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          July 2, 2022

☐    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

ý

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 August 9, 2022, the registrant had 12,631,588 shares of its common stock and 1,022,887 shares of its Class B convertible common stock outstanding.

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VISHAY PRECISION GROUP, INC.

FORM 10-Q

July 2, 2022

CONTENTS

						Page Number
PART I.			FINANCIAL INFORMATION
Item 1.			Financial Statements
			Consolidated Condensed Balance Sheets – July 2, 2022 (Unaudited) and December 31, 2021			3
			Consolidated Condensed Statements of Operations (Unaudited) – Fiscal Quarters Ended July 2, 2022 and July 3, 2021			5
			Consolidated Condensed Statements of Operations (Unaudited) – Six Fiscal Months Ended July 2, 2022 and July 3, 2021			6
			Consolidated Condensed Statements of Comprehensive Income (Loss) (Unaudited) – Fiscal Quarters Ended July 2, 2022 and July 3, 2021			7
			Consolidated Condensed Statements of Comprehensive Income (Loss) (Unaudited) – Six Fiscal Months Ended July 2, 2022 and July 3, 2021			8
			Consolidated Condensed Statements of Cash Flows (Unaudited) –Six Fiscal Months Ended July 2, 2022 and July 3, 2021			9
			Consolidated Condensed Statements of Equity (Unaudited) – Fiscal Quarters Ended July 2, 2022 and July 3, 2021			10
			Consolidated Condensed Statements of Equity (Unaudited) – Six Fiscal Months Ended July 2, 2022 and July 3, 2021			11
			Notes to Unaudited Consolidated Condensed Financial Statements			12
Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			24
Item 3.			Quantitative and Qualitative Disclosures About Market Risk			40
Item 4.			Controls and Procedures			40
PART II.			OTHER INFORMATION
Item 1.			Legal Proceedings			41
Item 1A.			Risk Factors			41
Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds			41
Item 3.			Defaults Upon Senior Securities			41
Item 4.			Mine Safety Disclosures			41
Item 5.			Other Information			41
Item 6.			Exhibits			42
			SIGNATURES			43

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PART I - FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

VISHAY PRECISION GROUP, INC. Consolidated Condensed Balance Sheets (In thousands)
			July 2, 2022						December 31, 2021
			(Unaudited)
Assets
Current assets:
Cash and cash equivalents			$	79,429					$	84,335
Accounts receivable, net			58,674						58,265
Inventories:
Raw materials			29,484						25,464
Work in process			28,126						23,851
Finished goods			26,728						27,112
Inventories, net			84,338						76,427
Prepaid expenses and other current assets			15,228						15,916
Total current assets			237,669						234,943
Property and equipment:
Land			4,119						4,241
Buildings and improvements			68,339						68,778
Machinery and equipment			122,388						122,202
Software			9,303						8,871
Construction in progress			8,305						7,747
Accumulated depreciation			(130,506)						(130,619)
Property and equipment, net			81,948						81,220
Goodwill			45,872						45,830
Intangible assets, net			50,426						52,437
Operating lease right-of-use assets			25,783						27,764
Other assets			16,680						19,695
Total assets			$	458,378					$	461,889

Continues on the following page.

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VISHAY PRECISION GROUP, INC. Consolidated Condensed Balance Sheets (In thousands)
			July 2, 2022						December 31, 2021
Liabilities and equity
Current liabilities:
Trade accounts payable			$	13,172					$	14,876
Payroll and related expenses			17,872						23,772
Other accrued expenses			23,562						17,596
Income taxes			478						3,774
Current portion of operating lease liabilities			4,343						4,610
Total current liabilities			59,427						64,628
Long-term debt, less current portion			60,758						60,714
Deferred income taxes			6,096						5,848
Operating lease liabilities			21,749						25,140
Other liabilities			14,157						16,264
Accrued pension and other postretirement costs			10,841						12,253
Total liabilities			173,028						184,847
Commitments and contingencies
Equity:
Common stock			1,325						1,322
Class B convertible common stock			103						103
Treasury stock			(8,765)						(8,765)
Capital in excess of par value			199,749						199,151
Retained earnings			137,407						120,296
Accumulated other comprehensive loss			(44,581)						(35,008)
Total Vishay Precision Group, Inc. stockholders' equity			285,238						277,099
Noncontrolling interests			112						(57)
Total equity			285,350						277,042
Total liabilities and equity			$	458,378					$	461,889

See accompanying notes.

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VISHAY PRECISION GROUP, INC.

Consolidated Condensed Statements of Operations

(Unaudited - In thousands, except per share amounts)

			Fiscal quarter ended
			July 2, 2022						July 3, 2021
Net revenues			$	88,618					$	75,339
Costs of products sold			51,284						45,541
Gross profit			37,334						29,798
Selling, general, and administrative expenses			25,879						22,453
Acquisition costs			—						1,198
Impairment of goodwill and indefinite-lived intangibles			—						1,223
Restructuring costs			904						—
Operating income			10,551						4,924
Other income (expense):
Interest expense			(428)						(273)
Other			3,344						(326)
Other income (expense)			2,916						(599)
Income before taxes			13,467						4,325
Income tax expense			2,587						262
Net earnings			10,880						4,063
Less: net earnings attributable to noncontrolling interests			125						143
Net earnings attributable to VPG stockholders			$	10,755					$	3,920
Basic earnings per share attributable to VPG stockholders			$	0.79					$	0.29
Diluted earnings per share attributable to VPG stockholders			$	0.79					$	0.29
Weighted average shares outstanding - basic			13,648						13,618
Weighted average shares outstanding - diluted			13,692						13,646

See accompanying notes.

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VISHAY PRECISION GROUP, INC.

Consolidated Condensed Statements of Operations

(Unaudited - In thousands, except per share amounts)

			Six fiscal months ended
			July 2, 2022						July 3, 2021
Net revenues			$	176,283					$	145,928
Costs of products sold			103,699						87,508
Gross profit			72,584						58,420
Selling, general, and administrative expenses			52,553						44,636
Acquisition costs			—						1,198
Impairment of goodwill and indefinite-lived intangibles			—						1,223
Restructuring costs			1,165						—
Operating income			18,866						11,363
Other income (expense):
Interest expense			(757)						(578)
Other			3,783						247
Other income (expense)			3,026						(331)
Income before taxes			21,892						11,032
Income tax expense			4,328						2,026
Net earnings			17,564						9,006
Less: net earnings attributable to noncontrolling interests			453						125
Net earnings attributable to VPG stockholders			$	17,111					$	8,881
Basic earnings per share attributable to VPG stockholders			$	1.25					$	0.65
Diluted earnings per share attributable to VPG stockholders			$	1.25					$	0.65
Weighted average shares outstanding - basic			13,643						13,605
Weighted average shares outstanding - diluted			13,684						13,638

See accompanying notes.

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VISHAY PRECISION GROUP, INC.

Consolidated Condensed Statements of Comprehensive Income (Loss)

(Unaudited - In thousands)

			Fiscal quarter ended
			July 2, 2022						July 3, 2021
Net earnings			$	10,880					$	4,063
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment			(7,943)						607
Pension and other postretirement actuarial items			81						109
Other comprehensive income (loss)			(7,862)						716
Comprehensive income			3,018						4,779
Less: comprehensive income attributable to noncontrolling interests			125						143
Comprehensive income attributable to VPG stockholders			$	2,893					$	4,636

See accompanying notes.

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VISHAY PRECISION GROUP, INC.

Consolidated Condensed Statements of Comprehensive Income (Loss)

(Unaudited - In thousands)

			Six fiscal months ended
			July 2, 2022						July 3, 2021
Net earnings			$	17,564					$	9,006
Other comprehensive income (loss):
Foreign currency translation adjustment			(9,735)						(1,193)
Pension and other postretirement actuarial items, net of tax			162						318
Other comprehensive loss			(9,573)						(875)
Comprehensive income			7,991						8,131
Less: comprehensive income attributable to noncontrolling interests			453						125
Comprehensive income attributable to VPG stockholders			$	7,538					$	8,006

See accompanying notes.

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VISHAY PRECISION GROUP, INC.

