,964 — 6,964 18 6,982 
Other comprehensive income— — — — — 1,505 1,505 — 1,505 
Share-based compensation expense
— — — 681 — — 681 — 681 
Restricted stock issuances (29,803 shares)
3 — — (780)— — (777)— (777)
Distribution to noncontrolling interests— — — — — — — (20)(20)
Balance at April 1, 2023$1,328 $103 $(11,504)$201,065 $163,323 $(39,395)$314,920 $(27)$314,893 
See accompanying notes.
-8-


Vishay Precision Group, Inc.
Notes to Unaudited Consolidated Condensed Financial Statements
Note 1 – Basis of Presentation
Background
Vishay Precision Group, Inc. (“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. Our products are marketed under brand names that we believe are characterized as having a very high level of precision and quality, and we employ an operationally diversified structure to manage our businesses.
Interim Financial Statements
These unaudited consolidated condensed financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") for interim financial statements and therefore do not include all information and footnotes necessary for the presentation of financial position, results of operations, and cash flows required by accounting principles generally accepted in the United States for complete financial statements. 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 March 30, 2024 are not necessarily indicative of the results to be expected for the full year. VPG reports interim financial information for 13-week periods beginning on a Sunday and ending on a Saturday, except for the first quarter, which always begins on January 1, and the fourth quarter, which always ends on December 31. The four fiscal quarters in 2024 and 2023 end on the following dates: 
20242023
Quarter 1March 30,April 1,
Quarter 2June 29,July 1,
Quarter 3September 28,September 30,
Quarter 4December 31,December 31,

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

Recent accounting pronouncements not yet adopted:
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The ASU expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly reviewed by the chief operating decision maker ("CODM") and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. The ASU also allows, in addition to the measure that is most consistent with U.S. GAAP, the disclosure of additional measures of segment profit or loss that are used by the CODM in assessing segment performance and deciding how to allocate resources. The ASU is effective for the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and subsequent interim periods, with early adoption permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU requires disclosure of specific categories in the rate reconciliation and additional information for reconciling items that meet a quantitative threshold. The amendment also includes other changes to improve the effectiveness of income tax disclosures, including further disaggregation of income taxes paid for individually significant jurisdictions. This ASU is effective for annual periods beginning after December 15, 2024. Adoption of this ASU should be applied on a prospective basis. Early adoption is permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.
-9-


Note 2 – Revenues
Revenue Recognition

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):
Fiscal quarter ended 
 
March 30, 2024
Fiscal quarter ended 
 
April 1, 2023
SensorsWeighing SolutionsMeasurement SystemsTotalSensorsWeighing SolutionsMeasurement SystemsTotal
United States$9,879 $11,328 $11,443 $32,650 $12,674 $14,879 $10,661 $38,214 
Germany7,539 2,251 2,282 12,072 9,488 2,834 3,137 15,459 
Other Europe1,536 11,979 144 13,659 1,333 10,993 129 12,455 
Israel4,188 77  4,265 3,963 76  4,039 
Asia6,273 3,175 3,446 12,894 9,267 3,078 2,053 14,398 
Canada 34 5,209 5,243   4,299 4,299 
Total$29,415 $28,844 $22,524 $80,783 $36,725 $31,860 $20,279 $88,864 

The following table disaggregates net revenue from contracts with customers by market sector (in thousands).
Fiscal quarter ended
March 30, 2024April 1, 2023
Test & Measurement$15,650 $18,664 
Avionics, Military & Space6,989 11,707 
Transportation14,370 12,472 
Other Markets15,971 19,305 
Industrial Weighing9,814 11,026 
General Industrial5,319 4,798 
Steel12,670 10,892 
Total$80,783 $88,864 

Contract Assets & Liabilities

Contract assets are established when revenues are recognized prior to a contractual payment due from the customer. 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 performance obligations. Our payment terms vary by the type and location of the products offered. The term between invoicing and when payment is due is not significant.

The outstanding contract assets and liability accounts were as follows (in thousands):
Contract AssetContract Liability
Unbilled RevenueAccrued Customer Advances
Balance at December 31, 2023$2,989 $8,712 
Balance at March 30, 20244,614 7,984 
Increase (decrease)$1,625 $(728)
The amount of revenue recognized during the three fiscal months ended March 30, 2024 that was included in the contract liability balance at December 31, 2023 was $3.7 million.


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Note 3 – Goodwill

The Company's required goodwill and indefinite-lived asset annual impairment test is completed as of the first day of the fourth fiscal quarter each year. In 2023, the results of the quantitative impairment test for the Dynamic Systems Inc. ("DSI") and Diversified Technical Systems Inc. (“DTS”) reporting units indicated that the fair value of both reporting units exceeded their carrying values, and therefore no impairment was recognized.

