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Vishay Precision Group(VPG) - 2024 Q1 - Quarterly Results
2024-05-07 12:02
Exhibit 99.1 For Immediate Release VPG Reports Fiscal 2024 First Quarter Results MALVERN, Pa. (May 7, 2024) - Vishay Precision Group, Inc. (NYSE: VPG), a leader in precision measurement and sensing technologies, today announced its results for its 2024 first fiscal quarter ended March 30, 2024. First Fiscal Quarter Highlights: Ziv Shoshani, Chief Executive Officer of VPG, commented, "First-quarter revenue was within our guidance, reflecting mixed trends across our businesses. Orders were flat sequentially r ...
Vishay Precision Group(VPG) - 2023 Q4 - Annual Report
2024-02-29 20:27
PART I [Item 1. Business Description](index=4&type=section&id=Item%201.%20Business%20Description) VPG specializes in precision measurement and sensing technologies, operating across three segments with a strategy focused on organic growth and strategic acquisitions - VPG is a global, diversified company focused on precision measurement and sensing technologies, bridging the physical and digital worlds[16](index=16&type=chunk) - The company's strategy involves leveraging core technologies, accelerating organic growth through innovation and customer 'design-ins', and pursuing strategic acquisitions[23](index=23&type=chunk)[28](index=28&type=chunk)[32](index=32&type=chunk) - VPG operates in three segments: **Sensors, Weighing Solutions, and Measurement Systems**, serving markets like test and measurement, industrial, transportation, steel, avionics, military, and space[17](index=17&type=chunk)[35](index=35&type=chunk) - Key competencies include deep technical expertise, strong brands, operational excellence, and a proven M&A strategy[25](index=25&type=chunk) [General Business Overview](index=4&type=section&id=General) VPG provides precision measurement technologies for critical data quality across diverse industrial and non-industrial end markets - VPG specializes in precision measurement and sensing technologies, with products 'designed-in' by customers for critical data quality in industrial and non-industrial applications[16](index=16&type=chunk)[17](index=17&type=chunk) - Products are used across diverse end markets including test and measurement, industrial, transportation, steel, avionics, military, space, agriculture, consumer, and medical[17](index=17&type=chunk) [Company History](index=4&type=section&id=Our%20History) VPG spun off from Vishay Intertechnology in 2010 and has since expanded its business through several acquisitions - VPG was spun off from Vishay Intertechnology, Inc on July 6, 2010, inheriting its core precision foil resistor and strain gage technologies[18](index=18&type=chunk) - Since becoming independent, VPG has expanded its sensor and measurement business through several acquisitions, building a global manufacturing and distribution network[19](index=19&type=chunk)[20](index=20&type=chunk) [Key Business Vision and Strategies](index=4&type=section&id=Key%20Business%20Vision%20and%20Strategies) The company's strategy focuses on accelerating organic growth through core technologies and augmenting it with complementary acquisitions - VPG's vision is to be a leading provider of precision measurement and sensing technologies, delivering accuracy, reliability, and repeatability[22](index=22&type=chunk) - The strategy focuses on accelerating organic growth by leveraging core technologies and competitive position, and augmenting growth through complementary acquisitions[23](index=23&type=chunk) [Operational Diversification](index=5&type=section&id=Operationally%20Diversified) Each business segment operates with distinct strategies and expertise to optimize customer solutions and market proximity - Each business segment (Sensors, Weighing Solutions, Measurement Systems) maintains distinct go-to-market strategies, technical expertise, and capital requirements[24](index=24&type=chunk) - The company uses an operationally diversified structure to stay close to customers and optimize solutions through high-level engineering expertise[24](index=24&type=chunk) [Optimizing Core Competencies](index=5&type=section&id=Optimize%20Core%20Competence) VPG focuses on innovation, operational excellence, and strategic manufacturing transfers to enhance quality and reduce costs - Core competencies include innovative technical expertise, strong brands, customer relationships, operational excellence, management team development, and M&A strategy[25](index=25&type=chunk) - Innovations in the Sensors segment include advanced sensors with reduced size and power consumption, and automated manufacturing processes for improved quality and margins[26](index=26&type=chunk) - Cost savings are pursued through manufacturing transfers and expansions in countries like India, Japan, and Israel, benefiting from efficiencies and incentives[27](index=27&type=chunk) [Organic Growth Initiatives](index=5&type=section&id=Organic%20Growth) Organic growth is driven by developing specialty products, achieving OEM design wins, and investing in R&D for innovation - Organic growth is driven by developing specialty products for niche markets, forming long-term customer relationships, and achieving 'design wins' with OEMs[28](index=28&type=chunk) - The company invests in R&D, engineering, and product marketing to introduce new and innovative products, such as the on-board vehicle weighing solution using MEMS technology[29](index=29&type=chunk)[30](index=30&type=chunk) [Growth from Acquisitions](index=5&type=section&id=Growth%20from%20Acquisitions) The company's acquisition strategy targets high-value, technology-driven businesses to expand its precision measurement offerings - Since becoming public, VPG has acquired five businesses, including KELK (roll force measurement), Stress-Tek (load cells), Pacific Instruments (data acquisition), Dynamic Systems Inc (thermal-mechanical test systems), and Diversified Technical Systems, Inc (data acquisition for safety testing)[31](index=31&type=chunk)[34](index=34&type=chunk) - The acquisition strategy targets high-value, technology-driven businesses that expand VPG's precision measurement and sensor offerings, including force, weight, pressure, torque, tilt, motion, and acceleration[32](index=32&type=chunk) [Global Brand Strategy](index=6&type=section&id=Leverage%20Global%20Brand) VPG leverages its strong historical brands under a unified global brand, with specific brands designated for each business segment - VPG leverages its strong historical brands under a unified 'VPG' global brand, with specific brands for each segment: Sensors (VPG Foil Resistors, Micro-Measurements), Weighing Solutions (VPG Transducers, VPG Onboard Weighing, Stress-Tek, Vulcan, BLH Nobel), and Measurement Systems (KELK, Dynamic Systems Inc/Gleeble, DTS, Pacific Instruments)[33](index=33&type=chunk) [Business Segments and Products](index=7&type=section&id=Business%20Segments%20and%20Products) VPG operates through three distinct segments: Sensors, Weighing Solutions, and Measurement Systems, each with unique market strategies - VPG reports in three segments: Sensors, Weighing Solutions, and Measurement Systems, each with distinct market strategies and technical expertise[35](index=35&type=chunk) [Sensors Segment](index=7&type=section&id=Sensors) The Sensors segment provides high-precision resistor and strain gage products based on proprietary Bulk Metal Foil® technology - The Sensors segment includes precision resistor and strain gage businesses, based on proprietary **Bulk Metal Foil® technology**, offering superior precision, stability, and reliability[36](index=36&type=chunk)[38](index=38&type=chunk)[41](index=41&type=chunk) - Products serve diverse applications in avionics & military, space communications, industrial automation, EV battery management, precision weighing, and test & measurement[38](index=38&type=chunk)[39](index=39&type=chunk) - Advanced sensors enhance strain gage capabilities, reducing size and power consumption, and are manufactured in a highly automated environment for