Consolidated Condensed Statements of Cash Flows

(Unaudited - In thousands)

			Six fiscal months ended
			July 2, 2022						July 3, 2021
Operating activities
Net earnings			$	17,564					$	9,006
Adjustments to reconcile net earnings to net cash provided by operating activities:
Impairment of goodwill and indefinite-lived intangibles			—						1,223
Depreciation and amortization			7,622						7,108
Loss (gain) on sale of property and equipment			(178)						44
Reclassification of foreign currency translation adjustment related to disposal of subsidiary			191						—
Share-based compensation expense			1,024						942
Inventory write-offs for obsolescence			866						1,135
Deferred income taxes			1,116						(1,110)
Other			(3,485)						(1,820)
Net changes in operating assets and liabilities:
Accounts receivable, net			(3,434)						(776)
Inventories, net			(10,739)						(7,744)
Prepaid expenses and other current assets			254						314
Trade accounts payable			14						1,715
Other current liabilities			(2,059)						2,341
Net cash provided by operating activities			8,756						12,378
Investing activities
Capital expenditures			(8,815)						(8,309)
Proceeds from sale of property and equipment			380						16
Purchase of business, net of cash acquired			—						(47,216)
Net cash used in investing activities			(8,435)						(55,509)
Financing activities
Principal payments on long-term debt			—						(18)
Proceeds from revolving facility			—						20,000
Distributions to noncontrolling interests			(284)						(167)
Payments of employee taxes on certain share-based arrangements			(435)						(846)
Net cash (used in) provided by financing activities			(719)						18,969
Effect of exchange rate changes on cash and cash equivalents			(4,508)						(820)
Decrease in cash and cash equivalents			(4,906)						(24,982)
Cash and cash equivalents at beginning of period			84,335						98,438
Cash and cash equivalents at end of period			$	79,429					$	73,456
Supplemental disclosure of investing transactions:
Capital expenditures purchased			$	(8,432)					$	(6,353)
Capital expenditures accrued but not yet paid			$	2,684					$	606

See accompanying notes.

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VISHAY PRECISION GROUP, INC.

Consolidated Condensed Statements of Equity

(Unaudited - In thousands, except share amounts)

			Fiscal quarter ended    July 2, 2022
			Common Stock						Class B Convertible Common Stock						Treasury Stock						Capital in Excess of Par Value						Retained Earnings						Accumulated Other Comprehensive Income (Loss)						Total VPG Inc. Stockholders' Equity						Noncontrolling Interests						Total Equity
Balance at April 2, 2022			$	1,324					$	103					$	(8,765)					$	199,223					$	126,652					$	(36,719)					$	281,818					$	25					$	281,843
Net earnings			—						—						—						—						10,755						—						10,755						125						10,880
Other comprehensive loss			—						—						—						—						—						(7,862)						(7,862)						—						(7,862)
Share-based compensation expense			—						—						—						527						—						—						527						—						527
Restricted stock issuances (10,531 shares)			1						—						—						(1)						—						—						—						—						—
Distributions to noncontrolling interests			—						—						—						—						—						—						—						(38)						(38)
Balance at July 2, 2022			$	1,325					$	103					$	(8,765)					$	199,749					$	137,407					$	(44,581)					$	285,238					$	112					$	285,350

			Fiscal quarter ended    July 3, 2021
			Common Stock						Class B Convertible Common Stock						Treasury Stock						Capital in Excess of Par Value						Retained Earnings						Accumulated Other Comprehensive Income (Loss)						Total VPG Inc. Stockholders' Equity						Noncontrolling Interests						Total Equity
Balance at April 3, 2021			$	1,320					$	103					$	(8,765)					$	197,282					$	105,036					$	(34,262)					$	260,714					$	(95)					$	260,619
Net earnings			—						—						—						—						3,920						—						3,920						143						4,063
Other comprehensive income			—						—						—						—						—						716						716						—						716
Share-based compensation expense			—						—						—						576						—						—						576						—						576
Restricted stock issuances (15,564 shares)			2						—						—						(2)						—						—						—						—						—
Distribution to noncontrolling interests			—						—						—						—						—						—						—						(56)						(56)
Balance at July 3, 2021			$	1,322					$	103					$	(8,765)					$	197,856					$	108,956					$	(33,546)					$	265,926					$	(8)					$	265,918

See accompanying notes.

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VISHAY PRECISION GROUP, INC.

Consolidated Condensed Statements of Equity

(Unaudited - In thousands, except share amounts)

			Six Fiscal Months Ended July 2, 2022
			Common Stock						Class B Convertible Common Stock						Treasury Stock						Capital 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, 2021			$	1,322					$	103					$	(8,765)					$	199,151					$	120,296					$	(35,008)					$	277,099					$	(57)					$	277,042
Net earnings			—						—						—						—						17,111						—						17,111						453						17,564
Other comprehensive loss			—						—						—						—						—						(9,573)						(9,573)						—						(9,573)
Share-based compensation expense			—						—						—						1,024						—						—						1,024						—						1,024
Restricted stock issuances (28,368 shares)			3						—						—						(426)						—						—						(423)						—						(423)
Distributions to noncontrolling interests			—						—						—						—						—						—						—						(284)						(284)
Balance at July 2, 2022			$	1,325					$	103					$	(8,765)					$	199,749					$	137,407					$	(44,581)					$	285,238					$	112					$	285,350

			Six Fiscal Months Ended July 3, 2021
			Common Stock						Class B Convertible Common Stock						Treasury Stock						Capital 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, 2020			$	1,317					$	103					$	(8,765)					$	197,764					$	100,075					$	(32,671)					$	257,823					$	34					$	257,857
Net earnings			—						—						—						—						8,881						—						8,881						125						9,006
Other comprehensive loss			—						—						—						—						—						(875)						(875)						—						(875)
Share-based compensation expense			—						—						—						942						—						—						942						—						942
Restricted stock issuances (50,316 shares)			5						—						—						(850)						—						—						(845)						—						(845)
Distribution to noncontrolling interests			—						—						—						—						—						—						—						(167)						(167)
Balance at July 3, 2021			$	1,322					$	103					$	(8,765)					$	197,856					$	108,956					$	(33,546)					$	265,926					$	(8)					$	265,918

See accompanying notes.

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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, diversified company focused on precision measurement sensing technologies, including specialized sensors, weighing solutions, and measurement systems. Many of our precision measurement sensing products and solutions are “designed-in” by our customers, and address growing applications across a diverse array of industries and markets. Our products are marketed under a variety of 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, 2021 and 2020 and for each of the three years in the period ended December 31, 2021, included in VPG’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on March 4, 2022. The results of operations for the fiscal quarter ended July 2, 2022 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 2022 and 2021 end on the following dates: 

			2022						2021
Quarter 1			April 2,						April 3,
Quarter 2			July 2,						July 3,
Quarter 3			October 1,						October 2,
Quarter 4			December 31,						December 31,

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):

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Note 2 – Revenues (continued)

			Fiscal quarter ended    July 2, 2022																								Fiscal quarter ended    July 3, 2021
			Sensors						Weighing Solutions						Measurement Systems						Total						Sensors						Weighing Solutions						Measurement Systems						Total
United States			$	13,469					$	12,463					$	11,308					$	37,240					$	9,437					$	12,932					$	7,226					$	29,595
United Kingdom			933						3,859						161						4,953						744						4,195						358						5,297
Other Europe			8,024						8,820						1,117						17,961						6,396						9,897						534						16,827
Israel			8,050						110						—						8,160						5,284						261						—						5,545
Asia			9,804						3,207						811						13,822						9,315						4,390						1,027						14,732
Canada			—						—						6,482						6,482						—						—						3,343						3,343
Total			$	40,280					$	28,459					$	19,879					$	88,618					$	31,176					$	31,675					$	12,488					$	75,339
			Six Fiscal Months Ended July 2, 2022																								Six Fiscal Months Ended July 3, 2021
			Sensors						Weighing Solutions						Measurement Systems						Total						Sensors						Weighing Solutions						Measurement Systems						Total
United States			$	26,475					$	26,541					$	21,773					$	74,789					$	19,143					$	25,512					$	10,857					$	55,512
United Kingdom			1,810						8,193						459						10,462						1,604						8,775						396						10,775
Other Europe			15,816						19,351						2,999						38,166						13,577						19,830						722						34,129
Israel			15,381						300						—						15,681						11,725						391						—						12,116
Asia			18,548						6,842						1,821						27,211						16,942						8,126						1,882						26,950
Canada			—						—						9,974						9,974						—						9						6,437						6,446
Total			$	78,030					$	61,227					$	37,026					$	176,283					$	62,991					$	62,643					$	20,294					$	145,928

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

			Fiscal quarter ended												Six fiscal months ended
			July 2, 2022						July 3, 2021						July 2, 2022						July 3, 2021
Test & Measurement			$	21,483					$	16,279					$	39,456					$	30,695
Avionics, Military & Space			6,878						5,872						15,040						11,902
Transportation			13,195						11,930						27,149						21,484
Other Markets			18,035						17,489						39,185						35,034
Industrial Weighing			12,944						12,042						26,153						24,047
General Industrial			5,325						4,173						11,191						8,255
Steel			10,758						7,554						18,109						14,511
Total			$	88,618					$	75,339					$	176,283					$	145,928

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):

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Note 2 – Revenues (continued)

			Contract Asset						Contract Liability
			Unbilled Revenue						Accrued Customer Advances
Balance at December 31, 2021			$	3,570					$	4,765
Balance at July 2, 2022			2,416						8,407
(Decrease)/increase			$	(1,154)					$	3,642

The amount of revenue recognized during the six fiscal months ended July 2, 2022 that was included in the contract liability balance at December 31, 2021 was $2.7 million.