The change in the carrying amount of goodwill by segment is as follows (in thousands):
TotalMeasurement SystemsWeighing Solutions
KELK AcquisitionDSI AcquisitionDTS AcquisitionStress-Tek Acquisition
Balance at December 31, 2023$45,734 $6,488 $16,902 $16,033 $6,311 
Foreign currency translation adjustment$(181)$(171)$(10)$— $— 
Balance at March 30, 2024$45,553 $6,317 $16,892 $16,033 $6,311 

Note 4 – Leases
The Company primarily leases office and manufacturing facilities in addition to vehicles, which have remaining terms of less than one year to twelve years, seven months. The Company has no finance leases.
Leases recorded on the balance sheet consist of the following (in thousands):
LeasesMarch 30, 2024December 31, 2023
 Assets
 Operating lease right of use asset$26,927 $26,953 
 Liabilities
 Operating lease - current$4,090 $4,004 
 Operating lease - non-current$22,353 $22,625 
Other information related to lease term and discount rate is as follows:
March 30, 2024
 Operating leases weighted average remaining lease term (in years)7.61 years
 Operating leases weighted average discount rate4.99 %

The components of lease expense are as follows (in thousands):
Fiscal quarter ended
March 30, 2024April 1, 2023
Operating lease cost$1,383 $1,244 
Short-term lease cost18 46 
Sublease income(113)(100)
Total net lease cost$1,288 $1,190 

Right of use assets obtained in exchange for new operating lease liability during the three fiscal months ended March 30, 2024 were $1.2 million. The Company paid $1.4 million and $1.2 million for its operating leases for each of the three fiscal months ended March 30, 2024 and April 1, 2023, which are included in operating cash flows on the consolidated condensed statements of cash flows.
-11-

Note 4 - Leases (continued)

Undiscounted maturities of operating lease payments as of March 30, 2024 are summarized as follows (in thousands):
2024 (excluding the three months ended March 30, 2024)$3,821 
20254,693 
20264,020 
20273,662 
20283,459 
Thereafter11,986 
Total future minimum lease payments$31,640 
 Less: amount representing interest(5,197)
 Present value of future minimum lease payments$26,443 

Note 5 – Income Taxes
VPG calculates the tax provision for interim periods using an estimated annual effective tax rate methodology based on projected full-year pre-tax earnings among the taxing jurisdictions in which we operate with adjustments for discrete items. The effective tax rate was 28.4% and 24.1% for the fiscal quarter ended March 30, 2024, and April 1, 2023, respectively. The effective tax rate for the fiscal quarter ended March 30, 2024 differs from the federal statutory rate of 21% due to foreign income taxed at different tax rates and changes in our valuation allowance on deferred tax assets. The effective tax rate for the fiscal quarter ended April 1, 2023 differs from the federal statutory rate of 21% due to foreign income taxed at different tax rates and changes in our valuation allowance on deferred tax assets.
The Company and its subsidiaries are subject to income taxes imposed by the U.S., various states, and the foreign jurisdictions in which we operate. Each jurisdiction establishes rules that set forth the years which are subject to examination by its tax authorities. While the Company believes the tax positions taken on its tax returns for each jurisdiction are supportable, they may still be challenged by the jurisdiction's tax authorities. In anticipation of such challenges, the Company has established reserves for tax-related uncertainties. These liabilities are based on the Company’s best estimate of the potential tax exposures in each respective jurisdiction. It may take a number of years for a final tax liability in a jurisdiction to be determined, particularly in the event of an audit. If an uncertain matter is determined favorably, there could be a reduction in the Company’s tax expense. An unfavorable determination could increase tax expense and could require a cash payment, including interest and penalties.

Note 6 – Long-Term Debt
Long-term debt consists of the following (in thousands):
March 30, 2024December 31, 2023
2020 Credit Agreement - Revolving Facility$32,000 $32,000 
Deferred financing costs(115)(144)
Total long-term debt$31,885 $31,856 
Less: current portion31,885  
Long-term debt, less: current portion$ $31,856 

2020 Credit Agreement
On March 20, 2020, the Company entered into a Third Amended and Restated Credit Agreement (the “2020 Credit Agreement”) among the Company, the lenders named therein, Citizens Bank, National Association and Wells Fargo Bank, National Association as joint lead arrangers and JPMorgan Chase Bank, National Association as agent for such lenders (the “Agent”), pursuant to which the terms of the Company’s multi-currency, secured credit facility were revised to provide a secured revolving facility (the “2020 Revolving Facility”) in an aggregate principal amount of $75.0 million, with a sublimit of $10.0 million which can be used for letters of credit for the account of the Company or its subsidiaries that are parties to the Credit Agreement. The proceeds of the 2020 Revolving Facility may be used on an ongoing basis for working capital and general corporate purposes. The aggregate principal amount of the 2020 Revolving Facility may be increased by a maximum of
-12-

Note 6 - Long-Term Debt (continued)

$25.0 million upon the request of the Company, subject to the terms of the 2020 Credit Agreement. The 2020 Credit Agreement terminates on March 20, 2025. Because the Credit Agreement expires less than one year from the end of the first fiscal quarter of 2024, the outstanding balance of long-term debt in the amount of $31.885 million has been reclassified as a current liability.
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. Additional customary fees apply with respect to letters of credit.