improved efficiency and margins[39](index=39&type=chunk)[42](index=42&type=chunk) [Weighing Solutions Segment](index=7&type=section&id=Weighing%20Solutions) The Weighing Solutions segment offers load cells, transducers, and vehicle weighing systems for various industrial and commercial applications - The Weighing Solutions segment offers load cells, force measurement transducers, and vehicle weighing systems under brands like VPG Transducers, VPG Onboard Weighing, BLH Nobel, Stress-Tek, and Vulcan[43](index=43&type=chunk)[44](index=44&type=chunk)[48](index=48&type=chunk)[49](index=49&type=chunk) - Products are used in construction, agriculture, medical devices, industrial scales, and commercial vehicle overload monitoring, often incorporating VPG's strain gage products[44](index=44&type=chunk)[46](index=46&type=chunk)[48](index=48&type=chunk)[50](index=50&type=chunk) [Measurement Systems Segment](index=8&type=section&id=Measurement%20Systems) The Measurement Systems segment provides specialized systems for steel production, materials development, and safety testing applications - The Measurement Systems segment provides specialized systems for steel production (KELK), materials development (DSI/Gleeble), and safety testing (Pacific Instruments, DTS)[51](index=51&type=chunk)[52](index=52&type=chunk)[53](index=53&type=chunk)[54](index=54&type=chunk)[55](index=55&type=chunk) - Products include rolling force measurement, optical strip width gages, thermal-mechanical simulation systems, high-performance data acquisition, and embedded data acquisition for crash testing[52](index=52&type=chunk)[53](index=53&type=chunk)[54](index=54&type=chunk)[55](index=55&type=chunk) [Product Qualifications and Specifications](index=9&type=section&id=Qualifications%20and%20Specifications) Many VPG products must meet stringent military, aerospace, and legal metrology standards, requiring continuous compliance testing - Many VPG products, including foil resistors, sensors, load cells, and weighing systems, must meet military, aerospace (DLA, NASA, ESA), and legal metrology (NTEP, OIML) standards[56](index=56&type=chunk)[57](index=57&type=chunk)[59](index=59&type=chunk) - Compliance requires continuous testing and reporting, with potential adverse effects on revenue if products fail to meet classification levels[58](index=58&type=chunk) [Manufacturing Operations](index=9&type=section&id=Manufacturing%20Operations) VPG operates certified manufacturing facilities globally, investing in capacity expansion, automation, and relocation to lower-cost regions - Principal manufacturing facilities are located in Israel, the United States, Canada, India, Germany, and Japan, with additional facilities in Sweden, the UK, Taiwan, and France[60](index=60&type=chunk) - VPG has invested in capacity expansion and automation, and is shifting manufacturing to lower-cost regions to reduce production costs and improve efficiencies[60](index=60&type=chunk)[63](index=63&type=chunk) - Major facilities are **ISO 9001 certified**, and the main foil resistors site is **AS9100 certified**; DTS is **ISO/IEC 17025 certified**[61](index=61&type=chunk)[62](index=62&type=chunk) [Sources of Supplies](index=9&type=section&id=Sources%20of%20Supplies) The company manages supply chain risk by maintaining safety stock for critical materials sourced from a limited number of suppliers - While most materials are widely available, certain specialized materials for sensors are sourced from a limited number of suppliers, with safety stock maintained for critical items[64](index=64&type=chunk) - Key materials include metallic foil alloys, aluminum, stainless steel, tool steel, plastics, and gold[64](index=64&type=chunk) - A portion of Weighing Solutions and Measurement Systems products rely on strain gages produced by the Sensors segment[65](index=65&type=chunk) [Inventory and Backlog](index=9&type=section&id=Inventory%20and%20Backlog) VPG maintains inventory and monitors its backlog, which is not necessarily indicative of future results due to potential cancellations - VPG maintains inventory of standardized components and monitors backlog, which includes open orders for shipment within the next twelve months[66](index=66&type=chunk)[67](index=67&type=chunk) - Backlog is not necessarily indicative of future results, as customers can cancel or reschedule shipments without penalty due to changing demand[67](index=67&type=chunk)[68](index=68&type=chunk) [Customers and Marketing](index=10&type=section&id=Customers%20and%20Marketing) The company serves a diversified customer base with no single customer over 10% of revenue, utilizing a technically skilled sales force - The customer base is diversified across industries, geographies, and product needs, with **no single customer accounting for over 10% of net revenues**[69](index=69&type=chunk) - Products are sold through dedicated sales forces, primarily Field Application Engineers (FAEs), who provide technical and application support, influencing new product design[70](index=70&type=chunk) [Competition](index=10&type=section&id=Competition) VPG competes in a fragmented market based on performance, quality, and proprietary technology rather than solely on price - VPG competes on product capability, performance, quality, know-how, proprietary data, market knowledge, service, and reputation, with price being a factor in the Weighing Solutions segment[71](index=71&type=chunk) - The market is fragmented, with competitors ranging from small local companies to large international firms, but none with the same product mix and proprietary technology as VPG[72](index=72&type=chunk) - Key competitors include KOA, Bourns, Vishay Intertechnology, HBK, Zemic, Air-Weigh, ABB, IMS, Fuji, and Kistler across its segments[73](index=73&type=chunk) [Research and Development](index=10&type=section&id=Research%20and%20Development) R&D is crucial for profitability, focusing on proprietary foil technology with design centers strategically located to meet local market needs - R&D is crucial for new product introduction and profitability, focusing on proprietary resistive metal foil technology for foil resistors and strain gages[74](index=74&type=chunk)[78](index=78&type=chunk) - Design centers are strategically located in the US, Israel, Canada, Sweden, Japan, the UK, and Germany to monitor and satisfy local market needs[75](index=75&type=chunk) - R&D staff and sales force are closely linked, with engineers providing technical support and informing future R&D initiatives based on customer needs[77](index=77&type=chunk) [Patents and Licenses](index=11&type=section&id=Patents%20and%20Licenses) VPG protects its technology through patents, trade secrets, and confidentiality agreements, holding numerous patents globally - VPG protects its technology through patents, trade secrets, unpatented know-how, and confidentiality agreements with employees and consultants[79](index=79&type=chunk)[81](index=81&type=chunk) - The company holds numerous US and foreign patents, but **no single patent is considered individually material** to the business[79](index=79&type=chunk) [Environmental, Social and Governance (ESG)](index=11&type=section&id=Environmental%2C%20Social%20and%20Governance) VPG launched a corporate ESG program in 2022, focusing on four pillars and capturing data to reduce emissions - VPG launched a corporate ESG program in 2022, including a materiality assessment, multi-year plan, and internal scorecard with short and long-term objectives[82](index=82&type=chunk) - ESG plan is built on four pillars: Our People, Our Environment, Our Governance, and Our Products, with actions including updating governance documents, sharing ESG performance indicators, and adopting new policies[83](index=83&type=chunk) - The company is capturing baseline data to identify opportunities for reducing **Scope 1 and Scope 2 emissions**[83](index=83&type=chunk) [Human Capital](index=11&type=section&id=Human%20Capital) VPG employed approximately 2,300 people globally as of year-end 2023, focusing on talent attraction, retention, and diversity - As of