Note 3 - Acquisition

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):

			June 1, 2021
Working capital			$	12,494
Property and equipment			1,209
Deferred income tax liability			(6,215)
Intangible assets:
Acquired technology			13,167
Customer relationships			8,135
Trade names			2,393
Total intangible assets			23,695
Fair value of acquired identifiable assets			31,183
Purchase price			$	47,216
Goodwill			$	16,033

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.

Included in the results of the operations of the Company for the fiscal quarter ended July 2, 2022, are net revenues of $6.9 million from DTS and a net loss of $0.6 million from DTS. DTS results include amortization of the inventory step-up of $0.7 million for the fiscal quarter ended July 2, 2022, and amortization of intangible assets of $0.4 million for the fiscal quarter ended July 2, 2022. Included in the results of the operations of the Company for the six fiscal months ended July 2, 2022 are net revenues of $14.6 million from DTS and a net loss of $0.5 million from DTS. DTS results include amortization of the inventory step-up of $1.1 million and amortization of intangible assets of $0.7 million for the six fiscal months ended July 2, 2022.

Following is the supplemental consolidated financial results for the Company on an unaudited pro forma basis, as if the DTS acquisition had been consummated on January 1, 2021:

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			Fiscal quarter ended						Six fiscal months ended
			July 3, 2021						July 3, 2021
Pro forma net revenues			$	80,243					$	159,164
Pro forma net earnings attributable to VPG stockholders			$	6,929					$	12,262
Pro forma basic earnings per share attributable to VPG stockholders			$	0.51					$	0.90
Pro forma diluted earnings per share attributable to VPG stockholders			$	0.51					$	0.90

Note 4 – Goodwill

The Company tests the goodwill in each of its goodwill reporting units for impairment at least annually, as of the first day of its fourth quarter, and whenever events or changes in circumstances occur indicating that a possible impairment may have been incurred.

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

			Total						Measurement Systems																		Weighing Solutions
									KELK Acquisition						DSI Acquisition						DTS Acquisition						Stress-Tek Acquisition
Balance at December 31, 2021			$	45,830					$	6,706					$	16,910					$	15,903					$	6,311
Adjustment to goodwill acquired			130						—						—						130						—
Foreign currency translation adjustment			(88)						(58)						(30)						—						—
Balance at July 2, 2022			$	45,872					$	6,648					$	16,880					$	16,033					$	6,311

Note 5 – Leases

The Company primarily leases office and manufacturing facilities in addition to vehicles, which have remaining terms of less than one year to fourteen years. The Company has no finance leases.

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

Leases												July 2, 2022						December 31, 2021
Assets
Operating lease right of use asset												$	25,783					$	27,764
Liabilities
Operating lease - current												$	4,343					$	4,610
Operating lease - non-current												$	21,749					$	25,140

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

			July 2, 2022
Operating leases weighted average remaining lease term (in years)			8.09 years
Operating leases weighted average discount rate			3.1		%

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

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Note 5 - Leases (continued)

			Fiscal quarter ended												Six Fiscal Months Ended
			July 2, 2022						July 3, 2021						July 2, 2022						July 3, 2021
Operating lease cost			$	1,299					$	1,258					$	2,609					$	2,439
Short-term lease cost			17						35						42						68
Sublease income			(105)						(19)						(217)						(28)
Total net lease cost			$	1,211					$	1,274					$	2,434					$	2,479

Right of use assets obtained in exchange for new operating lease liability during 2021 were $0.5 million. The Company paid $2.6 million and $2.4 million for its operating leases for each of the six fiscal months ended July 2, 2022 and July 3, 2021, which are included in operating cash flows on the consolidated condensed statements of cash flows.

Undiscounted maturities of operating lease payments as of July 2, 2022 are summarized as follows (in thousands):

2022 (excluding the six months ended July 2, 2022)			$	2,463
2023			4,510
2024			3,851
2025			3,270
2026			2,945
Thereafter			12,421
Total future minimum lease payments			$	29,460
Less: amount representing interest			(3,368)
Present value of future minimum lease payments			$	26,092

Note 6 – 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 for the fiscal quarter ended July 2, 2022 was 19.2% compared to 6.1% for the fiscal quarter ended July 3, 2021. The effective tax rate for the six fiscal months ended July 2, 2022 was 19.8% compared to 18.4% for the six fiscal months ended July 3, 2021.

On December 28, 2021, the United States Treasury Department and the Internal Revenue Service issued final regulations relating to the foreign tax credit and clarifying the rules relating to foreign derived intangible income. These new regulations apply to tax years beginning on or after December 28, 2021. The Company is still in the process of analyzing the potential tax impact that these regulations could have on the Company’s tax position.

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 7 – Long-Term Debt

Long-term debt consists of the following (in thousands):

			July 2, 2022						December 31, 2021
2020 Credit Agreement - Revolving Facility			$	61,000					$	61,000
Deferred financing costs			(242)						(286)
Total long-term debt			$	60,758					$	60,714

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Note 7 - Long-Term Debt (continued)

Note 8 – 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 Adjustment						Pension and Other Postretirement Actuarial Items						Total
Balance at January 1, 2022			$	(30,276)					$	(4,732)					$	(35,008)
Other comprehensive loss before reclassifications			(9,926)						—						(9,926)
Amounts reclassified from accumulated other comprehensive income			191						162						353
Balance at July 2, 2022			$	(40,011)					$	(4,570)					$	(44,581)

			Foreign Currency Translation Adjustment						Pension and Other Postretirement Actuarial Items						Total
Balance at January 1, 2021			$	(25,591)					$	(7,080)					$	(32,671)
Other comprehensive loss before reclassifications			(1,193)						—						(1,193)
Amounts reclassified from accumulated other comprehensive income			—						318						318
Balance at July 3, 2021			$	(26,784)					$	(6,762)					$	(33,546)

Reclassification of foreign currency translation adjustment for the loss on liquidation of subsidiaries is included in other income and expense other (see Note 13) . 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 9).

Note 9 – 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):

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Note 9 - Pension and Other Postretirement Benefits ( continued)

			Fiscal quarter ended    July 2, 2022												Fiscal quarter ended    July 3, 2021
			Pension Plans						OPEB Plans						Pension Plans						OPEB Plans
Net service cost			$	81					$	7					$	96					$	9
Interest cost			120						17						103						17
Expected return on plan assets			(119)						—						(97)						—
Amortization of actuarial losses			72						1						102						5
Net periodic benefit cost			$	154					$	25					$	204					$	31

			Six fiscal months ended July 2, 2022												Six fiscal months ended July 3, 2021
			Pension Plans						OPEB Plans						Pension Plans						OPEB Plans
Net service cost			$	165					$	14					$	193					$	18
Interest cost			243						34						206						34
Expected return on plan assets			(242)						—						(194)						—
Amortization of actuarial losses			146						2						204						10
Net periodic benefit cost			$	312					$	50					$	409					$	62

Note 10 – Share-Based Compensation

On May 26, 2022, the Company’s stockholders voted to approve the adoption of the Vishay Precision Group, Inc. 2022 Stock Incentive Plan (the "2022 plan"), which replaced the Amended and Restated Vishay Precision Group, Inc. 2010 Stock Incentive Program (the "previous plan"). The 2022 plan permits issuance of up to 608,000 shares of common stock, which includes approximately 308,000 shares that were reserved for issuance under the previous plan and up to an additional 197,685 additional shares underlying awards outstanding under the previous plan. At July 2, 2022, the Company had reserved 591,466 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 3, 2022 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 $1.5 million and were comprised of 47,831 RSUs. Fifty percent of these awards will vest on January 1, 2025, subject to the executives’ continued employment. The performance-based portion of the RSUs will also vest on January 1, 2025, 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 9, 2022, 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 $0.5 million and were comprised of 16,324 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, 2025 subject to the employees' continued employment. The performance-based portion of the RSUs will also vest on January 1, 2025, 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 January 1, 2022 and in accordance with the Company's 2017 Non-Employee Director Compensation Plan (the "Director Plan"), the Board of Directors approved the issuance of an aggregate of 595 RSUs to the newly-appointed independent member of the Board of Directors. This award represented a pro-rated portion of the annual equity grant made to non-executive directors pursuant to the Director Plan. The aggregate grant-date fair value of this award is immaterial, and the award vested on May 26, 2022, the date of the 2022 Annual Stockholders Meeting.

