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         June 29, 2024

☐    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number 1-34679

VISHAY PRECISION GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	27-0986328
(State or Other Jurisdiction of Incorporation)	(I.R.S. Employer Identification Number)
3 Great Valley Parkway, Suite 150
Malvern, PA, 19355	484-321-5300
(Address of Principal Executive Offices) (Zip Code)	(Registrant’s Telephone Number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ý Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files. ý Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	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 6, 2024, the registrant had 12,232,016 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

June 29, 2024

CONTENTS

		Page Number
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Condensed Balance Sheets – June 29, 2024 (Unaudited) and December 31, 2023	3
	Consolidated Condensed Statements of Operations (Unaudited) – Fiscal Quarters Ended June 29, 2024 and July 1, 2023	5
	Consolidated Condensed Statements of Operations (Unaudited) – Six Fiscal Months Ended June 29, 2024 and July 1, 2023	6
	Consolidated Condensed Statements of Comprehensive Income (Loss) (Unaudited) – Fiscal Quarters Ended June 29, 2024 and July 1, 2023	7
	Consolidated Condensed Statements of Comprehensive Income (Loss) (Unaudited) – Six Fiscal Months Ended June 29, 2024 and July 1, 2023	8
	Consolidated Condensed Statements of Cash Flows (Unaudited) –Six Fiscal Months Ended June 29, 2024 and July 1, 2023	9
	Consolidated Condensed Statements of Equity (Unaudited) – Fiscal Quarters Ended June 29, 2024 and July 1, 2023	10
	Consolidated Condensed Statements of Equity (Unaudited) – Six Fiscal Months Ended June 29, 2024 and July 1, 2023	11
	Notes to Unaudited Consolidated Condensed Financial Statements	12
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	39
Item 4.	Controls and Procedures	39
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	40
Item 1A.	Risk Factors	40
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	40
Item 3.	Defaults Upon Senior Securities	40
Item 4.	Mine Safety Disclosures	40
Item 5.	Other Information	40
Item 6.	Exhibits	41
	SIGNATURES	42

-2-

PART I - FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

VISHAY PRECISION GROUP, INC. Consolidated Condensed Balance Sheets (In thousands)
	June 29, 2024		December 31, 2023
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	84,128	$	83,965
Accounts receivable, net	49,926		56,438
Inventories:
Raw materials	35,799		33,973
Work in process	28,549		26,594
Finished goods	25,748		27,572
Inventories, net	90,096		88,139
Prepaid expenses and other current assets	17,007		14,520
Total current assets	241,157		243,062
Property and equipment:
Land	4,121		4,154
Buildings and improvements	72,406		72,952
Machinery and equipment	131,392		131,738
Software	9,945		9,619
Construction in progress	10,802		11,379
Accumulated depreciation	(141,485)		(139,206)
Property and equipment, net	87,181		90,636
Goodwill	45,491		45,734
Intangible assets, net	42,643		44,634
Operating lease right-of-use assets	26,084		26,953
Other assets	20,233		20,547
Total assets	$	462,789	$	471,566

Continues on the following page.

-3-

VISHAY PRECISION GROUP, INC. Consolidated Condensed Balance Sheets (In thousands)
	June 29, 2024		December 31, 2023
Liabilities and equity	(Unaudited)
Current liabilities:
Trade accounts payable	$	11,284	$	11,698
Payroll and related expenses	17,649		18,971
Other accrued expenses	21,541		22,427
Income taxes	3,704		4,524
Current portion of operating lease liabilities	4,089		4,004
Current portion of long-term debt	31,914		—
Total current liabilities	90,181		61,624
Long-term debt	—		31,856
Deferred income taxes	3,509		3,490
Operating lease liabilities	21,297		22,625
Other liabilities	13,888		14,770
Accrued pension and other postretirement costs	6,880		7,276
Total liabilities	135,755		141,641
Equity:
Common stock	1,336		1,330
Class B convertible common stock	103		103
Treasury stock	(23,388)		(17,460)
Capital in excess of par value	202,765		202,672
Retained earnings	192,560		182,066
Accumulated other comprehensive loss	(46,365)		(38,869)
Total Vishay Precision Group, Inc. stockholders' equity	327,011		329,842
Noncontrolling interests	23		83
Total equity	327,034		329,925
Total liabilities and equity	$	462,789	$	471,566

See accompanying notes.

-4-

VISHAY PRECISION GROUP, INC.

Consolidated Condensed Statements of Operations

(Unaudited - In thousands, except per share amounts)

	Fiscal quarter ended
	June 29, 2024		July 1, 2023
Net revenues	$	77,359	$	90,802
Costs of products sold	44,952		52,090
Gross profit	32,407		38,712
Selling, general and administrative expenses	26,501		26,755
Restructuring costs	—		162
Operating income	5,906		11,795
Other income (expense):
Interest expense	(649)		(1,079)
Other	1,701		1,019
Other income (expense)	1,052		(60)
Income before taxes	6,958		11,735
Income tax expense	2,316		3,384
Net earnings	4,642		8,351
Less: net earnings attributable to noncontrolling interests	39		115
Net earnings attributable to VPG stockholders	$	4,603	$	8,236
Basic earnings per share attributable to VPG stockholders	$	0.34	$	0.61
Diluted earnings per share attributable to VPG stockholders	$	0.34	$	0.60
Weighted average shares outstanding - basic	13,348		13,601
Weighted average shares outstanding - diluted	13,389		13,670

See accompanying notes.

-5-

VISHAY PRECISION GROUP, INC.

Consolidated Condensed Statements of Operations

(Unaudited - In thousands, except per share amounts)

	Six fiscal months ended
	June 29, 2024		July 1, 2023
Net revenues	$	158,142	$	179,666
Costs of products sold	90,641		103,755
Gross profit	67,501		75,911
Selling, general and administrative expenses	53,895		53,914
Restructuring costs	782		278
Operating income	12,824		21,719
Other income (expense):
Interest expense	(1,277)		(2,076)
Other	3,561		1,294
Other income (expense)	2,284		(782)
Income before taxes	15,108		20,937
Income tax expense	4,634		5,604
Net earnings	10,474		15,333
Less: net earnings attributable to noncontrolling interests	(20)		133
Net earnings attributable to VPG stockholders	$	10,494	$	15,200
Basic earnings per share attributable to VPG stockholders	$	0.78	$	1.12
Diluted earnings per share attributable to VPG stockholders	$	0.78	$	1.11
Weighted average shares outstanding - basic	13,376		13,593
Weighted average shares outstanding - diluted	13,428		13,661

See accompanying notes.

-6-

VISHAY PRECISION GROUP, INC.

Consolidated Condensed Statements of Comprehensive Income (Loss)

(Unaudited - In thousands)

	Fiscal quarter ended
	June 29, 2024		July 1, 2023
Net earnings	$	4,642	$	8,351
Other comprehensive loss, net of tax:
Foreign currency translation adjustment	(2,596)		(1,680)
Pension and other postretirement actuarial items	(6)		(1)
Other comprehensive loss	(2,602)		(1,681)
Comprehensive income	2,040		6,670
Less: comprehensive income attributable to noncontrolling interests	39		115
Comprehensive income attributable to VPG stockholders	$	2,001	$	6,555

See accompanying notes.

-7-

VISHAY PRECISION GROUP, INC.

Consolidated Condensed Statements of Comprehensive Income (Loss)

(Unaudited - In thousands)

	Six fiscal months ended
	June 29, 2024		July 1, 2023
Net earnings	$	10,474	$	15,333
Other comprehensive loss, net of tax:
Foreign currency translation adjustment	(7,488)		(178)
Pension and other postretirement actuarial items	(8)		2
Other comprehensive loss	(7,496)		(176)
Comprehensive income	2,978		15,157
Less: comprehensive (loss) income attributable to noncontrolling interests	(20)		133
Comprehensive income attributable to VPG stockholders	$	2,998	$	15,024

See accompanying notes.

-8-

VISHAY PRECISION GROUP, INC.

Consolidated Condensed Statements of Cash Flows

(Unaudited - In thousands)

	Six fiscal months ended
	June 29, 2024		July 1, 2023
Operating activities
Net earnings	$	10,474	$	15,333
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	7,859		7,725
Loss (gain) on sale of property and equipment	(155)		28
Share-based compensation expense	953		1,229
Inventory write-offs for obsolescence	1,163		1,049
Deferred income taxes	483		507
Foreign currency impacts and other items	(3,602)		(1,557)
Net changes in operating assets and liabilities:
Accounts receivable	4,925		(956)
Inventories	(4,155)		(5,697)
Prepaid expenses and other current assets	(2,733)		2,726
Trade accounts payable	1,081		(684)
Other current liabilities	(1,293)		(593)
Other non current assets and liabilities, net	(841)		(292)
Accrued pension and other postretirement costs, net	(289)		(606)
Net cash provided by operating activities	13,870		18,212
Investing activities
Capital expenditures	(5,178)		(6,874)
Proceeds from sale of property and equipment	347		12
Net cash used in investing activities	(4,831)		(6,862)
Financing activities
Purchase of treasury stock	(5,887)		(420)
Distributions to noncontrolling interests	(40)		(46)
Payments of employee taxes on certain share-based arrangements	(854)		(825)
Net cash used in financing activities	(6,781)		(1,291)
Effect of exchange rate changes on cash and cash equivalents	(2,095)		(100)
Increase in cash and cash equivalents	163		9,959
Cash and cash equivalents at beginning of period	83,965		88,562
Cash and cash equivalents at end of period	$	84,128	$	98,521
Supplemental disclosure of investing transactions:
Capital expenditures accrued but not yet paid	$	972	$	1,118
Supplemental disclosure of financing transactions:
Excise tax on net share repurchases accrued but not yet paid	41		—

See accompanying notes.

-9-

VISHAY PRECISION GROUP, INC.

Consolidated Condensed Statements of Equity

(Unaudited - In thousands, except share amounts)

	Fiscal quarter ended    June 29, 2024
	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 March 30, 2024	$	1,334	$	103	$	(20,230)	$	202,475	$	187,957	$	(43,763)	$	327,876	$	(8)	$	327,868
Net earnings	—		—		—		—		4,603		—		4,603		39		4,642
Other comprehensive loss	—		—		—		—		—		(2,602)		(2,602)		—		(2,602)
Share-based compensation expense	—		—		—		292		—		—		292		—		292
Restricted stock issuances (16,612 shares)	2		—		—		(2)		—		—		—		—		—
Purchase of treasury stock. (96,710 shares)	—		—		(3,132)		—		—		—		(3,132)		—		(3,132)
Excise tax on net share repurchase	—		—		(26)		—		—		—		(26)		—		(26)
Distributions to noncontrolling interests	—		—		—		—		—		—		—		(8)		(8)
Balance at June 29, 2024	$	1,336	$	103	$	(23,388)	$	202,765	$	192,560	$	(46,365)	$	327,011	$	23	$	327,034

	Fiscal quarter ended    July 1, 2023
	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 1, 2023	$	1,328	$	103	$	(11,504)	$	201,065	$	163,323	$	(39,395)	$	314,920	$	(27)	$	314,893
Net earnings	—		—		—		—		8,236		—		8,236		115		8,351
Other comprehensive loss	—		—		—		—		—		(1,681)		(1,681)		—		(1,681)
Share-based compensation expense	—		—		—		548		—		—		548		—		548
Restricted stock issuances (17,386 shares)	2		—		—		(2)		—		—		—		—		—
Purchase of treasury stock. (12,312 shares)	—		—		(420)		—		—		—		(420)		—		(420)
Distributions to noncontrolling interests	—		—		—		—		—		—		—		(26)		(26)
Balance at July 1, 2023	$	1,330	$	103	$	(11,924)	$	201,611	$	171,559	$	(41,076)	$	321,603	$	62	$	321,665

See accompanying notes.

-10-

VISHAY PRECISION GROUP, INC.

Consolidated Condensed Statements of Equity

(Unaudited - In thousands, except share amounts)

	Six Fiscal Months Ended June 29, 2024
	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, 2023	$	1,330	$	103	$	(17,460)	$	202,672	$	182,066	$	(38,869)	$	329,842	$	83	$	329,925
Net earnings	—		—		—		—		10,494		—		10,494		(20)		10,474
Other comprehensive loss	—		—		—		—		—		(7,496)		(7,496)		—		(7,496)
Share-based compensation expense	—		—		—		953		—		—		953		—		953
Restricted stock issuances (55,219 shares)	6		—		—		(860)		—		—		(854)		—		(854)
Purchase of treasury stock (181,475 shares)	—		—		(5,887)		—		—		—		(5,887)		—		(5,887)
Excise tax on net share repurchase	—		—		(41)		—		—		—		(41)		—		(41)
Distributions to noncontrolling interests	—		—		—		—		—		—		—		(40)		(40)
Balance at June 29, 2024	$	1,336	$	103	$	(23,388)	$	202,765	$	192,560	$	(46,365)	$	327,011	$	23	$	327,034

	Six Fiscal Months Ended July 1, 2023
	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, 2022	$	1,325	$	103	$	(11,504)	$	201,164	$	156,359	$	(40,900)	$	306,547	$	(25)	$	306,522
Net earnings	—		—		—		—		15,200		—		15,200		133		15,333
Other comprehensive loss	—		—		—		—		—		(176)		(176)		—		(176)
Share-based compensation expense	—		—		—		1,229		—		—		1,229		—		1,229
Restricted stock issuances (47,189 shares)	5		—		—		(782)		—		—		(777)		—		(777)
Purchase of treasury stock (12,312 shares)	—		—		(420)		—		—		—		(420)		—		(420)
Purchase of noncontrolling interest	—		—		—		—		—		—		—		—		—
Distributions to noncontrolling interests	—		—		—		—		—		—		—		(46)		(46)
Balance at July 1, 2023	$	1,330	$	103	$	(11,924)	$	201,611	$	171,559	$	(41,076)	$	321,603	$	62	$	321,665

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 leader in precision measurement and sensing technologies that help power the future by bridging the physical world with the digital one. Many of our specialized sensors, weighing solutions, and measurement systems are “designed-in” by our customers, and address growing applications across a diverse array of industries and markets. Our products are marketed under brand names that we believe are characterized as having a very high level of precision and quality, and we employ an operationally diversified structure to manage our businesses.

Interim Financial Statements

These unaudited consolidated condensed financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") for interim financial statements and therefore do not include all information and footnotes necessary for the presentation of financial position, results of operations, and cash flows required by accounting principles generally accepted in the United States for complete financial statements. The information furnished reflects all normal recurring adjustments which are, in the opinion of management, necessary for a fair summary of the financial position, results of operations, and cash flows for the interim periods presented. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto as of December 31, 2023 and 2022 and for each of the three years in the period ended December 31, 2023, included in VPG’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 29, 2024. The results of operations for the fiscal quarter ended June 29, 2024 are not necessarily indicative of the results to be expected for the full year. VPG reports interim financial information for 13-week periods beginning on a Sunday and ending on a Saturday, except for the first quarter, which always begins on January 1, and the fourth quarter, which always ends on December 31. The four fiscal quarters in 2024 and 2023 end on the following dates: 

	2024	2023
Quarter 1	March 30,	April 1,
Quarter 2	June 29,	July 1,
Quarter 3	September 28,	September 30,
Quarter 4	December 31,	December 31,

Recent Accounting Pronouncements

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

Recent accounting pronouncements not yet adopted:

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The ASU expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly reviewed by the chief operating decision maker ("CODM") and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. The ASU also allows, in addition to the measure that is most consistent with U.S. GAAP, the disclosure of additional measures of segment profit or loss that are used by the CODM in assessing segment performance and deciding how to allocate resources. The ASU is effective for the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and subsequent interim periods, with early adoption permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

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

-12-

Note 2 – Revenues (continued)

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    June 29, 2024								Fiscal quarter ended    July 1, 2023
	Sensors		Weighing Solutions		Measurement Systems		Total		Sensors		Weighing Solutions		Measurement Systems		Total
United States	$	9,984	$	11,010	$	13,009	$	34,003	$	14,555	$	13,228	$	12,872	$	40,655
Germany	7,119		2,737		618		10,474		7,473		2,636		1,134		11,243
Other Europe	1,267		10,504		117		11,888		1,389		11,438		177		13,004
Israel	5,872		87		—		5,959		4,131		50		—		4,181
Asia	4,626		3,043		1,649		9,318		8,718		3,909		1,494		14,121
Canada	—		67		5,650		5,717		—		—		7,598		7,598
Total	$	28,868	$	27,448	$	21,043	$	77,359	$	36,266	$	31,261	$	23,275	$	90,802
	Six Fiscal Months Ended June 29, 2024								Six Fiscal Months Ended July 1, 2023
	Sensors		Weighing Solutions		Measurement Systems		Total		Sensors		Weighing Solutions		Measurement Systems		Total
United States	$	19,864	$	22,337	$	24,453	$	66,654	$	27,229	$	28,107	$	23,533	$	78,869
Germany	14,657		4,988		2,900		22,545		16,961		5,470		4,271		26,702
Other Europe	2,804		22,484		260		25,548		2,723		22,430		306		25,459
Israel	10,059		164		—		10,223		8,094		126		—		8,220
Asia	10,899		6,218		5,095		22,212		17,985		6,987		3,547		28,519
Canada	—		101		10,859		10,960		—		—		11,897		11,897
Total	$	58,283	$	56,292	$	43,567	$	158,142	$	72,992	$	63,120	$	43,554	$	179,666

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

	Fiscal quarter ended				Six fiscal months ended
	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
Test & Measurement	$	13,968	$	18,705	$	29,618	$	37,369
Avionics, Military & Space	6,199		8,284		13,188		19,991
Transportation	11,813		13,031		26,183		25,503
Other Markets	17,953		18,417		33,924		37,722
Industrial Weighing	9,629		12,027		19,443		23,053
General Industrial	4,845		5,417		10,164		10,215
Steel	12,952		14,921		25,622		25,813
Total	$	77,359	$	90,802	$	158,142	$	179,666

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.