December 31, 2023, VPG employed approximately **2,300 full-time employees**, with about **82% located outside the United States**[85](index=85&type=chunk) - Future success depends on attracting and retaining highly qualified technical and administrative personnel[85](index=85&type=chunk) - The company supports diversity, monitors compensation and benefits for competitiveness, and implements a worldwide talent strategy including workforce and succession planning[86](index=86&type=chunk) [Executive Officers](index=12&type=section&id=Information%20about%20our%20Executive%20Officers) This section provides information on the company's executive officers as of February 29, 2024 Executive Officers as of February 29, 2024 | Name | Age | Positions | | :--- | :-: | :--- | | Ziv Shoshani | 57 | Chief Executive Officer, President, and Director | | William M Clancy | 61 | Executive Vice President and Chief Financial Officer | | Amir Tal | 54 | Senior Vice President and Chief Accounting Officer | [Company Information and Website](index=12&type=section&id=Company%20Information%20and%20Website) VPG's SEC filings and corporate governance documents are available on its investor relations website and the SEC's website - VPG files annual, quarterly, and current reports with the SEC, available at wwwsecgov and on the company's investor relations website (irvpgsensorscom)[91](index=91&type=chunk)[92](index=92&type=chunk) - Corporate governance documents, including committee charters, codes of conduct, and policies, are also available on the company's website[92](index=92&type=chunk)[93](index=93&type=chunk) [Item 1A. Risk Factors](index=14&type=section&id=Item%201A.%20Risk%20Factors) The company faces a wide range of business, operational, international, financial, and general risks that could impact its performance - Key business risks include a shortage of qualified labor, intense competition, the necessity for continuous innovation, and potential difficulties in future acquisitions[96](index=96&type=chunk)[97](index=97&type=chunk)[99](index=99&type=chunk)[100](index=100&type=chunk) - Operational challenges involve potential difficulties and unexpected costs in cost reduction programs, ERP system implementation, and protecting proprietary technology, especially in countries with weaker IP laws[104](index=104&type=chunk)[107](index=107&type=chunk)[108](index=108&type=chunk)[109](index=109&type=chunk) - The business is susceptible to product liability claims, significant NRE costs for design wins, and unpredictable revenue fluctuations due to long development cycles for complex measurement systems[114](index=114&type=chunk)[115](index=115&type=chunk)[117](index=117&type=chunk)[118](index=118&type=chunk) - External factors like raw material availability, quality, and price volatility, changes in product classification levels, and compliance with environmental, health, and safety laws pose significant risks[125](index=125&type=chunk)[126](index=126&type=chunk)[129](index=129&type=chunk)[131](index=131&type=chunk) - Geopolitical instability in operating countries (eg, Israel-Hamas war) and foreign currency exchange rate risks can materially impact operations and financial results[151](index=151&type=chunk)[152](index=152&type=chunk)[153](index=153&type=chunk) - Financial risks include restrictions from credit facilities, changes in tax rates, transfer pricing disputes, and the ability to realize deferred tax assets[137](index=137&type=chunk)[139](index=139&type=chunk)[142](index=142&type=chunk)[143](index=143&type=chunk) - Risks related to common stock include **effective voting control by Class B shareholders** and anti-takeover provisions in corporate documents[159](index=159&type=chunk)[160](index=160&type=chunk) - General risks include difficult and volatile economic conditions, the need for additional capital, and exposure to interruptions in computer systems and sophisticated cyber-attacks[161](index=161&type=chunk)[162](index=162&type=chunk)[166](index=166&type=chunk) [Risks Related to Our Business](index=14&type=section&id=Risks%20Related%20to%20Our%20Business) Business risks include labor shortages, intense competition, innovation challenges, cost reduction difficulties, and intellectual property protection - A shortage of qualified labor could decrease production ability and adversely affect business and results of operations[96](index=96&type=chunk) - Intense competition, especially from competitors developing innovative products or improving existing technologies, could adversely affect VPG's results[97](index=97&type=chunk)[98](index=98&type=chunk) - Failure to innovate or successfully integrate new technologies, or unsuccessful acquisitions, could harm business and financial condition[99](index=99&type=chunk)[100](index=100&type=chunk) - Difficulties, delays, or unexpected costs in cost reduction programs, including manufacturing transfers, could adversely affect customer relationships and operations[104](index=104&type=chunk)[105](index=105&type=chunk)[106](index=106&type=chunk) - Implementation or operation of new ERP systems may cause additional costs, shipment delays, and impact business processes[107](index=107&type=chunk) - Inability to protect proprietary technology and intellectual property, especially in countries with weaker IP laws, could adversely affect competitive position[108](index=108&type=chunk)[109](index=109&type=chunk)[111](index=111&type=chunk)[112](index=112&type=chunk)[113](index=113&type=chunk) - Exposure to product liability claims, even if limited by agreements, could entail substantial expense and divert management attention[114](index=114&type=chunk) - Significant resources are expended on 'design wins' with no guarantee of success, and long development times for products can lead to unpredictable revenue fluctuations[115](index=115&type=chunk)[116](index=116&type=chunk)[117](index=117&type=chunk)[118](index=118&type=chunk)[119](index=119&type=chunk) - Inadequate manufacturing capacity during economic upturns or excess capacity during downturns could lead to lost market share or inefficient capital use[120](index=120&type=chunk) - The business is sensitive to economic downturns, as customers may defer or cancel orders for new technological solutions[121](index=121&type=chunk)[122](index=122&type=chunk) - Backlog is subject to customer cancellation without penalty, especially during economic slowdowns, impacting future revenue forecasts[123](index=123&type=chunk) - Design flaws in complex measurement systems may require costly corrections, reducing profit margins or leading to losses[124](index=124&type=chunk) - Raw material availability, quality, and cost volatility, including 'conflict minerals', can adversely affect operations and profitability[125](index=125&type=chunk)[126](index=126&type=chunk)[127](index=127&type=chunk)[128](index=128&type=chunk) - Changes in product classification levels under military, aerospace, and legal metrology standards could adversely affect product sales and earnings[129](index=129&type=chunk) - Failure to maintain effective internal control over financial reporting could harm the ability to meet reporting requirements and prevent fraud[130](index=130&type=chunk) - Compliance with environmental, health, and safety laws, and changes in global climate regulations, could result in significant expenditures, fines, or reputational damage[131](index=131&type=chunk)[132](index=132&type=chunk)[133](index=133&type=chunk)[134](index=134&type=chunk)[135](index=135&type=chunk)[136](index=136&type=chunk) [Risks Related to International Operations](index=19&type=section&id=Risks%20relating%20to%20our%20operations%20outside%20the%20United%20States) International operations face risks from manufacturing shifts, trade regulations, geopolitical instability, and foreign currency fluctuations - Shifting manufacturing to lower-cost regions may incur considerable expense, production inefficiencies, and potential labor unrest[146](index=146&type=chunk)[147](index=147&type=chunk) - Current and future tariffs, trade regulations, or other restrictions