Vishay Precision Group, Inc. - Quarter Report: 2022 April (Form 10-Q)

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 April 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

Non-accelerated filer

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ý No

As of May 10, 2022, the registrant had 12,621,057 shares of its common stock and 1,022,887 shares of its Class B convertible common stock outstanding.

VISHAY PRECISION GROUP, INC.

FORM 10-Q

April 2, 2022

CONTENTS


		Page Number
PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements

	Consolidated Condensed Balance Sheets – April 2, 2022 (Unaudited) and December 31, 2021	3

	Consolidated Condensed Statements of Operations (Unaudited) – Fiscal Quarters Ended April 2, 2022 and April 3, 2021	5



	Consolidated Condensed Statements of Comprehensive Income (Loss) (Unaudited) – Fiscal Quarters Ended April 2, 2022 and April 3, 2021	6



	Consolidated Condensed Statements of Cash Flows (Unaudited) –Three Fiscal Months Ended April 2, 2022 and April 3, 2021	7

	Consolidated Condensed Statements of Equity (Unaudited) – Fiscal Quarters Ended April 2, 2022 and April 3, 2021	8



	Notes to Unaudited Consolidated Condensed Financial Statements	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35

Item 4.	Controls and Procedures	35

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	36

Item 1A.	Risk Factors	36

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36

Item 3.	Defaults Upon Senior Securities	36

Item 4.	Mine Safety Disclosures	36

Item 5.	Other Information	36

Item 6.	Exhibits	37

	SIGNATURES	38

-2-

PART I - FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS


VISHAY PRECISION GROUP, INC. Consolidated Condensed Balance Sheets (In thousands)
	April 2, 2022		December 31, 2021
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	78,181	$	84,335
Accounts receivable, net	59,056		58,265
Inventories:
Raw materials	26,779		25,464
Work in process	27,723		23,851
Finished goods	24,898		27,112
Inventories, net	79,400		76,427


Prepaid expenses and other current assets	18,219		15,916

Total current assets	234,856		234,943

Property and equipment:
Land	4,206		4,241
Buildings and improvements	68,617		68,778
Machinery and equipment	123,966		122,202
Software	9,384		8,871
Construction in progress	5,866		7,747
Accumulated depreciation	(132,141)		(130,619)
Property and equipment, net	79,898		81,220

Goodwill	45,970		45,830
Intangible assets, net	51,623		52,437
Operating lease right-of-use assets	26,884		27,764
Other assets	18,588		19,695
Total assets	$	457,819	$	461,889

Continues on the following page.

-3-


VISHAY PRECISION GROUP, INC. Consolidated Condensed Balance Sheets (In thousands)
	April 2, 2022		December 31, 2021
Liabilities and equity
Current liabilities:
Trade accounts payable	$	12,203	$	14,876
Payroll and related expenses	19,788		23,772
Other accrued expenses	20,870		17,596
Income taxes	1,209		3,774
Current portion of operating lease liabilities	4,553		4,610

Total current liabilities	58,623		64,628

Long-term debt, less current portion	60,736		60,714
Deferred income taxes	5,761		5,848
Operating lease liabilities	23,959		25,140
Other liabilities	15,279		16,264
Accrued pension and other postretirement costs	11,618		12,253
Total liabilities	175,976		184,847

Commitments and contingencies

Equity:
Common stock	1,324		1,322
Class B convertible common stock	103		103
Treasury stock	(8,765)		(8,765)
Capital in excess of par value	199,223		199,151
Retained earnings	126,652		120,296
Accumulated other comprehensive loss	(36,719)		(35,008)
Total Vishay Precision Group, Inc. stockholders' equity	281,818		277,099
Noncontrolling interests	25		(57)
Total equity	281,843		277,042
Total liabilities and equity	$	457,819	$	461,889

See accompanying notes.

-4-

VISHAY PRECISION GROUP, INC.

