vpg-20240330

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)

Delaware

27-0986328

(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 class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.10 par value	VPG	New 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 filer

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
PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements

	Consolidated Condensed Balance Sheets – March 30, 2024 (Unaudited) and December 31, 2023	3

	Consolidated Condensed Statements of Operations (Unaudited) – Fiscal Quarters Ended March 30, 2024 and April 1, 2023	5



	Consolidated Condensed Statements of Comprehensive Income (Loss) (Unaudited) – Fiscal Quarters Ended March 30, 2024 and April 1, 2023	6



	Consolidated Condensed Statements of Cash Flows (Unaudited) –Three Fiscal Months Ended March 30, 2024 and April 1, 2023	7

	Consolidated Condensed Statements of Equity (Unaudited) – Fiscal Quarters Ended March 30, 2024 and April 1, 2023	8



	Notes to Unaudited Consolidated Condensed Financial Statements	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34

Item 4.	Controls and Procedures	34

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	35

Item 1A.	Risk Factors	35

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35

Item 3.	Defaults Upon Senior Securities	35

Item 4.	Mine Safety Disclosures	35

Item 5.	Other Information	35

Item 6.	Exhibits	36

	SIGNATURES	37

-2-

PART I - FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS


VISHAY PRECISION GROUP, INC. Consolidated Condensed Balance Sheets (In thousands)
	March 30, 2024		December 31, 2023
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	83,016	$	83,965

Accounts receivable, net	52,184		56,438
Inventories:
Raw materials	35,363		33,973
Work in process	27,638		26,594
Finished goods	26,665		27,572
Inventories, net	89,666		88,139


Prepaid expenses and other current assets	16,098		14,520

Total current assets	240,964		243,062

Property and equipment:
Land	4,130		4,154
Buildings and improvements	72,542		72,952
Machinery and equipment	130,071		131,738
Software	9,696		9,619
Construction in progress	11,737		11,379
Accumulated depreciation	(139,645)		(139,206)
Property and equipment, net	88,531		90,636

Goodwill	45,553		45,734
Intangible assets, net	43,602		44,634
Operating lease right-of-use assets	26,927		26,953
Other assets	20,624		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, 2024		December 31, 2023

Liabilities and equity	(Unaudited)
Current liabilities:
Trade accounts payable	$	10,792	$	11,698
Payroll and related expenses	19,171		18,971
Other accrued expenses	21,807		22,427
Income taxes	3,713		4,524
Current portion of operating lease liabilities	4,090		4,004
Current portion of long-term debt	31,885		—
Total current liabilities	91,458		61,624

Long-term debt	—		31,856
Deferred income taxes	3,478		3,490
Operating lease liabilities	22,353		22,625
Other liabilities	14,048		14,770
Accrued pension and other postretirement costs	6,996		7,276
Total liabilities	138,333		141,641



Equity:
Common stock	1,334		1,330
Class B convertible common stock	103		103
Treasury stock	(20,230)		(17,460)
Capital in excess of par value	202,475		202,672
Retained earnings	187,957		182,066
Accumulated other comprehensive loss	(43,763)		(38,869)
Total Vishay Precision Group, Inc. stockholders' equity	327,876		329,842
Noncontrolling interests	(8)		83
Total equity	327,868		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, 2024		April 1, 2023
Net revenues	$	80,783	$	88,864
Costs of products sold	45,689		51,665
Gross profit	35,094		37,199

Selling, general, and administrative expenses	27,394		27,159



Restructuring costs	782		116
Operating income	6,918		9,924

Other income (expense):
Interest expense	(628)		(997)
Other	1,860		275
Other income (expense)	1,232		(722)

Income before taxes	8,150		9,202

Income tax expense	2,318		2,220

Net earnings	5,832		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 - basic	13,405		13,586
Weighted average shares outstanding - diluted	13,468		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, 2024		April 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

SEC Form 10-Q filed by Vishay Precision Group Inc.