could adversely impact business, financial condition, and results of operations[148](index=148&type=chunk)[149](index=149&type=chunk)[150](index=150&type=chunk) - Political, economic, health, and military instability in countries like Israel, India, and China could disrupt operations and reduce customer orders[151](index=151&type=chunk)[152](index=152&type=chunk) - Exposure to foreign currency exchange rate risks, particularly where costs are in local currencies and sales in USD, may impact results of operations[153](index=153&type=chunk)[154](index=154&type=chunk)[155](index=155&type=chunk) - Global operations are subject to extensive anti-corruption laws (eg, FCPA, UK Bribery Act), with potential for civil/criminal penalties and reputational damage from violations[156](index=156&type=chunk) - Compliance with import and export laws, including potential non-compliance and changes in regulations, could result in penalties, business disruptions, and reputational harm[157](index=157&type=chunk)[158](index=158&type=chunk) [Risks Relating to Our Common Stock](index=22&type=section&id=Risks%20Relating%20to%20Our%20Common%20Stock) Common stock risks include concentrated voting control by Class B shareholders and anti-takeover provisions in corporate documents - Holders of Class B convertible common stock have **effective voting control (453% of total voting power as of Feb 29, 2024)**, potentially acting contrary to common stock holders' interests[159](index=159&type=chunk)[193](index=193&type=chunk) - Certain provisions in the certificate of incorporation and bylaws may reduce the likelihood of unsolicited acquisition proposals or changes of control[160](index=160&type=chunk) [General Risk Factors](index=22&type=section&id=General%20Risk%20Factors) General risks encompass volatile economic conditions, the need for additional capital, talent retention, and cybersecurity threats - Difficult and volatile conditions in capital, credit, and commodities markets, and the overall economy (eg, wars, inflation, interest rates), could adversely affect financial position, results, and cash flows[161](index=161&type=chunk) - The company may require additional capital for growth, which might not be available on favorable terms, leading to dilution or restrictive covenants[162](index=162&type=chunk)[163](index=163&type=chunk) - Future success is dependent on attracting and retaining highly qualified technical, managerial, marketing, finance, and administrative personnel[164](index=164&type=chunk)[165](index=165&type=chunk) - Exposure to interruptions in computer and information technology systems and sophisticated cyber-attacks could lead to operational disruptions, loss of sensitive information, and financial liability[166](index=166&type=chunk)[167](index=167&type=chunk)[168](index=168&type=chunk)[169](index=169&type=chunk) - Challenges with properly managing the use of artificial intelligence (AI) could adversely affect the business, including competitive disadvantage or issues with AI-generated information[170](index=170&type=chunk) - Unexpected events like natural disasters, pandemics, or civil unrest could disrupt operations and adversely affect results[171](index=171&type=chunk) - The company's stock price could become more volatile due to various factors, potentially leading to litigation and diverting management attention[172](index=172&type=chunk) - Percentage ownership of common stock may be diluted in the future due to equity awards granted to directors, officers, and employees[174](index=174&type=chunk) [Item 1B. Unresolved Staff Comments](index=25&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reported no unresolved staff comments from the SEC - No unresolved staff comments were reported[175](index=175&type=chunk) [Item 1C. Cybersecurity](index=25&type=section&id=Item%201C.%20Cybersecurity) The Board oversees a cybersecurity program integrated into the ERM framework, which has not been materially impacted by threats to date - The Board of Directors oversees cybersecurity risk management, integrated into the company's Enterprise Risk Management (ERM) program, based on NIST frameworks[176](index=176&type=chunk) - The cybersecurity program focuses on governance, a collaborative approach, technical safeguards (firewalls, intrusion systems, access controls), incident response and recovery planning, third-party risk management, and employee education[177](index=177&type=chunk) - Management, led by the VP of IT and Digital and the CISO, develops and updates cybersecurity strategy, with regular reporting to the Audit Committee and Board[178](index=178&type=chunk)[181](index=181&type=chunk)[184](index=184&type=chunk)[185](index=185&type=chunk) - As of the filing date, **cybersecurity threats have not materially affected** and are not reasonably likely to materially affect the company's business strategy, results of operations, or financial condition[182](index=182&type=chunk) [Risk Management and Strategy](index=25&type=section&id=Risk%20Management%20and%20Strategy) VPG's cybersecurity program is integrated into its ERM, focusing on information security through various safeguards and assessments - VPG's cybersecurity program is integrated into its ERM, focusing on preserving confidentiality, security, and availability of information[176](index=176&type=chunk) - Key areas include governance, a collaborative approach, technical safeguards, incident response and recovery planning, third-party risk management, and education[177](index=177&type=chunk) - Periodic assessments, audits, threat modeling, and penetration testing are conducted, often with third-party involvement, to evaluate and improve cybersecurity measures[177](index=177&type=chunk) [Management's Role in Managing Risk](index=26&type=section&id=Management's%20Role%20in%20Managing%20Risk) Experienced IT and cybersecurity leaders manage the company's strategy and ensure its integration across all operations - The VP of IT and Digital and the CISO lead the cybersecurity strategy and a cross-functional team, ensuring company-wide awareness and integration of cybersecurity into operations[178](index=178&type=chunk)[181](index=181&type=chunk) - The VP of IT and Digital holds a Bachelor of Science in Computer Science and has experience managing IT organizations in publicly traded companies and classified information in the Israeli army[179](index=179&type=chunk) - The CISO has **over 20 years of cybersecurity experience**, including 12 years managing classified information systems for the Government of Israel[179](index=179&type=chunk) [Corporate Governance and Oversight](index=26&type=section&id=Corporate%20Governance%20and%20Oversight) The Audit Committee holds primary responsibility for cybersecurity risk oversight, with significant matters escalated to the full Board - The Audit Committee, composed of directors with diverse qualifications, holds primary responsibility for cybersecurity risk oversight[183](index=183&type=chunk) - Significant cybersecurity matters and strategic risk management decisions are escalated to the Audit Committee and, as appropriate, the Board for comprehensive oversight and guidance[184](index=184&type=chunk)[185](index=185&type=chunk) [Item 2. Properties](index=26&type=section&id=Item%202.%20Properties) The company owns and leases over one million square feet of facilities globally, which are considered adequate for current operations - The leased facility in Modi'in, Israel, represents approximately **45% of the total leased square footage** in Other Countries[186](index=186&type=chunk) - Management believes properties and equipment are in good operating condition and adequate for present needs, with no anticipated difficulty in renewing leases[187](index=187&type=chunk) VPG Facilities as of December 31, 2023 | Category | United States (sq ft) | Other Countries (sq ft) | Total (sq ft) | | :--- | :--- | :--- | :--- | | Owned facilities | 226,000 | 471,150 | 697,150 | | Leased facilities | 73,000 | 272,400 | 345,400 | | Total facilities | 299,000 | 743,550 | 1,042,550 | [Item 3. Legal Proceedings](index=27&type=section&id=Item%203.