Consolidated Condensed Statements of Operations

(Unaudited - In thousands, except per share amounts)


	Fiscal quarter ended
	April 2, 2022		April 3, 2021
Net revenues	$	87,665	$	70,589
Costs of products sold	52,415		41,967
Gross profit	35,250		28,622

Selling, general, and administrative expenses	26,674		22,183



Restructuring costs	261		—
Operating income	8,315		6,439

Other income (expense):
Interest expense	(329)		(305)
Other	439		573
Other income	110		268

Income before taxes	8,425		6,707

Income tax expense	1,741		1,764

Net earnings	6,684		4,943
Less: net loss (earnings) attributable to noncontrolling interests	328		(18)
Net earnings attributable to VPG stockholders	$	6,356	$	4,961

Basic earnings per share attributable to VPG stockholders	$	0.47	$	0.36
Diluted earnings per share attributable to VPG stockholders	$	0.46	$	0.36

Weighted average shares outstanding - basic	13,637		13,593
Weighted average shares outstanding - diluted	13,675		13,629

See accompanying notes.

-5-

VISHAY PRECISION GROUP, INC.

Consolidated Condensed Statements of Comprehensive Income (Loss)

(Unaudited - In thousands)


	Fiscal quarter ended
	April 2, 2022		April 3, 2021
Net earnings	$	6,684	$	4,943

Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment	(1,792)		(1,800)
Pension and other postretirement actuarial items	81		209
Other comprehensive loss	(1,711)		(1,591)

Comprehensive income	4,973		3,352

Less: comprehensive income (loss) attributable to noncontrolling interests	328		(18)

Comprehensive income attributable to VPG stockholders	$	4,645	$	3,370

See accompanying notes.

-6-

VISHAY PRECISION GROUP, INC.

Consolidated Condensed Statements of Cash Flows

(Unaudited - In thousands)


	Three fiscal months ended
	April 2, 2022		April 3, 2021
Operating activities
Net earnings	$	6,684	$	4,943
Adjustments to reconcile net earnings to net cash provided by operating activities:

Depreciation and amortization	3,823		3,522

Loss (gain) on sale of property and equipment	7		(1)
Reclassification of foreign currency translation adjustment related to disposal of subsidiary	191		—
Share-based compensation expense	497		366
Inventory write-offs for obsolescence	396		613
Deferred income taxes	25		(116)
Other	(1,229)		(1,659)
Net changes in operating assets and liabilities:
Accounts receivable, net	(1,546)		753
Inventories, net	(3,755)		(3,089)
Prepaid expenses and other current assets	(2,367)		366
Trade accounts payable	(358)		526
Other current liabilities	(2,641)		(601)
Net cash (used in) provided by operating activities	(273)		5,623

Investing activities
Capital expenditures	(4,303)		(5,746)
Proceeds from sale of property and equipment	10		3


Net cash used in investing activities	(4,293)		(5,743)

Financing activities

Principal payments on long-term debt	—		(18)





Distributions to noncontrolling interests	(246)		(111)
Payments of employee taxes on certain share-based arrangements	(435)		(846)
Net cash used in financing activities	(681)		(975)
Effect of exchange rate changes on cash and cash equivalents	(907)		(1,189)
Decrease in cash and cash equivalents	(6,154)		(2,284)
Cash and cash equivalents at beginning of period	84,335		98,438
Cash and cash equivalents at end of period	$	78,181	$	96,154

Supplemental disclosure of investing transactions:
Capital expenditures purchased	$	(2,085)	$	(4,150)
Capital expenditures accrued but not yet paid	$	850	$	965

See accompanying notes.

-7-

VISHAY PRECISION GROUP, INC.

Consolidated Condensed Statements of Equity

(Unaudited - In thousands, except share amounts)


	Fiscal quarter ended April 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	—		—		—		—		6,356		—		6,356		328		6,684
Other comprehensive income	—		—		—		—		—		(1,711)		(1,711)		—		(1,711)
Share-based compensation expense	—		—		—		497		—		—		497		—		497
Restricted stock issuances ( 17,837 shares)	2		—		—		(425)		—		—		(423)		—		(423)





Distributions to noncontrolling interests	—		—		—		—		—		—		—		(246)		(246)
Balance at April 2, 2022	$	1,324	$	103	$	(8,765)	$	199,223	$	126,652	$	(36,719)	$	281,818	$	25	$	281,843


	Fiscal quarter ended April 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	—		—		—		—		4,961		—		4,961		(18)		4,943
Other comprehensive loss	—		—		—		—		—		(1,591)		(1,591)		—		(1,591)
Share-based compensation expense	—		—		—		366		—		—		366		—		366
Restricted stock issuances (34,572 shares)	3		—		—		(848)		—		—		(845)		—		(845)





Distribution to noncontrolling interests	—		—		—		—		—		—		—		(111)		(111)
Balance at April 3, 2021	$	1,320	$	103	$	(8,765)	$	197,282	$	105,036	$	(34,262)	$	260,714	$	(95)	$	260,619

See accompanying notes.