-13-

Note 2 – Revenues (continued)

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, 2023	$	2,989	$	8,712
Balance at June 29, 2024	4,442		8,347
Increase (decrease)	$	1,453	$	(365)

The amount of revenue recognized during the six fiscal months ended June 29, 2024 that was included in the contract liability balance at December 31, 2023 was $4.6 million.

Note 3 – 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, 2023	$	45,734	$	6,488	$	16,902	$	16,033	$	6,311
Foreign currency translation adjustment	$	(243)	$	(229)	$	(14)	$	—	$	—
Balance at June 29, 2024	$	45,491	$	6,259	$	16,888	$	16,033	$	6,311

Note 4 – Leases

The Company primarily leases office and manufacturing facilities in addition to vehicles, which have remaining terms ranging from less than one year to twelve years, four months

The Company has no finance leases.

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

Leases	June 29, 2024		December 31, 2023
Assets
Operating lease right of use asset	$	26,084	$	26,953
Liabilities
Operating lease - current	$	4,089	$	4,004
Operating lease - non-current	$	21,297	$	22,625

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

	June 29, 2024
Operating leases weighted average remaining lease term (in years)	7.40 years
Operating leases weighted average discount rate	5.02	%

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

-14-

Note 4 - Leases (continued)

	Fiscal quarter ended				Six Fiscal Months Ended
	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
Operating lease cost	$	1,321	$	1,247	$	2,704	$	2,491
Short-term lease cost	7		45		25		91
Sublease income	(111)		(98)		(224)		(198)
Total net lease cost	$	1,217	$	1,194	$	2,505	$	2,384

Right of use assets obtained in exchange for new operating lease liability during the six fiscal months ended June 29, 2024 were $0.2 million. The Company paid $1.3 million and $2.5 million for its operating leases for each of the six fiscal months ended June 29, 2024 and July 1, 2023, which are included in operating cash flows on the consolidated condensed statements of cash flows.

Undiscounted maturities of operating lease payments as of June 29, 2024 are summarized as follows (in thousands):

2024 (excluding the six months ended June 29, 2024)	$	2,574
2025	4,725
2026	4,029
2027	3,644
2028	3,425
Thereafter	11,859
Total future minimum lease payments	$	30,256
Less: amount representing interest	(4,870)
Present value of future minimum lease payments	$	25,386

Note 5 – Income Taxes

VPG calculates the tax provision for interim periods using an estimated annual effective tax rate methodology based on projected full-year pre-tax earnings among the taxing jurisdictions in which we operate with adjustments for discrete items. The effective tax rate was 33.3% and 28.8% for the fiscal quarter ended June 29, 2024, and July 1, 2023, respectively. The effective tax rate for the fiscal quarter ended June 29, 2024 differs from the federal statutory rate of 21% due to foreign income taxed at different tax rates and changes in our valuation allowance on deferred tax assets. The effective tax rate for the fiscal quarter ended July 1, 2023 differs from the federal statutory rate of 21% due to foreign income taxed at different tax rates and changes in our valuation allowance on deferred tax assets.

The Company and its subsidiaries are subject to income taxes imposed by the U.S., various states, and the foreign jurisdictions in which we operate. Each jurisdiction establishes rules that set forth the years which are subject to examination by its tax authorities. While the Company believes the tax positions taken on its tax returns for each jurisdiction are supportable, they may still be challenged by the jurisdiction's tax authorities. In anticipation of such challenges, the Company has established reserves for tax-related uncertainties. These liabilities are based on the Company’s best estimate of the potential tax exposures in each respective jurisdiction. It may take a number of years for a final tax liability in a jurisdiction to be determined, particularly in the event of an audit. If an uncertain matter is determined favorably, there could be a reduction in the Company’s tax expense. An unfavorable determination could increase tax expense and could require a cash payment, including interest and penalties.

Note 6 – Long-Term Debt

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

	June 29, 2024		December 31, 2023
2020 Credit Agreement - Revolving Facility	$	32,000	$	32,000
Deferred financing costs	(86)		(144)
Total long-term debt	$	31,914	$	31,856
Less: current portion	31,914		—
Long-term debt, less: current portion	$	—	$	31,856

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Note 6 - Long-Term Debt (continued)

2020 Credit Agreement

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

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

On May 5, 2023, the Company entered into Amendment No. 1 to Third Amended and Restated Credit Agreement (the “Credit Agreement Amendment”) amending the Third Amended and Restated Credit Agreement, dated March 20, 2020. The primary purpose of the changes made in the Credit Agreement Amendment were to update the interest rate provisions to replace LIBOR with SOFR for U.S. dollar denominated loans as well as update the other applicable reference borrowing rates for foreign currency loans which took effect on June 15, 2023. Interest payable on amounts borrowed under the 2020 Revolving Facility, taking into account the effect of the Credit Agreement Amendment, is based upon the following: (a) for revolving credit loans denominated in US Dollars, the SOFR rate plus applicable credit spread; and (b) for revolving credit loans denominated in foreign currencies, at other applicable local reference rates plus an interest margin. Depending upon the Company’s leverage ratio, an interest rate margin ranging from 1.50% to 2.75% per annum is added to the applicable SOFR rate to determine the interest payable on the SOFR loans. The Company is required to pay a quarterly fee of 0.25% per annum to 0.40% per annum on the unused portion of the 2020 Revolving Facility, which is determined based on the Company’s leverage ratio each quarter. Additional customary fees apply with respect to letters of credit.

Note 7 – Accumulated Other Comprehensive Income (Loss)

The components of accumulated other comprehensive income (loss), net of tax, consist of the following (in thousands):

	Foreign Currency Translation Adjustment		Pension and Other Postretirement Actuarial Items		Total
Balance at January 1, 2024	$	(39,262)	$	393	$	(38,869)
Other comprehensive income before reclassifications	(7,488)		—		(7,488)
Amounts reclassified from accumulated other comprehensive income	—		(8)		(8)
Balance at June 29, 2024	$	(46,750)	$	385	$	(46,365)

	Foreign Currency Translation Adjustment		Pension and Other Postretirement Actuarial Items		Total
Balance at January 1, 2023	$	(41,489)	$	589	$	(40,900)
Other comprehensive income before reclassifications	(178)		—		(178)
Amounts reclassified from accumulated other comprehensive income	—		2		2
Balance at July 1, 2023	$	(41,667)	$	591	$	(41,076)

Reclassifications of pension and other postretirement actuarial items out of accumulated other comprehensive income (loss) are included in the computation of net periodic benefit cost (see Note 8).

Note 8 – Pension and Other Postretirement Benefits

Employees of VPG participate in various defined benefit pension and other postretirement benefit ("OPEB") plans. The following table sets forth the components of the net periodic benefit cost for the Company's defined benefit pension and OPEB plans (in thousands):

-16-

Note 8 - Pension and Other Postretirement Benefits ( continued)

	Fiscal quarter ended    June 29, 2024				Fiscal quarter ended    July 1, 2023
	Pension Plans		OPEB Plans		Pension Plans		OPEB Plans
Net service cost	$	66	$	4	$	68	$	4
Interest cost	190		27		192		28
Expected return on plan assets	(209)		—		(214)		—
Amortization of actuarial losses (gains)	4		(3)		7		(6)
Net periodic benefit cost	$	51	$	28	$	53	$	26
	Six Fiscal Months Ended    June 29, 2024				Six Fiscal Months Ended    July 1, 2023
	Pension Plans		OPEB Plans		Pension Plans		OPEB Plans
Net service cost	$	133	$	8	$	137	$	8
Interest cost	$	381	$	54	$	382	$	56
Expected return on plan assets	$	(419)	$	—	$	(426)	$	—
Amortization of actuarial losses (gains)	$	9	$	(6)	$	15	$	(12)
Net periodic benefit cost	$	104	$	56	$	108	$	52

Note 9 – Share-Based Compensation

The Vishay Precision Group, Inc. 2022 Stock Incentive Plan (the "2022 plan") permits issuance of up to 608,000 shares of common stock. At June 29, 2024, the Company had reserved 444,824 shares of common stock for future grants of equity awards (restricted stock, unrestricted stock, restricted stock units ("RSUs"), or stock options) pursuant to the 2022 plan. If any outstanding awards are forfeited by the holder or canceled by the Company, the underlying shares would be available for re-grant to others. If shares are withheld for payment of taxes, those shares do not become available for grant under the 2022 plan.

On March 7, 2024 and in accordance with their respective employment agreements, VPG’s three executive officers were granted annual equity awards in the form of RSUs, of which 50% are performance-based. The awards have an aggregate target grant-date fair value of $1.7 million and were comprised of 49,190 RSUs. Fifty percent of these awards will vest on January 1, 2027, subject to the executives’ continued employment. The performance-based portion of the RSUs will also vest on January 1, 2027, subject to the executives' continued employment and the satisfaction of certain performance objectives relating to three-year cumulative “adjusted free cash flow” and "net earnings goals", each weighted equally.

On March 7, 2024, certain non-executive VPG employees were granted annual equity awards in the form of RSUs. Certain employees received awards, of which 75% are performance-based and certain employees received awards of which 50% are performance-based. The awards have an aggregate grant-date fair value of $0.6 million and were comprised of 16,821 RSUs. The non-performance portion of these awards (twenty-five percent for certain employees and fifty percent for certain employees) will vest on January 1, 2027, subject to the employees' continued employment. The performance-based portion of the RSUs will also vest on January 1, 2027, subject to the employees' continued employment and the satisfaction of certain performance objectives relating to three-year cumulative earnings and cash flow goals, each weighted equally.

On May 22, 2024, and in accordance with the Company's 2024 Non-Employee Director Compensation Plan, the Board of Directors approved the issuance of an aggregate of 14,826 RSUs to the independent board members of the Board of Directors. The awards have an aggregate grant-date fair value of $0.5 million and will vest on or before the 2025 Annual Stockholders Meeting in May 2025, subject to each applicable director's continued service on the Board of Directors. Vesting of equity awards is subject to acceleration under certain circumstances.

-17-

Note 9 - Share-Based Compensation (continued)

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
	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
Share-based compensation expense	$	292	$	548	$	953	$	1,229

During the second quarter of 2024, a net adjustment of $0.3 million decreasing share-based compensation expense was recorded based on the evaluation of performance objectives associated with awards granted in 2022, 2023 and 2024. It was determined that certain objectives were not likely to be fully met necessitating a reversal of certain compensation expenses associated with those awards.

Note 10 – Segment Information

VPG reports in three reporting segments: Sensors, Weighing Solutions, and Measurement Systems. The Sensors 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 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 (in thousands):

-18-

Note 10 - Segment Information (continued)

	Fiscal quarter ended				Six fiscal months ended
	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
Net revenues:
Sensors	$	28,869	$	36,266	$	58,283	$	72,992
Weighing Solutions	27,447		31,261		56,292		63,120
Measurement Systems	21,043		23,275		43,567		43,554
Total	$	77,359	$	90,802	$	158,142	$	179,666
Gross profit:
Sensors	$	11,066	$	14,549	$	21,798	$	29,693
Weighing Solutions	10,310		12,107		21,577		23,236
Measurement Systems	11,031		12,056		24,125		22,982
Total	$	32,407	$	38,712	$	67,500	$	75,911
Reconciliation of segment operating income to consolidated results:
Sensors	$	6,125	$	9,567	$	11,622	$	19,500
Weighing Solutions	4,138		6,161		8,935		11,501
Measurement Systems	3,555		4,769		9,940		8,641
Unallocated G&A expenses	(7,912)		(8,540)		(16,891)		(17,645)
Restructuring costs	—		(162)		(782)		(278)
Operating income	$	5,906	$	11,795	$	12,824	$	21,719
Restructuring costs:
Sensors	$	—	$	—	$	(542)	$	—
Weighing Solutions	—		(162)		—		(196)
Measurement Systems	—		—		—		(32)
Corporate/Other	—		—		(240)		(50)
	$	—	$	(162)	$	(782)	$	(278)

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
	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
Sensors to Weighing Solutions	$	522	$	433	$	991	$	761
Sensors to Measurement Systems	6		12		13		48

-19-

Note 11 – Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share attributable to VPG stockholders (in thousands, except earnings per share):

	Fiscal quarter ended				Six fiscal months ended
	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
Numerator:
Numerator for basic earnings per share:
Net earnings attributable to VPG stockholders	$	4,603	$	8,236	$	10,494	$	15,200
Denominator:
Denominator for basic earnings per share:
Weighted average shares	13,348		13,601		13,376		13,593
Effect of dilutive securities:
Restricted stock units	41		69		52		68
Dilutive potential common shares	41		69		52		68
Denominator for diluted earnings per share:
Adjusted weighted average shares	13,389		13,670		13,428		13,661
Basic earnings per share attributable to VPG stockholders	$	0.34	$	0.61	$	0.78	$	1.12
Diluted earnings per share attributable to VPG stockholders	$	0.34	$	0.60	$	0.78	$	1.11

Note 12 – Additional Financial Statement Information

Other Income (Expense) Other

The caption “Other” on the consolidated condensed statements of operations consists of the following (in thousands):

	Fiscal quarter ended				Six fiscal months ended
	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
Foreign currency exchange gain	$	1,287	$	793	$	2,877	$	855
Interest income	499		356		822		722
Pension expense	(10)		(71)		(20)		(145)
Other	(75)		(59)		(118)		(138)
	$	1,701	$	1,019	$	3,561	$	1,294

Foreign currency exchange gains represent the impact of changes in foreign currency exchange rates. For the fiscal quarter and six fiscal months ended June 29, 2024, the change in foreign currency exchange gains and losses during the periods, as compared to the prior year periods, is largely due to exposure to currency fluctuations with the Japanese yen, Israeli shekel and the Canadian dollar.

-20-

Note 12 – Additional Financial Statement Information ( continued)

For the fiscal quarter and six fiscal months ended July 1, 2023, the change in foreign currency exchange gains and losses during the periods, as compared to the prior year periods, is largely due to exposure to currency fluctuations with the Israeli shekel, the Canadian dollar, and the British pound.

Other Accrued Expenses

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

	June 29, 2024		December 31, 2023
Customer advance payments	$	8,347	$	8,712
Accrued restructuring	171		249
Goods received, not yet invoiced	1,902		2,837
Accrued taxes, other than income taxes	1,392		1,370
Accrued commissions	4,121		4,077
Accrued professional fees	1,954		1,343
Accrued technical warranty	767		770
Current accrued pensions and other post retirement costs	510		511
Other	2,377		2,558
	$	21,541	$	22,427

Note 13 – Fair Value Measurements

ASC Topic 820, Fair Value Measurement, establishes a valuation hierarchy of the inputs used to measure fair value. This hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3: Unobservable inputs that reflect the Company’s own assumptions.

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

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

			Fair value measurements at reporting date using:
	Total Fair Value		Level 1 Inputs		Level 2 Inputs		Level 3 Inputs
June 29, 2024
Assets
Assets held in rabbi trusts	$	6,138	$	97	$	6,041	$	—
December 31, 2023
Assets
Assets held in rabbi trusts	$	5,841	$	59	$	5,782	$	—

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

-21-

Note 13 – Fair Value Measurements (continued)

market funds at June 29, 2024 and December 31, 2023, and company-owned life insurance assets. The marketable securities held in the rabbi trusts are valued using quoted market prices on the last business day of the period. The company-owned life insurance assets are valued in consultation with the Company’s insurance brokers using the value of underlying assets of the insurance contracts. The fair value measurement of the cash equivalents held in the rabbi trust are considered a Level 1 measurement and the measurement of the company-owned life insurance assets is considered a Level 2 measurement within the fair value hierarchy.

The fair value of the long-term debt, excluding capitalized deferred financing costs, at June 29, 2024 and December 31, 2023 approximates its carrying value as the revolving debt is reset on a monthly basis based on current market rates, plus a base rate as specified in the debt agreement. The fair value of long-term debt is considered a Level 2 measurement within the fair value hierarchy. The Company’s financial instruments include cash and cash equivalents, accounts receivable, 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 14 – Restructuring Costs

Restructuring costs reflect the cost reduction programs implemented by the Company. Restructuring costs are expensed during the period in which the Company determines it will incur those costs and all requirements for accrual are met. Because these costs are recorded based upon estimates, actual expenditures for the restructuring activities may differ from the initially recorded costs. If the initial estimates are too low or too high, the Company could be required either to record additional expense in future periods or to reverse part of the previously recorded charges.

The Company recorded $0.0 million and $0.2 million of restructuring costs during the fiscal quarter ended June 29, 2024 and July 1, 2023, respectively and $0.8 million and $0.3 million of restructuring costs during the six fiscal months ended June 29, 2024 and July 1, 2023, respectively. Restructuring costs were comprised primarily of employee termination costs, including severance and statutory retirement allowances, and were incurred in connection with various cost reduction programs.

The following table summarizes recent activity related to all restructuring programs. The accrued restructuring liability balance as of June 29, 2024 and December 31, 2023, respectively, is included in Other accrued expenses in the accompanying consolidated condensed balance sheets (in thousands):

Balance at December 31, 2023	$	249
Restructuring charges in 2024	782
Cash payments	(723)
Foreign currency exchange translation	(137)
Balance at June 29, 2024	$	171

Note 15 – Stockholder's Equity

On August 8, 2022, the Board of Directors (the “Board”) of the Company authorized the repurchase of up to 600,000 shares of the Company’s outstanding common stock (the “Stock Repurchase Plan”). The Stock Repurchase Plan was originally set to expire on August 11, 2023. On August 8, 2023, the Company announced that its Board of Directors extended the term of the previously approved stock repurchase plan to August 9, 2024. From August 8, 2022 to June 29, 2024, the Company had repurchased an aggregate of 455,101 shares of its common stock under the stock repurchase plan for consideration of $14.5 million.

Note 16 – Commitments and Contingencies

During the second quarter of 2024, the Israel Tax Authority has issued a Value Added Tax (VAT) assessment to the Company, in the amount of ILS 8.4 million (approximately $2.2 million), pertaining to claims of VAT between the years 2019 to 2023.