%20Legal%20Proceedings) VPG is involved in routine legal proceedings that are not expected to have a material adverse effect on its business - The company is subject to ordinary, routine litigation incidental to its business[188](index=188&type=chunk) - Management believes these legal proceedings **will not have a material adverse effect** on the company's business or financial results[188](index=188&type=chunk) [Item 4. Mine Safety Disclosures](index=27&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to VPG - Mine Safety Disclosures are not applicable to the registrant[189](index=189&type=chunk) PART II [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities](index=28&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%2C%20and%20Issuer%20Purchases%20of%20Equity%20Securities) VPG's common stock trades on the NYSE, with a dual-class structure, and the company has an active stock repurchase plan - VPG's common stock is listed on the New York Stock Exchange under the symbol **VPG**[192](index=192&type=chunk) - The company has two classes of common stock: common stock (one vote per share) and Class B convertible common stock (ten votes per share)[193](index=193&type=chunk) - As of February 29, 2024, Class B convertible common stock holders held approximately **453% of the total voting power**[193](index=193&type=chunk) - The Board authorized a stock repurchase plan for up to 600,000 shares, extended to August 9, 2024 From August 8, 2022, to December 31, 2023, **273,626 shares were repurchased**[194](index=194&type=chunk) Common Stock Repurchases (Q4 2023) | Period | Total Shares Purchased | Average Price Paid Per Share | Shares Purchased as Part of Publicly Announced Plans | Shares Yet to Be Purchased Under Plans | | :--- | :--- | :--- | :--- | :--- | | October 1, 2023 to November 1, 2023 | 37,562 | $3193 | 37,562 | 442,019 | | November 2, 2023 to December 2, 2023 | 68,073 | $2991 | 68,073 | 373,946 | | December 3, 2023 to December 31, 2023 | 47,572 | $3119 | 47,572 | 326,374 | | **Total** | **153,207** | | **153,207** | **326,374** | Cumulative Total Stockholder Return (2018-2023) | Index | 12/31/18 | 12/31/19 | 12/31/20 | 12/31/21 | 12/31/22 | 12/31/23 | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Vishay Precision Group, Inc | 10000 | 11247 | 10413 | 12279 | 12784 | 11267 | | Russell 2000 Index | 10000 | 12552 | 15057 | 17289 | 13755 | 16084 | | Peer Group | 10000 | 13443 | 14341 | 16090 | 12811 | 15893 | [Stock Performance Graph](index=29&type=section&id=Stock%20Performance%20Graph) The stock performance graph compares VPG's five-year cumulative total return against the Russell 2000 Index and a peer group - The graph compares VPG's cumulative total stockholder return over five years (ending December 31, 2023) against the Russell 2000 Stock Index and a management-selected peer group[196](index=196&type=chunk) - The peer group consists of eight publicly held manufacturers of sensors, sensor-based equipment, and sensor-based systems, weighted by market capitalization[196](index=196&type=chunk)[198](index=198&type=chunk) [Item 6. [Reserved]](index=29&type=section&id=Item%206.%20%5BReserved%5D) This item is reserved and contains no information [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=30&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Net revenues decreased 2.1% in 2023, impacted by volume declines, while the company managed costs and maintained liquidity despite geopolitical risks - As of February 29, 2024, Israeli operations were near normal levels despite the Israel-Hamas war, but future disruptions remain a risk[203](index=203&type=chunk)[204](index=204&type=chunk) - Cash provided by operating activities **increased to $459 million** in 2023 from $330 million in 2022[280](index=280&type=chunk) - Capital expenditures for 2024 are expected to be approximately **$150 million**[286](index=286&type=chunk) Key Financial Results (2023 vs. 2022) | Metric | 2023 ($ millions) | 2022 ($ millions) | Change (%) | | :--- | :--- | :--- | :--- | | Net Revenues | 3550 | 3626 | (21)% | | Net Earnings Attributable to VPG Stockholders | 257 | 361 | (288)% | | Diluted EPS | $188 | $263 | (285)% | | Gross Profit Margin | 423% | 413% | +10 pp | Adjusted Financial Results (2023 vs. 2022) | Metric | 2023 ($ thousands) | 2022 ($ thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Adjusted Gross Profit | 150,677 | 151,440 | (05)% | | Adjusted Operating Income | 43,849 | 47,155 | (70)% | | Adjusted Net Earnings | 29,669 | 35,884 | (173)% | | Adjusted Diluted EPS | $217 | $262 | (172)% | | Adjusted EBITDA | 60,374 | 61,997 | (26)% | | Adjusted EBITDA Margin | 170% | 171% | (01) pp | [Overview](index=30&type=section&id=Overview) VPG is a global company providing precision measurement technologies for mission-critical applications across diverse industries - VPG is a global, diversified company focused on precision measurement and sensing technologies, with products 'designed-in' by customers across various industries[200](index=200&type=chunk)[201](index=201&type=chunk) - The company's products are critical for ensuring data quality in mission-critical or high-value downstream processes, with growing applications in industrial and new markets[201](index=201&type=chunk) [Impact of the Israel-Hamas War](index=30&type=section&id=The%20impact%20of%20the%20recent%20Israel-Hamas%20war) VPG's Israeli operations, representing 25% of revenues, have operated near normal levels despite the ongoing conflict - As of February 29, 2024, VPG's operations in Israel have operated at **near normal levels** despite the ongoing Israel-Hamas war[203](index=203&type=chunk) - Israeli operations, including executive offices and two manufacturing facilities, account for approximately **25% of total worldwide revenues**[204](index=204&type=chunk) - Contingency plans are in place to secure supply, build safety stock, and transfer goods, but risks of production slowdowns or interruptions due to conflict or personnel absences remain[204](index=204&type=chunk) [Overview of Financial Results](index=30&type=section&id=Overview%20of%20Financial%20Results) This section presents key GAAP financial results for 2023 versus 2022 and reconciles them to non-GAAP adjusted measures - The report includes non-GAAP measures (adjusted gross profits, operating income, net earnings, EBITDA) to present core operating results and provide a consistent basis for evaluating performance trends[207](index=207&type=chunk) Net Revenues and Earnings (2023 vs. 2022) | Metric | 2023 ($ millions) | 2022 ($ millions) | | :--- | :--- | :--- | | Net Revenues | 3550 | 3626 | | Net Earnings Attributable to VPG Stockholders | 257 | 361 | | Diluted EPS | $188 | $263 | Non-GAAP Adjusted Financials (2023 vs. 2022) | Metric (in thousands) | 2023 | 2022 | | :--- | :--- | :--- | | Gross Profit (GAAP) | 150,342 | 149,602 | | Operating Income (GAAP) | 41,954 | 43,799 | | Net Earnings (GAAP) | 25,707 | 36,063 | | Diluted EPS (GAAP) | $188 | $263 | | Adjusted Gross Profit (Non-GAAP) | 150,677 | 151,440 | | Adjusted Operating Income (Non-GAAP) | 43,849 | 47,155 | | Adjusted Net Earnings (Non-GAAP) | 29,669 | 35,884 | | Adjusted Diluted EPS (Non-GAAP) | $217 | $262 | | EBITDA | 57,657 | 62,220 | | Adjusted EBITDA | 60,374 | 61,997 | [Financial Metrics](index=32&type=section&id=Financial%20Metrics) VPG evaluates its business performance using key metrics including revenues, gross margin, backlog, book-to-bill, and inventory turnover - VPG uses net revenues, gross profit margin, end-of-period backlog, book-to-bill ratio, and inventory turnover to evaluate business performance[212](index=212&type=chunk) - Backlog includes open orders for shipment in the next twelve months but is subject to customer cancellation[214](index=214&type=chunk) - A **book-to-bill ratio greater than one** indicates higher demand than current revenues and manufacturing capacities, suggesting future revenue growth[215](index=215&type=chunk) Key Financial Metrics (Q4 2022 - Q4 2023) | Metric | 4th Quarter 2022 | 1st Quarter 2023 | 2nd Quarter 2023 | 3rd Quarter 2023 | 4th Quarter 2023 | | :--- | :--- | :--- | :--- | :--- | :--- | | Net revenues ($ thousands) | 96,240 | 88,864 | 90,802 | 85,854 | 89,528 | | Gross profit margin | 412% | 419% | 426% | 419% | 430% | | End-of-period backlog ($ thousands) | 151,400 | 146,800 | 139,700 | 128,800 | 117,300 | | Book-to-bill ratio | 076 | 094 | 094 | 090 | 084 | | Inventory turnover | 263 | 239 | 234 | 220 | 227 | [Segment Performance (Q4 2022 - Q4 2023)](index=33&type=section&id=Segments%20(Net%20Revenues%20and%20Gross%20Profit%20Margins)) This section details the quarterly net revenues and gross profit margins for VPG's three operating segments - **Q4 2023 net revenues increased 43% sequentially** but decreased 70% year-over-year[218](index=218&type=chunk) - Sensors segment Q4 2023 revenues increased sequentially due to higher precision resistor sales in Test and Measurement, but decreased YoY due to lower advanced sensor sales in consumer, AMS, and General Industrial markets[219](index=219&type=chunk) - Weighing Solutions segment Q4 2023 revenues increased sequentially from OEM customers (precision agriculture, construction) and General Industrial, but decreased YoY due to lower sales in Industrial Weighing and precision agriculture[220](index=220&type=chunk) - Measurement Systems segment Q4 2023 revenues increased sequentially from DTS products in AMS, but decreased YoY due to lower DSI and KELK sales to steel and DTS sales to Transportation[221](index=221&type=chunk) - Overall gross profit margin improved sequentially and YoY in Q4 2023, driven by Sensors (volume, efficiency) and Measurement Systems (volume, product mix), partially offset by a decrease in Weighing Solutions (inventory reduction, unfavorable product mix)[222](index=222&type=chunk)[223](index=223&type=chunk)[224](index=224&type=chunk) Segment Net Revenues (Q4 2022 - Q4 2023) | Segment | 4th Quarter 2022 ($ thousands) | 1st Quarter 2023 ($ thousands) | 2nd Quarter 2023 ($ thousands) | 3rd Quarter 2023 ($ thousands) | 4th Quarter 2023 ($ thousands) | | :--- | :--- | :--- | :--- | :--- | :--- | | Sensors | 36,312 | 36,726 | 36,266 | 32,532 | 34,259 | | Weighing Solutions | 33,089 | 31,859 | 31,261 | 28,970 | 30,438 | | Measurement Systems | 26,839 | 20,279 | 23,275 | 24,352 | 24,831 | Segment Gross Profit Margins (Q4 2022 - Q4 2023) | Segment | 4th Quarter 2022 | 1st Quarter 2023 | 2nd Quarter 2023 | 3rd Quarter 2023 | 4th Quarter 2023 | | :--- | :--- | :--- | :--- | :--- | :--- | | Sensors | 376% | 412% | 401% | 359% | 402% | | Weighing Solutions | 334% | 349% | 387% | 387% | 356% | | Measurement Systems | 559% | 539% | 518% | 536% | 560% | [Operational Diversification](index=34&type=section&id=Operationally%20Diversified) VPG's diversified structure allows each business segment to maintain distinct strategies and expertise to maximize performance - VPG's business segments maintain distinct go-to-market strategies, technical expertise, and capital requirements, aligning with an operationally diversified structure[225](index=225&type=chunk) - The strategy aims to maximize business performance by leveraging accumulated experience and driving operational excellence across functional areas[225](index=225&type=chunk) [Optimizing Core Competencies](index=34&type=section&id=Optimize%20Core%20Competence) The company leverages its core competencies in technology, branding, and operations, including cost-saving manufacturing transfers - Core competencies include innovative technical expertise, strong brands, customer relationships, operational excellence, and a proven M&A strategy[226](index=226&type=chunk) - The Sensors segment developed advanced sensors with reduced size and power consumption, and automated manufacturing processes for high-quality foil strain gages[227](index=227&type=chunk) - Cost savings are pursued through manufacturing transfers and expansions in countries like India, Japan, and Israel, aligning and consolidating the manufacturing footprint[229](index=229&type=chunk) [Acquisition Strategy](index=34&type=section&id=Acquisition%20Strategy) VPG plans to augment growth by acquiring high-value, technology-driven businesses in the precision measurement and sensor markets - VPG plans strategic acquisitions of high-value, technology-driven businesses to augment and expand its precision measurement and sensor market offerings[230](index=230&type=chunk) - Acquisition focus includes measurement solutions for force, weight, pressure, torque, tilt, motion, and acceleration, benefiting from VPG's global manufacturing and distribution[230](index=230&type=chunk) [Research and Development](index=34&type=section&id=Research%20and%20Development) R&D is crucial for innovation and profitability, with expenses totaling $204 million in 2023 - R&D is crucial for introducing innovative products, generating new sales, and improving profitability, particularly in precision foil technology[231](index=231&type=chunk) R&D Expenses (2021-2023) | Year | R&D Expense ($ millions) | | :--- | :--- | | 2023 | 204 | | 2022 | 198 | | 2021 | 172 | [Cost Management](index=35&type=section&id=Cost%20Management) VPG manages costs through automation and manufacturing relocation, incurring $16 million in restructuring costs in 2023 - VPG seeks to control operating costs through plant automation and relocating manufacturing to more cost-effective locations to improve efficiency and competitiveness[232](index=232&type=chunk) - Restructuring costs, primarily employee termination costs, were **$16 million in 2023** and $15 million in 2022, incurred as part of cost reduction programs[234](index=234&type=chunk) - The company is evaluating further manufacturing consolidation plans, which may incur additional restructuring and severance costs[235](index=235&type=chunk) [Foreign Currency](index=35&type=section&id=Foreign%20Currency) The company is exposed to foreign currency risks, with exchange rate fluctuations impacting both revenues and costs - VPG is exposed to foreign currency exchange rate risks, particularly from transactions in currencies other than subsidiaries' functional currencies[236](index=236&type=chunk) - Subsidiaries in Europe, Canada, and parts of Asia use local currencies as functional currency, while Israeli and some Asian operations use the US dollar[237](index=237&type=chunk)[239](index=239&type=chunk) Foreign Exchange Rate Impact on Operations | Year | Impact on Net Revenues ($ millions) | Impact on Costs of Products Sold & SG&A ($ millions) | | :--- | :--- | :--- | | 2023 | (22) (decrease) | (91) (decrease) | | 2022 | (161) (decrease) | (133) (decrease) | [Critical Accounting Policies and Estimates](index=36&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) Significant judgments are required for inventory valuation, business combinations, goodwill impairment, pensions, and income taxes - Significant judgments and estimates are required for inventory valuation (lower of cost or market, obsolescence), business combinations (fair value allocation, goodwill), and impairment tests[242](index=242&type=chunk)[243](index=243&type=chunk)[244](index=244&type=chunk) - Goodwill and indefinite-lived intangible assets are tested for impairment annually, using qualitative or quantitative (income approach) assessments, with significant estimates for future revenues, profitability, and discount rates[244](index=244&type=chunk)[245](index=245&type=chunk)[246](index=246&type=chunk)[247](index=247&type=chunk) - Accounting for defined benefit pension and other postretirement plans involves critical assumptions for discount rates, expected long-term asset returns, compensation increases, and healthcare costs[248](index=248&type=chunk)[249](index=249&type=chunk)[250](index=250&type=chunk)[251](index=251&type=chunk) - Income tax accounting requires significant judgment for deferred tax asset realization (valuation allowances) and uncertain tax positions ('more likely than not' threshold)[253](index=253&type=chunk)[254](index=254&type=chunk)[255](index=255&type=chunk) [Results of Operations – Years Ended December 31, 2023 and 