-8-

Vishay Precision Group, Inc.

Notes to Unaudited Consolidated Condensed Financial Statements

Note 1 – Basis of Presentation

Background

Vishay Precision Group, Inc. (“VPG” or the “Company”) is a global, 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 April 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):


	Fiscal quarter ended April 2, 2022								Fiscal quarter ended April 3, 2021
	Sensors		Weighing Solutions		Measurement Systems		Total		Sensors		Weighing Solutions		Measurement Systems		Total
United States	$	13,006	$	14,078	$	10,465	$	37,549	$	9,706	$	12,580	$	3,631	$	25,917
United Kingdom	877		4,334		298		5,509		860		4,580		38		5,478
Other Europe	7,792		10,531		1,882		20,205		7,181		9,933		188		17,302
Israel	7,331		190		—		7,521		6,441		130		—		6,571
Asia	8,744		3,635		1,010		13,389		7,627		3,736		855		12,218
Canada	—		—		3,492		3,492		—		9		3,094		3,103
Total	$	37,750	$	32,768	$	17,147	$	87,665	$	31,815	$	30,968	$	7,806	$	70,589

-9-

Note 2 – Revenues (continued)

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


	Fiscal quarter ended
	April 2, 2022		April 3, 2021
Test & Measurement	$	17,973	$	14,416
Avionics, Military & Space	8,162		6,030
Transportation	13,954		9,554
Other Markets	21,150		17,545
Industrial Weighing	13,209		12,005
General Industrial	5,866		4,082
Steel	7,351		6,957

Total	$	87,665	$	70,589

Contract Assets & Liabilities

Contract assets are established when revenues are recognized prior to a contractual payment due from the customer. When a payment becomes due based on the contract terms, the Company will reduce the contract asset and record a receivable. Contract liabilities are deferred revenues that are recorded when cash payments are received or due in advance of our performance obligations. Our payment terms vary by the type and location of the products offered. The term between invoicing and when payment is due is not significant.

The outstanding contract assets and liability accounts were as follows (in thousands):


	Contract Asset		Contract Liability
	Unbilled Revenue		Accrued Customer Advances
Balance at December 31, 2021	$	3,570	$	4,765
Balance at April 2, 2022	3,415		7,836
(Decrease)/increase	$	(155)	$	3,071

The amount of revenue recognized during the three fiscal months ended April 2, 2022 that was included in the contract liability balance at December 31, 2021 was $1.2 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 provisional fair values assigned to the assets and liabilities of DTS as of June 1, 2021 (in thousands):

-10-


	June 1, 2021
Working capital	$	12,587
Property and equipment	1,209
Deferred income tax liability	(6,178)

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	31,313
Purchase price	$	47,216
Goodwill	$	15,903

The Company utilizes certain valuations and studies to determine the fair value of the tangible and intangible assets acquired. These valuations and studies are currently being analyzed and have yet to be finalized. Accordingly, the assets and liabilities assumed are subject to adjustment once the detailed analysis is completed. The provisional 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 will be 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, are net revenues of $7.7 million from DTS for the fiscal quarter ended April 2, 2022 and net earnings of $0.1 million fiscal quarter ended April 2, 2022. DTS results include amortization of the inventory step-up of $0.4 million for the fiscal quarter ended April 2, 2022, and amortization of intangible assets of $0.4 million for the fiscal quarter ended April 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:


	Fiscal quarter ended
	April 3, 2021
Pro forma net revenues	$	78,921

Pro forma net earnings attributable to VPG stockholders	$	5,333

Pro forma basic earnings per share attributable to VPG stockholders	$	0.39
Pro forma diluted earnings per share attributable to VPG stockholders	$	0.39

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.