The Company believes that the liability for the assessment is not probable and intends to file an appeal against this assessment.

Given the early stage of this matter, the Company is currently unable to predict the likely outcome or estimate the potential financial impact, if any, of this matter.

-22-

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

Overview

VPG is a global leader in precision measurement and sensing technologies that help power the future by bridging the physical world with the digital one. Many of our specialized sensors, weighing solutions, and measurement systems are “designed-in” by our customers, and address growing applications across a diverse array of industries and markets. Our products are marketed under brand names that we believe are characterized as having a very high level of precision and quality, and we employ an operationally diversified structure to manage our businesses

Driven by the continued proliferation of data generated by the expanding use of sensors across a widening array of industrial and non-industrial applications, precision measurement and sensing technologies help ensure and deliver required levels of quality of mission-critical or high-value data. VPG’s products are often at the first stage of a data value chain (i.e., the process of converting the physical world into a digital format that can be used for a specific purpose) and as such impact the effectiveness of vast number of critical, high-value downstream processes. Over the past few years, we have seen a broadening of precision sensing applications in both our traditional industrial markets and new markets, due to the development of higher functionality in our customers' end products. Our precision measurement solutions are used across a wide variety of end markets upon which we focus, including industrial, test and measurement, transportation, steel, medical, agriculture, avionics, military and space, and consumer product applications. The Company has a long heritage of innovation in sensor technologies that provide accuracy, reliability and repeatability that make our customers' products safer, smarter, and more productive. As the functionality of customers' products continues to increase, and they integrate more precision measurement sensors and related systems into their solutions, we believe this will offer substantial growth opportunities for our products and expertise.

The impact of the recent Israel-Hamas war

In October 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Hamas also launched extensive rocket attacks on Israeli population and industrial centers located along Israel’s border with the Gaza Strip and in other areas within the State of Israel. These attacks resulted in extensive deaths, injuries and kidnapping of civilians and soldiers. Following the attack, Israel’s security cabinet declared war against Hamas and a military campaign against these terrorist organizations commenced in parallel to their continued rocket and terror attacks.

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

As of August 6, 2024 (date of filing), our facilities in Israel remain open and operate at normal level. The extent and duration of the current war, the possibility of further spread of the conflict to other countries in the region as well as involving other political and military entities in the Middle East, poses risks to our operations and may lead to disruptions which could adversely affect our business, prospects, financial condition and results of operations.

While sales to customers in Israel is relatively a small portion of our revenues, our operations in Israel include offices, that are the workplace for key executives including our chief executive officer, as well as two manufacturing facilities located in the central part of Israel which source approximately 25 percent of our total worldwide revenues. We have implemented a contingency plan that we believe will secure supply of materials and logistics, build safety stock of finished goods and transfer these goods to our distribution centers outside of Israel.

We continue to take measures with regards to the safety of our employees. We may, however, determine at some point in the future to temporarily discontinue production in Israel for the safety of our employees. We could also face future production slowdowns or interruptions at either manufacturing location in Israel due to personnel absences or resource constraints such as the inability to source materials for production.

-23-

Overview of Financial Results

VPG reports in three product segments: Sensors, Weighing Solutions, and Measurement Systems. The Sensors 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 segment is comprised of highly specialized systems for steel production, materials development, and safety testing.

Net revenues for the fiscal quarter ended June 29, 2024 were $77.4 million versus $90.8 million for the comparable prior year period. Net earnings attributable to VPG stockholders for the fiscal quarter ended June 29, 2024 were $4.6 million, or $0.34 per diluted share, versus $8.2 million, or $0.60 per diluted share, for the comparable prior year period.

Net revenues for the six fiscal months ended June 29, 2024 were $158.1 million versus $179.7 million for the comparable prior year period. Net earnings attributable to VPG stockholders for the six fiscal months ended June 29, 2024 were $10.5 million, or $0.78 per diluted share, versus $15.2 million, or $1.11 per diluted share, for the comparable prior year period.

The results of operations for the fiscal quarters ended June 29, 2024 and July 1, 2023 include items affecting comparability as listed in the reconciliations below. The reconciliations below include certain financial measures which are not recognized in accordance with U.S. generally accepted accounting principles ("GAAP"), including adjusted gross profits, adjusted gross profit margin, adjusted operating income, adjusted operating margin, adjusted net earnings, adjusted net earnings per diluted share, EBITDA, and adjusted EBITDA. These non-GAAP measures should not be viewed as an alternative to GAAP measures of performance. Non-GAAP measures such as adjusted gross profits, adjusted gross profit margin, adjusted operating income, adjusted operating margin, adjusted net earnings, adjusted net earnings per diluted share, EBITDA, and adjusted EBITDA do not have uniform definitions. These measures, as calculated by VPG, may not be comparable to similarly titled measures used by other companies. Management believes that these non-GAAP measures are useful to investors because each presents what management views as our core operating results for the relevant period. The adjustments to the applicable GAAP measures relate to occurrences or events that are outside of our core operations, and management believes that the use of these non-GAAP measures provides a consistent basis to evaluate our operating profitability and performance trends across comparable periods. In addition, the Company has historically provided these or similar non-GAAP measures and understands that some investors and financial analysts find this information helpful in analyzing the Company’s performance and in comparing the Company’s financial performance to that of its peer companies and competitors. Management believes that the Company’s non-GAAP measures are regarded as supplemental to its GAAP financial results.

	Gross Profit						Operating Income						Net Earnings Attributable to VPG Stockholders				Diluted Earnings Per share
Three months ended	June 29, 2024			July 1, 2023			June 29, 2024			July 1, 2023			June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
As reported - GAAP	$	32,407		$	38,712		$	5,906		$	11,795		$	4,603	$	8,236	$	0.34	$	0.60
As reported - GAAP Margins	41.9		%	42.6		%	7.6		%	13.0		%
Acquisition purchase accounting adjustments (a)	—			41			—			41			—		41		—		—
Restructuring costs	—			—			—			162			—		162		—		0.01
Foreign currency exchange gain (b)	—			—			—			—			(1,289)		(794)		(0.10)		(0.05)
Less: Tax effect of reconciling items and discrete tax items	—			—			—			—			(836)		(312)		(0.06)		(0.02)
As Adjusted - Non GAAP	$	32,407		$	38,753		$	5,906		$	11,998		$	4,150	$	7,957	$	0.31	$	0.58
As Adjusted - Non GAAP Margins	41.9		%	42.7		%	7.6		%	13.2		%

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	Gross Profit						Operating Income						Net Earnings Attributable to VPG Stockholders				Diluted Earnings Per share
Six fiscal months ended	June 29, 2024			July 1, 2023			June 29, 2024			July 1, 2023			June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
As reported - GAAP	$	67,501		$	75,911		$	12,824		$	21,719		$	10,494	$	15,200	$	0.78	$	1.11
As reported - GAAP Margins	42.7		%	42.3		%	8.1		%	12.1		%
Acquisition purchase accounting adjustments (a)	—			90			—			90			—		90		—		0.01
Restructuring costs	—			—			782			278			782		278		0.06		0.02
Severance cost							347						347				0.03
Foreign currency exchange gain (b)	—			—			—			—			(2,878)		(856)		(0.21)		(0.06)
Less: Tax effect of reconciling items and discrete tax items	—			—			—			—			(1,074)		(280)		(0.08)		(0.02)
As Adjusted - Non GAAP	$	67,501		$	76,001		$	13,953		$	22,087		$	9,819	$	14,992	$	0.73	$	1.10
As Adjusted - Non GAAP Margins	42.7		%	42.3		%	8.8		%	12.3		%

	Fiscal quarter ended						Six fiscal months ended
	June 29, 2024			July 1, 2023			June 29, 2024			July 1, 2023
Net earnings attributable to VPG stockholders	$	4,603		$	8,236		$	10,494		$	15,200
Interest Expense	649			1,079			1,277			2,076
Income tax expense	2,316			3,384			4,634			5,604
Depreciation	2,992			2,933			6,008			5,852
Amortization	924			934			1,851			1,873
EBITDA	11,484			$	16,566		24,264			$	30,605
EBITDA MARGIN	14.8		%	18.2		%	15.3		%	17.0		%
Acquisition purchase accounting adjustments (a)	—			41			—			90
Restructuring costs	—			162			782			278
Severance cost	—			—			347			—
Foreign currency exchange gain (b)	(1,289)			(794)			(2,878)			(856)
ADJUSTED EBITDA	$	10,196		$	15,975		$	22,515		$	30,117
ADJUSTED EBITDA MARGIN	13.2		%	17.6		%	14.2		%	16.8		%

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

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

Financial Metrics

We utilize several financial measures and metrics to evaluate performance and assess the future direction of our business. These key financial measures and metrics include net revenues, gross profit margin, end-of-period backlog, book-to-bill ratio, and inventory turnover.

Gross profit margin is computed as gross profit as a percentage of net revenues. Gross profit is generally net revenues less costs of products sold, but could also include certain other period costs. Gross profit margin is a function of net revenues, but also reflects our cost-cutting programs and our ability to contain fixed costs.

End-of-period backlog is one indicator of potential future sales. We include in our backlog only open orders that have been released by the customer for shipment in the next twelve months. If demand falls below customers’ forecasts, or if customers do

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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 second quarter of 2023 through the second quarter of 2024.

	2nd Quarter			3rd Quarter			4th Quarter			1st Quarter			2nd Quarter
(dollars in thousands)	2023			2023			2023			2024			2024
Net revenues	$	90,802		$	85,854		$	89,528		$	80,783		$	77,359
Gross profit margin	42.6		%	41.9		%	43.0		%	43.4		%	41.9		%
End-of-period backlog	$	139,700		$	128,800		$	117,300		$	109,603		$	104,858
Book-to-bill ratio	0.94			0.90			0.84			0.93			0.95
Inventory turnover	2.34			2.20			2.27			2.05			1.99

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	2nd Quarter			3rd Quarter			4th Quarter			1st Quarter			2nd Quarter
(dollars in thousands)	2023			2023			2023			2024			2024
Sensors
Net revenues	$	36,266		$	32,532		$	34,259		$	29,414		$	28,869
Gross profit margin	40.1		%	35.9		%	40.2		%	36.5		%	38.3		%
End-of-period backlog	$	58,900		$	52,400		$	49,000		$	45,024		$	41,627
Book-to-bill ratio	0.84			0.83			0.85			0.91			0.90
Inventory turnover	2.55			2.38			2.36			2.09			2.02
Weighing Solutions
Net revenues	$	31,261		$	28,970		$	30,438		$	28,845		$	27,447
Gross profit margin	38.7		%	38.7		%	35.6		%	39.1		%	37.6		%
End-of-period backlog	$	34,300		$	30,800		$	28,800		$	27,109		$	25,077
Book-to-bill ratio	0.97			0.89			0.91			0.95			0.93
Inventory turnover	2.41			2.18			2.46			2.31			2.20
Measurement Systems
Net revenues	$	23,275		$	24,352		$	24,831		$	22,524		$	21,043
Gross profit margin	51.8		%	53.6		%	56.0		%	58.1		%	52.4		%
End-of-period backlog	$	46,500		$	45,600		$	39,500		$	37,470		$	38,154
Book-to-bill ratio	1.06			0.98			0.73			0.94			1.04
Inventory turnover	1.94			1.94			1.87			1.62			1.65

Net revenues for the second fiscal quarter of 2024 decreased 4.2% from the first fiscal quarter of 2024 and decreased 14.8% from the second fiscal quarter of 2023 across all three reporting segments.

Net revenues in the Sensors reporting segment decreased 1.9% compared to the first fiscal quarter of 2024 and decreased 20.4% from the second fiscal quarter of 2023. Sequentially, the decrease primarily reflected lower sales of precision resistors in the Test and Measurement market, partially offset by increases in advanced sensors sales in the Other Markets mainly for consumer applications. The year-over-year decrease in Sensors reporting segment revenues was primarily attributable to lower sales of precision resistors in the Test and Measurement and Avionics, Military and Space (AMS) markets, partially offset by increases in advanced sensors sales in the Other markets, mainly for consumer applications. Sequentially, the decrease primarily reflected lower sales of precision resistors in the Test and Measurement market, partially offset by increases in advanced sensors sales in the Other markets, mainly for consumer applications.

Net revenues in the Weighing Solutions reporting segment decreased 4.8% from the first fiscal quarter of 2024 and decreased 12.2% from the second fiscal quarter of 2023. Sequentially, the decreases in revenues was primarily attributable to lower sales in the Transportation market. The year-over-year decrease in revenues was mainly attributable to lower sales of load cells in our Other markets, primarily for precision agriculture and medical applications, and in our Industrial Weighing market.

Net revenues in the Measurement Systems reporting segment decreased 6.6% from the first fiscal quarter of 2024 and decreased 9.6% from the second fiscal quarter of 2023. Sequentially, the decrease in revenue was primarily due to lower sales of Diversified Technical Systems Inc. ("DTS") products in the AMS and Transportation markets. The year-over-year decrease was primarily attributable to decreased revenue in the Steel and the Transportation markets.

Overall gross profit margin in the second fiscal quarter of 2024 decreased 1.5% as compared to the first fiscal quarter of 2024 and decreased 0.7% from the second fiscal quarter of 2023.

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

In the Sensors reporting segment, sequentially, the higher gross profit margin was primarily due to improved operational efficiencies.

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In the Weighing Solutions reporting segment, the sequential decrease in gross profit margin was primarily due to lower volume. The sequential decrease in the gross profit margins in the Measurement Systems reporting segment was a result of lower volume with an unfavorable product mix.

Compared to the second fiscal quarter of 2023, the Measurement Systems reporting segment had higher gross profit margins, while the Sensors and Weighing Solutions reporting segments had a lower gross profit margin.

The Sensors reporting segment had a lower gross profit margin due to lower volume partially offset by improved efficiencies and cost reduction programs .

The Weighing Solutions reporting segment had a lower gross profit margin as compared to 2023 primarily due to lower volume. In the Measurement Systems reporting segment, the gross profit margin was slightly higher as compared to the second fiscal quarter of 2023 primarily due to favorable product mix.

Optimize Core Competence

The Company’s core competencies include our innovative deep technical and applications-specific expertise to add value to our customers' products, our strong brands and customer relationships, our focus on operational excellence, our ability to select and develop our management teams, and our proven M&A strategy. We continue to optimize all aspects of our development, manufacturing and sales processes, including by increasing our technical sales efforts; continuing to innovate in product performance and design; and refining our manufacturing processes.

Our Sensors segment research group developed innovations that enhance the capability and performance of our strain gages, while simultaneously reducing their size and power consumption as part of our advanced sensors product line. We believe this unique foil technology will create new markets as customers “design in” these next generation products in existing and new applications. Our development engineering team is also responsible for creating new processes to further automate manufacturing, and improve productivity and quality. Our advanced sensors manufacturing technology also offers us the capability to produce high-quality foil strain gages in a highly automated environment, which we believe results in reduced manufacturing and lead times, improved quality and increased margins. As a sign of our commitment to these businesses, we signed a long-term lease for a state-of-the-art facility that has been constructed in Israel. We fully transitioned to this facility in the third quarter of fiscal 2021.

Our design, research, and product development teams, in partnership with our marketing teams, drive our efforts to bring innovations to market. We intend to leverage our insights into customer demand to continually develop and roll out new, innovative products within our existing lines and to modify our existing core products in ways that make them more appealing, addressing changing customer needs and industry trends in terms of form, fit, and function.

We also seek to achieve significant production cost savings through the transfer, expansion, and construction of manufacturing operations in countries such as India, Japan, and Israel, where we can benefit from improved efficiencies or available tax and other government-sponsored incentives. In the past several years, we incurred restructuring expense related to closing and downsizing of facilities as part of the manufacturing transitions of our load cell products to facilities in India and China, which marked key milestones in our ongoing strategic initiatives to align and consolidate our manufacturing footprint.

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.

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Cost Management

To be successful, we believe we must seek new strategies for controlling operating costs. Through automation in our plants, we believe we can optimize our capital and labor resources in production, inventory management, quality control, and warehousing. We are in the process of moving some manufacturing to more cost effective locations. This may enable us to become more efficient and cost competitive, and also maintain tighter controls of the operation.

Production transfers, facility consolidations, and other long-term cost-cutting measures require us to initially incur significant severance and other exit costs. We are realizing the benefits of our restructuring through lower labor costs and other operating expenses, and expect to continue reaping these benefits in future periods. However, these programs to improve our profitability also involve certain risks which could materially impact our future operating results, as further detailed in Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 29, 2024.

We are evaluating plans to further reduce our costs by consolidating additional manufacturing operations. These plans may require us to incur restructuring and severance costs in future periods. While streamlining and reducing fixed overhead, we are exercising caution so that we will not negatively impact our customer service or our ability to further develop products and processes.

Goodwill

We test the goodwill in each of our reporting units for impairment at least annually, as of the first day of our fourth quarter, and whenever events or changes in circumstances occur indicating that a possible impairment may have been incurred. Determining whether to test goodwill for impairment, and the application of goodwill impairment tests, require significant management judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value of each reporting unit. Changes in these estimates could materially affect the determination of fair value for each reporting unit. A slowdown or deferral of orders for a business, with which we have goodwill associated, could impact our valuation of that goodwill.

Foreign Currency

We are exposed to foreign currency exchange rate risks, particularly due to transactions in currencies other than the functional currencies of certain subsidiaries. U.S. GAAP requires that entities identify the “functional currency” of each of their subsidiaries and measure all elements of the financial statements in that functional currency. A subsidiary’s functional currency is the currency of the primary economic environment in which it operates. In cases where a subsidiary is relatively self-contained within a particular country, the local currency is generally deemed to be the functional currency. However, a foreign subsidiary that is a direct and integral component or extension of the parent company’s operations generally would have the parent company’s currency as its functional currency. We have subsidiaries that fall into each of these categories.