2022](index=38&type=section&id=Results%20of%20Operations%20%E2%80%93%20Years%20Ended%20December%2031%2C%202023%20and%202022) This section details the company's operational results for 2023 and 2022, including key metrics as a percentage of net revenues Statement of Operations Captions as % of Net Revenues | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Costs of products sold | 577% | 587% | | Gross profit | 423% | 413% | | Selling, general, and administrative expenses | 301% | 288% | | Operating income | 118% | 121% | | Income before taxes | 108% | 124% | | Net earnings | 73% | 101% | | Net earnings attributable to VPG stockholders | 72% | 99% | | Effective tax rate | 323% | 189% | [Net Revenues](index=38&type=section&id=Net%20Revenues) Net revenues decreased by 2.1% in 2023, primarily driven by a 3.0% decline in volume - Overall net revenues **decreased 21% in 2023**, primarily due to decreased volume in Sensors and Weighing Solutions, partially offset by increased selling prices and volume in Measurement Systems[259](index=259&type=chunk) Net Revenues (2023 vs. 2022) | Metric | 2023 ($ thousands) | 2022 ($ thousands) | Change ($ thousands) | Percentage Change | | :--- | :--- | :--- | :--- | :--- | | Net revenues | 355,048 | 362,580 | (7,532) | (21)% | Net Revenue Change Attribution (2023 vs. 2022) | Attribution | 2023 vs. 2022 Change | | :--- | :--- | | Change in volume | (30)% | | Change in average selling prices | 16% | | Foreign currency effects | (07)% | | **Net change** | **(21)%** | [Gross Profit Margin](index=38&type=section&id=Gross%20Profit%20Margin) The gross profit margin increased by 1.0% to 42.3% in 2023, driven by improvements in two of the three segments - Gross profit margin **increased by 10% in 2023**, driven by improvements in Weighing Solutions and Measurement Systems, partially offset by a decrease in Sensors[259](index=259&type=chunk) Gross Profit Margin (2023 vs. 2022) | Year | Gross Profit Margin | | :--- | :--- | | 2023 | 423% | | 2022 | 413% | [Detailed Segment Performance (2023 vs. 2022)](index=39&type=section&id=Segments%20(Detailed%20Revenue%20and%20Gross%20Profit%20Margin%20Analysis)) This section provides a detailed analysis of revenue and gross profit margin performance for each of VPG's three business segments [Sensors Segment Performance](index=39&type=section&id=Sensors) The Sensors segment saw an 8.2% decrease in net revenues and a 0.7% decline in gross profit margin in 2023 - Sensors segment net revenues **decreased 82% in 2023**, primarily due to lower sales of precision resistors in Test and Measurement and advanced sensors in consumer applications, partially offset by precision resistor sales in AMS[260](index=260&type=chunk) - Sensors segment gross profit margin **decreased by 07% in 2023** due to volume decreases and manufacturing inefficiencies, partially offset by favorable foreign currency exchange rates[261](index=261&type=chunk) Sensors Segment Net Revenues (2023 vs. 2022) | Metric | 2023 ($ thousands) | 2022 ($ thousands) | Change ($ thousands) | Percentage Change | | :--- | :--- | :--- | :--- | :--- | | Net revenues | 139,783 | 152,221 | (12,438) | (82)% | Sensors Segment Net Revenue Change Attribution (2023 vs. 2022) | Attribution | 2023 vs. 2022 Change | | :--- | :--- | | Change in volume | (84)% | | Change in average selling prices | 09% | | Foreign currency effects | (07)% | | **Net change** | **(82)%** | Sensors Segment Gross Profit Margin (2023 vs. 2022) | Year | Gross Profit Margin | | :--- | :--- | | 2023 | 394% | | 2022 | 401% | [Weighing Solutions Segment Performance](index=39&type=section&id=Weighing%20Solutions) The Weighing Solutions segment experienced a 2.5% revenue decline but a 2.7% increase in gross profit margin in 2023 - Weighing Solutions segment net revenues **decreased 25% in 2023**, with increased sales in precision agriculture and construction applications offset by lower load cell sales in the Industrial weighing market[262](index=262&type=chunk)[263](index=263&type=chunk) - Weighing Solutions segment gross profit margin **increased by 27% in 2023** due to cost reductions, manufacturing efficiencies, favorable foreign currency, and higher selling prices, despite lower volume[263](index=263&type=chunk) Weighing Solutions Segment Net Revenues (2023 vs. 2022) | Metric | 2023 ($ thousands) | 2022 ($ thousands) | Change ($ thousands) | Percentage Change | | :--- | :--- | :--- | :--- | :--- | | Net revenues | 122,528 | 125,715 | (3,187) | (25)% | Weighing Solutions Segment Net Revenue Change Attribution (2023 vs. 2022) | Attribution | 2023 vs. 2022 Change | | :--- | :--- | | Change in volume | (47)% | | Change in average selling prices | 24% | | Foreign currency effects | (02)% | | **Net change** | **(25)%** | Weighing Solutions Segment Gross Profit Margin (2023 vs. 2022) | Year | Gross Profit Margin | | :--- | :--- | | 2023 | 370% | | 2022 | 343% | [Measurement Systems Segment Performance](index=40&type=section&id=Measurement%20Systems) The Measurement Systems segment achieved a 9.6% increase in net revenues and a slight 0.2% rise in gross profit margin in 2023 - Measurement Systems segment net revenues **increased 96% in 2023**, driven by increased revenue in the Steel market and higher sales of DTS products in the AMS market[264](index=264&type=chunk) - Measurement Systems segment gross profit margin **increased by 02% in 2023** due to higher revenues and lower purchase accounting adjustments, partially offset by higher material and manufacturing costs[265](index=265&type=chunk) Measurement Systems Segment Net Revenues (2023 vs. 2022) | Metric | 2023 ($ thousands) | 2022 ($ thousands) | Change ($ thousands) | Percentage Change | | :--- | :--- | :--- | :--- | :--- | | Net revenues | 92,737 | 84,644 | 8,093 | 96% | Measurement Systems Segment Net Revenue Change Attribution (2023 vs. 2022) | Attribution | 2023 vs. 2022 Change | | :--- | :--- | | Change in volume | 92% | | Change in average selling prices | 18% | | Foreign currency effects | (14)% | | **Net change** | **96%** | Measurement Systems Segment Gross Profit Margin (2023 vs. 2022) | Year | Gross Profit Margin | | :--- | :--- | | 2023 | 538% | | 2022 | 536% | [Selling, General, and Administrative Expenses (SG&A)](index=40&type=section&id=Selling%2C%20General%2C%20and%20Administrative%20Expenses) SG&A expenses increased by $2.5 million in 2023, rising to 30.1% of net revenues - SG&A expenses **increased by $25 million in 2023** due to higher personnel costs (headcount, wages, travel), increased IT costs, and higher commissions[266](index=266&type=chunk) SG&A Expenses (2023 vs. 2022) | Metric | 2023 ($ thousands) | 2022 ($ thousands) | | :--- | :--- | :--- | | Total SG&A expenses | 106,828 | 104,285 | | As a percentage of net revenues | 301% | 288% | [Impairment of Goodwill and Indefinite-lived Intangible Assets](index=41&type=section&id=Impairment%20of%20Goodwill%20and%20Indefinite-lived%20Intangible%20Assets) No impairment charges for goodwill or indefinite-lived intangible assets were recorded in 2023 or 2022 - **No impairment** on goodwill and indefinite-lived intangible assets was recorded for the years ended December 31, 2023, and December 31, 2022[267](index=267&type=chunk) [Restructuring Costs](index=41&type=section&id=Restructuring%20Costs) Restructuring costs, primarily for employee termination, were $1.6 million in 2023 as part of cost reduction programs - Restructuring costs primarily comprised employee termination costs, including severance and statutory retirement allowances, related to cost reduction programs[269](index=269&type=chunk) Restructuring Costs (2021-2023) | Year | Restructuring Costs ($ millions) | | :--- | :--- | | 2023 | 16 | | 2022 | 15 | | 2021 | 01 | [Acquisition Costs](index=41&type=section&id=Acquisition%20Costs) No acquisition costs were recorded in the consolidated statements of operations for 2023 or 2022 - No acquisition costs were recorded in the consolidated statements of operations for the years ended December 31, 2023, or December 31, 2022[270](index=270&type=chunk) [Other Income (Expense)](index=41&type=section&id=Other%20Income%20(Expense)) This