-11-

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


	Total		Measurement Systems
			KELK Acquisition		DSI Acquisition		DTS Acquisition		Stress-Tek Acquisition
Balance at December 31, 2021	$	45,830	$	6,706	$	16,910	$	15,903	$	6,311


Foreign currency translation adjustment	140		147		(7)				—

Balance at April 2, 2022	$	45,970	$	6,853	$	16,903	$	15,903	$	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	April 2, 2022		December 31, 2021
Assets
Operating lease right of use asset	$	26,884	$	27,764

Liabilities
Operating lease - current	$	4,553	$	4,610
Operating lease - non-current	$	23,959	$	25,140

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


	April 2, 2022
Operating leases weighted average remaining lease term (in years)	8.33 years
Operating leases weighted average discount rate	3.1	%

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


	Fiscal quarter ended
	April 2, 2022		April 3, 2021
Operating lease cost	$	1,310	$	1,181
Short-term lease cost	26		33
Sublease income	(112)		—
Total net lease cost	$	1,224	$	1,214

Right of use assets obtained in exchange for new operating lease liability during 2021 were $0.2 million. The Company paid $1.3 million and $1.2 million for its operating leases for each of the three fiscal months ended April 2, 2022 and April 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 April 2, 2022 are summarized as follows (in thousands):

-12-

Note 5 - Leases (continued)


2022 (excluding the three months ended April)	$	3,842
2023	4,670
2024	3,992
2025	3,419
2026	3,087
Thereafter	13,302
Total future minimum lease payments	$	32,312
Less: amount representing interest	(3,800)
Present value of future minimum lease payments	$	28,512

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 April 2, 2022 was 20.7% compared to 26.3% for the fiscal quarter ended April 3, 2021. The tax rate for the fiscal quarter ended April 2, 2022 is lower than the prior year period primarily due to the reduction of the valuation allowance on certain tax credits.

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):


	April 2, 2022		December 31, 2021
2020 Credit Agreement - Revolving Facility	$	61,000	$	61,000






Deferred financing costs	(264)		(286)
Total long-term debt	60,736		60,714

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	(1,983)		—		(1,983)
Amounts reclassified from accumulated other comprehensive income	191		81		272
Balance at April 2, 2022	$	(32,068)	$	(4,651)	$	(36,719)

-13-


	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	(1,800)		—		(1,800)
Amounts reclassified from accumulated other comprehensive income	—		209		209
Balance at April 3, 2021	$	(27,391)	$	(6,871)	$	(34,262)

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):


	Fiscal quarter ended April 2, 2022				Fiscal quarter ended April 3, 2021
	Pension Plans		OPEB Plans		Pension Plans		OPEB Plans
Net service cost	$	84	$	7	$	97	$	9
Interest cost	123		17		103		17
Expected return on plan assets	(123)				(97)		—
Amortization of actuarial losses	74		1		102		5
Net periodic benefit cost	$	158	$	25	$	205	$	31

Note 10 – Share-Based Compensation

The Amended and Restated Vishay Precision Group, Inc. 2010 Stock Incentive Program (as amended and restated, the “Plan”) permits the issuance of up to 1,000,000 shares of common stock. At April 2, 2022, the Company had reserved 308,645 shares of common stock for future grants of equity awards (restricted stock, unrestricted stock, restricted stock units ("RSUs"), or stock options) pursuant to the 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.

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

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Note 10 - Share-Based Compensation (continued)

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 will vest on the earlier of the 2022 Annual Stockholders Meeting or May 27, 2022, subject to the director's 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
	April 2, 2022		April 3, 2021
Restricted stock units	$	497	$	366

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 ended April 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
	April 2, 2022		April 3, 2021
Net revenues:
Sensors	$	37,750	$	31,815
Weighing Solutions	32,768		30,968
Measurement Systems	17,147		7,806
Total	$	87,665	$	70,589

Gross profit:
Sensors	$	14,286	$	12,833
Weighing Solutions	12,079		11,774
Measurement Systems	8,885		4,015
Total	$	35,250	$	28,622

Reconciliation of segment operating income to consolidated results:
Sensors	$	8,958	$	7,669
Weighing Solutions	6,214		5,817
Measurement Systems	2,211		674
Unallocated G&A expenses	(8,807)		(7,721)



Restructuring costs	(261)		—
Operating income	$	8,315	$	6,439













Restructuring costs:
Sensors	$	(203)	$	—

Measurement Systems	(58)		—

	$	(261)	$	—

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
	April 2, 2022		April 3, 2021
Sensors to Weighing Solutions	$	389	$	954

Sensors to Measurement Systems	61		8

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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
	April 2, 2022		April 3, 2021
Numerator:
Numerator for basic earnings per share:
Net earnings attributable to VPG stockholders	$	6,356	$	4,961







Denominator:
Denominator for basic earnings per share:
Weighted average shares	13,637		13,593

Effect of dilutive securities:


Restricted stock units	38		36
Dilutive potential common shares	38		36

Denominator for diluted earnings per share:
Adjusted weighted average shares	13,675		13,629

Basic earnings per share attributable to VPG stockholders	$	0.47	$	0.36

Diluted earnings per share attributable to VPG stockholders	$	0.46	$	0.36

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
	April 2, 2022		April 3, 2021
Foreign exchange gain	$	554	$	735
Interest income	64		45
Pension expense	(76)		(137)
Other	(103)		(70)
	$	439	$	573

Foreign currency exchange gains represent the impact of changes in foreign currency exchange rates. For the fiscal quarter ended April 2, 2022, the change in foreign exchange gains and losses during the period, as compared to the prior year period, is largely due to exposure to currency fluctuations with the Canadian dollar, the Israeli shekel, the Japanese yen and the British pound. Included in Other for the fiscal quarter ended April 2, 2022 is a $0.2 million loss on the liquidation of two of the Company's European subsidiaries.

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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
April 2, 2022
Assets
Assets held in rabbi trusts	$	5,980	$	124	$	5,856	$	—

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 April 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 April 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 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.

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The Company recorded $0.3 million and $0.0 million of restructuring costs during the fiscal quarter ended April 2, 2022 and April 3, 2021, respectively. Restructuring costs were comprised primarily of employee terminations costs, including severance and statutory retirement allowances, in connection with the closure of one of the Company's facilities.

The following table summarizes recent activity related to all restructuring programs. The accrued restructuring liability balance as of April 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	261

Cash payments	(78)

Balance at April 2, 2022	$	183

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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 May 10, 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

Net revenues for the fiscal quarter ended April 2, 2022 were $87.7 million versus $70.6 million for the comparable prior year period. Net earnings attributable to VPG stockholders for the fiscal quarter ended April 2, 2022 were $6.4 million, or $0.46 per diluted share, versus $5.0 million, or $0.36 per diluted share, for the comparable prior year period.

The results of operations for the fiscal quarter ended April 2, 2022 and April 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	April 2, 2022			April 3, 2021			April 2, 2022			April 3, 2021			April 2, 2022		April 3, 2021		April 2, 2022		April 3, 2021
As reported - GAAP	$	35,250		$	28,622		$	8,315		$	6,439		$	6,356	$	4,961	$	0.46	$	0.36
As reported - GAAP Margins	40.2		%	40.5		%	9.5		%	9.1		%
Acquisition purchase accounting adjustments (a)	371			11			371			11			371		11		0.03		—

COVID-19 impact (b)	138			(151)			138			(443)			138		(443)		0.01		(0.03)
Start-up costs (c)	150			129			150			129			150		129		0.01		0.01

Restructuring costs				—			261			—			261		—		0.02		—
Foreign exchange (gain)/loss (d)				—						—			(554)		(735)		(0.04)		(0.05)
Less: Tax effect of reconciling items and discrete tax items				—						—			76		(233)		—		(0.02)
As Adjusted - Non GAAP	$	35,909		$	28,611		$	9,235		$	6,136		$	6,646	$	4,156	$	0.49	$	0.31
As Adjusted - Non GAAP Margins	41.0		%	40.5		%	10.5		%	8.7		%


	Three months ended
	April 2, 2022			April 3, 2021
Net earnings attributable to VPG stockholders	$	6,356		$	4,961
Interest Expense	329			305
Income tax expense	1,741			1,764
Depreciation	2,853			2,907
Amortization	970			615
EBITDA	12,249			$	10,552
EBITDA MARGIN	14.0		%	14.9		%

Acquisition purchase accounting adjustments (a)	371			11

Restructuring costs	261			—
COVID-19 impact (b)	138			(443)
Start-up costs (c)	150			129
Foreign exchange (gain)/loss (d)	(554)			(735)
ADJUSTED EBITDA	$	12,615		$	9,514
ADJUSTED EBITDA MARGIN	14.4		%	13.5		%

(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.

(d) Impact of foreign currency exchange rates on assets and liabilities.

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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.