Foreign Subsidiaries which use the Local Currency as the Functional Currency

Our operations in Europe, Canada, and certain locations in Asia primarily generate and expend cash using local currencies, and accordingly, these subsidiaries utilize the local currency as their functional currency. For those subsidiaries where the local currency is the functional currency, assets and liabilities in the consolidated condensed balance sheets have been translated at 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 Currency Exchange Rate on Operations

For the fiscal quarter ended June 29, 2024, exchange rates decreased net revenues by $0.7 million, and decreased costs of products sold and selling, general, and administrative expenses by $0.7 million, when compared to the comparable prior year period.

For the six fiscal months ended June 29, 2024, exchange rates decreased net revenues by $0.9 million, and decreased costs of products sold and selling, general, and administrative expenses by $1.6 million, when compared to the comparable prior year period.

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Results of Operations

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

	Fiscal quarter ended				Six fiscal months ended
	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
Costs of products sold	58.1	%	57.4	%	57.3	%	57.7	%
Gross profit	41.9	%	42.6	%	42.7	%	42.3	%
Selling, general, and administrative expenses	34.3	%	29.5	%	34.1	%	30.0	%
Operating income	7.6	%	13.0	%	8.1	%	12.1	%
Income before taxes	9.0	%	12.9	%	9.6	%	11.7	%
Net earnings	6.0	%	9.2	%	6.6	%	8.5	%
Net earnings attributable to VPG stockholders	6.0	%	9.1	%	6.6	%	8.5	%
Effective tax rate	33.3	%	28.8	%	30.7	%	26.8	%

Net Revenues

Net revenues were as follows (dollars in thousands):

	Fiscal quarter ended					Six fiscal months ended
	June 29, 2024			July 1, 2023		June 29, 2024			July 1, 2023
Net revenues	$	77,359		$	90,802	$	158,142		$	179,666
Change versus comparable prior year period	$	(13,443)				$	(21,524)
Percentage change versus prior year period	(14.8)		%			(12.0)		%

Changes in net revenues were attributable to the following:

	vs. prior year quarter		vs. prior year- to-date
Change attributable to:
Change in volume	(14.4)	%	(11.9)	%
Change in average selling prices	0.3	%	0.5	%
Foreign currency effects	(0.7)	%	(0.6)	%
Net change	(14.8)	%	(12.0)	%

During the fiscal quarter and six fiscal months ended June 29, 2024, net revenues decreased 14.8% and 12.0%, respectively, as compared to the comparable prior year periods, due to lower volume across all three reporting segments.

Gross Profit Margin

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

	Fiscal quarter ended				Six fiscal months ended
	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
Gross profit margin	41.9	%	42.6	%	42.7	%	42.3	%

The gross profit margin for the fiscal quarter ended June 29, 2024 decreased 0.7% and for the six fiscal months ended June 29, 2024 increased 0.4% as compared to the comparable prior year periods. For the fiscal quarter period, the Measurement Systems reporting segment had higher gross profit margins, while the Sensors and Weighing Solutions reporting segments had a lower gross profit margin. For the six month period ended June 29, 2024, the Measurement Systems and Weighing Solutions reporting segments had higher gross profit margins, while the Sensors reporting segment had a lower gross profit margin.

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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
	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
Net revenues	$	28,869	$	36,266	$	58,283	$	72,992
Change versus comparable prior year period	$	(7,397)			$	(14,709)
Percentage change versus prior year period	(20.4)%				(20.2)%

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	(19.8)	%	(20.0)	%
Change in average selling prices	0.7	%	1.0	%
Foreign currency effects	(1.3)	%	(1.2)	%
Net change	(20.4)	%	(20.2)	%

The Sensors segment revenue of $28.9 million in the second fiscal quarter of 2024 decreased 20.4% from $36.3 million in the second fiscal quarter of 2023; sequentially, revenue decreased 1.9% compared to $29.4 million in the first fiscal quarter of 2024. The year-over-year decrease in revenues was primarily attributable to lower sales of precision resistors in the Test and Measurement and Avionics, Military and Space (AMS) markets, partially offset by increases in advanced sensors sales in the Other markets, mainly for consumer applications. Sequentially, the decrease primarily reflected lower sales of precision resistors in the Test and Measurement market, partially offset by increases in advanced sensors sales in the Other markets, mainly for consumer applications.Sequentially, the decrease primarily reflected lower sales of precision resistors in the Test and Measurement market, partially offset by increases in advanced sensors sales in the Other markets, mainly for consumer applications.

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

	Fiscal quarter ended				Six fiscal months ended
	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
Gross profit margin	38.3	%	40.1	%	37.4	%	40.7	%

Gross profit margin for the Sensors segment was 38.3% for the second fiscal quarter of 2024. Gross profit margin decreased compared to 40.1% in the second fiscal quarter of 2023, and increased compared to 36.5% in the first fiscal quarter of 2024. The year-over-year decrease in gross profit margin was primarily due to lower volume, partially offset by improved efficiencies and cost reduction programs. Sequentially, the higher gross profit margin was primarily due to improved efficiencies.

Weighing Solutions

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

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	Fiscal quarter ended					Six fiscal months ended
	June 29, 2024			July 1, 2023		June 29, 2024			July 1, 2023
Net revenues	$	27,447		$	31,261	$	56,292		$	63,120
Change versus comparable prior year period	$	(3,814)				$	(6,828)
Percentage change versus prior year period	(12.2)		%			(10.8)		%

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	(11.8)	%	(11.1)	%
Change in average selling prices	(0.4)	%	0.1	%
Foreign currency effects	0.0	%	0.2	%
Net change	(12.2)	%	(10.8)	%

The Weighing Solutions segment revenue of $27.4 million in the second fiscal quarter of 2024 decreased 12.2% compared to $31.3 million in the second fiscal quarter of 2023 and was 4.8% lower than $28.8 million in the first fiscal quarter of 2024. The year-over-year decline in revenues was mainly attributable to lower sales of load cells in our Other markets, primarily for precision agriculture and medical applications, and in our Industrial Weighing market. Sequentially, the decreases in revenues was primarily attributable to lower sales in 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
	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
Gross profit margin	37.6	%	38.7	%	38.3	%	36.8	%

Gross profit margin for the Weighing Solutions segment was 37.6% for the second fiscal quarter of 2024, which decreased compared to 38.7% in the second fiscal quarter of 2023, and decreased compared to 39.1% in the first fiscal quarter of 2024. The year-over-year and sequential decrease in gross profit margin were primarily due to lower volume.

Measurement Systems

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

	Fiscal quarter ended					Six fiscal months ended
	June 29, 2024			July 1, 2023		June 29, 2024			July 1, 2023
Net revenues	$	21,043		$	23,275	$	43,567		$	43,554
Change versus comparable prior year period	$	(2,232)				$	13
Percentage change versus prior year period	(9.6)		%			0.0		%

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	(9.4)	%	0.3	%
Change in average selling prices	0.5	%	0.5	%
Foreign currency effects	(0.7)	%	(0.8)	%
Net change	(9.6)	%	0.0	%

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The Measurement Systems segment revenue of $21.0 million in the second fiscal quarter of 2024 decreased 9.6% year-over-year from $23.3 million in the second fiscal quarter of 2023 and was 6.6% lower than $22.5 million in the first fiscal quarter of 2024. The year-over-year decrease was primarily attributable to decreased revenue in the Steel and the Transportation markets. Sequentially, the decrease in revenue was primarily due to lower sales of Diversified Technical Systems Inc. ("DTS") products in the AMS and Transportation markets.

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

	Fiscal quarter ended				Six fiscal months ended
	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
Gross profit margin	52.4	%	51.8	%	55.4	%	52.8	%

Gross profit margin for the Measurement Systems segment was 52.4%, compared to 51.8% (or 52.0% adjusted to exclude $41.0 thousand of purchase accounting adjustment related to the DTS and DSI acquisitions), in the second fiscal quarter of 2023, and 58.1% in the first fiscal quarter of 2024. The year-over-year adjusted gross profit margin* was slightly higher due to product mix. The sequentially lower adjusted gross profit margin reflected lower volume with an unfavorable product mix.

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
	June 29, 2024			July 1, 2023			June 29, 2024			July 1, 2023
Total SG&A expenses	$	26,501		$	26,755		$	53,895		$	53,914
As a percentage of net revenues	34.3		%	29.5		%	34.1		%	30.0		%

SG&A expenses for the fiscal quarter and six fiscal months ended June 29, 2024 decreased $0.3 million and $0.0 million, respectively, compared to the comparable prior year periods.

Restructuring Costs

Restructuring costs reflect the cost reduction programs implemented by the Company. Restructuring costs are expensed during the period in which the Company determines it will incur those costs and all requirements for accrual are met. Because these costs are recorded based upon estimates, actual expenditures for the restructuring activities may differ from the initially recorded costs. If the initial estimates are too low or too high, the Company could be required either to record additional expense in future periods or to reverse part of the previously recorded charges.

The Company recorded $0.0 million and $0.2 million of restructuring costs during the fiscal quarter ended June 29, 2024 and July 1, 2023, respectively, and $0.8 million and $0.3 million of restructuring costs during the six fiscal months ended June 29, 2024 and July 1, 2023, 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 June 29, 2024 was lower when compared with the comparable prior year periods mainly due to lower debt balance outstanding as a result of debt payments made in the second half of 2023.

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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
	June 29, 2024		July 1, 2023		Change
Foreign currency exchange gain	$	1,287	$	793	$	494
Interest income	499		356		143
Pension expense	(10)		(71)		61
Other	(75)		(59)		(16)
	$	1,701	$	1,019	$	682

	Six fiscal months ended
	June 29, 2024		July 1, 2023		Change
Foreign currency exchange gain	$	2,877	$	855	$	2,022
Interest income	822		722		100
Pension expense	(20)		(145)		125
Other	(118)		(138)		20
	$	3,561	$	1,294	$	2,267

Foreign currency exchange gains represent the impact of changes in foreign currency exchange rates. For the fiscal quarter and six fiscal months ended June 29, 2024, the change in foreign currency exchange gains and losses during the periods, as compared to the prior year periods, is largely due to exposure to currency fluctuations with the Israeli shekel, the Japanese Yen, the Canadian dollar and the British pound.

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 June 29, 2024 was 33.3% compared to 28.8% for the fiscal quarter ended July 1, 2023. The effective tax rate for the fiscal quarter ended June 29, 2024 was higher than the prior year period primarily due to changes in the mix of worldwide income and an increase in our valuation allowance on deferred tax assets. The effective tax rate for the six fiscal months ended June 29, 2024 was 30.7% compared to 26.8% for the six fiscal months ended July 1, 2023. The effective tax rate for the six fiscal months ended June 29, 2024 was higher than the prior year period primarily due to changes in the mix of worldwide income and an increase in our valuation allowance on deferred tax assets.

The Company and its subsidiaries are subject to income taxes imposed by the U.S., various states, and the foreign jurisdictions in which we operate. Each jurisdiction establishes rules that set forth the years which are subject to examination by its tax authorities. While the Company believes the tax positions taken on its tax returns for each jurisdiction are supportable, they may still be challenged by the jurisdiction's tax authorities. In anticipation of such challenges, the Company has established reserves for tax-related uncertainties. These liabilities are based on the Company’s best estimate of the potential tax exposures in each respective jurisdiction. It may take a number of years for a final tax liability in a jurisdiction to be determined, particularly in the event of an audit. If an uncertain matter is determined favorably, there could be a reduction in the Company’s tax expense. An unfavorable determination could increase tax expense and could require a cash payment, including interest and penalties.

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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.

On May 5, 2023, the Company entered into Amendment No. 1 to Third Amended and Restated Credit Agreement (the “Credit Agreement Amendment”), by and among the Company, the lenders named therein, Citizens Bank, National Association and Wells Fargo Bank, National Association as joint lead arrangers and the Agent, as agent for such lenders. The Credit Agreement Amendment amended the 2020 Credit Agreement. The primary purpose of the changes made in the Credit Agreement Amendment were to update the interest rate provisions to replace LIBOR with SOFR for U.S. dollar denominated loans as well as update the other applicable reference borrowing rates for foreign currency loans which took effect on June 15, 2023. Interest payable on amounts borrowed under the 2020 Revolving Facility is based upon the following: (a) for revolving credit loans denominated in US Dollars, the SOFR rate plus applicable credit spread; and (b) for revolving credit loans denominated in foreign currencies, at other applicable local reference rates plus an interest margin. Depending upon the Company’s leverage ratio, an interest rate margin ranging from 1.50% to 2.75% per annum is added to the applicable SOFR rate to determine the interest payable on the SOFR loans. The Company is required to pay a quarterly fee of 0.25% per annum to 0.40% per annum on the unused portion of the 2020 Revolving Facility, which is determined based on the Company’s leverage ratio each quarter. Additional customary fees apply with respect to letters of credit.

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 June 29, 2024. 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 June 29, 2024, cash provided by operating activities was $13.9 million compared to $18.2 million in the comparable prior year period. Our net cash used in investing activities for the six fiscal months ended June 29, 2024 was lower compared to the prior year period mainly due to lower capital spending. Our net cash used in financing activities for the six fiscal months ended June 29, 2024 was significantly higher when compared with the prior year period due to the stock repurchases made during the period.

Approximately 91% and 92% of our cash and cash equivalents balance at June 29, 2024 and December 31, 2023, respectively, was held by our non-U.S. subsidiaries.

See the following table for the percentage of cash and cash equivalents, by region, at June 29, 2024 and December 31, 2023:

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	June 29, 2024		December 31, 2023
Israel	40	%	36	%
Asia	24	%	22	%
Europe	13	%	14	%
France	9	%	9	%
United States	9	%	8	%
Canada	5	%	11	%
	100	%	100	%

We earn a significant amount of our operating income outside the United States, the majority of which is deemed to be indefinitely reinvested in foreign jurisdictions. 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 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. We consider the majority of the undistributed earnings of our foreign subsidiaries, as of June 29, 2024, to be indefinitely reinvested.

Adjusted free cash flow generated during the six fiscal months ended June 29, 2024, was $9.0 million. We refer to the amount of cash provided by operating activities ($13.9 million) in excess of our capital expenditures ($5.2 million) and net of proceeds from the sale of assets ($0.8 million) as “adjusted free cash flow.”

The following table summarizes the components of net cash at June 29, 2024 and December 31, 2023 (in thousands):

	June 29, 2024		December 31, 2023
Cash and cash equivalents	$	84,128	$	83,965
Third-party debt, including current and long-term:
Revolving debt	32,000		32,000
Deferred financing costs	(86)		(144)
Total third-party debt	31,914		31,856
Net cash	$	52,214	$	52,109

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 June 29, 2024 remains strong, with a current ratio (current assets to current liabilities) of 2.7 to 1.0, as compared to a ratio of 3.9 to 1.0 at December 31, 2023.

Cash paid for property and equipment for the six fiscal months ended June 29, 2024 was $5.2 million compared to $6.9 million in the comparable prior year period.

As of June 29, 2024 and December 31, 2023, 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; potential issues respecting the United States federal government debt ceiling; 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, and health (including pandemics) instabilities; instability caused by military hostilities in the countries in which we operate (including Israel); 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, 2023. 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, 2023, filed with the SEC on February 29, 2024.

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 June 29, 2024, 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. 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, 2023, filed with the SEC on February 29, 2024. 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, 2023.

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

The following table provides information about repurchases of the Company's common stock during the three-month period ended June 29, 2024.

	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans (a)
March 31, 2024 -May 1, 2024	23,957	33.82		23,957	217,652
May 2, 2024 - June 2, 2024	33,798	$	32.54	33,798	183,854
June 3, 2024- June 29, 2024	38,955	31.46		38,955	144,899
Total	96,710			96,710	144,899
(a) On August 8, 2022, the Board of Directors (the “Board”) of the Company authorized the repurchase of up to 600,000 shares of the Company’s outstanding common stock (the “Stock Repurchase Plan”). The Stock Repurchase Plan was set to expire on August 11, 2023, and the Board authorized purchases thereunder to be made through an issuer repurchase plan adopted under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), open market purchases or private transactions, in accordance with the applicable federal securities laws, including Rule 10b-18 under the Exchange Act. On August 8, 2023, the Company announced that its Board of Directors extended the term of the previously approved stock repurchase plan to August 9, 2024. As of June 29, 2024, the Company had repurchased 455,101 shares under the Stock Repurchase Plan.

Item 3. DEFAULTS UPON SENIOR SECURITIES

None.

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

Item 5. OTHER INFORMATION

During the fiscal quarter ended June 29, 2024, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933, as amended).

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Item 6. EXHIBITS

10.1	Vishay Precision Group, Inc. 2024 Non-Employee Director Compensation Plan
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 June 29, 2024, 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 6, 2024

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EX-10.1

VISHAY PRECISION GROUP, INC.

2024 NON-EMPLOYEE DIRECTOR COMPENSATION PLAN

    1.    BACKGROUND AND PURPOSE

VISHAY PRECISION GROUP, INC., a Delaware corporation, hereby adopts the Vishay Precision Group, Inc. Non-Employee Director Compensation Plan, effective as of the date of Vishay Precision Group, Inc.’s 2024 Annual Meeting. The purpose of the Plan is to provide Non-Employee Directors of Vishay Precision Group, Inc. with compensation for services to the Company.

    2.    DEFINITIONS

          (a)    “Annual Retainer” means the amount payable for service as a Non-Employee Director as a member of the Board, and as a member of one or more Committees at the annual rates specified in Paragraph 3(a) of the Plan.

        (b)    “Annual Meeting” means the annual meeting of stockholders of the Company.

         (c)     “Board” means the Board of Directors of the Company.

         (d)     “Committee” means a duly-constituted committee of the Board.

         (e)    “Company” means Vishay Precision Group, Inc., a Delaware corporation, including any successor thereto by merger, consolidation, acquisition of all or substantially all the assets thereof, or otherwise.

         (f)    “Fair Market Value” means, for any particular date of grant, the average closing price of a Share on the New York Stock Exchange for the five consecutive trading days immediately preceding the date of grant, or, if there are no such reported sales, the average of the high bid and low asked price of the Common Stock as reported for the five consecutive trading days immediately preceding the date of grant. In the event that the Fair Market Value cannot be thus determined, it shall be determined in good faith by the Board.