Note 7 - Accumulated Other Comprehensive Income (Loss)
The components of accumulated other comprehensive income (loss), net of tax, consist of the following (in thousands):
Foreign Currency Translation AdjustmentPension
and Other
Postretirement
Actuarial Items
Total
Balance at January 1, 2024$(39,262)$393 $(38,869)
Other comprehensive loss before reclassifications(4,892) (4,892)
Amounts reclassified from accumulated other comprehensive income (2)(2)
Balance at March 30, 2024$(44,154)$391 $(43,763)
Foreign Currency Translation AdjustmentPension
and Other
Postretirement
Actuarial Items
Total
Balance at January 1, 2023$(41,489)$589 $(40,900)
Other comprehensive loss before reclassifications1,502  1,502 
Amounts reclassified from accumulated other comprehensive income 3 3 
Balance at April 1, 2023$(39,987)$592 $(39,395)
Reclassifications of pension and other postretirement actuarial items out of accumulated other comprehensive income (loss) are included in the computation of net periodic benefit cost (see Note 8).

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Note 8 – Pension and Other Postretirement Benefits
Employees of VPG participate in various defined benefit pension and other postretirement benefit ("OPEB") plans. The following table sets forth the components of the net periodic benefit cost for the Company's defined benefit pension and OPEB plans (in thousands):
Fiscal quarter ended 
 
March 30, 2024
Fiscal quarter ended 
 
April 1, 2023
Pension
Plans
OPEB
Plans
Pension
Plans
OPEB
Plans
Net service cost$67 $4 $69 $4 
Interest cost191 27 190 28 
Expected return on plan assets(210) (212) 
Amortization of actuarial losses (gains)5 (3)8 (6)
Net periodic benefit cost$53 $28 $55 $26 


Note 9 – Share-Based Compensation
The Vishay Precision Group, Inc. 2022 Stock Incentive Plan (the "2022 plan") permits issuance of up to 608,000 shares of common stock. At March 30, 2024, the Company had reserved 486,632 shares of common stock for future grants of equity awards (restricted stock, unrestricted stock, restricted stock units ("RSUs"), or stock options) pursuant to the 2022 plan. If any outstanding awards are forfeited by the holder or canceled by the Company, the underlying shares would be available for re-grant to others. If shares are withheld for payment of taxes, those shares do not become available for grant under the 2022 plan.
On 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. The performance-based portion of the RSUs will also vest on January 1, 2027, subject to the executives' continued employment and the satisfaction of certain performance objectives relating to three-year cumulative “adjusted free cash flow” and "net earnings goals", each weighted equally.
On March 7, 2024, certain non-executive VPG employees were granted annual equity awards in the form of RSUs. 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 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.

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):
Three fiscal months ended
March 30, 2024April 1, 2023
Share-based compensation expense$661 $681 


-14-


Note 10 – Segment Information
VPG reports in three reportable segments: Sensors segment, Weighing Solutions segment, and Measurement Systems segment. The Sensors reporting segment is comprised of the foil resistor and strain gage operating segments. The Weighing Solutions segment is comprised of specialized modules and systems used to precisely measure weight, force, torque, and pressure. The Measurement Systems reporting segment is comprised of highly specialized systems for steel production, materials development, and safety testing.
The chief operating decision maker ("CODM") is our chief executive officer. The evaluation of the segment's 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 following table sets forth reporting segment information (in thousands):
Fiscal quarter ended
March 30, 2024April 1, 2023
Net revenues:
Sensors$29,414 $36,726 
Weighing Solutions28,845 31,859 
Measurement Systems22,524 20,279 
Total$80,783 $88,864 
Gross profit:
Sensors$10,732 $15,144 
Weighing Solutions11,266 11,129 
Measurement Systems13,094 10,926 
Total$35,092 $37,199 
Reconciliation of segment operating income to consolidated results:
Sensors$5,497 $9,933 
Weighing Solutions4,797 5,340 
Measurement Systems6,385 3,872 
Unallocated G&A expenses(8,979)(9,105)
Restructuring costs(782)(116)
Operating income$6,918 $9,924 
Restructuring costs:
Sensors$(542)$ 
Weighing Solutions (34)
Measurement Systems (32)
Corporate/Other(240)(50)
$(782)$(116)


-15-

Note 10 - Segment Information (continued)
Products are transferred between segments on a basis intended to reflect, as nearly as practicable, the market value of the products. The table below summarizes intersegment sales (in thousands):
Fiscal quarter ended
March 30, 2024April 1, 2023
Sensors to Weighing Solutions$469 $328 
Sensors to Measurement Systems10 36 

Note 11 – Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per share attributable to VPG stockholders (in thousands, except earnings per share):
Fiscal quarter ended
March 30, 2024April 1, 2023
Numerator:
Numerator for basic earnings per share:
Net earnings attributable to VPG stockholders$5,891 $6,964 
Denominator:
Denominator for basic earnings per share:
Weighted average shares13,405 13,586 
Effect of dilutive securities:
Restricted stock units63 66 
Dilutive potential common shares63 66 
Denominator for diluted earnings per share:
Adjusted weighted average shares13,468 13,652 
Basic earnings per share attributable to VPG stockholders
$0.44 $0.51 
Diluted earnings per share attributable to VPG stockholders
$0.44 $0.51 

Note 12 – Additional Financial Statement Information
Other Income (Expense) Other
The caption “Other” on the consolidated condensed statements of operations consists of the following (in thousands):
Fiscal quarter ended
March 30, 2024April 1, 2023
Foreign currency exchange gain$1,589 $62 
Interest income323 366 
Pension expense(10)(74)
Other(42)(79)
$1,860 $275 

-16-

Note 12 – Additional Financial Statement Information ( continued)
Foreign currency exchange gains represent the impact of changes in foreign currency exchange rates. The change in foreign currency exchange gains and losses for the fiscal quarter ended March 30, 2024, as compared to the prior year period, was largely due to exposure to currency fluctuations with the Japanese yen, the Canadian dollar, and the British pound.