The quarter-to-quarter trends in these financial metrics can also be an important indicator of the likely direction of our business. The following tables show net revenues, gross profit margin, end-of-period backlog, book-to-bill ratio, and inventory turnover for our business as a whole and by segment during the five quarters beginning with the first quarter of 2021 through the first quarter of 2022 (dollars in thousands):


	1st Quarter			2nd Quarter			3rd Quarter			4th Quarter			1st Quarter
	2021			2021			2021			2021			2022
Net revenues	$	70,589		$	75,339		$	81,974		$	90,017		$	87,665

Gross profit margin	40.5		%	39.6		%	38.8		%	38.7		%	40.2		%

End-of-period backlog	$	100,700		$	130,900		$	146,700		$	150,500		$	170,600

Book-to-bill ratio	1.21			1.40			1.21			1.06			1.25

Inventory turnover	2.67			2.64			2.55			2.82			2.69

-22-


	1st Quarter			2nd Quarter			3rd Quarter			4th Quarter			1st Quarter
	2021			2021			2021			2021			2022
Sensors
Net revenues	$	31,815		$	31,176		$	30,721		$	34,149		$	37,750
Gross profit margin	40.3		%	38.9		%	31.1		%	32.1		%	37.8		%
End-of-period backlog	$	47,400		$	59,200		$	70,100		$	72,900		$	81,300
Book-to-bill ratio	1.19			1.38			1.37			1.11			1.27
Inventory turnover	3.06			2.90			3.14			3.53			3.54

Weighing Solutions
Net revenues	$	30,968		$	31,675		$	30,676		$	32,071		$	32,768
Gross profit margin	38.0		%	37.2		%	37.2		%	34.0		%	36.9		%
End-of-period backlog	$	35,700		$	41,100		$	42,600		$	41,800		$	43,600
Book-to-bill ratio	1.16			1.16			1.06			0.98			1.06
Inventory turnover	2.89			2.78			2.47			2.63			2.61

Measurement Systems
Net revenues	$	7,806		$	12,488		$	20,577		$	23,797		$	17,147
Gross profit margin	51.4		%	47.1		%	52.8		%	54.7		%	51.8		%
End-of-period backlog	$	17,600		$	30,600		$	34,000		$	35,800		$	45,700
Book-to-bill ratio	1.48			2.03			1.18			1.08			1.56
Inventory turnover	1.32			1.85			1.92			2.18			1.68

Net revenues for the first quarter of 2022 decreased 2.6% from the fourth quarter of 2021 mainly due to decreased volume in Measurement Systems reporting segments partially offset by increased volume in the Sensors reporting segment. Net revenues increased 24.2% from the first quarter of 2021 with increased volume primarily from the Sensors and Measurement Systems reporting segments. The increase in the Measurement Systems reporting segment was mainly driven by the revenues from the acquisition of DTS.

Net revenues in the Sensors reporting segment increased 10.5% compared to the fourth quarter of 2021 and increased 18.7% from the first quarter of 2021. Sequentially, the increase in revenues reflected revenue growth in our advanced sensors products in Other markets (mainly for consumer and medical applications) and in our General Industrial end markets. 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.

Net revenues in the Weighing Solutions reporting segment increased 2.2% from the fourth quarter of 2021 and increased 5.8% from the first quarter of 2021.The sequential increase in revenues was primarily attributable to higher sales of on-board weighing products in our Transportation market and an increase in our OEM customers in our Other markets mainly for precision agriculture and medical equipment, partially offset by lower sales in the Industrial weighing market for process weighing applications. The year-over-year increase in revenues was primarily attributable to increased revenue to our OEM customers in our Other markets (primarily for construction equipment) and in our Industrial weighing market.

Net revenues in the Measurement Systems reporting segment decreased 27.9% from the fourth quarter of 2021 and increased 119.7% from the first quarter of 2021. Sequentially, the decrease in revenue was primarily due to the lower revenue of Dynamic Systems, Inc. ("DSI") and KELK products to the Steel market, and lower revenues for our Diversified Technical Systems, Inc. ("DTS") and Pacific Instruments businesses. 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 Pacific Instruments and KELK businesses.

Overall gross profit margin in the first quarter of 2022 increased 1.5% as compared to the fourth quarter of 2021 and decreased 0.3% from the first quarter of 2021.

Sequentially, the increase in the gross profit margin in the Sensors and Weighing Solutions reporting segments was partially offset by a decrease in the gross profit margin in the Measurement Systems reporting segment. In the Sensors reporting

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segment, the gross profit margins increased sequentially due to higher volume and a favorable product mix, partially offset by wage increases. In the Weighing Solutions reporting segment, the sequential increase in gross profit margins was primarily due to higher volume, higher selling prices and a favorable product mix, offset by higher material costs. The sequential decrease in the gross profit margins in the Measurement Systems reporting segment was primarily due to lower revenue and unfavorable product mix.