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Note 10 - Share-Based Compensation (continued)

On May 26, 2022 and in accordance with the Company's 2017 Non-Employee Director Compensation Plan, the Board of Directors approved the issuance of an aggregate of 16,534 RSUs to the independent board members of the Board of Directors and to the non-executive Chairman of the Board of Directors. The awards have an aggregate grant-date fair value of $0.5 million and will vest on the earlier of the 2023 Annual Stockholders Meeting or May 26, 2023, subject to the directors' continued service on the Board of Directors.

Vesting of 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):

			Fiscal quarter ended												Six fiscal months ended
			July 2, 2022						July 3, 2021						July 2, 2022						July 3, 2021
Restricted stock units			$	527					$	576					$	1,024					$	942

Note 11 – Segment Information

VPG reports in three product segments: the Sensors segment, the Weighing Solutions segment, and the 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 CODM evaluates each operating segment's performance. The evaluation of the segment's performance is based on multiple performance measures including gross profits, revenues, and operating income, exclusive of certain items. 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. The reporting segment information reported for the fiscal quarter and six fiscal months ended July 3, 2021 has been recast to reflect the new reporting segments adopted by the Company in the fourth quarter of 2021, as described in the consolidated financial statements as of December 31, 2021, included in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 4, 2022 (in thousands):

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Note 11 - Segment Information (continued)

			Fiscal quarter ended												Six fiscal months ended
			July 2, 2022						July 3, 2021						July 2, 2022						July 3, 2021
Net revenues:
Sensors			$	40,280					$	31,176					$	78,030					$	62,991
Weighing Solutions			28,459						31,675						61,227						62,643
Measurement Systems			19,879						12,488						37,026						20,294
Total			$	88,618					$	75,339					$	176,283					$	145,928
Gross profit:
Sensors			$	17,831					$	12,120					$	32,117					$	24,953
Weighing Solutions			9,585						11,791						21,664						23,565
Measurement Systems			9,918						5,887						18,803						9,902
Total			$	37,334					$	29,798					$	72,584					$	58,420
Reconciliation of segment operating income to consolidated results:
Sensors			$	13,060					$	7,477					$	22,018					$	15,146
Weighing Solutions			4,177						6,097						10,391						11,914
Measurement Systems			3,263						1,714						5,474						2,388
Unallocated G&A expenses			(9,045)						(7,943)						(17,852)						(15,664)
Acquisition costs			—						(1,198)						—						(1,198)
Impairment of goodwill and indefinite-lived intangibles			—						(1,223)						—						(1,223)
Restructuring costs			(904)						—						(1,165)						—
Operating income			$	10,551					$	4,924					$	18,866					$	11,363
Acquisition costs:
Measurement Systems			—						(1,198)						—						(1,198)
			$	—					$	(1,198)					$	—					$	(1,198)
Impairment of goodwill and indefinite-lived intangibles:
Measurement Systems			—						(1,223)						—						(1,223)
			$	—					$	(1,223)					$	—					$	(1,223)
Restructuring costs:
Sensors			$	(904)					$	—					$	(1,107)					$	—
Measurement Systems			—						—						(58)						—
			$	(904)					$	—					$	(1,165)					$	—

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												Six fiscal months ended
			July 2, 2022						July 3, 2021						July 2, 2022						July 3, 2021
Sensors to Weighing Solutions			$	433					$	951					$	822					$	1,905
Sensors to Measurement Systems			98						7						159						15

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Note 12 – 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												Six fiscal months ended
			July 2, 2022						July 3, 2021						July 2, 2022						July 3, 2021
Numerator:
Numerator for basic earnings per share:
Net earnings attributable to VPG stockholders			$	10,755					$	3,920					$	17,111					$	8,881
Denominator:
Denominator for basic earnings per share:
Weighted average shares			13,648						13,618						13,643						13,605
Effect of dilutive securities:
Restricted stock units			44						28						41						33
Dilutive potential common shares			44						28						41						33
Denominator for diluted earnings per share:
Adjusted weighted average shares			13,692						13,646						13,684						13,638
Basic earnings per share attributable to VPG stockholders			$	0.79					$	0.29					$	1.25					$	0.65
Diluted earnings per share attributable to VPG stockholders			$	0.79					$	0.29					$	1.25					$	0.65

Note 13 – 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												Six fiscal months ended
			July 2, 2022						July 3, 2021						July 2, 2022						July 3, 2021
Foreign exchange gain (loss)			$	3,380					$	(174)					$	3,934					$	561
Interest income			80						20						144						65
Pension expense			(104)						(143)						(180)						(280)
Other			(12)						(29)						(115)						(99)
			$	3,344					$	(326)					$	3,783					$	247

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Foreign currency exchange gains represent the impact of changes in foreign currency exchange rates. For the fiscal quarter and six fiscal months ended July 2, 2022, the change in foreign exchange gains and losses during the period, as compared to the prior year periods, is largely due to exposure to currency fluctuations with the Israeli shekel, the Japanese yen and the British pound. The change in the dollar-shekel exchange rate resulted in a favorable foreign exchange impact primarily related to the shekel-denominated lease liability for the Sensors facility in Israel. .Included in Other for the six fiscal months ended July 2, 2022 is a $0.2 million loss on the liquidation of two of the Company's European subsidiaries.

Note 14 – 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
July 2, 2022
Assets
Assets held in rabbi trusts						$	5,477					$	97					$	5,380					$	—
December 31, 2021
Assets
Assets held in rabbi trusts						$	6,158					$	49					$	6,109					$	—

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 July 2, 2022 and December 31, 2021, 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 July 2, 2022 and December 31, 2021 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, short-term notes payable, and accounts payable. The carrying amounts for these financial instruments reported in the consolidated condensed balance sheets approximate their fair values.

Note 15 – 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

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recorded costs. If the initial estimates are too low or too high, the Company could be required to either record additional expense in future periods or to reverse part of the previously recorded charges.

The Company recorded $0.9 million and $0.0 million of restructuring costs during the fiscal quarter ended July 2, 2022 and July 3, 2021, respectively and $1.2 million and $0.0 million of restructuring costs during the six fiscal months ended July 2, 2022 and July 3, 2021, 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 July 2, 2022 and December 31, 2021, respectively, is included in Other accrued expenses in the accompanying consolidated condensed balance sheets (in thousands):

Balance at December 31, 2021			$	—
Restructuring charges in 2022			1,165
Cash payments			(616)
Foreign currency translation			8
Balance at July 2, 2022			$	557

Note 16 – Subsequent Event

On August 8, 2022, the Company announced that its Board of Directors approved a stock repurchase plan, authorizing the Company to repurchase in the aggregate up to 600,000 shares of its outstanding common stock until August 11, 2023.

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

VPG is a global, diversified company focused on precision measurement sensing technologies, including specialized sensors, weighing solutions, and measurement systems. Many of our precision measurement sensing products and solutions are “designed-in” by our customers and address growing applications across a diverse array of industries and markets. Our products are marketed under a variety of 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 technologies help ensure and deliver required levels of quality of mission-critical or high-value data. 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 increases, and they integrate more precision measurement sensors and related systems into their solutions in order to link the mechanical and physical world with digital control and/or response, we believe this will offer substantial growth opportunities for our products and expertise.

Impact of COVID-19 on Our Business

As of August 9, 2022, all of the Company’s facilities are open and operational. Nonetheless, given the ongoing uncertainty concerning the magnitude and duration of the COVID-19 pandemic around the world, any ongoing economic disruption may adversely affect the Company’s business and financial results.

Overview of Financial Results

VPG reports in three product segments: the Sensors segment, the Weighing Solutions segment, and the 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 July 2, 2022 were $88.6 million versus $75.3 million for the comparable prior year period. Net earnings attributable to VPG stockholders for the fiscal quarter ended July 2, 2022 were $10.8 million, or $0.79 per diluted share, versus $3.9 million, or $0.29 per diluted share, for the comparable prior year period.