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


Other Accrued Expenses

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


March 30, 2024December 31, 2023
Customer advance payments$7,984 $8,712 
Accrued restructuring290 249 
Goods received, not yet invoiced2,700 2,837 
Accrued taxes, other than income taxes1,793 1,370 
Accrued commissions3,580 4,077 
Accrued professional fees1,642 1,343 
Accrued technical warranty778 770 
Current accrued pensions and other post retirement costs511 511 
Other2,529 2,558 
$21,807 $22,427 


Note 13 – Fair Value Measurements
ASC Topic 820, Fair Value Measurement, establishes a valuation hierarchy of the inputs used to measure fair value. This hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:
Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. 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.
Level 3: 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.
The following table provides the financial assets and liabilities carried at fair value measured on a recurring basis (in thousands):
Fair value measurements at reporting date using:
Total
Fair Value
Level 1
Inputs
Level 2
Inputs
Level 3
Inputs
March 30, 2024
Assets
Assets held in rabbi trusts$6,148 $122 $6,026 $ 
December 31, 2023
Assets
Assets held in rabbi trusts$5,841 $59 $5,782 $ 
-17-

Note 13 – Fair Value Measurements (continued)
The Company maintains non-qualified trusts, referred to as “rabbi” trusts, to fund payments under deferred compensation and non-qualified pension plans. Rabbi trust assets consist primarily of marketable securities, classified as available-for-sale money market funds at March 30, 2024 and December 31, 2023, and company-owned life insurance assets. The marketable securities held in the rabbi trusts are valued using quoted market prices on the last business day of the period. The company-owned life insurance assets are valued in consultation with the Company’s insurance brokers using the value of underlying assets of the insurance contracts. The fair value measurement of the cash equivalents held in the rabbi trust are considered a Level 1 measurement and the measurement of the company-owned life insurance assets is considered a Level 2 measurement within the fair value hierarchy.
The fair value of the long-term debt, excluding capitalized deferred financing costs, at March 30, 2024 and December 31, 2023 approximates its carrying value as the revolving debt is reset on a monthly basis based on current market rates, plus a base rate as specified in the debt agreement. The fair value of long-term debt is considered a Level 2 measurement within the fair value hierarchy. The Company’s financial instruments include cash and cash equivalents, accounts receivable and accounts payable. The carrying amounts for these financial instruments reported in the consolidated condensed balance sheets approximate their fair values.

Note 14 – Restructuring Costs
Restructuring costs reflect the cost reduction programs implemented by the Company. Restructuring costs are expensed during the period in which the Company determines it will incur those costs and all requirements for accrual are met. Because these costs are recorded based upon estimates, actual expenditures for the restructuring activities may differ from the initially recorded costs. If the initial estimates are too low or too high, the Company could be required either to record additional expense in future periods or to reverse part of the previously recorded charges.
The Company recorded $0.8 million and $0.1 million of restructuring costs during the fiscal quarter ended March 30, 2024 and April 1, 2023, respectively. Restructuring costs were comprised primarily of employee termination costs, including severance and statutory retirement allowances, and were incurred in connection with various cost reduction programs.
The following table summarizes recent activity related to all restructuring programs. The accrued restructuring liability balance as of March 30, 2024 and December 31, 2023, respectively, is included in Other accrued expenses in the accompanying consolidated condensed balance sheets (in thousands):
Balance at December 31, 2023$249 
Restructuring charges in 2024782 
Cash payments(706)
Foreign currency exchange translation(35)
Balance at March 30, 2024$290 

Note 15 – Stockholder's Equity
On August 8, 2022, the Board of Directors (the “Board”) of the Company authorized the repurchase of up to 600,000 shares of the Company’s outstanding common stock (the “Stock Repurchase Plan”). The Stock Repurchase Plan 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 March 30, 2024, the Company had repurchased an aggregate of 358,391 shares of its common stock under the stock repurchase plan for consideration of $11.4 million.