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

The Sensors reporting segment had a lower gross profit margin due to impacts from charges related to start-up costs in our new advanced sensors facility and the impact of COVID-19 in conjunction with unfavorable foreign exchange rates, wage increases, and labor inefficiencies due to the hiring of new personnel, partially offset by higher volume. The Weighing Solutions reporting segment decrease in gross profit margin as compared to 2021 was primarily due to higher material prices, unfavorable foreign exchange rates, and wage increases, partially offset by higher volume. In the Measurement Systems reporting segment, the gross profit margin was flat as compared to the first quarter of 2021. The higher revenue coming from DTS was offset by the impact of charges related to purchase accounting adjustments from the DTS acquisition and the impact of COVID-19.

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.

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

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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, 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 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.

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Effects of Foreign Exchange Rate on Operations

For the fiscal quarter ended April 2, 2022, exchange rates decreased net revenues by $1.5 million, and decreased costs of products sold and selling, general, and administrative expenses by $0.2 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 ended April 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
	April 2, 2022		April 3, 2021
Costs of products sold	59.8	%	59.5	%
Gross profit	40.2	%	40.5	%
Selling, general, and administrative expenses	30.4	%	31.4	%
Operating income	9.5	%	9.1	%
Income before taxes	9.6	%	9.5	%
Net earnings	7.6	%	7.0	%
Net earnings attributable to VPG stockholders	7.3	%	7.0	%

Effective tax rate	20.7	%	26.3	%

Net Revenues

Net revenues were as follows (dollars in thousands):


	Fiscal quarter ended
	April 2, 2022			April 3, 2021
Net revenues	$	87,665		$	70,589
Change versus comparable prior year period	$	17,076
Percentage change versus prior year period	24.2		%

Changes in net revenues were attributable to the following:


	vs. prior year quarter
Change attributable to:
Change in volume	13.1	%
Change in average selling prices	2.0	%
Foreign currency effects	(1.8)	%
Acquisitions	10.9	%

Net change	24.2	%

During the fiscal quarter ended April 2, 2022, net revenues increased 24.2% as compared to the comparable prior year period, with increased volume primarily from the Sensors and Measurement Systems reporting segments. The increase in the Measurement Systems reporting segment was mainly driven by the revenues from the acquisition of DTS.

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Gross Profit Margin

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


	Fiscal quarter ended
	April 2, 2022		April 3, 2021
Gross profit margin	40.2	%	40.5	%

The gross profit margin for the fiscal quarter ended April 2, 2022 decreased 0.3% as compared to the comparable prior year period with lower gross profit margins in the Sensors and Weighing Solutions reporting segments and flat gross profit margins in the Measurement Systems 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
	April 2, 2022			April 3, 2021
Net revenues	$	37,750		$	31,815
Change versus comparable prior year period	$	5,935
Percentage change versus prior year period	18.7		%

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


	vs. prior year quarter
Change attributable to:
Change in volume	18.9	%
Change in average selling prices	1.9	%
Foreign currency effects	(2.1)	%


Net change	18.7	%

Net revenues increased 18.7% for the fiscal quarter ended April 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.

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


	Fiscal quarter ended
	April 2, 2022		April 3, 2021
Gross profit margin	37.8	%	40.3	%

The gross profit margin decreased 2.5% for the fiscal quarter ended April 2, 2022, when compared to the comparable prior year period due to impacts from charges related to start-up costs in our new advanced sensors facility and the impact of COVID-19 in conjunction with unfavorable foreign exchange rates, wage increases, and labor inefficiencies due to the hiring of new personnel, partially offset by higher volume.

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Weighing Solutions

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


	Fiscal quarter ended
	April 2, 2022			April 3, 2021
Net revenues	$	32,768		$	30,968
Change versus comparable prior year period	$	1,800
Percentage change versus prior year period	5.8		%

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


	vs. prior year quarter
Change attributable to:
Change in volume	5.3	%
Change in average selling prices	2.6	%
Foreign currency effects	(2.1)	%

Net change	5.8	%

Net revenues increased 5.8% for the fiscal quarter ended April 2, 2022 as compared to the comparable prior year periods. The year-over-year increase in revenues was primarily attributable to increased revenue to our OEM customers in our Other markets (primarily for construction equipment) and in our Industrial weighing market.