Net revenues for the six fiscal months ended July 2, 2022 were $176.3 million versus $145.9 million for the comparable prior year period. Net earnings attributable to VPG stockholders for the six fiscal months ended July 2, 2022 were $17.1 million, or $1.25 per diluted share, versus $8.9 million, or $0.65 per diluted share, for the comparable prior year period.

The results of operations for the fiscal quarter and six fiscal months ended July 2, 2022 and July 3, 2021 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.

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			Gross Profit												Operating Income												Net Earnings Attributable to VPG Stockholders												Diluted Earnings Per share
Three months ended			July 2, 2022						July 3, 2021						July 2, 2022						July 3, 2021						July 2, 2022						July 3, 2021						July 2, 2022						July 3, 2021
As reported - GAAP			$	37,334					$	29,798					$	10,551					$	4,924					$	10,755					$	3,920					$	0.79					$	0.29
As reported - GAAP Margins			42.1		%				39.6		%				11.9		%				6.5		%
Acquisition purchase accounting adjustments (a)			679						919						679						919						679						919						0.05						0.07
Acquisition costs									—						—						1,198						—						1,198						—						0.09
COVID-19 impact (b)			—						(26)						—						(242)						—						(242)						—						(0.02)
Start-up costs (c)			—						1,159						—						1,159						—						1,159						—						0.08
Impairment of goodwill and indefinite-lived intangibles									—						—						1,223						—						1,223						—						0.09
Restructuring costs									—						904						—						904						—						0.07						—
Foreign exchange (gain)/loss (d)									—												—						(3,380)						174						(0.25)						0.01
Less: Tax effect of reconciling items and discrete tax items									—												—						(377)						1,639						(0.02)						0.12
As Adjusted - Non GAAP			$	38,013					$	31,850					$	12,134					$	9,181					$	9,335					$	6,712					$	0.68					$	0.49
As Adjusted - Non GAAP Margins			42.9		%				42.3		%				13.7		%				12.2		%

			Gross Profit												Operating Income												Net Earnings Attributable to VPG Stockholders												Diluted Earnings Per share
Six fiscal months ended			July 2, 2022						July 3, 2021						July 2, 2022						July 3, 2021						July 2, 2022						July 3, 2021						July 2, 2022						July 3, 2021
As reported - GAAP			72,584						58,420						18,866						11,363						$	17,111					$	8,881					$	1.25					$	0.65
As reported - GAAP Margins			41.2		%				40.0		%				10.7		%				7.8		%
Acquisition purchase accounting adjustments (a)			1,050						930						1,050						930						1,050						930						0.08						0.07
Acquisition costs									—						—						1,198						—						1,198						—						0.09
COVID-19 impact (b)			138						(177)						138						(685)						138						(685)						0.01						(0.05)
Start-up costs (c)			150						1,288						150						1,288						150						1,288						0.01						0.09
Impairment of goodwill and indefinite-lived intangibles			—						—						—						1,223						—						1,223						—						0.09
Restructuring costs															1,165						—						1,165						—						0.09						—
Foreign exchange (gain)/loss (d)																											(3,934)						(561)						(0.29)						(0.04)
Less: Tax effect of reconciling items and discrete tax items																											(302)						1,406						(0.02)						0.10
As Adjusted - Non GAAP			$	73,922					$	60,461					$	21,369					$	15,317					$	15,982					$	10,868					$	1.17					$	0.80
As Adjusted - Non GAAP Margins			41.9		%				41.4		%				12.1		%				10.5		%

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			Three months ended												Six fiscal months ended
			July 2, 2022						July 3, 2021						July 2, 2022						July 3, 2021
Net earnings attributable to VPG stockholders			$	10,755					$	3,920					$	17,111					$	8,881
Interest Expense			428						273						757						578
Income tax expense			2,587						262						4,328						2,026
Depreciation			2,832						2,829						5,685						5,736
Amortization			967						757						1,937						1,372
EBITDA			17,569						$	8,041					29,818						$	18,593
EBITDA MARGIN			19.8		%				10.7		%				16.9		%				12.7		%
Impairment of goodwill and indefinite-lived intangibles			—						1,223						—						1,223
Acquisition purchase accounting adjustments (a)			679						919						1,050						930
Acquisition costs			—						1,198						—						1,198
Restructuring costs			904						—						1,165						—
COVID-19 impact (b)			—						(242)						138						(685)
Start-up costs (c)			—						1,159						150						1,288
Foreign exchange (gain)/loss (d)			(3,380)						174						(3,934)						(561)
ADJUSTED EBITDA			$	15,772					$	12,472					$	28,387					$	21,986
ADJUSTED EBITDA MARGIN			17.8		%				16.6		%				16.1		%				15.1		%

(a)     Acquisition purchase accounting adjustments include fair market value adjustments associated with inventory recorded as a component of costs of products sold.

(b)    COVID-19 impact is the net impact to the Company of costs incurred as a result of the COVID-19 pandemic, net of government subsidies received.

(c)    Start-up costs in 2022 and 2021 are associated with the ramp up of our new manufacturing facility in Israel.

(d)    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 second quarter of 2021 through the second quarter of 2022 (dollars in thousands):

			2nd Quarter						3rd Quarter						4th Quarter						1st Quarter						2nd Quarter
			2021						2021						2021						2022						2022
Net revenues			$	75,339					$	81,974					$	90,017					$	87,665					$	88,618
Gross profit margin			39.6		%				38.8		%				38.7		%				40.2		%				42.1		%
End-of-period backlog			$	130,900					$	146,700					$	150,500					$	170,600					$	171,400
Book-to-bill ratio			1.40						1.21						1.06						1.25						1.08
Inventory turnover			2.64						2.55						2.82						2.69						2.52

			2nd Quarter						3rd Quarter						4th Quarter						1st Quarter						2nd Quarter
			2021						2021						2021						2022						2022
Sensors
Net revenues			$	31,176					$	30,721					$	34,149					$	37,750					$	40,280
Gross profit margin			38.9		%				31.1		%				32.1		%				37.8		%				44.3		%
End-of-period backlog			$	59,200					$	70,100					$	72,900					$	81,300					$	84,200
Book-to-bill ratio			1.38						1.37						1.11						1.27						1.17
Inventory turnover			2.90						3.14						3.53						3.54						3.20
Weighing Solutions
Net revenues			$	31,675					$	30,676					$	32,071					$	32,768					$	28,459
Gross profit margin			37.2		%				37.2		%				34.0		%				36.9		%				33.7		%
End-of-period backlog			$	41,100					$	42,600					$	41,800					$	43,600					$	43,000
Book-to-bill ratio			1.16						1.06						0.98						1.06						1.03
Inventory turnover			2.78						2.47						2.63						2.61						2.33
Measurement Systems
Net revenues			$	12,488					$	20,577					$	23,797					$	17,147					$	19,879
Gross profit margin			47.1		%				52.8		%				54.7		%				51.8		%				49.9		%
End-of-period backlog			$	30,600					$	34,000					$	35,800					$	45,700					$	44,200
Book-to-bill ratio			2.03						1.18						1.08						1.56						0.98
Inventory turnover			1.85						1.92						2.18						1.68						1.90

Net revenues for the second quarter of 2022 increased 1.1% from the first quarter of 2022 mainly due to increased volume in Sensors and Measurement Systems reporting segments partially offset by decreased volume in the Weighing Solutions reporting segment. Net revenues increased 17.6% from the second quarter of 2021 with increased volume primarily from the Sensors and Measurement Systems reporting segments.

Net revenues in the Sensors reporting segment increased 6.7% compared to the first quarter of 2022 and increased 29.2% from the second quarter of 2021. Sequentially, the increase in revenues reflected revenue growth in our sales of precision resistors in the Test and Measurement market, partially offset by a decrease in revenues for precision resistors in the Avionics, Military and Space market. The year-over-year increase in revenues was primarily attributable to higher sales of precision resistors in the Test and Measurements market and higher revenue of our advanced sensors products primarily in Other markets (mainly for consumer and medical applications) and in our General Industrial markets for energy applications.

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Net revenues in the Weighing Solutions reporting segment decreased 13.1% from the first quarter of 2022 and decreased 10.2% from the second quarter of 2021. The year-over-year and sequential decreases in revenues were primarily attributable to a decrease in revenue related to force sensor products to our OEM customers in our Other markets and lower sales of onboard weighing products to the Transportation market.