-18-


Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
VPG 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. Our products are marketed under brand names that we believe are characterized as having a very high level of precision and quality, and we employ an operationally diversified structure to manage our businesses.
Driven by the continued proliferation of data generated by the expanding use of sensors across a widening array of industrial and non-industrial applications, precision measurement and sensing technologies help ensure and deliver required levels of quality of mission-critical or high-value data. VPG’s products are often at the first stage of a data value chain (i.e., the process of converting the physical world into a digital format that can be used for a specific purpose) and as such impact the effectiveness of vast number of critical, high-value downstream processes. Over the past few years, we have seen a broadening of precision sensing applications in both our traditional industrial markets and new markets, due to the development of higher functionality in our customers' end products. Our precision measurement solutions are used across a wide variety of end markets upon which we focus, including industrial, test and measurement, transportation, steel, medical, agriculture, avionics, military and space, and consumer product applications. The Company has a long heritage of innovation in sensor technologies that provide accuracy, reliability and repeatability that make our customers' products safer, smarter, and more productive. As the functionality of customers' products continues to increase, and they integrate more precision measurement sensors and related systems into their solutions, we believe this will offer substantial growth opportunities for our products and expertise.
The impact of the recent Israel-Hamas war
In October 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Hamas also launched extensive rocket attacks on Israeli population and industrial centers located along Israel’s border with the Gaza Strip and in other areas within the State of Israel. These attacks resulted in extensive deaths, injuries and kidnapping of civilians and soldiers. Following the attack, Israel’s security cabinet declared war against Hamas and a military campaign against these terrorist organizations commenced in parallel to their continued rocket and terror attacks.

Such geopolitical and military instabilities, impact of sanctions and trade restrictions imposed as a result thereof, operational disruptions at facilities located in Israel as a result of military call-ups of the Company’s employees in Israel, closure of the offices there, potential impact of litigation and risks related to supply chain disruptions, might affect the Company's business and results from operations.

As of May 7, 2024 (date of filing),our facilities in Israel remain open and operated at normal level. The extent and duration of the current war, the possibility of further spread of the conflict to other countries in the region as well as involving other political and military entities in the Middle East, poses risks to our operations and may lead to disruptions which could adversely affect our business, prospects, financial condition and results of operations.

While sales to customers in Israel is relatively a small portion of our revenues, our operations in Israel include executive offices, which are the workplace for key executives including our chief executive officer, as well as two manufacturing facilities located in the central part of Israel which source approximately 25 percent of our total worldwide revenues. We have implemented a contingency plan that we believe will secure supply of materials and logistics, build safety stock of finished goods and transfer these goods to our distribution centers outside of Israel.
We continue to take measures with regards to the safety of our employees. We may, however, determine at some point in the future to temporarily discontinue production in Israel for the safety of our employees. We could also face future production slowdowns or interruptions at either manufacturing location in Israel due to personnel absences or resource constraints such as the inability to source materials for production.
Overview of Financial Results
VPG reports in three product segments: Sensors segment, Weighing Solutions segment, and Measurement Systems segment. The Sensors reporting segment is comprised of the foil resistor and strain gage operating segments. The Weighing Solutions segment is comprised of specialized modules and systems used to precisely measure weight, force, torque, and pressure. The Measurement Systems reporting segment is comprised of highly specialized systems for steel production, materials development, and safety testing.
Net revenues for the fiscal quarter ended March 30, 2024 were $80.8 million versus $88.9 million for the comparable prior year period. Net earnings attributable to VPG stockholders for the fiscal quarter ended March 30, 2024 were $5.9 million, or $0.44 per diluted share, versus $7.0 million, or $0.51 per diluted share, for the comparable prior year period.
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The results of operations for the fiscal quarters ended March 30, 2024 and April 1, 2023 include items affecting comparability as listed in the reconciliations below. The reconciliations below include certain financial measures which are not recognized in accordance with U.S. generally accepted accounting principles ("GAAP"), including adjusted gross profits, adjusted gross profit margin, adjusted operating income, adjusted operating margin, adjusted net earnings, adjusted net earnings per diluted share, EBITDA, and adjusted EBITDA. These non-GAAP measures should not be viewed as an alternative to GAAP measures of performance. Non-GAAP measures such as adjusted gross profits, adjusted gross profit margin, adjusted operating income, adjusted operating margin, adjusted net earnings, adjusted net earnings per diluted share, EBITDA, and adjusted EBITDA do not have uniform definitions. These measures, as calculated by VPG, may not be comparable to similarly titled measures used by other companies. Management believes that these non-GAAP measures are useful to investors because each presents what management views as our core operating results for the relevant period. The adjustments to the applicable GAAP measures relate to occurrences or events that are outside of our core operations, and management believes that the use of these non-GAAP measures provides a consistent basis to evaluate our operating profitability and performance trends across comparable periods. In addition, the Company has historically provided these or similar non-GAAP measures and understands that some investors and financial analysts find this information helpful in analyzing the Company’s performance and in comparing the Company’s financial performance to that of its peer companies and competitors. Management believes that the Company’s non-GAAP measures are regarded as supplemental to its GAAP financial results.
Gross ProfitOperating IncomeNet Earnings Attributable to VPG StockholdersDiluted Earnings Per share
Three months ended March 30, 2024April 1, 2023March 30, 2024April 1, 2023March 30, 2024April 1, 2023March 30, 2024April 1, 2023
As reported - GAAP$35,094 $37,199 $6,918 $9,924 $5,891 $6,964 $0.44 $0.51 
As reported - GAAP Margins43.4 %41.9 %8.6 %11.2 %
Acquisition purchase accounting adjustments (a) 49  49  49  — 
Restructuring costs — 782 116 782 116 0.06 0.01 
Severance cost 0347 0347 0.03  
Foreign currency exchange gain (b) —  — (1,589)(62)(0.12)— 
Less: Tax effect of reconciling items and discrete tax items —  — (238)32 (0.01)— 
As Adjusted - Non GAAP$35,094 $37,248 $8,047 $10,089 $5,669 $7,035 $0.42 $0.52 
As Adjusted - Non GAAP Margins43.4 %41.9 %10.0 %11.4 %