         (g)    “Non-Employee Director” means an individual who is a member of the Board, and who is not an employee of the Company, including an individual who is a member of the Board and who previously was an employee of the Company.

        (h)    “Non-Executive Chair” means a Non-Employee Director who serves as the Chairman of the Board.

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         (i)    “Plan” means the Vishay Precision Group, Inc. 2024 Non-Employee Director Compensation Plan, as set forth herein, and as amended from time to time.

          (j)    “Share” means a share of Vishay Precision Group, Inc. Common Stock, par value $0.10.

          (k)     “Stock Incentive Plan” means the Vishay Precision Group, Inc. 2022 Stock Incentive Plan, as amended from time to time (or such other more recently-adopted generally applicable plan pursuant to which the Company grants restricted stock or restricted stock units).

3.    NON-EMPLOYEE DIRECTOR COMPENSATION

(a)    Non-Employee Director Compensation Package. Effective immediately as of the date of the Company’s 2024 Annual Meeting, individuals who are in service as Non-Employee Directors immediately after each Annual Meeting or who are elected to the Board between Annual Meetings shall be entitled to payments, grants and awards determined as follows:

(i)     Annual Retainer - Non-Executive Chair. The Annual Retainer for service to the Company as the Non-Executive Chair shall be $110,000, payable on or about the date of each Annual Meeting.

(ii)     Annual Retainer - Other Non-Employee Directors. The Annual Retainer for service to the Company as a Non-Employee Director other than the Non-Executive Chair shall be $50,000, payable in four quarterly installments on or about the date of each Annual Meeting and on or about the date of the following three regularly-scheduled meetings of the Board.

(iii)     Annual Retainer: Chair - Audit Committee. The Annual Retainer for service as Chair of the Audit Committee shall be $15,000, payable in four quarterly installments on or about the date of each Annual Meeting and on or about the date of the following three regularly-scheduled meetings of the Board.

(iv)    Annual Retainer: Chair - Compensation Committee. The Annual Retainer for service as Chair of the Compensation Committee shall be $10,000, payable in four quarterly installments on or about the

2

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date of each Annual Meeting and on or about the date of the following three regularly-scheduled meetings of the Board.

(v)     Annual Retainer: Chair - Nominating and Governance Committee. The Annual Retainer for service as Chair of the Nominating and Governance Committee shall be $10,000, payable in four quarterly installments on or about the date of each Annual Meeting and on or about the date of the following three regularly-scheduled meetings of the Board.

(iv)     Stock Grants.

(A) As of the date of each Annual Meeting commencing with the 2024 Annual Meeting, the Board shall grant Restricted Stock Units under the Stock Incentive Plan to each Non-Employee Director for Shares having a Fair Market Value on the date of grant of $80,000, rounded, if necessary, to the next higher whole Share.

(B) Each Restricted Stock Unit shall be fully vested on the first anniversary of the date of grant (except as otherwise provided in Section 3(b)(ii) of the Plan or Section 3(f) of the Stock Incentive Plan), provided that the Non-Employee Director continues in service as a Non-Employee Director to that date. If the Non-Employee Director fails to continue in service as a Non-Employee Director for the period from the date of grant to the first anniversary of the date of grant, all unvested Restricted Stock Units granted to such Non-Employee Director shall be forfeited; provided, however, that in the event of termination of such Non-Employee Director’s service as a result of such Non-Employee Director’s death or disability, each outstanding and unvested Restricted Stock Unit granted to such Non-Employee Director pursuant to this Section 3(a)(vi) shall immediately vest.

(C) In the event that Shares are changed into or exchanged for a different number or kind of shares of stock or other securities of the Company, whether through merger, consolidation,

3

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reorganization, recapitalization, stock dividend, stock split-up or other substitution of securities of the Company, the number and class of shares of stock subject to the grant of Restricted Stock Units under the Plan shall be adjusted consistent with the adjustment made pursuant to the Stock Incentive Plan, and such adjustment shall be effective and binding for all purposes of this Plan.

(b)     Payment Practices. Payments, grants and awards described in Paragraph 3(a) of the Plan shall be subject to the following payment practices:

(i)    Annual Retainer payments described in Paragraph 3(a)(i) shall be payable in a single annual payment, in advance (which annual payment shall be made on or as soon as practicable following the date of the Annual Meeting). Annual Retainer payments described in Paragraphs 3(a)(ii) through 3(a)(v) shall be payable in equal quarterly installments, in advance and as described in Paragraph 3(a). Such Annual Retainer payments shall be pro-rated for a partial quarter or year of service, as applicable, by a Non-Employee Director elected to the board during a quarter.

(ii)    The date of grant for stock grants described in Paragraph 3(a)(vi) shall be the date of the Annual Meeting for Non-Employee Directors who are in service immediately after the Annual Meeting and the date of election to the Board for Non-Employee Directors elected to the Board between Annual Meetings. The size of the stock grant shall be pro-rated for a partial year of service by a Non-Employee Director elected to the Board between Annual Meetings, provided that such pro-rated stock grant shall be fully vested on the date of the first Annual Meeting after the date of grant, and provided further that such Non-Employee Director continues in service as a Non-Employee Director to that date. If such Non-Employee Director fails to continue in service as a Non-Employee Director for the period from the date of grant to the date of the first Annual Meeting after the date of grant, all unvested Restricted Stock Units granted to such Non-Employee Director shall be forfeited.

4.    ADMINISTRATION OF THE PLAN

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        The Plan shall be administered by the Board. Subject to the express terms and conditions set forth in the Plan, the Board shall have the power, from time to time, to interpret the Plan’s provisions, prescribe, amend and rescind rules and regulations for the Plan, and make all other determinations necessary or advisable for the administration of the Plan. The determination of the Board in all matters as stated above shall be conclusive.

5.    AMENDMENT AND TERMINATION

        The Plan may be amended or terminated by the Board at any time. No accrued right to payment as determined under Paragraph 3 shall be affected by any such termination or amendment without the written consent of the affected Non-Employee Director.

6.    EFFECTIVE DATE

         The Plan shall be effective beginning on the date of the Annual Meeting held in 2024, and shall continue in effect until terminated by the Board.

7.    GOVERNING LAW

        The Plan and all determinations made and actions taken pursuant to the Plan shall be subject to and construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to principles of conflict of laws.

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EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Ziv Shoshani, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Vishay Precision Group, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 6, 2024

/s/ Ziv Shoshani

Ziv Shoshani

Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, William M. Clancy, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Vishay Precision Group, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 6, 2024

/s/ William M. Clancy

William M. Clancy

Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Vishay Precision Group, Inc. (the “Company”) on Form 10-Q for the fiscal quarter ended June 29, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ziv Shoshani, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Ziv Shoshani

Ziv Shoshani

Chief Executive Officer

August 6, 2024

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Vishay Precision Group, Inc. (the “Company”) on Form 10-Q for the fiscal quarter ended June 29, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, William M. Clancy, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ William M. Clancy

William M. Clancy

Chief Financial Officer

August 6, 2024

XML

Cover - shares	6 Months Ended
	Jun. 29, 2024	Aug. 06, 2024
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 29, 2024
Document Transition Report	false
Entity File Number	1-34679
Entity Registrant Name	VISHAY PRECISION GROUP, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	27-0986328
Entity Address, Address Line One	3 Great Valley Parkway, Suite 150
Entity Address, City or Town	Malvern
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19355
City Area Code	484
Local Phone Number	321-5300
Title of 12(b) Security	Common stock, $0.10 par value
Trading Symbol	VPG
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Central Index Key	0001487952
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Amendment Flag	false
Common Stock
Entity Common Stock, Shares Outstanding		12,232,016
Class B Convertible Common Stock
Entity Common Stock, Shares Outstanding		1,022,887

XML

Consolidated Condensed Balance Sheets - USD ($) $ in Thousands	Jun. 29, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 84,128	$ 83,965
Accounts receivable, net	49,926	56,438
Inventories:
Raw materials	35,799	33,973
Work in process	28,549	26,594
Finished goods	25,748	27,572
Inventories, net	90,096	88,139
Prepaid expenses and other current assets	17,007	14,520
Total current assets	241,157	243,062
Property and equipment:
Land	4,121	4,154
Buildings and improvements	72,406	72,952
Machinery and equipment	131,392	131,738
Software	9,945	9,619
Construction in progress	10,802	11,379
Accumulated depreciation	(141,485)	(139,206)
Property and equipment, net	87,181	90,636
Goodwill	45,491	45,734
Intangible assets, net	42,643	44,634
Operating lease right-of-use assets	26,084	26,953
Other assets	20,233	20,547
Total assets	462,789	471,566
Current liabilities:
Trade accounts payable	11,284	11,698
Payroll and related expenses	17,649	18,971
Other accrued expenses	21,541	22,427
Income taxes	3,704	4,524
Current portion of operating lease liabilities	4,089	4,004
Current portion of long-term debt	31,914	0
Total current liabilities	90,181	61,624
Long-term debt	0	31,856
Deferred income taxes	3,509	3,490
Operating lease liabilities	21,297	22,625
Other liabilities	13,888	14,770
Accrued pension and other postretirement costs	6,880	7,276
Total liabilities	135,755	141,641
Equity:
Treasury stock	(23,388)	(17,460)
Capital in excess of par value	202,765	202,672
Retained earnings	192,560	182,066
Accumulated other comprehensive loss	(46,365)	(38,869)
Total Vishay Precision Group, Inc. stockholders' equity	327,011	329,842
Noncontrolling interests	23	83
Total equity	327,034	329,925
Total liabilities and equity	462,789	471,566
Common Stock
Equity:
Common stock	1,336	1,330
Class B Convertible Common Stock
Equity:
Common stock	$ 103	$ 103

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Consolidated Condensed Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 29, 2024	Jul. 01, 2023	Jun. 29, 2024	Jul. 01, 2023
Income Statement [Abstract]
Net revenues	$ 77,359	$ 90,802	$ 158,142	$ 179,666
Costs of products sold	44,952	52,090	90,641	103,755
Gross profit	32,407	38,712	67,501	75,911
Selling, general and administrative expenses	26,501	26,755	53,895	53,914
Restructuring costs	0	162	782	278
Operating income	5,906	11,795	12,824	21,719
Other income (expense):
Interest expense	(649)	(1,079)	(1,277)	(2,076)
Other	1,701	1,019	3,561	1,294
Other income (expense)	1,052	(60)	2,284	(782)
Income before taxes	6,958	11,735	15,108	20,937
Income tax expense	2,316	3,384	4,634	5,604
Net earnings	4,642	8,351	10,474	15,333
Less: net earnings attributable to noncontrolling interests	39	115	(20)	133
Net earnings attributable to VPG stockholders	$ 4,603	$ 8,236	$ 10,494	$ 15,200
Basic earnings per share attributable to VPG stockholders (dollars per share)	$ 0.34	$ 0.61	$ 0.78	$ 1.12
Diluted earnings per share attributable to VPG stockholders (dollars per share)	$ 0.34	$ 0.60	$ 0.78	$ 1.11
Weighted average shares outstanding - basic (in shares)	13,348	13,601	13,376	13,593
Weighted average shares outstanding - diluted (in shares)	13,389	13,670	13,428	13,661

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Consolidated Condensed Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 29, 2024	Jul. 01, 2023	Jun. 29, 2024	Jul. 01, 2023
Statement of Comprehensive Income [Abstract]
Net earnings	$ 4,642	$ 8,351	$ 10,474	$ 15,333
Other comprehensive loss, net of tax:
Foreign currency translation adjustment	(2,596)	(1,680)	(7,488)	(178)
Pension and other postretirement actuarial items	(6)	(1)	(8)	2
Other comprehensive loss	(2,602)	(1,681)	(7,496)	(176)
Comprehensive income	2,040	6,670	2,978	15,157
Less: comprehensive (loss) income attributable to noncontrolling interests	39	115	(20)	133
Comprehensive income attributable to VPG stockholders	$ 2,001	$ 6,555	$ 2,998	$ 15,024

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Consolidated Condensed Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 29, 2024	Jul. 01, 2023
Operating activities
Net earnings	$ 10,474	$ 15,333
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	7,859	7,725
Loss (gain) on sale of property and equipment	(155)	28
Share-based compensation expense	953	1,229
Inventory write-offs for obsolescence	1,163	1,049
Deferred income taxes	483	507
Foreign currency impacts and other items	(3,602)	(1,557)
Net changes in operating assets and liabilities:
Accounts receivable	4,925	(956)
Inventories	(4,155)	(5,697)
Prepaid expenses and other current assets	(2,733)	2,726
Trade accounts payable	1,081	(684)
Other current liabilities	(1,293)	(593)
Other non current assets and liabilities, net	(841)	(292)
Accrued pension and other postretirement costs, net	(289)	(606)
Net cash provided by operating activities	13,870	18,212
Investing activities
Capital expenditures	(5,178)	(6,874)
Proceeds from sale of property and equipment	347	12
Net cash used in investing activities	(4,831)	(6,862)
Financing activities
Purchase of treasury stock	(5,887)	(420)
Distributions to noncontrolling interests	(40)	(46)
Payments of employee taxes on certain share-based arrangements	(854)	(825)
Net cash used in financing activities	(6,781)	(1,291)
Effect of exchange rate changes on cash and cash equivalents	(2,095)	(100)
Increase in cash and cash equivalents	163	9,959
Cash and cash equivalents at beginning of period	83,965	88,562
Cash and cash equivalents at end of period	84,128	98,521
Supplemental disclosure of investing transactions:
Capital expenditures accrued but not yet paid	972	1,118
Supplemental disclosure of financing transactions:
Excise tax on net share repurchases accrued but not yet paid	$ 41	$ 0

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Consolidated Condensed Statements of Equity - USD ($) $ in Thousands	Total	Total VPG, Inc. Stockholders' Equity	Common Stock	Class B Convertible Common Stock	Treasury Stock	Capital in Excess of Par Value	Retained Earnings	Accumulated Other Comprehensive Income (Loss)	Noncontrolling Interests
Balance, beginning at Dec. 31, 2022	$ 306,522	$ 306,547	$ 1,325	$ 103	$ (11,504)	$ 201,164	$ 156,359	$ (40,900)	$ (25)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net earnings	15,333	15,200					15,200		133
Other comprehensive loss	(176)	(176)						(176)
Share-based compensation expense	1,229	1,229				1,229
Restricted stock issuances	(777)	(777)	5			(782)
Purchase of treasury stock	(420)	(420)			(420)
Purchase of noncontrolling interest	0	0				0			0
Distributions to noncontrolling interests	(46)								(46)
Balance, ending at Jul. 01, 2023	321,665	321,603	1,330	103	(11,924)	201,611	171,559	(41,076)	62
Balance, beginning at Apr. 01, 2023	314,893	314,920	1,328	103	(11,504)	201,065	163,323	(39,395)	(27)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net earnings	8,351	8,236					8,236		115
Other comprehensive loss	(1,681)	(1,681)						(1,681)
Share-based compensation expense	548	548				548
Restricted stock issuances	0	0	2			(2)
Purchase of treasury stock	(420)	(420)			(420)
Distributions to noncontrolling interests	(26)								(26)
Balance, ending at Jul. 01, 2023	321,665	321,603	1,330	103	(11,924)	201,611	171,559	(41,076)	62
Balance, beginning at Dec. 31, 2023	329,925	329,842	1,330	103	(17,460)	202,672	182,066	(38,869)	83
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net earnings	10,474	10,494					10,494		(20)
Other comprehensive loss	(7,496)	(7,496)						(7,496)
Share-based compensation expense	953	953				953
Restricted stock issuances	(854)	(854)	6			(860)
Purchase of treasury stock	(5,887)	(5,887)			(5,887)
Excise tax on net share repurchase	(41)	(41)			(41)
Distributions to noncontrolling interests	(40)								(40)
Balance, ending at Jun. 29, 2024	327,034	327,011	1,336	103	(23,388)	202,765	192,560	(46,365)	23
Balance, beginning at Mar. 30, 2024	327,868	327,876	1,334	103	(20,230)	202,475	187,957	(43,763)	(8)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net earnings	4,642	4,603					4,603		39
Other comprehensive loss	(2,602)	(2,602)						(2,602)
Share-based compensation expense	292	292				292
Restricted stock issuances	0	0	2			(2)
Purchase of treasury stock	(3,132)	(3,132)			(3,132)
Excise tax on net share repurchase	(26)	(26)			(26)
Distributions to noncontrolling interests	(8)								(8)
Balance, ending at Jun. 29, 2024	$ 327,034	$ 327,011	$ 1,336	$ 103	$ (23,388)	$ 202,765	$ 192,560	$ (46,365)	$ 23

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Consolidated Condensed Statements of Equity (Parenthetical) - shares	3 Months Ended		6 Months Ended
	Jun. 29, 2024	Jul. 01, 2023	Jun. 29, 2024	Jul. 01, 2023
Common Stock
Restricted stock issuance (shares)	16,612	17,386	55,219	47,189
Treasury Stock
Purchase of treasury stock (shares)	96,710	12,312	181,475	12,312

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Basis of Presentation

6 Months Ended

Jun. 29, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

Basis of Presentation

Background

Vishay Precision Group, Inc. (“VPG” or the “Company”) is a global leader in precision measurement and sensing technologies that help power the future by bridging the physical world with the digital one. Many of our specialized sensors, weighing solutions, and measurement systems are “designed-in” by our customers, and address growing applications across a diverse array of industries and markets. Our products are marketed under brand names that we believe are characterized as having a very high level of precision and quality, and we employ an operationally diversified structure to manage our businesses.