Net revenues in the Measurement Systems reporting segment increased 15.9% from the first quarter of 2022 and increased 59.2% from the second quarter of 2021. Sequentially, the increase in revenue was primarily due to the higher revenue of KELK and Dynamic Systems, Inc. ("DSI") products to the Steel market. The year-over-year increase in revenue was primarily attributable to the addition of revenue for Diversified Technical Systems, Inc. ("DTS"), which was acquired on June 1, 2021, and higher revenue of our KELK and DSI steel-related businesses.

Overall gross profit margin in the second quarter of 2022 increased 1.9% as compared to the first quarter of 2022 and increased 2.5% from the second quarter of 2021.

Sequentially, the increase in the gross profit margin in the Sensors reporting segment was partially offset by a decrease in the gross profit margin in the Weighing Solutions and Measurement Systems reporting segments. In the Sensors reporting segment, the gross profit margins increased sequentially due to higher volume and labor efficiencies. In the Weighing Solutions reporting segment, the sequential decrease in gross profit margins was primarily due to lower volume and an unfavorable product mix. The sequential decrease in the gross profit margins in the Measurement Systems reporting segment was a result of unfavorable product mix and a reduction in inventory which offset the higher volume.

Compared to the second quarter of 2021, the Sensors and Measurement Systems reporting segments had higher gross profit margins, while the Weighing Solutions reporting segment gross profit margin was lower.

The Sensors reporting segment had a higher gross profit margin due to higher volume partially offset by unfavorable foreign exchange rates, wage increases, and labor inefficiencies due to the hiring of new personnel. In the Measurement Systems reporting segment, the gross profit margin was higher as compared to the second quarter of 2021 primarily due to higher revenue, partially offset by an unfavorable foreign exchange rate and a full quarter of costs for DTS compared to one month in the prior year period. The Weighing Solutions reporting segment decrease in gross profit margin as compared to 2021 was primarily due to lower volume, unfavorable foreign exchange rates, and unfavorable product mix.

Optimize Core Competence

The Company’s core competencies include our innovative, deep technical and applications-specific expertise that adds 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, China, 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 March 4, 2022.

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 Exchange Rate on Operations

For the fiscal quarter ended July 2, 2022, exchange rates decreased net revenues by $4.0 million, and decreased costs of products sold and selling, general, and administrative expenses by $3.2 million, when compared to the comparable prior year period.

For the six fiscal months ended July 2, 2022, exchange rates decreased net revenues by $5.5 million, and decreased costs of products sold and selling, general, and administrative expenses by $3.4 million, when compared to the comparable prior year period.

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Results of Operations

Results of operations by reporting segments for the fiscal quarter and six fiscal months ended July 3, 2021 have been recast to reflect the new reporting segments as described under Item 7. Overview of Financial Results of our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 4, 2022.

Statement of operations’ captions as a percentage of net revenues and the effective tax rates were as follows:

			Fiscal quarter ended												Six fiscal months ended
			July 2, 2022						July 3, 2021						July 2, 2022						July 3, 2021
Costs of products sold			57.9		%				60.4		%				58.8		%				60.0		%
Gross profit			42.1		%				39.6		%				41.2		%				40.0		%
Selling, general, and administrative expenses			29.2		%				29.8		%				29.8		%				30.6		%
Operating income			11.9		%				6.5		%				10.7		%				7.8		%
Income before taxes			15.2		%				5.7		%				12.4		%				7.6		%
Net earnings			12.3		%				5.4		%				10.0		%				6.2		%
Net earnings attributable to VPG stockholders			12.1		%				5.2		%				9.7		%				6.1		%
Effective tax rate			19.2		%				6.1		%				19.8		%				18.4		%

Net Revenues

Net revenues were as follows (dollars in thousands):

			Fiscal quarter ended												Six fiscal months ended
			July 2, 2022						July 3, 2021						July 2, 2022						July 3, 2021
Net revenues			$	88,618					$	75,339					$	176,283					$	145,928
Change versus comparable prior year period			$	13,279											$	30,355
Percentage change versus prior year period			17.6		%										20.8		%

Changes in net revenues were attributable to the following:

			vs. prior year quarter						vs. prior year- to-date
Change attributable to:
Change in volume			15.6		%				14.4		%
Change in average selling prices			2.6		%				2.3		%
Foreign currency effects			(5.6)		%				(3.8)		%
Acquisitions			5.0		%				7.9		%
Net change			17.6		%				20.8		%

During the fiscal quarter and six fiscal months ended July 2, 2022, net revenues increased 17.6% and 20.8%, respectively, as compared to the comparable prior year periods, with increased volume primarily from the Sensors and Measurement Systems reporting segments.

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Gross Profit Margin

Gross profit as a percentage of net revenues was as follows:

			Fiscal quarter ended												Six fiscal months ended
			July 2, 2022						July 3, 2021						July 2, 2022						July 3, 2021
Gross profit margin			42.1		%				39.6		%				41.2		%				40.0		%

The gross profit margin for the fiscal quarter and six fiscal months ended July 2, 2022 increased 2.5% and 1.2%, respectively, as compared to the comparable prior year periods, with higher gross profit margins in the Sensors and Measurements Systems reporting segments and lower gross profit margins in the Weighing Solutions reporting segment.

Segments

Analysis of revenues and gross profit margins for each of our reportable segments is provided below.

Sensors

Net revenues of the Sensors segment were as follows (dollars in thousands):

			Fiscal quarter ended												Six fiscal months ended
			July 2, 2022						July 3, 2021						July 2, 2022						July 3, 2021
Net revenues			$	40,280					$	31,176					$	78,030					$	62,991
Change versus comparable prior year period			$	9,104											$	15,039
Percentage change versus prior year period			29.2		%										23.9		%

Changes in Sensors segment net revenues were attributable to the following:

			vs. prior year quarter						vs. prior year- to-date
Change attributable to:
Change in volume			34.6		%				26.5		%
Change in average selling prices			2.1		%				2.0		%
Foreign currency effects			(7.5)		%				(4.6)		%
Net change			29.2		%				23.9		%

Net revenues increased 29.2% for the fiscal quarter ended July 2, 2022, as compared to the comparable prior year period and increased 23.9% for the six fiscal months ended July 2, 2022, as compared to the comparable prior year period. The year-over-year increase in revenues was primarily attributable to higher sales of precision resistors in the Test and Measurements market and higher revenue of our advanced sensors products primarily in Other markets (mainly for consumer and medical applications) and in our General Industrial markets for energy applications.

Gross profit as a percentage of net revenues for the Sensors segment was as follows:

			Fiscal quarter ended												Six fiscal months ended
			July 2, 2022						July 3, 2021						July 2, 2022						July 3, 2021
Gross profit margin			44.3		%				38.9		%				41.2		%				39.6		%

The gross profit margin increased 5.4% for the fiscal quarter ended July 2, 2022, when compared to the comparable prior year period due to higher volume partially offset by unfavorable foreign exchange rates, wage increases, and labor inefficiencies due to the hiring of new personnel. Additionally, there were higher start-up costs associated with our new advanced sensors facility in 2021.

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The gross profit margin increased 1.6% for the six fiscal months ended July 2, 2022 as compared to the comparable prior year period. Volume increases were mostly offset by impacts from charges related to start-up costs in our new advanced sensors facility, wage increase, and labor inefficiencies.

Weighing Solutions

Net revenues of the Weighing Solutions segment were as follows (dollars in thousands):

			Fiscal quarter ended												Six fiscal months ended
			July 2, 2022						July 3, 2021						July 2, 2022						July 3, 2021
Net revenues			$	28,459					$	31,675					$	61,227					$	62,643
Change versus comparable prior year period			$	(3,216)											$	(1,416)
Percentage change versus prior year period			(10.2)		%										(2.3)		%

Changes in Weighing Solutions segment net revenues were attributable to the following:

			vs. prior year quarter						vs. prior year- to-date
Change attributable to:
Change in volume			(9.0)		%				(1.8)		%
Change in average selling prices			4.2		%				3.3		%
Foreign currency effects			(5.4)		%				(3.8)		%
Net change			(10.2)		%				(2.3)		%

Net revenues decreased 10.2% for the fiscal quarter ended July 2, 2022, and decreased 2.3% for the six fiscal months ended July 2, 2022 as compared to the comparable prior year periods. The decreases in revenues were primarily attributable to a decrease in revenue related to force sensor products to our OEM customers in our Other markets and lower sales of onboard weighing products to the Transportation market.