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Fiscal quarter ended
March 30, 2024April 1, 2023
Net earnings attributable to VPG stockholders$5,891 $6,964 
Interest Expense628 997 
Income tax expense2,318 2,220 
Depreciation3,016 2,919 
Amortization927 939 
EBITDA12,780 14,039 
EBITDA MARGIN15.8 %15.8 %
Acquisition purchase accounting adjustments (a)— 49 
Restructuring costs782 116 
Severance cost347 — 
Foreign currency exchange gain (b)(1,589)(62)
ADJUSTED EBITDA$12,320 $14,142 
ADJUSTED EBITDA MARGIN15.3 %15.9 %

(a)     Acquisition purchase accounting adjustments include fair market value adjustments associated with inventory recorded as a component of costs of products sold.
(b)     Impact of foreign currency exchange rates on assets and liabilities.

Financial Metrics
We utilize several financial measures and metrics to evaluate performance and assess the future direction of our business. These key financial measures and metrics include net revenues, gross profit margin, end-of-period backlog, book-to-bill ratio, and inventory turnover.
Gross profit margin is computed as gross profit as a percentage of net revenues. Gross profit is generally net revenues less costs of products sold, but could also include certain other period costs. Gross profit margin is a function of net revenues, but also reflects our cost-cutting programs and our ability to contain fixed costs.
End-of-period backlog is one indicator of potential future sales. We include in our backlog only open orders that have been released by the customer for shipment in the next twelve months. If demand falls below customers’ forecasts, or if customers do not control their inventory effectively, they may cancel or reschedule the shipments that are included in our backlog, in many instances without the payment of any penalty. Therefore, backlog is not necessarily indicative of the results expected for future periods.
Another important indicator of demand in our industry is the book-to-bill ratio, which is the ratio of the amount of product ordered during a period compared with the amount of product shipped during that period. A book-to-bill ratio that is greater than one indicates that revenues may increase in future periods. Conversely, a book-to-bill ratio that is less than one is an indicator of lower demand and may foretell declining sales. The book-to-bill ratio is also impacted by the timing of orders, particularly from our project-based product lines.
We focus on inventory turnover as a measure of how well we manage our inventory. We define inventory turnover for a financial reporting period as our costs of products sold for the four fiscal quarters ending on the last day of the reporting period divided by our average inventory (computed using each quarter-end balance) for this same period. A higher level of inventory turnover reflects more efficient use of our capital.
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The quarter-to-quarter trends in these financial metrics can also be an important indicator of the likely direction of our business. The following tables show net revenues, gross profit margin, end-of-period backlog, book-to-bill ratio, and inventory turnover for our business as a whole and by segment during the five quarters beginning with the first quarter of 2023 through the first quarter of 2024.
1st Quarter2nd Quarter3rd Quarter4th Quarter1st Quarter
(dollars in thousands)
20232023202320232024
Net revenues$88,864 $90,802 $85,854 $89,528 $80,783 
Gross profit margin41.9 %42.6 %41.9 %43.0 %43.4 %
End-of-period backlog$146,800 $139,700 $128,800 $117,300 $109,603 
Book-to-bill ratio0.94 0.94 0.90 0.84 0.93 
Inventory turnover2.39 2.34 2.20 2.27 2.05 


1st Quarter2nd Quarter3rd Quarter4th Quarter1st Quarter
(dollars in thousands)20232023202320232024
Sensors
Net revenues$36,726 $36,266 $32,532 $34,259 $29,414 
Gross profit margin41.2 %40.1 %35.9 %40.2 %36.5 %
End-of-period backlog$66,200 $58,900 $52,400 $49,000 $45,024 
Book-to-bill ratio0.82 0.84 0.83 0.85 0.91 
Inventory turnover2.62 2.55 2.38 2.36 2.09 
Weighing Solutions
Net revenues$31,859 $31,261 $28,970 $30,438 $28,845 
Gross profit margin34.9 %38.7 %38.7 %35.6 %39.1 %
End-of-period backlog$35,400 $34,300 $30,800 $28,800 $27,109 
Book-to-bill ratio0.90 0.97 0.89 0.91 0.95 
Inventory turnover2.63 2.41 2.18 2.46 2.31 
Measurement Systems
Net revenues$20,279 $23,275 $24,352 $24,831 $22,524 
Gross profit margin53.9 %51.8 %53.6 %56.0 %58.1 %
End-of-period backlog$45,200 $46,500 $45,600 $39,500 $37,470 
Book-to-bill ratio1.21 1.06 0.98 0.73 0.94 
Inventory turnover1.70 1.94 1.94 1.87 1.62 