Interim Financial Statements

These unaudited consolidated condensed financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") for interim financial statements and therefore do not include all information and footnotes necessary for the presentation of financial position, results of operations, and cash flows required by accounting principles generally accepted in the United States for complete financial statements. The information furnished reflects all normal recurring adjustments which are, in the opinion of management, necessary for a fair summary of the financial position, results of operations, and cash flows for the interim periods presented. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto as of December 31, 2023 and 2022 and for each of the three years in the period ended December 31, 2023, included in VPG’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 29, 2024. The results of operations for the fiscal quarter ended June 29, 2024 are not necessarily indicative of the results to be expected for the full year. VPG reports interim financial information for 13-week periods beginning on a Sunday and ending on a Saturday, except for the first quarter, which always begins on January 1, and the fourth quarter, which always ends on December 31. The four fiscal quarters in 2024 and 2023 end on the following dates: 

	2024	2023
Quarter 1	March 30,	April 1,
Quarter 2	June 29,	July 1,
Quarter 3	September 28,	September 30,
Quarter 4	December 31,	December 31,

Recent Accounting Pronouncements

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

Recent accounting pronouncements not yet adopted:

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The ASU expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly reviewed by the chief operating decision maker ("CODM") and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. The ASU also allows, in addition to the measure that is most consistent with U.S. GAAP, the disclosure of additional measures of segment profit or loss that are used by the CODM in assessing segment performance and deciding how to allocate resources. The ASU is effective for the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and subsequent interim periods, with early adoption permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

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

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Revenues

6 Months Ended

Jun. 29, 2024

Revenue from Contract with Customer [Abstract]

Revenues

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    June 29, 2024								Fiscal quarter ended    July 1, 2023
	Sensors		Weighing Solutions		Measurement Systems		Total		Sensors		Weighing Solutions		Measurement Systems		Total
United States	$	9,984	$	11,010	$	13,009	$	34,003	$	14,555	$	13,228	$	12,872	$	40,655
Germany	7,119		2,737		618		10,474		7,473		2,636		1,134		11,243
Other Europe	1,267		10,504		117		11,888		1,389		11,438		177		13,004
Israel	5,872		87		—		5,959		4,131		50		—		4,181
Asia	4,626		3,043		1,649		9,318		8,718		3,909		1,494		14,121
Canada	—		67		5,650		5,717		—		—		7,598		7,598
Total	$	28,868	$	27,448	$	21,043	$	77,359	$	36,266	$	31,261	$	23,275	$	90,802
	Six Fiscal Months Ended June 29, 2024								Six Fiscal Months Ended July 1, 2023
	Sensors		Weighing Solutions		Measurement Systems		Total		Sensors		Weighing Solutions		Measurement Systems		Total
United States	$	19,864	$	22,337	$	24,453	$	66,654	$	27,229	$	28,107	$	23,533	$	78,869
Germany	14,657		4,988		2,900		22,545		16,961		5,470		4,271		26,702
Other Europe	2,804		22,484		260		25,548		2,723		22,430		306		25,459
Israel	10,059		164		—		10,223		8,094		126		—		8,220
Asia	10,899		6,218		5,095		22,212		17,985		6,987		3,547		28,519
Canada	—		101		10,859		10,960		—		—		11,897		11,897
Total	$	58,283	$	56,292	$	43,567	$	158,142	$	72,992	$	63,120	$	43,554	$	179,666

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

	Fiscal quarter ended				Six fiscal months ended
	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
Test & Measurement	$	13,968	$	18,705	$	29,618	$	37,369
Avionics, Military & Space	6,199		8,284		13,188		19,991
Transportation	11,813		13,031		26,183		25,503
Other Markets	17,953		18,417		33,924		37,722
Industrial Weighing	9,629		12,027		19,443		23,053
General Industrial	4,845		5,417		10,164		10,215
Steel	12,952		14,921		25,622		25,813
Total	$	77,359	$	90,802	$	158,142	$	179,666

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, 2023	$	2,989	$	8,712
Balance at June 29, 2024	4,442		8,347
Increase (decrease)	$	1,453	$	(365)

The amount of revenue recognized during the six fiscal months ended June 29, 2024 that was included in the contract liability balance at December 31, 2023 was $4.6 million.

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Goodwill

6 Months Ended

Jun. 29, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

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, 2023	$	45,734	$	6,488	$	16,902	$	16,033	$	6,311
Foreign currency translation adjustment	$	(243)	$	(229)	$	(14)	$	—	$	—
Balance at June 29, 2024	$	45,491	$	6,259	$	16,888	$	16,033	$	6,311

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Leases

6 Months Ended

Jun. 29, 2024

Leases [Abstract]

Leases

Leases

The Company primarily leases office and manufacturing facilities in addition to vehicles, which have remaining terms ranging from less than one year to twelve years, four months

The Company has no finance leases.

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

Leases	June 29, 2024		December 31, 2023
Assets
Operating lease right of use asset	$	26,084	$	26,953
Liabilities
Operating lease - current	$	4,089	$	4,004
Operating lease - non-current	$	21,297	$	22,625

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

	June 29, 2024
Operating leases weighted average remaining lease term (in years)	7.40 years
Operating leases weighted average discount rate	5.02	%

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

	Fiscal quarter ended				Six Fiscal Months Ended
	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
Operating lease cost	$	1,321	$	1,247	$	2,704	$	2,491
Short-term lease cost	7		45		25		91
Sublease income	(111)		(98)		(224)		(198)
Total net lease cost	$	1,217	$	1,194	$	2,505	$	2,384

Right of use assets obtained in exchange for new operating lease liability during the six fiscal months ended June 29, 2024 were $0.2 million. The Company paid $1.3 million and $2.5 million for its operating leases for each of the six fiscal months ended June 29, 2024 and July 1, 2023, which are included in operating cash flows on the consolidated condensed statements of cash flows.

Undiscounted maturities of operating lease payments as of June 29, 2024 are summarized as follows (in thousands):

2024 (excluding the six months ended June 29, 2024)	$	2,574
2025	4,725
2026	4,029
2027	3,644
2028	3,425
Thereafter	11,859
Total future minimum lease payments	$	30,256
Less: amount representing interest	(4,870)
Present value of future minimum lease payments	$	25,386

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Income Taxes

6 Months Ended

Jun. 29, 2024

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

VPG calculates the tax provision for interim periods using an estimated annual effective tax rate methodology based on projected full-year pre-tax earnings among the taxing jurisdictions in which we operate with adjustments for discrete items. The effective tax rate was 33.3% and 28.8% for the fiscal quarter ended June 29, 2024, and July 1, 2023, respectively. The effective tax rate for the fiscal quarter ended June 29, 2024 differs from the federal statutory rate of 21% due to foreign income taxed at different tax rates and changes in our valuation allowance on deferred tax assets. The effective tax rate for the fiscal quarter ended July 1, 2023 differs from the federal statutory rate of 21% due to foreign income taxed at different tax rates and changes in our valuation allowance on deferred tax assets.

The Company and its subsidiaries are subject to income taxes imposed by the U.S., various states, and the foreign jurisdictions in which we operate. Each jurisdiction establishes rules that set forth the years which are subject to examination by its tax authorities. While the Company believes the tax positions taken on its tax returns for each jurisdiction are supportable, they may still be challenged by the jurisdiction's tax authorities. In anticipation of such challenges, the Company has established reserves for tax-related uncertainties. These liabilities are based on the Company’s best estimate of the potential tax exposures in each respective jurisdiction. It may take a number of years for a final tax liability in a jurisdiction to be determined, particularly in the event of an audit. If an uncertain matter is determined favorably, there could be a reduction in the Company’s tax expense. An unfavorable determination could increase tax expense and could require a cash payment, including interest and penalties.

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Long-Term Debt

6 Months Ended

Jun. 29, 2024

Debt Disclosure [Abstract]

Long-Term Debt

Long-Term Debt

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

	June 29, 2024		December 31, 2023
2020 Credit Agreement - Revolving Facility	$	32,000	$	32,000
Deferred financing costs	(86)		(144)
Total long-term debt	$	31,914	$	31,856
Less: current portion	31,914		—
Long-term debt, less: current portion	$	—	$	31,856

2020 Credit Agreement

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

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

On May 5, 2023, the Company entered into Amendment No. 1 to Third Amended and Restated Credit Agreement (the “Credit Agreement Amendment”) amending the Third Amended and Restated Credit Agreement, dated March 20, 2020. The primary purpose of the changes made in the Credit Agreement Amendment were to update the interest rate provisions to replace LIBOR with SOFR for U.S. dollar denominated loans as well as update the other applicable reference borrowing rates for foreign currency loans which took effect on June 15, 2023. Interest payable on amounts borrowed under the 2020 Revolving Facility, taking into account the effect of the Credit Agreement Amendment, is based upon the following: (a) for revolving credit loans denominated in US Dollars, the SOFR rate plus applicable credit spread; and (b) for revolving credit loans denominated in foreign currencies, at other applicable local reference rates plus an interest margin. Depending upon the Company’s leverage ratio, an interest rate margin ranging from 1.50% to 2.75% per annum is added to the applicable SOFR rate to determine the interest payable on the SOFR loans. The Company is required to pay a quarterly fee of 0.25% per annum to 0.40% per annum on the unused portion of the 2020 Revolving Facility, which is determined based on the Company’s leverage ratio each quarter. Additional customary fees apply with respect to letters of credit.

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Accumulated Other Comprehensive Income (Loss)

6 Months Ended

Jun. 29, 2024

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Accumulated Other Comprehensive Income (Loss)

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, 2024	$	(39,262)	$	393	$	(38,869)
Other comprehensive income before reclassifications	(7,488)		—		(7,488)
Amounts reclassified from accumulated other comprehensive income	—		(8)		(8)
Balance at June 29, 2024	$	(46,750)	$	385	$	(46,365)

	Foreign Currency Translation Adjustment		Pension and Other Postretirement Actuarial Items		Total
Balance at January 1, 2023	$	(41,489)	$	589	$	(40,900)
Other comprehensive income before reclassifications	(178)		—		(178)
Amounts reclassified from accumulated other comprehensive income	—		2		2
Balance at July 1, 2023	$	(41,667)	$	591	$	(41,076)

Reclassifications of pension and other postretirement actuarial items out of accumulated other comprehensive income (loss) are included in the computation of net periodic benefit cost (see Note 8).

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Pension and Other Postretirement Benefits

6 Months Ended

Jun. 29, 2024

Retirement Benefits [Abstract]

Pension and Other Postretirement Benefits

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    June 29, 2024				Fiscal quarter ended    July 1, 2023
	Pension Plans		OPEB Plans		Pension Plans		OPEB Plans
Net service cost	$	66	$	4	$	68	$	4
Interest cost	190		27		192		28
Expected return on plan assets	(209)		—		(214)		—
Amortization of actuarial losses (gains)	4		(3)		7		(6)
Net periodic benefit cost	$	51	$	28	$	53	$	26
	Six Fiscal Months Ended    June 29, 2024				Six Fiscal Months Ended    July 1, 2023
	Pension Plans		OPEB Plans		Pension Plans		OPEB Plans
Net service cost	$	133	$	8	$	137	$	8
Interest cost	$	381	$	54	$	382	$	56
Expected return on plan assets	$	(419)	$	—	$	(426)	$	—
Amortization of actuarial losses (gains)	$	9	$	(6)	$	15	$	(12)
Net periodic benefit cost	$	104	$	56	$	108	$	52

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Share-Based Compensation

6 Months Ended

Jun. 29, 2024

Share-Based Payment Arrangement [Abstract]

Share-Based Compensation

Share-Based Compensation

The Vishay Precision Group, Inc. 2022 Stock Incentive Plan (the "2022 plan") permits issuance of up to 608,000 shares of common stock. At June 29, 2024, the Company had reserved 444,824 shares of common stock for future grants of equity awards (restricted stock, unrestricted stock, restricted stock units ("RSUs"), or stock options) pursuant to the 2022 plan. If any outstanding awards are forfeited by the holder or canceled by the Company, the underlying shares would be available for re-grant to others. If shares are withheld for payment of taxes, those shares do not become available for grant under the 2022 plan.

On March 7, 2024 and in accordance with their respective employment agreements, VPG’s three executive officers were granted annual equity awards in the form of RSUs, of which 50% are performance-based. The awards have an aggregate target grant-date fair value of $1.7 million and were comprised of 49,190 RSUs. Fifty percent of these awards will vest on January 1, 2027, subject to the executives’ continued employment. The performance-based portion of the RSUs will also vest on January 1, 2027, subject to the executives' continued employment and the satisfaction of certain performance objectives relating to three-year cumulative “adjusted free cash flow” and "net earnings goals", each weighted equally.

On March 7, 2024, certain non-executive VPG employees were granted annual equity awards in the form of RSUs. Certain employees received awards, of which 75% are performance-based and certain employees received awards of which 50% are performance-based. The awards have an aggregate grant-date fair value of $0.6 million and were comprised of 16,821 RSUs. The non-performance portion of these awards (twenty-five percent for certain employees and fifty percent for certain employees) will vest on January 1, 2027, subject to the employees' continued employment. The performance-based portion of the RSUs will also vest on January 1, 2027, subject to the employees' continued employment and the satisfaction of certain performance objectives relating to three-year cumulative earnings and cash flow goals, each weighted equally.

On May 22, 2024, and in accordance with the Company's 2024 Non-Employee Director Compensation Plan, the Board of Directors approved the issuance of an aggregate of 14,826 RSUs to the independent board members of the Board of Directors. The awards have an aggregate grant-date fair value of $0.5 million and will vest on or before the 2025 Annual Stockholders Meeting in May 2025, subject to each applicable director's continued service on the Board of Directors. Vesting of equity awards is subject to acceleration under certain circumstances.

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
	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
Share-based compensation expense	$	292	$	548	$	953	$	1,229

During the second quarter of 2024, a net adjustment of $0.3 million decreasing share-based compensation expense was recorded based on the evaluation of performance objectives associated with awards granted in 2022, 2023 and 2024. It was determined that certain objectives were not likely to be fully met necessitating a reversal of certain compensation expenses associated with those awards.

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Segment Information

6 Months Ended

Jun. 29, 2024

Segment Reporting [Abstract]

Segment Information

Segment Information

VPG reports in three reporting segments: Sensors, Weighing Solutions, and Measurement Systems. The Sensors 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 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 (in thousands):

	Fiscal quarter ended				Six fiscal months ended
	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
Net revenues:
Sensors	$	28,869	$	36,266	$	58,283	$	72,992
Weighing Solutions	27,447		31,261		56,292		63,120
Measurement Systems	21,043		23,275		43,567		43,554
Total	$	77,359	$	90,802	$	158,142	$	179,666
Gross profit:
Sensors	$	11,066	$	14,549	$	21,798	$	29,693
Weighing Solutions	10,310		12,107		21,577		23,236
Measurement Systems	11,031		12,056		24,125		22,982
Total	$	32,407	$	38,712	$	67,500	$	75,911
Reconciliation of segment operating income to consolidated results:
Sensors	$	6,125	$	9,567	$	11,622	$	19,500
Weighing Solutions	4,138		6,161		8,935		11,501
Measurement Systems	3,555		4,769		9,940		8,641
Unallocated G&A expenses	(7,912)		(8,540)		(16,891)		(17,645)
Restructuring costs	—		(162)		(782)		(278)
Operating income	$	5,906	$	11,795	$	12,824	$	21,719
Restructuring costs:
Sensors	$	—	$	—	$	(542)	$	—
Weighing Solutions	—		(162)		—		(196)
Measurement Systems	—		—		—		(32)
Corporate/Other	—		—		(240)		(50)
	$	—	$	(162)	$	(782)	$	(278)

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
	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
Sensors to Weighing Solutions	$	522	$	433	$	991	$	761
Sensors to Measurement Systems	6		12		13		48

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Earnings Per Share

6 Months Ended

Jun. 29, 2024

Earnings Per Share [Abstract]

Earnings Per Share

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
	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
Numerator:
Numerator for basic earnings per share:
Net earnings attributable to VPG stockholders	$	4,603	$	8,236	$	10,494	$	15,200
Denominator:
Denominator for basic earnings per share:
Weighted average shares	13,348		13,601		13,376		13,593
Effect of dilutive securities:
Restricted stock units	41		69		52		68
Dilutive potential common shares	41		69		52		68
Denominator for diluted earnings per share:
Adjusted weighted average shares	13,389		13,670		13,428		13,661
Basic earnings per share attributable to VPG stockholders	$	0.34	$	0.61	$	0.78	$	1.12
Diluted earnings per share attributable to VPG stockholders	$	0.34	$	0.60	$	0.78	$	1.11

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Additional Financial Statement Information

6 Months Ended

Jun. 29, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Additional Financial Statement Information

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
	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
Foreign currency exchange gain	$	1,287	$	793	$	2,877	$	855
Interest income	499		356		822		722
Pension expense	(10)		(71)		(20)		(145)
Other	(75)		(59)		(118)		(138)
	$	1,701	$	1,019	$	3,561	$	1,294

Foreign currency exchange gains represent the impact of changes in foreign currency exchange rates. For the fiscal quarter and six fiscal months ended June 29, 2024, the change in foreign currency exchange gains and losses during the periods, as compared to the prior year periods, is largely due to exposure to currency fluctuations with the Japanese yen, Israeli shekel and the Canadian dollar.

For the fiscal quarter and six fiscal months ended July 1, 2023, the change in foreign currency exchange gains and losses during the periods, as compared to the prior year periods, is largely due to exposure to currency fluctuations with the Israeli shekel, the Canadian dollar, and the British pound.

Other Accrued Expenses

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

	June 29, 2024		December 31, 2023
Customer advance payments	$	8,347	$	8,712
Accrued restructuring	171		249
Goods received, not yet invoiced	1,902		2,837
Accrued taxes, other than income taxes	1,392		1,370
Accrued commissions	4,121		4,077
Accrued professional fees	1,954		1,343
Accrued technical warranty	767		770
Current accrued pensions and other post retirement costs	510		511
Other	2,377		2,558
	$	21,541	$	22,427

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Fair Value Measurements

6 Months Ended

Jun. 29, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements

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
June 29, 2024
Assets
Assets held in rabbi trusts	$	6,138	$	97	$	6,041	$	—
December 31, 2023
Assets
Assets held in rabbi trusts	$	5,841	$	59	$	5,782	$	—

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 June 29, 2024 and December 31, 2023, and company-owned life insurance assets. The marketable securities held in the rabbi trusts are valued using quoted market prices on the last business day of the period. The company-owned life insurance assets are valued in consultation with the Company’s insurance brokers using the value of underlying assets of the insurance contracts. The fair value measurement of the cash equivalents held in the rabbi trust are considered a Level 1 measurement and the measurement of the company-owned life insurance assets is considered a Level 2 measurement within the fair value hierarchy.