Gross profit as a percentage of net revenues for the Weighing Solutions segment was as follows:

			Fiscal quarter ended												Six fiscal months ended
			July 2, 2022						July 3, 2021						July 2, 2022						July 3, 2021
Gross profit margin			33.7		%				37.2		%				35.4		%				37.6		%

The gross profit margin for the fiscal quarter ended July 2, 2022 decreased 3.5% as compared to the comparable prior year period and decreased 2.2% for the six fiscal months ended July 2, 2022 when compared to the prior year period. The decreases were primarily due to lower volume, unfavorable foreign exchange rates, and unfavorable product mix.

Measurement Systems

Net revenues of the Measurement Systems segment were as follows (dollars in thousands):

			Fiscal quarter ended												Six fiscal months ended
			July 2, 2022						July 3, 2021						July 2, 2022						July 3, 2021
Net revenues			$	19,879					$	12,488					$	37,026					$	20,294
Change versus comparable prior year period			$	7,391											$	16,732
Percentage change versus prior year period			59.2		%										82.4		%

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Changes in Measurement Systems segment net revenues were attributable to the following:

			vs. prior year quarter						vs. prior year- to-date
Change attributable to:
Change in volume			31.6		%				27.6		%
Change in average selling prices			1.2		%				0.8		%
Foreign currency effects			(3.8)		%				(2.5)		%
Acquisitions			30.2		%				56.5		%
Net change			59.2		%				82.4		%

Net revenues increased 59.2% for the fiscal quarter ended July 2, 2022 as compared to the comparable prior year period and increased 82.4% for the six fiscal months ended July 2, 2022 as compared to the comparable prior year period. The year-over-year increase in revenue was primarily attributable to the addition of revenue for DTS, which was acquired on June 1, 2021, and higher revenue of our KELK and DSI steel-related businesses.

Gross profit as a percentage of net revenues for the Measurement Systems segment were as follows:

			Fiscal quarter ended												Six fiscal months ended
			July 2, 2022						July 3, 2021						July 2, 2022						July 3, 2021
Gross profit margin			49.9		%				47.1		%				50.8		%				48.8		%

The gross profit margin for the fiscal quarter ended July 2, 2022 increased 2.8% compared to the second quarter of 2021. The increase was mainly due to higher revenue, partially offset by an unfavorable foreign exchange rate and a full quarter of costs for DTS compared to one month in the prior year period.

The gross profit margin for the six fiscal months ended July 2, 2022 increased 2.0% from the prior year period. Higher revenues coming from DTS and our KELK and DSI steel-related businesses were partially offset by an unfavorable product mix and an unfavorable foreign exchange rate impact. Additionally, COVID-19 subsidies were received in 2021 that did not continue in 2022.

Selling, General, and Administrative Expenses

Selling, general, and administrative (“SG&A”) expenses are summarized as follows (dollars in thousands):

			Fiscal quarter ended												Six fiscal months ended
			July 2, 2022						July 3, 2021						July 2, 2022						July 3, 2021
Total SG&A expenses			$	25,879					$	22,453					$	52,553					$	44,636
As a percentage of net revenues			29.2		%				29.8		%				29.8		%				30.6		%

SG&A expenses for the fiscal quarter ended July 2, 2022 increased $3.4 million compared to the comparable prior year period, with $2.3 million of the increase driven by SG&A expenses from DTS, which was acquired in June of 2021. The remaining increase is from additional SG&A expenses related to wage increases, travel costs, and commissions.

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SG&A expenses for the six fiscal months ended July 2, 2022 increased $7.9 million compared to the comparable prior year periods with $6.1 million of the increase driven by SG&A expenses from DTS. The remaining increase is from additional SG&A expenses related to wage increases, commissions, and other costs.

Impairment of Goodwill and Indefinite-lived Intangible Assets

For the fiscal quarter and six fiscal months ended July 3, 2021, as a result of our interim impairment test, we recorded a $1.2 million pre-tax, non-cash impairment charge which reduced the carrying value of our goodwill and indefinite-lived intangible assets.

Acquisition Costs

For the fiscal quarter and six fiscal months ended July 3, 2021, we recorded Acquisition Costs associated with the acquisition of DTS as follows (in thousands):

			Fiscal quarter ended						Six fiscal months ended
			July 3, 2021												July 3, 2021
Legal fees			$	341											$	341
Appraisal fees			18												18
Other (investment banker and insurance costs)			839												839
			$	1,198											$	1,198

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 to either record additional expense in future periods or to reverse part of the previously recorded charges.

The Company recorded $0.9 million and $0.0 million of restructuring costs during the fiscal quarter ended July 2, 2022 and July 3, 2021, respectively, and $1.2 million and $0.0 million of restructuring costs during the six fiscal months ended July 2, 2022 and July 3, 2021, respectively. Restructuring costs were comprised primarily of employee termination costs, including severance and statutory retirement allowances, in connection with various cost reduction programs.

Other Income (Expense)

Interest expense for the fiscal quarter and six fiscal months ended July 2, 2022 was higher when compared with the comparable prior year periods mainly due to higher borrowing rates in 2022.

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The following table analyzes the components of the line “Other” on the consolidated condensed statements of operations (in thousands):

			Fiscal quarter ended
			July 2, 2022						July 3, 2021						Change
Foreign exchange gain (loss)			$	3,380					$	(174)					$	3,554
Interest income			80						20						60
Pension expense			(104)						(143)						39
Other			(12)						(29)						17
			$	3,344					$	(326)					$	3,670

			Six fiscal months ended
			July 2, 2022						July 3, 2021						Change
Foreign exchange gain			$	3,934					$	561					$	3,373
Interest income			144						65						79
Pension expense			(180)						(280)						100
Other			(115)						(99)						(16)
			$	3,783					$	247					$	3,536

Foreign currency exchange gains represent the impact of changes in foreign currency exchange rates. For the fiscal quarter and six fiscal months ended July 2, 2022, the change in foreign exchange gains and losses during the period, as compared to the prior year periods, is largely due to exposure to currency fluctuations with the Israeli shekel, the Japanese yen and the British pound. The change in the dollar-shekel exchange rate resulted in a favorable foreign exchange impact primarily related to the shekel-denominated lease liability for the Sensors facility in Israel. Included in Other for the six fiscal months ended July 2, 2022 is a $0.2 million loss on liquidation of two of the Company's European subsidiaries.

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 for the fiscal quarter ended July 2, 2022 was 19.2% compared to 6.1% for the fiscal quarter ended July 3, 2021. The effective tax rate for the fiscal quarter ended July 2, 2022 was higher than the prior year period primarily due to foreign exchange gains and losses, offset by tax rate changes and a reduction in our valuation allowance on deferred tax assets. The effective tax rate for the six fiscal months ended July 2, 2022 was 19.8% compared to 18.4% for the six fiscal months ended July 3, 2021. The effective tax rate for the six fiscal months ended July 2, 2022 was higher than the prior year period primarily due to changes in the mix of worldwide income and foreign exchange gains and losses, offset by tax rate changes and a reduction in our valuation allowance on deferred tax assets.

On December 28, 2021, the United States Treasury Department and the Internal Revenue Service issued final regulations relating to the foreign tax credit and clarifying the rules relating to foreign derived intangible income. These new regulations apply to tax years beginning on or after December 28, 2021. The Company is still in the process of analyzing the potential tax impact that these regulations could have on the Company’s tax position.

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.

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Financial Condition, Liquidity, and Capital Resources

We believe that our current cash and cash equivalents, credit facilities and projected cash from operations will be sufficient to meet our liquidity needs for at least the next 12 months.

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 $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.

Interest payable on amounts borrowed under the 2020 Revolving Facility is based upon, at the Company’s option, (1) the greatest of: the Agent’s prime rate, the Federal Funds rate, or a LIBOR floor (the “Base Rate”), or (2) LIBOR or CDOR plus a specified margin. An interest margin of 0.25% is added to Base Rate loans. 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 LIBOR or CDOR rate to determine the interest payable on the LIBOR or CDOR 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.

The obligations of the Company under the 2020 Credit Agreement are secured by pledges of stock in certain domestic and foreign subsidiaries, as well as guarantees by substantially all of the Company’s domestic subsidiaries. The obligations of the Company and the guarantors under the 2020 Credit Agreement are secured by substantially all the assets (excluding real estate) of the Company and such guarantors. The 2020 Credit Agreement restricts the Company from paying cash dividends and requires the Company to comply with other customary covenants, representations, and warranties, including the maintenance of specific financial ratios. The financial maintenance covenants include an interest coverage ratio and a leverage ratio. The Company was in compliance with its financial maintenance covenants at December 31, 2021. If the Company is not in compliance with any of these covenant restrictions, the credit facility could be terminated by the lenders, and all amounts outstanding pursuant to the credit facility could become immediately payable.