Net revenues for the first fiscal quarter of 2024 decreased 9.8% from the fourth fiscal quarter of 2023 mainly due to lower revenues in all three reporting segments. Net revenues decreased 9.1% from the first fiscal quarter of 2023 reflecting lower volume primarily in the Sensors and Weighing Solutions reporting segments, which was partially offset by higher volume in the Measurement Systems reporting segment.
Net revenues in the Sensors reporting segment decreased 14.1% compared to the fourth fiscal quarter of 2023, and decreased 19.9% from the first fiscal quarter of 2023. Sequentially, the decrease primarily reflected lower revenue of precision resistors in the Test and Measurement and Avionics, Military and Space ("AMS") end markets. The year-over-year decrease in revenues
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was primarily attributable to lower sales of precision resistors in the Test and Measurement market and lower sales of precision resistors and strain gages in the AMS market.
Net revenues in the Weighing Solutions reporting segment decreased 5.2% from the fourth fiscal quarter of 2023, and decreased 9.5% from the first fiscal quarter of 2023. The sequential and year-over-year decreases in revenues were mainly attributable to lower OEM sales of force sensors in our Other markets for precision agriculture and construction applications and lower sales of force sensors in our Industrial Weighing market, partially offset by increased sales in the Transportation market.
Net revenues in the Measurement Systems reporting segment decreased 9.3% from the fourth fiscal quarter of 2023 and increased 11.1% from the first fiscal quarter of 2023. Sequentially, the decrease in revenue was primarily due to the lower sales of DTS in the AMS and Transportation markets partially offset by higher sales in the Steel markets. The year-over-year increase was primarily attributable to increased revenue to the Steel market.
Total Company gross profit margin in the first fiscal quarter of 2024 increased 0.4% as compared to the fourth fiscal quarter of 2023 and increased 1.5% from the first fiscal quarter of 2023.
Sequentially, the decrease in the gross profit margin in the Sensors reporting segment was offset by the increase in the gross profit margin in Weighing Solution and Measurement Systems reporting segments. In the Sensors reporting segment, the gross profit margin decreased sequentially mainly due to lower volume. In the Weighing Solutions reporting segment, the gross profit margin increased sequentially despite lower sales volume due to cost reduction programs and positive inventory adjustments in prior quarter. The sequential increase in the gross profit margin in the Measurement Systems reporting segment was primarily a result of favorable product mix partially offset by lower sales volume.