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


	Fiscal quarter ended
	April 2, 2022		April 3, 2021
Gross profit margin	36.9	%	38.0	%

The gross profit margin for the fiscal quarter ended April 2, 2022 decreased 1.1% as compared to the comparable prior year period was primarily due to higher material prices, unfavorable foreign exchange rates, and wage increases, partially offset by higher volume.

Measurement Systems

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


	Fiscal quarter ended
	April 2, 2022			April 3, 2021
Net revenues	$	17,147		$	7,806
Change versus comparable prior year period	$	9,341
Percentage change versus prior year period	119.7		%

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


	vs. prior year quarter
Change attributable to:
Change in volume	20.4	%
Change in average selling prices	0.0	%
Foreign currency effects	0.8	%
Acquisitions	98.5	%

Net change	119.7	%

Net revenues increased 119.7% for the fiscal quarter ended April 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 Pacific Instruments and KELK businesses.

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


	Fiscal quarter ended
	April 2, 2022		April 3, 2021
Gross profit margin	51.8	%	51.4	%

The gross profit margin for the fiscal quarter ended April 2, 2022 of 51.8% was flat compared to the first quarter of 2021. The increase in volume from DTS was offset by the impact of charges related to purchase accounting adjustments from the DTS acquisition and the impact of COVID-19.

Selling, General, and Administrative Expenses

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


	Fiscal quarter ended
	April 2, 2022			April 3, 2021
Total SG&A expenses	$	26,674		$	22,183

As a percentage of net revenues	30.4		%	31.4		%

SG&A expenses for the fiscal quarter ended April 2, 2022 increased $4.5 million compared to the comparable prior year periods, with $4.1 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 and other costs.

Restructuring Costs

Other Income (Expense)

Interest expense for the fiscal quarter ended April 2, 2022 was comparable with interest expense for the fiscal quarter ended April 3, 2021.

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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
	April 2, 2022		April 3, 2021		Change
Foreign exchange gain	$	554	$	735	$	(181)

Interest income	64		45		19
Pension expense	(76)		(137)		61
Other	(103)		(70)		(33)
	$	439	$	573	$	(134)

Foreign currency exchange gains and losses represent the impact of changes in foreign currency exchange rates. For the fiscal quarter ended April 2, 2022, the change in foreign exchange gains and losses during the period, as compared to the prior year period, is largely due to exposure to currency fluctuations with the Canadian dollar, the Israeli shekel, the Japanese yen and the British pound. Included in Other for the fiscal quarter ended April 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 April 2, 2022 was 20.7% compared to 26.3% for the fiscal quarter ended April 3, 2021 The tax rate for the fiscal quarter ended April 2, 2022 is lower than the prior year period primarily due to the reduction of the valuation allowance on certain tax credits.

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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, however, in the first quarter of 2022, our working capital needs, driven by our high backlog, impacted our cash from operation. For the three fiscal months ended April 2, 2022, cash used in operating activities was $0.3 million compared to cash provided by operations of $5.6 million in the comparable prior year period. Our net cash used in investing activities for the three fiscal months ended April 2, 2022 was lower compared to the prior year period mainly due to slightly lower capital spending. Our net cash used in financing activities for the three fiscal months ended April 2, 2022 was comparable to prior year period.

Approximately 89% and 87% of our cash and cash equivalents balance at April 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 April 2, 2022 and December 31, 2021:


	April 2, 2022		December 31, 2021
Israel	20	%	25	%
Asia	27	%	24	%
Europe	18	%	18	%
United States	11	%	13	%
United Kingdom	13	%	12	%
Canada	11	%	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 April 2, 2022. As a result, as discussed 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

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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 three fiscal months ended April 2, 2022, was $(4.6) million. We refer to the amount of cash provided by operating activities ($(0.3) million) in excess of our capital expenditures ($4.3 million) and net of proceeds from the sale of assets ($0.0 million) as “adjusted free cash flow.”

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


	April 2, 2022		December 31, 2021
Cash and cash equivalents	$	78,181	$	84,335

Third-party debt, including current and long-term:
Revolving debt	61,000		61,000
Deferred financing costs	(264)		(286)
Total third-party debt	60,736		60,714
Net cash	$	17,445	$	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 April 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 three fiscal months ended April 2, 2022 was $4.3 million compared to $5.7 million in the comparable prior year period.

As of April 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; 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 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 April 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

None.

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 April 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: May 10, 2022

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