Our business has historically generated significant cash flow. For the six fiscal months ended July 2, 2022, cash provided by operating activities was $8.8 million compared to cash provided by operations of $12.4 million in the comparable prior year period. The decrease in cash provided by operations was due to our working capital needs to support our increased level backlog. We also had significant cash payments for bonuses in first half of fiscal 2022 compared to the first half of fiscal 2021. Our net cash used in investing activities for the six fiscal months ended July 2, 2022 was lower compared to the prior year period mainly due to the acquisition of DTS which took place in the second quarter of 2021. Our net cash used in financing activities for the six fiscal months ended July 2, 2022 was lower than the comparable to prior year period due to the 2021 borrowings in connection with the acquisition of DTS.

Approximately 92% and 87% of our cash and cash equivalents balance at July 2, 2022 and December 31, 2021, respectively, was held by our non-U.S. subsidiaries.

See the following table for the percentage of cash and cash equivalents, by region, at July 2, 2022 and December 31, 2021:

			July 2, 2022						December 31, 2021
Israel			18		%				25		%
Asia			33		%				24		%
Europe			16		%				18		%
United States			8		%				13		%
United Kingdom			13		%				12		%
Canada			12		%				8		%
			100		%				100		%

We earn a significant amount of our operating income outside the United States, and we consider the majority of the undistributed earnings of our foreign subsidiaries to be indefinitely reinvested, as of July 2, 2022. As a result, as discussed

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above, a significant portion of our cash and short-term investments are held by foreign subsidiaries. The Company will continue to evaluate its cash needs. However, we currently do not intend, nor do we foresee a need, to repatriate funds in excess of what is already planned. The Company will evaluate the possibility of repatriating future cash provided such repatriation can be accomplished in a tax efficient manner. In addition, we expect existing domestic cash, short-term investments, and cash flows from operations to continue to be sufficient to fund our domestic operating activities and cash commitments for investing and financing activities, such as debt repayment and capital expenditures, for at least the next 12 months and thereafter for the foreseeable future.

If we should require more capital in the United States than is generated by our domestic operations, for example, to fund significant discretionary activities, such as business acquisitions, we could elect to repatriate future earnings from foreign jurisdictions or raise capital in the United States through debt or equity issuances. These alternatives could result in higher tax expense, increased interest expense, or dilution of our earnings.

Adjusted free cash flow generated during the six fiscal months ended July 2, 2022, was $0.3 million. We refer to the amount of cash provided by operating activities ($8.8 million) in excess of our capital expenditures ($8.8 million) and net of proceeds from the sale of assets ($0.3 million) as “adjusted free cash flow.”

The following table summarizes the components of net cash at July 2, 2022 and December 31, 2021 (in thousands):

			July 2, 2022						December 31, 2021
Cash and cash equivalents			$	79,429					$	84,335
Third-party debt, including current and long-term:
Revolving debt			61,000						61,000
Deferred financing costs			(242)						(286)
Total third-party debt			60,758						60,714
Net cash			$	18,671					$	23,621

Measurements such as “adjusted free cash flow” and “net cash" do not have uniform definitions and are not recognized in accordance with U.S. GAAP. Such measures should not be viewed as alternatives to GAAP measures of performance or liquidity. However, management believes that “adjusted free cash flow” is a meaningful measure of our ability to fund acquisitions, and that an analysis of “net cash” assists investors in understanding aspects of our cash and debt management. These measures, as calculated by us, may not be comparable to similarly titled measures used by other companies.

Our financial condition as of July 2, 2022 remains strong, with a current ratio (current assets to current liabilities) of 4.0 to 1.0, as compared to a ratio of 3.6 to 1.0 at December 31, 2021.

Cash paid for property and equipment for the six fiscal months ended July 2, 2022 was $8.8 million compared to $8.3 million in the comparable prior year period.

As of July 2, 2022 and December 31, 2021, we did not have any off-balance sheet arrangements.

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Safe Harbor Statement

From time to time, information provided by us, including, but not limited to, statements in this report, or other statements made by or on our behalf, may contain or constitute "forward-looking" information within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements involve a number of risks, uncertainties, and contingencies, many of which are beyond our control, which may cause actual results, performance, or achievements to differ materially from those anticipated.

Such statements are based on current expectations only, and are subject to certain risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, expected, estimated, or projected. Among the factors that could cause actual results to materially differ include: general business and economic conditions; impact of inflation, global labor and supply chain challenges; difficulties or delays in identifying, negotiating and completing acquisitions and integrating acquired companies; the inability to realize anticipated synergies and expansion possibilities; difficulties in new product development; changes in competition and technology in the markets that we serve and the mix of our products required to address these changes; changes in foreign currency exchange rates; political, economic, health (including the COVID-19 pandemic) and military instability in the countries in which we operate; difficulties in implementing our cost reduction strategies, such as underutilization of production facilities, labor unrest or legal challenges to our lay-off or termination plans, operation of redundant facilities due to difficulties in transferring production to achieve efficiencies; compliance issues under applicable laws, such as export control laws, including the outcome of our voluntary self-disclosure of export control non-compliance; significant developments from the recent and potential changes in tariffs and trade regulation; our efforts and efforts by governmental authorities to mitigate the COVID-19 pandemic, such as travel bans, shelter-in-place orders and business closures and the related impact on resource allocations, manufacturing and supply chains; our status as a “critical”, “essential” or “life-sustaining” business in light of COVID-19 business closure laws, orders and guidance being challenged by a governmental body or other applicable authority; our ability to execute our new corporate strategy and business continuity, operational and budget plans; and other factors affecting our operations, markets, products, services, and prices that are set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. We caution you not to place undue reliance on forward-looking statements, which speak only as of the date of this report or as of the dates otherwise indicated in such forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in the market risks previously disclosed in Part II, Item 7A “Quantitative and Qualitative Disclosures About Market Risk” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on March 4, 2022.

Item 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

An evaluation was performed under the supervision and with the participation of our management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report to ensure that information required to be disclosed in reports that we file or submit under the Exchange Act are: (1) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms; and (2) accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Our management, including our CEO and CFO, believes that any disclosure controls and procedures or internal controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must consider the benefits of controls relative to their costs. Inherent limitations within a control system include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the control. While the design of any system of controls is to provide reasonable assurance of the effectiveness of disclosure controls, such design is also based in part upon certain assumptions about the likelihood of future events, and such assumptions, while reasonable, may not take into account all potential future conditions. Accordingly, because of the inherent limitations in a cost effective control system, misstatements due to error or fraud may occur and may not be prevented or detected.

Changes in Internal Control over Financial Reporting

During our last fiscal quarter ended July 2, 2022, there was no change in our internal control over financial reporting that materially affected, or is reasonable likely to materially affect, internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

The Company is subject to various legal proceedings that constitute ordinary, routine litigation incidental to its business. In addition, the Company recently determined that certain export shipments of products from one of its subsidiaries did not comply with the filing requirements of U.S. export administration and foreign trade regulations, and the Company voluntarily self-disclosed such non-compliance to the U.S. government. Non-compliance with the filing requirements may result in fines and penalties.

The Company believes that the foregoing matters will not have a material adverse effect on the Company’s business or its financial condition, results of operations, and cash flows.

Item 1A. RISK FACTORS

In addition to the other information set forth in this Form 10-Q, you should carefully consider the factors discussed in Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on March 4, 2022. There have been no material changes in reported risk factors from the information reported in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

Item 3. DEFAULTS UPON SENIOR SECURITIES

None.

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

Item 5. OTHER INFORMATION

Not applicable.

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Item 6. EXHIBITS

31.1						Certification pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 – Ziv Shoshani, Chief Executive Officer.
31.2						Certification pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 – William M. Clancy, Chief Financial Officer.
32.1						Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – Ziv Shoshani, Chief Executive Officer.
32.2						Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – William M. Clancy, Chief Financial Officer.
101						Interactive Data File (Quarterly Report on Form 10-Q, for the quarterly period ended July 2 2022, furnished in XBRL (eXtensible Business Reporting Language).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			VISHAY PRECISION GROUP, INC.
			/s/ William M. Clancy
			William M. Clancy
			Executive Vice President and Chief Financial Officer
			(as a duly authorized officer and principal financial and accounting officer)

Date: August 9, 2022

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