The fair value of the long-term debt, excluding capitalized deferred financing costs, at June 29, 2024 and December 31, 2023 approximates its carrying value as the revolving debt is reset on a monthly basis based on current market rates, plus a base rate as specified in the debt agreement. The fair value of long-term debt is considered a Level 2 measurement within the fair value hierarchy. The Company’s financial instruments include cash and cash equivalents, accounts receivable, 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.

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Restructuring Costs

6 Months Ended

Jun. 29, 2024

Restructuring and Related Activities [Abstract]

Restructuring Costs

Restructuring Costs

Restructuring costs reflect the cost reduction programs implemented by the Company. Restructuring costs are expensed during the period in which the Company determines it will incur those costs and all requirements for accrual are met. Because these costs are recorded based upon estimates, actual expenditures for the restructuring activities may differ from the initially recorded costs. If the initial estimates are too low or too high, the Company could be required either to record additional expense in future periods or to reverse part of the previously recorded charges.

The Company recorded $0.0 million and $0.2 million of restructuring costs during the fiscal quarter ended June 29, 2024 and July 1, 2023, respectively and $0.8 million and $0.3 million of restructuring costs during the six fiscal months ended June 29, 2024 and July 1, 2023, respectively. Restructuring costs were comprised primarily of employee termination costs, including severance and statutory retirement allowances, and were incurred in connection with various cost reduction programs.

The following table summarizes recent activity related to all restructuring programs. The accrued restructuring liability balance as of June 29, 2024 and December 31, 2023, respectively, is included in Other accrued expenses in the accompanying consolidated condensed balance sheets (in thousands):

Balance at December 31, 2023	$	249
Restructuring charges in 2024	782
Cash payments	(723)
Foreign currency exchange translation	(137)
Balance at June 29, 2024	$	171

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Stockholder's Equity

6 Months Ended

Jun. 29, 2024

Equity [Abstract]

Stockholder's Equity

Stockholder's Equity

On August 8, 2022, the Board of Directors (the “Board”) of the Company authorized the repurchase of up to 600,000 shares of the Company’s outstanding common stock (the “Stock Repurchase Plan”). The Stock Repurchase Plan was originally set to expire on August 11, 2023. On August 8, 2023, the Company announced that its Board of Directors extended the term of the previously approved stock repurchase plan to August 9, 2024. From August 8, 2022 to June 29, 2024, the Company had repurchased an aggregate of 455,101 shares of its common stock under the stock repurchase plan for consideration of $14.5 million.

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Commitment and Contingencies

6 Months Ended

Jun. 29, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

During the second quarter of 2024, the Israel Tax Authority has issued a Value Added Tax (VAT) assessment to the Company, in the amount of ILS 8.4 million (approximately $2.2 million), pertaining to claims of VAT between the years 2019 to 2023.

The Company believes that the liability for the assessment is not probable and intends to file an appeal against this assessment.

Given the early stage of this matter, the Company is currently unable to predict the likely outcome or estimate the potential financial impact, if any, of this matter.

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Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 29, 2024	Jul. 01, 2023	Jun. 29, 2024	Jul. 01, 2023
Pay vs Performance Disclosure
Net earnings attributable to VPG stockholders	$ 4,603	$ 8,236	$ 10,494	$ 15,200

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Insider Trading Arrangements	3 Months Ended
	Jun. 29, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

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Basis of Presentation (Policies)

6 Months Ended

Jun. 29, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Fiscal Period

VPG reports interim financial information for 13-week periods beginning on a Sunday and ending on a Saturday, except for the first quarter, which always begins on January 1, and the fourth quarter, which always ends on December 31. The four fiscal quarters in 2024 and 2023 end on the following dates: 

	2024	2023
Quarter 1	March 30,	April 1,
Quarter 2	June 29,	July 1,
Quarter 3	September 28,	September 30,
Quarter 4	December 31,	December 31,

Recent Accounting Pronouncements

Recent Accounting Pronouncements

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

Recent accounting pronouncements not yet adopted:

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The ASU expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly reviewed by the chief operating decision maker ("CODM") and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. The ASU also allows, in addition to the measure that is most consistent with U.S. GAAP, the disclosure of additional measures of segment profit or loss that are used by the CODM in assessing segment performance and deciding how to allocate resources. The ASU is effective for the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and subsequent interim periods, with early adoption permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

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

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Basis of Presentation (Tables)

6 Months Ended

Jun. 29, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Fiscal Quarters

VPG reports interim financial information for 13-week periods beginning on a Sunday and ending on a Saturday, except for the first quarter, which always begins on January 1, and the fourth quarter, which always ends on December 31. The four fiscal quarters in 2024 and 2023 end on the following dates: 

	2024	2023
Quarter 1	March 30,	April 1,
Quarter 2	June 29,	July 1,
Quarter 3	September 28,	September 30,
Quarter 4	December 31,	December 31,

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Revenues (Tables)

6 Months Ended

Jun. 29, 2024

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue

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    June 29, 2024								Fiscal quarter ended    July 1, 2023
	Sensors		Weighing Solutions		Measurement Systems		Total		Sensors		Weighing Solutions		Measurement Systems		Total
United States	$	9,984	$	11,010	$	13,009	$	34,003	$	14,555	$	13,228	$	12,872	$	40,655
Germany	7,119		2,737		618		10,474		7,473		2,636		1,134		11,243
Other Europe	1,267		10,504		117		11,888		1,389		11,438		177		13,004
Israel	5,872		87		—		5,959		4,131		50		—		4,181
Asia	4,626		3,043		1,649		9,318		8,718		3,909		1,494		14,121
Canada	—		67		5,650		5,717		—		—		7,598		7,598
Total	$	28,868	$	27,448	$	21,043	$	77,359	$	36,266	$	31,261	$	23,275	$	90,802
	Six Fiscal Months Ended June 29, 2024								Six Fiscal Months Ended July 1, 2023
	Sensors		Weighing Solutions		Measurement Systems		Total		Sensors		Weighing Solutions		Measurement Systems		Total
United States	$	19,864	$	22,337	$	24,453	$	66,654	$	27,229	$	28,107	$	23,533	$	78,869
Germany	14,657		4,988		2,900		22,545		16,961		5,470		4,271		26,702
Other Europe	2,804		22,484		260		25,548		2,723		22,430		306		25,459
Israel	10,059		164		—		10,223		8,094		126		—		8,220
Asia	10,899		6,218		5,095		22,212		17,985		6,987		3,547		28,519
Canada	—		101		10,859		10,960		—		—		11,897		11,897
Total	$	58,283	$	56,292	$	43,567	$	158,142	$	72,992	$	63,120	$	43,554	$	179,666

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

	Fiscal quarter ended				Six fiscal months ended
	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
Test & Measurement	$	13,968	$	18,705	$	29,618	$	37,369
Avionics, Military & Space	6,199		8,284		13,188		19,991
Transportation	11,813		13,031		26,183		25,503
Other Markets	17,953		18,417		33,924		37,722
Industrial Weighing	9,629		12,027		19,443		23,053
General Industrial	4,845		5,417		10,164		10,215
Steel	12,952		14,921		25,622		25,813
Total	$	77,359	$	90,802	$	158,142	$	179,666

Schedule of Contract with Customer, Asset and Liability

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, 2023	$	2,989	$	8,712
Balance at June 29, 2024	4,442		8,347
Increase (decrease)	$	1,453	$	(365)

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Goodwill (Tables)

6 Months Ended

Jun. 29, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

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, 2023	$	45,734	$	6,488	$	16,902	$	16,033	$	6,311
Foreign currency translation adjustment	$	(243)	$	(229)	$	(14)	$	—	$	—
Balance at June 29, 2024	$	45,491	$	6,259	$	16,888	$	16,033	$	6,311

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Leases (Tables)

6 Months Ended

Jun. 29, 2024

Leases [Abstract]

Schedule of Leases Recorded on the Balance Sheet

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

Leases	June 29, 2024		December 31, 2023
Assets
Operating lease right of use asset	$	26,084	$	26,953
Liabilities
Operating lease - current	$	4,089	$	4,004
Operating lease - non-current	$	21,297	$	22,625

Schedule of Other Information Related to Lease Term and Discount Rate

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

	June 29, 2024
Operating leases weighted average remaining lease term (in years)	7.40 years
Operating leases weighted average discount rate	5.02	%

Schedule of Components of Lease Expense

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

	Fiscal quarter ended				Six Fiscal Months Ended
	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
Operating lease cost	$	1,321	$	1,247	$	2,704	$	2,491
Short-term lease cost	7		45		25		91
Sublease income	(111)		(98)		(224)		(198)
Total net lease cost	$	1,217	$	1,194	$	2,505	$	2,384

Schedule of Maturities of Operating Lease Liabilities

Undiscounted maturities of operating lease payments as of June 29, 2024 are summarized as follows (in thousands):

2024 (excluding the six months ended June 29, 2024)	$	2,574
2025	4,725
2026	4,029
2027	3,644
2028	3,425
Thereafter	11,859
Total future minimum lease payments	$	30,256
Less: amount representing interest	(4,870)
Present value of future minimum lease payments	$	25,386

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Long-Term Debt (Tables)

6 Months Ended

Jun. 29, 2024

Debt Disclosure [Abstract]

Schedule of Long-term Debt

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

	June 29, 2024		December 31, 2023
2020 Credit Agreement - Revolving Facility	$	32,000	$	32,000
Deferred financing costs	(86)		(144)
Total long-term debt	$	31,914	$	31,856
Less: current portion	31,914		—
Long-term debt, less: current portion	$	—	$	31,856

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Accumulated Other Comprehensive Income (Loss) (Tables)

6 Months Ended

Jun. 29, 2024

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Schedule of 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, 2024	$	(39,262)	$	393	$	(38,869)
Other comprehensive income before reclassifications	(7,488)		—		(7,488)
Amounts reclassified from accumulated other comprehensive income	—		(8)		(8)
Balance at June 29, 2024	$	(46,750)	$	385	$	(46,365)

	Foreign Currency Translation Adjustment		Pension and Other Postretirement Actuarial Items		Total
Balance at January 1, 2023	$	(41,489)	$	589	$	(40,900)
Other comprehensive income before reclassifications	(178)		—		(178)
Amounts reclassified from accumulated other comprehensive income	—		2		2
Balance at July 1, 2023	$	(41,667)	$	591	$	(41,076)

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Pension and Other Postretirement Benefits (Tables)

6 Months Ended

Jun. 29, 2024

Retirement Benefits [Abstract]

Schedule of Net Pension and Other Retirement Plan Costs

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    June 29, 2024				Fiscal quarter ended    July 1, 2023
	Pension Plans		OPEB Plans		Pension Plans		OPEB Plans
Net service cost	$	66	$	4	$	68	$	4
Interest cost	190		27		192		28
Expected return on plan assets	(209)		—		(214)		—
Amortization of actuarial losses (gains)	4		(3)		7		(6)
Net periodic benefit cost	$	51	$	28	$	53	$	26
	Six Fiscal Months Ended    June 29, 2024				Six Fiscal Months Ended    July 1, 2023
	Pension Plans		OPEB Plans		Pension Plans		OPEB Plans
Net service cost	$	133	$	8	$	137	$	8
Interest cost	$	381	$	54	$	382	$	56
Expected return on plan assets	$	(419)	$	—	$	(426)	$	—
Amortization of actuarial losses (gains)	$	9	$	(6)	$	15	$	(12)
Net periodic benefit cost	$	104	$	56	$	108	$	52

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Share-Based Compensation (Tables)

6 Months Ended

Jun. 29, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of Share-based Compensation Expense

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

	Fiscal quarter ended				Six fiscal months ended
	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
Share-based compensation expense	$	292	$	548	$	953	$	1,229

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Segment Information (Tables)

6 Months Ended

Jun. 29, 2024

Segment Reporting [Abstract]

Schedule of Segment Reporting

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

	Fiscal quarter ended				Six fiscal months ended
	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
Net revenues:
Sensors	$	28,869	$	36,266	$	58,283	$	72,992
Weighing Solutions	27,447		31,261		56,292		63,120
Measurement Systems	21,043		23,275		43,567		43,554
Total	$	77,359	$	90,802	$	158,142	$	179,666
Gross profit:
Sensors	$	11,066	$	14,549	$	21,798	$	29,693
Weighing Solutions	10,310		12,107		21,577		23,236
Measurement Systems	11,031		12,056		24,125		22,982
Total	$	32,407	$	38,712	$	67,500	$	75,911
Reconciliation of segment operating income to consolidated results:
Sensors	$	6,125	$	9,567	$	11,622	$	19,500
Weighing Solutions	4,138		6,161		8,935		11,501
Measurement Systems	3,555		4,769		9,940		8,641
Unallocated G&A expenses	(7,912)		(8,540)		(16,891)		(17,645)
Restructuring costs	—		(162)		(782)		(278)
Operating income	$	5,906	$	11,795	$	12,824	$	21,719
Restructuring costs:
Sensors	$	—	$	—	$	(542)	$	—
Weighing Solutions	—		(162)		—		(196)
Measurement Systems	—		—		—		(32)
Corporate/Other	—		—		(240)		(50)
	$	—	$	(162)	$	(782)	$	(278)

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
	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
Sensors to Weighing Solutions	$	522	$	433	$	991	$	761
Sensors to Measurement Systems	6		12		13		48

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Earnings Per Share (Tables)

6 Months Ended

Jun. 29, 2024

Earnings Per Share [Abstract]

Schedule of Computation of Basic and Diluted 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
	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
Numerator:
Numerator for basic earnings per share:
Net earnings attributable to VPG stockholders	$	4,603	$	8,236	$	10,494	$	15,200
Denominator:
Denominator for basic earnings per share:
Weighted average shares	13,348		13,601		13,376		13,593
Effect of dilutive securities:
Restricted stock units	41		69		52		68
Dilutive potential common shares	41		69		52		68
Denominator for diluted earnings per share:
Adjusted weighted average shares	13,389		13,670		13,428		13,661
Basic earnings per share attributable to VPG stockholders	$	0.34	$	0.61	$	0.78	$	1.12
Diluted earnings per share attributable to VPG stockholders	$	0.34	$	0.60	$	0.78	$	1.11

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Additional Financial Statement Information (Tables)

6 Months Ended

Jun. 29, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Other Income (Expense)

The caption “Other” on the consolidated condensed statements of operations consists of the following (in thousands):

	Fiscal quarter ended				Six fiscal months ended
	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
Foreign currency exchange gain	$	1,287	$	793	$	2,877	$	855
Interest income	499		356		822		722
Pension expense	(10)		(71)		(20)		(145)
Other	(75)		(59)		(118)		(138)
	$	1,701	$	1,019	$	3,561	$	1,294

Schedule of Accrued Liabilities

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

	June 29, 2024		December 31, 2023
Customer advance payments	$	8,347	$	8,712
Accrued restructuring	171		249
Goods received, not yet invoiced	1,902		2,837
Accrued taxes, other than income taxes	1,392		1,370
Accrued commissions	4,121		4,077
Accrued professional fees	1,954		1,343
Accrued technical warranty	767		770
Current accrued pensions and other post retirement costs	510		511
Other	2,377		2,558
	$	21,541	$	22,427

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Fair Value Measurements (Tables)

6 Months Ended

Jun. 29, 2024

Fair Value Disclosures [Abstract]

Schedule of Assets and Liabilities at Fair Value, Recurring

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
June 29, 2024
Assets
Assets held in rabbi trusts	$	6,138	$	97	$	6,041	$	—
December 31, 2023
Assets
Assets held in rabbi trusts	$	5,841	$	59	$	5,782	$	—

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Restructuring Costs (Tables)

6 Months Ended

Jun. 29, 2024

Restructuring and Related Activities [Abstract]

Schedule of Restructuring and Related Costs

The following table summarizes recent activity related to all restructuring programs. The accrued restructuring liability balance as of June 29, 2024 and December 31, 2023, respectively, is included in Other accrued expenses in the accompanying consolidated condensed balance sheets (in thousands):

Balance at December 31, 2023	$	249
Restructuring charges in 2024	782
Cash payments	(723)
Foreign currency exchange translation	(137)
Balance at June 29, 2024	$	171