Compared to the first fiscal quarter of 2023, the Weighing Solutions and Measurement Systems reporting segments had higher gross profit margins, while the gross profit margin for the Sensors reporting segment was lower mainly due to lower sales volume. The increase in gross profit margin for the Weighing Solutions reporting segment as compared to 2023 was primarily due to favorable product mix, cost reduction programs and favorable foreign currency exchange, offset by lower sales volume. In the Measurement Systems reporting segment, the higher gross profit margin compared to the first fiscal quarter of 2023 was primarily due to higher sales volume and favorable product mix.
Optimize Core Competence
The Company’s core competencies include our innovative deep technical and applications-specific expertise to add value to our customers' products, our strong brands and customer relationships, our focus on operational excellence, our ability to select and develop our management teams, and our proven M&A strategy. We continue to optimize all aspects of our development, manufacturing and sales processes, including by increasing our technical sales efforts; continuing to innovate in product performance and design; and refining our manufacturing processes.
Our Sensors segment research group developed innovations that enhance the capability and performance of our strain gages, while simultaneously reducing their size and power consumption as part of our advanced sensors product line. We believe this unique foil technology will create new markets as customers “design in” these next generation products in existing and new applications. Our development engineering team is also responsible for creating new processes to further automate manufacturing, and improve productivity and quality. Our advanced sensors manufacturing technology also offers us the capability to produce high-quality foil strain gages in a highly automated environment, which we believe results in reduced manufacturing and lead times, improved quality, and increased margins. As a sign of our commitment to these businesses, we signed a long-term lease for a state-of-the-art facility that has been constructed in Israel. We fully transitioned to this facility in the third quarter of fiscal 2021.
Our design, research, and product development teams, in partnership with our marketing teams, drive our efforts to bring innovations to market. We intend to leverage our insights into customer demand to continually develop and roll out new, innovative products within our existing lines and to modify our existing core products in ways that make them more appealing, addressing changing customer needs and industry trends in terms of form, fit, and function.
We also seek to achieve significant production cost savings through the transfer, expansion, and construction of manufacturing operations in countries such as India, Japan, and Israel, where we can benefit from improved efficiencies or available tax and other government-sponsored incentives. In the past several years, we incurred restructuring expense related to closing and downsizing of facilities as part of the manufacturing transitions of our load cell products to facilities in India and China, which marked key milestones in our ongoing strategic initiatives to align and consolidate our manufacturing footprint.
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Acquisition Strategy
We expect to continue to make strategic acquisitions where opportunities present themselves to grow and expand our segments. Historically, our growth and acquisition strategy had been largely focused on vertical product integration, using our foil strain gages in our load cell products, and incorporating those products into our weighing solutions. In recent years, we widened our acquisition strategy to include a broader set of precision measurement systems and product companies.
We expect to expand our expertise, and our acquisition focus, outside our traditional vertical approach to other precision measurement solutions, including in the fields of measurement of force, weight, pressure, torque, tilt, motion, and acceleration. We believe acquired businesses will benefit from improvements we implement to reduce redundant functions and from our current global manufacturing and distribution footprint.
Research and Development
Research and development will continue to play a key role in our efforts to introduce innovative products to generate new sales and to improve profitability. We expect to continue to expand our position as a leading supplier of precision foil technology products. We believe our R&D efforts should provide us with a variety of opportunities to leverage technology, products, and our manufacturing base in order to ultimately improve our financial performance.
Cost Management
To be successful, we believe we must seek new strategies for controlling operating costs. Through automation in our plants, we believe we can optimize our capital and labor resources in production, inventory management, quality control, and warehousing. We are in the process of moving some manufacturing to more cost effective locations. This may enable us to become more efficient and cost competitive, and also maintain tighter controls of the operation.
Production transfers, facility consolidations, and other long-term cost-cutting measures require us to initially incur significant severance and other exit costs. We are realizing the benefits of our restructuring through lower labor costs and other operating expenses, and expect to continue reaping these benefits in future periods. However, these programs to improve our profitability also involve certain risks which could materially impact our future operating results, as further detailed in Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 29, 2024.
We are evaluating plans to further reduce our costs by consolidating additional manufacturing operations. These plans may require us to incur restructuring and severance costs in future periods. While streamlining and reducing fixed overhead, we are exercising caution so that we will not negatively impact our customer service or our ability to further develop products and processes.
Goodwill
We test the goodwill in each of our reporting units for impairment at least annually, as of the first day of our fourth quarter, and whenever events or changes in circumstances occur indicating that a possible impairment may have been incurred. Determining whether to test goodwill for impairment, and the application of goodwill impairment tests, require significant management judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value of each reporting unit. Changes in these estimates could materially affect the determination of fair value for each reporting unit. A slowdown or deferral of orders for a business, with which we have goodwill associated, could impact our valuation of that goodwill.
Foreign Currency
We are exposed to foreign currency exchange rate risks, particularly due to transactions in currencies other than the functional currencies of certain subsidiaries. U.S. GAAP requires that entities identify the “functional currency” of each of their subsidiaries and measure all elements of the financial statements in that functional currency. A subsidiary’s functional currency is the currency of the primary economic environment in which it operates. In cases where a subsidiary is relatively self-contained within a particular country, the local currency is generally deemed to be the functional currency. However, a foreign subsidiary that is a direct and integral component or extension of the parent company’s operations generally would have the parent company’s currency as its functional currency. We have subsidiaries that fall into each of these categories.
Foreign Subsidiaries which use the Local Currency as the Functional Currency
Our operations in Europe, Canada, and certain locations in Asia primarily generate and expend cash using local currencies, and accordingly, these subsidiaries utilize the local currency as their functional currency. For those subsidiaries where the local currency is the functional currency, assets and liabilities in the consolidated condensed balance sheets have been translated at
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the rate of exchange as of the balance sheet date. Translation adjustments do not impact the results of operations and are reported as a separate component of equity.
For those subsidiaries where the local currency is the functional currency, revenues and expenses are translated at the average exchange rate for the period. While the translation of revenues and expenses into U.S. dollars does not directly impact the consolidated condensed statement of operations, the translation effectively increases or decreases the U.S. dollar equivalent of revenues generated and expenses incurred in those foreign currencies.
Foreign Subsidiaries which use the U.S. Dollar as the Functional Currency
Our operations in Israel and certain locations in Asia primarily generate cash in U.S. dollars, and accordingly, these subsidiaries utilize the U.S. dollar as their functional currency. For those foreign subsidiaries where the U.S. dollar is the functional currency, all foreign currency financial statement amounts are remeasured into U.S. dollars. Exchange gains and losses arising from remeasurement of foreign currency-denominated monetary assets and liabilities are included in the results of operations. While these subsidiaries transact most business in U.S. dollars, they may have significant costs, particularly related to payroll, which are incurred in the local currency and significant lease assets and liabilities.
Effects of Foreign Currency Exchange Rate on Operations
For the fiscal quarter ended March 30, 2024, changes in foreign currency exchange rates decreased net revenues by $0.2 million, and decreased costs of products sold and selling, general, and administrative expenses by $0.8 million, when compared to the comparable prior year period.

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Results of Operations
Statement of operations’ captions as a percentage of net revenues and the effective tax rates were as follows:
Fiscal quarter ended
March 30, 2024April 1, 2023
Costs of products sold56.6 %58.1 %
Gross profit43.4 %41.9 %
Selling, general, and administrative expenses33.9 %30.6 %
Operating income8.6 %11.2 %
Income before taxes10.1 %10.4 %
Net earnings7.2 %7.9 %
Net earnings attributable to VPG stockholders7.3 %7.8 %