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Revenues - Disaggregation of Revenue by Geographic Area (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 29, 2024	Jul. 01, 2023	Jun. 29, 2024	Jul. 01, 2023
Disaggregation of Revenue [Line Items]
Total revenue	$ 77,359	$ 90,802	$ 158,142	$ 179,666
Sensors
Disaggregation of Revenue [Line Items]
Total revenue	28,868	36,266	58,283	72,992
Weighing Solutions
Disaggregation of Revenue [Line Items]
Total revenue	27,448	31,261	56,292	63,120
Measurement Systems
Disaggregation of Revenue [Line Items]
Total revenue	21,043	23,275	43,567	43,554
United States
Disaggregation of Revenue [Line Items]
Total revenue	34,003	40,655	66,654	78,869
United States | Sensors
Disaggregation of Revenue [Line Items]
Total revenue	9,984	14,555	19,864	27,229
United States | Weighing Solutions
Disaggregation of Revenue [Line Items]
Total revenue	11,010	13,228	22,337	28,107
United States | Measurement Systems
Disaggregation of Revenue [Line Items]
Total revenue	13,009	12,872	24,453	23,533
Germany
Disaggregation of Revenue [Line Items]
Total revenue	10,474	11,243	22,545	26,702
Germany | Sensors
Disaggregation of Revenue [Line Items]
Total revenue	7,119	7,473	14,657	16,961
Germany | Weighing Solutions
Disaggregation of Revenue [Line Items]
Total revenue	2,737	2,636	4,988	5,470
Germany | Measurement Systems
Disaggregation of Revenue [Line Items]
Total revenue	618	1,134	2,900	4,271
Other Europe
Disaggregation of Revenue [Line Items]
Total revenue	11,888	13,004	25,548	25,459
Other Europe | Sensors
Disaggregation of Revenue [Line Items]
Total revenue	1,267	1,389	2,804	2,723
Other Europe | Weighing Solutions
Disaggregation of Revenue [Line Items]
Total revenue	10,504	11,438	22,484	22,430
Other Europe | Measurement Systems
Disaggregation of Revenue [Line Items]
Total revenue	117	177	260	306
Israel
Disaggregation of Revenue [Line Items]
Total revenue	5,959	4,181	10,223	8,220
Israel | Sensors
Disaggregation of Revenue [Line Items]
Total revenue	5,872	4,131	10,059	8,094
Israel | Weighing Solutions
Disaggregation of Revenue [Line Items]
Total revenue	87	50	164	126
Israel | Measurement Systems
Disaggregation of Revenue [Line Items]
Total revenue	0	0	0	0
Asia
Disaggregation of Revenue [Line Items]
Total revenue	9,318	14,121	22,212	28,519
Asia | Sensors
Disaggregation of Revenue [Line Items]
Total revenue	4,626	8,718	10,899	17,985
Asia | Weighing Solutions
Disaggregation of Revenue [Line Items]
Total revenue	3,043	3,909	6,218	6,987
Asia | Measurement Systems
Disaggregation of Revenue [Line Items]
Total revenue	1,649	1,494	5,095	3,547
Canada
Disaggregation of Revenue [Line Items]
Total revenue	5,717	7,598	10,960	11,897
Canada | Sensors
Disaggregation of Revenue [Line Items]
Total revenue	0	0	0	0
Canada | Weighing Solutions
Disaggregation of Revenue [Line Items]
Total revenue	67	0	101	0
Canada | Measurement Systems
Disaggregation of Revenue [Line Items]
Total revenue	$ 5,650	$ 7,598	$ 10,859	$ 11,897

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Revenues - Disaggregation of Revenue by Market Sector (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 29, 2024	Jul. 01, 2023	Jun. 29, 2024	Jul. 01, 2023
Disaggregation of Revenue [Line Items]
Total revenue	$ 77,359	$ 90,802	$ 158,142	$ 179,666
Test & Measurement
Disaggregation of Revenue [Line Items]
Total revenue	13,968	18,705	29,618	37,369
Avionics, Military & Space
Disaggregation of Revenue [Line Items]
Total revenue	6,199	8,284	13,188	19,991
Transportation
Disaggregation of Revenue [Line Items]
Total revenue	11,813	13,031	26,183	25,503
Other Markets
Disaggregation of Revenue [Line Items]
Total revenue	17,953	18,417	33,924	37,722
Industrial Weighing
Disaggregation of Revenue [Line Items]
Total revenue	9,629	12,027	19,443	23,053
General Industrial
Disaggregation of Revenue [Line Items]
Total revenue	4,845	5,417	10,164	10,215
Steel
Disaggregation of Revenue [Line Items]
Total revenue	$ 12,952	$ 14,921	$ 25,622	$ 25,813

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Revenues - Contract Assets and Liabilities (Details) $ in Thousands	6 Months Ended
	Jun. 29, 2024 USD ($)
Movement in Contract Assets and Liabilities [Roll Forward]
Contract asset, unbilled revenue, beginning balance	$ 2,989
Increase in contract asset, unbilled revenue	1,453
Contract asset, unbilled revenue, ending balance	4,442
Contract liability, accrued customer advances, beginning balance	8,712
Increase in contract liability, accrued customer advances	(365)
Contract liability, accrued customer advances, ending balance	$ 8,347

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Revenues - Narrative (Details) $ in Millions	6 Months Ended
	Jun. 29, 2024 USD ($)
Revenue from Contract with Customer [Abstract]
Contract with customer, revenue recognized	$ 4.6

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Goodwill (Details) $ in Thousands	6 Months Ended
	Jun. 29, 2024 USD ($)
Goodwill [Roll Forward]
Beginning balance	$ 45,734
Foreign currency translation adjustment	(243)
Ending balance	45,491
KELK Acquisition | Measurement Systems
Goodwill [Roll Forward]
Beginning balance	6,488
Foreign currency translation adjustment	(229)
Ending balance	6,259
DSI Acquisition | Measurement Systems
Goodwill [Roll Forward]
Beginning balance	16,902
Foreign currency translation adjustment	(14)
Ending balance	16,888
DTS Acquisition | Measurement Systems
Goodwill [Roll Forward]
Beginning balance	16,033
Foreign currency translation adjustment	0
Ending balance	16,033
Stress-Tek Acquisition | Weighing Solutions
Goodwill [Roll Forward]
Beginning balance	6,311
Foreign currency translation adjustment	0
Ending balance	$ 6,311

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Leases - Narrative (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 29, 2024	Jul. 01, 2023
Lessee, Lease, Description [Line Items]
Right-of-use asset obtained in exchange for operating lease liability	$ 0.2
Operating lease, payments	$ 1.3	$ 2.5
Minimum | Buildings and Vehicles
Lessee, Lease, Description [Line Items]
Lessee, operating lease, remaining lease term (years)	1 year
Maximum | Buildings and Vehicles
Lessee, Lease, Description [Line Items]
Lessee, operating lease, remaining lease term (years)	12 years 4 months

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Leases - Schedule of Leases Recorded on the Balance Sheet (Details) - USD ($) $ in Thousands	Jun. 29, 2024	Dec. 31, 2023
Assets
Operating lease right of use asset	$ 26,084	$ 26,953
Liabilities
Operating lease - current	4,089	4,004
Operating lease - non-current	$ 21,297	$ 22,625

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Leases - Schedule of Other Information Related to Leases (Details)	Jun. 29, 2024
Leases [Abstract]
Operating leases weighted average remaining lease term (years)	7 years 4 months 24 days
Operating leases weighted average discount rate (percent)	5.02%

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Leases - Schedule of Components of Lease Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 29, 2024	Jul. 01, 2023	Jun. 29, 2024	Jul. 01, 2023
Leases [Abstract]
Operating lease cost	$ 1,321	$ 1,247	$ 2,704	$ 2,491
Short-term lease cost	7	45	25	91
Sublease income	(111)	(98)	(224)	(198)
Total net lease cost	$ 1,217	$ 1,194	$ 2,505	$ 2,384

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Leases - Schedule of Maturities of Operating Lease Liabilities (Details) $ in Thousands	Jun. 29, 2024 USD ($)
Leases [Abstract]
2024 (excluding the six months ended June 29, 2024)	$ 2,574
2025	4,725
2026	4,029
2027	3,644
2028	3,425
Thereafter	11,859
Total future minimum lease payments	30,256
Less: amount representing interest	(4,870)
Present value of future minimum lease payments	$ 25,386

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Income Taxes (Details)	6 Months Ended
	Jun. 29, 2024	Jul. 01, 2023
Income Tax Disclosure [Abstract]
Effective tax rate (percent)	33.30%	28.80%

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Long-Term Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands	Jun. 29, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Deferred financing costs	$ (86)	$ (144)
Total long-term debt	31,914	31,856
Less: current portion	31,914	0
Long-term debt, less: current portion	0	31,856
Revolving Credit Facility | Credit Agreement 2020
Debt Instrument [Line Items]
2020 Credit Agreement - Revolving Facility	$ 32,000	$ 32,000

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Long-Term Debt - Narrative (Details) - Credit Agreement 2020	Mar. 20, 2020 USD ($)
Debt Instrument [Line Items]
Line of credit facility, accordion feature, increase limit	$ 25,000,000
Minimum
Debt Instrument [Line Items]
Basis spread on variable rate	1.50%
Fee on unused capacity (percentage)	0.25%
Maximum
Debt Instrument [Line Items]
Basis spread on variable rate	2.75%
Fee on unused capacity (percentage)	0.40%
Revolving Credit Facility
Debt Instrument [Line Items]
Aggregate principal	$ 75,000,000
Letter of Credit
Debt Instrument [Line Items]
Aggregate principal	$ 10,000,000

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Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 29, 2024	Jul. 01, 2023
Increase (Decrease) in Accumulated Other Comprehensive Income [Roll Forward]
Balance, beginning	$ 329,925	$ 306,522
Other comprehensive income before reclassifications	(7,488)	(178)
Amounts reclassified from accumulated other comprehensive income	(8)	2
Balance, ending	327,034	321,665
Total
Increase (Decrease) in Accumulated Other Comprehensive Income [Roll Forward]
Balance, beginning	(38,869)	(40,900)
Balance, ending	(46,365)	(41,076)
Foreign Currency Translation Adjustment
Increase (Decrease) in Accumulated Other Comprehensive Income [Roll Forward]
Balance, beginning	(39,262)	(41,489)
Other comprehensive income before reclassifications	(7,488)	(178)
Amounts reclassified from accumulated other comprehensive income	0	0
Balance, ending	(46,750)	(41,667)
Pension and Other Postretirement Actuarial Items
Increase (Decrease) in Accumulated Other Comprehensive Income [Roll Forward]
Balance, beginning	393	589
Other comprehensive income before reclassifications	0	0
Amounts reclassified from accumulated other comprehensive income	(8)	2
Balance, ending	$ 385	$ 591

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Pension and Other Postretirement Benefits (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 29, 2024	Jul. 01, 2023	Jun. 29, 2024	Jul. 01, 2023
Pension Plans
Defined Benefit Plan Disclosure [Line Items]
Net service cost	$ 66	$ 68	$ 133	$ 137
Interest cost	190	192	381	382
Expected return on plan assets	(209)	(214)	(419)	(426)
Amortization of actuarial losses (gains)	4	7	9	15
Net periodic benefit cost	51	53	104	108
OPEB Plans
Defined Benefit Plan Disclosure [Line Items]
Net service cost	4	4	8	8
Interest cost	27	28	54	56
Expected return on plan assets	0	0	0	0
Amortization of actuarial losses (gains)	(3)	(6)	(6)	(12)
Net periodic benefit cost	$ 28	$ 26	$ 56	$ 52

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Share-Based Compensation - Narrative (Details) $ in Millions			3 Months Ended
	May 22, 2024 USD ($) shares	Mar. 07, 2024 USD ($) people shares	Jun. 29, 2024 USD ($) shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized (up to)			608,000
Number of shares available for grant (in shares)			444,824
Share based compensation adjustment decrease | $			$ 0.3
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average grant date fair value | $	$ 0.5
Number of RSUs granted (in shares)	14,826
Restricted Stock Units (RSUs) | Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of people granted awards | people		3
Percentage of performance based units on total units approved		50.00%
Weighted average grant date fair value | $		$ 1.7
Number of RSUs granted (in shares)		49,190
Award vesting period		3 years
Restricted Stock Units (RSUs) | Employees
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average grant date fair value | $		$ 0.6
Number of RSUs granted (in shares)		16,821
Award vesting period		3 years
Restricted Stock Units (RSUs) | Share-based Payment Arrangement, Tranche One | Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights (percentage)		50.00%
Restricted Stock Units (RSUs) | Share-based Payment Arrangement, Tranche One | Employees
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of performance based units on total units approved		75.00%
Award vesting rights (percentage)		25.00%
Restricted Stock Units (RSUs) | Share-based Payment Arrangement, Tranche Two | Employees
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of performance based units on total units approved		50.00%
Award vesting rights (percentage)		50.00%

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Share-Based Compensation - Schedule of Share-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 29, 2024	Jul. 01, 2023	Jun. 29, 2024	Jul. 01, 2023
Share-Based Payment Arrangement [Abstract]
Share-based compensation expense	$ 292	$ 548	$ 953	$ 1,229

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Segment Information - Narrative (Details)	6 Months Ended
	Jun. 29, 2024 segment
Segment Reporting [Abstract]
Number of reportable segments	3

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Segment Information - Schedule of Segment Reporting (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 29, 2024	Jul. 01, 2023	Jun. 29, 2024	Jul. 01, 2023
Segment Reporting Information [Line Items]
Net revenues	$ 77,359	$ 90,802	$ 158,142	$ 179,666
Gross profit	32,407	38,712	67,501	75,911
Operating income	5,906	11,795	12,824	21,719
Restructuring costs	0	(162)	(782)	(278)
Sensors
Segment Reporting Information [Line Items]
Net revenues	28,868	36,266	58,283	72,992
Weighing Solutions
Segment Reporting Information [Line Items]
Net revenues	27,448	31,261	56,292	63,120
Measurement Systems
Segment Reporting Information [Line Items]
Net revenues	21,043	23,275	43,567	43,554
Operating Segments
Segment Reporting Information [Line Items]
Net revenues	77,359	90,802	158,142	179,666
Gross profit	32,407	38,712	67,500	75,911
Operating Segments | Sensors
Segment Reporting Information [Line Items]
Net revenues	28,869	36,266	58,283	72,992
Gross profit	11,066	14,549	21,798	29,693
Operating income	6,125	9,567	11,622	19,500
Restructuring costs	0	0	(542)	0
Operating Segments | Weighing Solutions
Segment Reporting Information [Line Items]
Net revenues	27,447	31,261	56,292	63,120
Gross profit	10,310	12,107	21,577	23,236
Operating income	4,138	6,161	9,940	11,501
Restructuring costs	0	(162)	0	(196)
Operating Segments | Measurement Systems
Segment Reporting Information [Line Items]
Net revenues	21,043	23,275	43,567	43,554
Gross profit	11,031	12,056	24,125	22,982
Operating income	3,555	4,769	8,935	8,641
Restructuring costs	0	0	0	(32)
Segment Reconciling Items
Segment Reporting Information [Line Items]
Unallocated G&A expenses	(7,912)	(8,540)	(16,891)	(17,645)
Restructuring costs	0	(162)	(782)	(278)
Corporate/Other
Segment Reporting Information [Line Items]
Restructuring costs	$ 0	$ 0	$ (240)	$ (50)

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Segment Information - Intersegment Sales (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 29, 2024	Jul. 01, 2023	Jun. 29, 2024	Jul. 01, 2023
Segment Reporting Information [Line Items]
Total revenue	$ (77,359)	$ (90,802)	$ (158,142)	$ (179,666)
Intersegment Eliminations | Sensors to Weighing Solutions
Segment Reporting Information [Line Items]
Total revenue	522	433	991	761
Intersegment Eliminations | Sensors to Measurement Systems
Segment Reporting Information [Line Items]
Total revenue	$ 6	$ 12	$ 13	$ 48

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Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 29, 2024	Jul. 01, 2023	Jun. 29, 2024	Jul. 01, 2023
Numerator:
Net earnings attributable to VPG stockholders	$ 4,603	$ 8,236	$ 10,494	$ 15,200
Denominator:
Weighted average shares (in shares)	13,348	13,601	13,376	13,593
Effect of dilutive securities:
Restricted stock units (in shares)	41	69	52	68
Dilutive potential common shares (in shares)	41	69	52	68
Denominator for diluted earnings per share:
Adjusted weighted average shares (in shares)	13,389	13,670	13,428	13,661
Basic earnings per share attributable to VPG stockholders (dollars per share)	$ 0.34	$ 0.61	$ 0.78	$ 1.12
Diluted earnings per share attributable to VPG stockholders (dollars per share)	$ 0.34	$ 0.60	$ 0.78	$ 1.11

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Additional Financial Statement Information - Schedule of Other Items in Operations (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 29, 2024	Jul. 01, 2023	Jun. 29, 2024	Jul. 01, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Foreign currency exchange gain	$ 1,287	$ 793	$ 2,877	$ 855
Interest income	499	356	822	722
Pension expense	(10)	(71)	(20)	(145)
Other	(75)	(59)	(118)	(138)
Other nonoperating income (expense)	$ 1,701	$ 1,019	$ 3,561	$ 1,294

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Additional Financial Statement Information - Schedule of Other Accrued Liabilities (Details) - USD ($) $ in Thousands	Jun. 29, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Customer advance payments	$ 8,347	$ 8,712
Accrued restructuring	171	249
Goods received, not yet invoiced	1,902	2,837
Accrued taxes, other than income taxes	1,392	1,370
Accrued commissions	4,121	4,077
Accrued professional fees	1,954	1,343
Accrued technical warranty	767	770
Current accrued pensions and other post retirement costs	510	511
Other	2,377	2,558
Other accrued expenses	$ 21,541	$ 22,427

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Fair Value Measurements (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands	Jun. 29, 2024	Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets held in rabbi trusts	$ 6,138	$ 5,841
Level 1 Inputs
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets held in rabbi trusts	97	59
Level 2 Inputs
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets held in rabbi trusts	6,041	5,782
Level 3 Inputs
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets held in rabbi trusts	$ 0	$ 0

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Restructuring Costs - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 29, 2024	Jul. 01, 2023	Jun. 29, 2024	Jul. 01, 2023
Restructuring and Related Activities [Abstract]
Restructuring costs	$ 0	$ 162	$ 782	$ 278

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Restructuring Costs - Restructuring Programs (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 29, 2024	Jul. 01, 2023	Jun. 29, 2024	Jul. 01, 2023
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance			$ 249
Restructuring charges in 2024	$ 0	$ 162	782	$ 278
Cash payments			(723)
Foreign currency exchange translation			(137)
Restructuring reserve, ending balance	$ 171		$ 171

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Stockholder's Equity (Details) - USD ($) $ in Millions	23 Months Ended
	Jun. 29, 2024	Aug. 08, 2022
Equity, Class of Treasury Stock [Line Items]
Number of shares authorized to be repurchased (in shares)		600,000
Treasury Stock
Equity, Class of Treasury Stock [Line Items]
Treasury stock acquired (in shares)	455,101
Treasury stock acquired	$ (14.5)

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Commitments and Contingencies (Details) - 3 months ended Jun. 29, 2024 ₪ in Millions, $ in Millions	ILS (₪)	USD ($)
Israel Tax Authority
Other Commitments [Line Items]
Amount pertaining to claims of VAT	₪ 8.4	$ 2.2