section details the components of other income and expense, including interest and foreign exchange impacts [Interest Expense](index=41&type=section&id=Interest%20Expense) Interest expense increased to $4.0 million in 2023 from $2.3 million in 2022 due to higher borrowing rates - Interest expense increased in 2023 compared to 2022 mainly due to **higher borrowing rates**[271](index=271&type=chunk) Interest Expense (2023 vs. 2022) | Year | Interest Expense ($ millions) | | :--- | :--- | | 2023 | 40 | | 2022 | 23 | [Other Income (Expense) Components](index=41&type=section&id=Other) Foreign exchange fluctuations resulted in a loss in 2023 compared to a gain in 2022, driving a decrease in total other income - The change in foreign exchange gains/losses in 2023 was primarily due to fluctuations in the Israeli shekel, Canadian dollar, and British pound, resulting in an unfavorable impact related to the shekel-denominated lease liability[272](index=272&type=chunk) Components of 'Other' Income (Expense) (2023 vs. 2022) | Component | 2023 ($ thousands) | 2022 ($ thousands) | Change ($ thousands) | | :--- | :--- | :--- | :--- | | Foreign exchange gain/(loss) | (822) | 3,579 | (4,401) | | Interest income | 1,651 | 401 | 1,250 | | Pension expense | (52) | (241) | 189 | | Other | (321) | (181) | (140) | | **Total** | **456** | **3,558** | **(3,102)** | [Income Taxes](index=41&type=section&id=Income%20Taxes) The effective tax rate increased to 32.3% in 2023 from 18.9% in 2022 due to valuation allowances and geographical income mix - The effective tax rate was higher in 2023 due to increases in valuation allowances, reserves for uncertain tax positions, and changes in the geographical mix of income[273](index=273&type=chunk) - The company reassessed its ability to realize US deferred tax assets in 2023 and concluded that realization is still **not 'more likely than not'**[274](index=274&type=chunk) - Significant impacts on the effective tax rate in 2023 included a **62% increase from foreign operations**, 33% from valuation allowances, and 23% from residual US tax on foreign earnings[275](index=275&type=chunk) Effective Tax Rate (2023 vs. 2022) | Year | Effective Tax Rate | | :--- | :--- | | 2023 | 323% | | 2022 | 189% | [Financial Condition, Liquidity, and Capital Resources](index=42&type=section&id=Financial%20Condition%2C%20Liquidity%2C%20and%20Capital%20Resources) VPG maintains a strong financial condition with sufficient liquidity from cash, credit facilities, and operations to meet its needs - VPG believes current cash, credit facilities, and projected cash from operations will meet liquidity needs for at least the next 12 months[276](index=276&type=chunk) - The company has a **$750 million secured revolving credit facility** (2020 Revolving Facility), terminating March 20, 2025, with interest rates based on SOFR plus a credit spread[277](index=277&type=chunk)[278](index=278&type=chunk) - VPG was in compliance with its financial maintenance covenants (interest coverage ratio and leverage ratio) at December 31, 2023[279](index=279&type=chunk) - Approximately **92% of cash and cash equivalents** were held by non-US subsidiaries at December 31, 2023[281](index=281&type=chunk) - Adjusted free cash flow for 2023 was **$308 million**, calculated as cash from operations minus capital expenditures and net of asset sales proceeds[283](index=283&type=chunk) - The current ratio was **39 to 10** at both December 31, 2023, and December 31, 2022, indicating a strong financial condition[285](index=285&type=chunk) - Capital expenditures for 2023 were **$152 million**, primarily for capacity expansion in Israel and Asia, and normal maintenance[286](index=286&type=chunk) Cash Flow Summary (2023 vs. 2022) | Cash Flow Activity | 2023 ($ millions) | 2022 ($ millions) | | :--- | :--- | :--- | | Operating activities | 459 | 330 | | Investing activities | (151) | (208) | | Financing activities | (359) | (36) | Cash and Cash Equivalents by Region (2023 vs. 2022) | Region | 2023 (%) | 2022 (%) | | :--- | :--- | :--- | | Asia | 22 | 27 | | United States | 8 | 17 | | Israel | 36 | 28 | | Europe | 18 | 13 | | United Kingdom | 5 | 10 | | Canada | 11 | 5 | | **Total** | **100** | **100** | Net Cash Position (2023 vs. 2022) | Metric | 2023 ($ thousands) | 2022 ($ thousands) | | :--- | :--- | :--- | | Cash and cash equivalents | 83,965 | 88,562 | | Total third-party debt | 31,856 | 60,799 | | **Net cash** | **52,109** | **27,763** | [Inflation](index=44&type=section&id=Inflation) Inflation does not typically have a significant impact on operations as the company can adjust selling prices to reflect cost increases - Inflation typically does not significantly impact operations as VPG can adjust selling prices to reflect cost increases, subject to competition[287](index=287&type=chunk) [Recent Accounting Pronouncements](index=44&type=section&id=Recent%20Accounting%20Pronouncements) VPG is currently evaluating the impact of new accounting standards related to segment reporting and income tax disclosures - VPG is evaluating the impact of ASU 2023-07 (Segment Reporting) and ASU No 2023-09 (Income Tax Disclosures), both effective for annual periods beginning after December 15, 2024[400](index=400&type=chunk)[401](index=401&type=chunk) [Forward-Looking Statements](index=44&type=section&id=Forward-Looking%20Statements) The report contains forward-looking statements that are subject to various risks and uncertainties - The report contains forward-looking statements subject to risks and uncertainties that could cause actual results to differ materially[289](index=289&type=chunk) - Factors include economic conditions, inflation, labor/supply chain challenges, acquisition difficulties, new product development, currency fluctuations, geopolitical instability, and compliance issues[290](index=290&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures About Market Risk](index=45&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) VPG is exposed to market risks from foreign currency, interest rates, and commodity prices, which are managed through internal policies - VPG is exposed to financial risks from foreign currency exchange rates, interest rates, and commodity prices, managed through internal policies without speculative derivative use[292](index=292&type=chunk) [Interest Rate Risk](index=45&type=section&id=Interest%20Rate%20Risk) The company is exposed to interest rate risk, with a 50 basis point change potentially impacting net earnings by $0.2 million - VPG is exposed to interest rate changes due to borrowing activities and cash balances[293](index=293&type=chunk) - As of December 31, 2023, the company had **$320 million outstanding** under its revolving credit facility and **$840 million in cash** and cash equivalents[293](index=293&type=chunk)[294](index=294&type=chunk) - A **50 basis point increase or decrease** in interest rates would impact annualized net earnings by approximately **$02 million** in 2023[294](index=294&type=chunk) [Foreign Exchange Risk](index=45&type=section&id=Foreign%20Exchange%20Risk) VPG has significant foreign currency exposure, with a hypothetical 10% adverse movement impacting net earnings by $3.7 million - Significant foreign currency exposures include the British pound, Canadian dollar, Chinese renminbi, euro, Indian rupee, Israeli shekel, Japanese yen, Swedish krona, and Taiwanese dollar[295](index=295&type=chunk) - Exposure is more pronounced in Israel and India, where local currency costs are high but sales are predominantly in US dollars[296](index=296&type=chunk) - A hypothetical **10% adverse movement** in foreign currency exchange rates would impact net earnings by approximately **$37 million** for the year ended December 31, 2023[297](index=297&type=chunk) [Commodity Price Risk](index=46&type=section&id=Commodity%20Price%20Risk) The company faces commodity price risk, where a 10%
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Vishay Precision Group, Inc. (NYSE:VPG) Q4 2023 Earnings Conference Call February 14, 2024 9:00 AM ET Company Participants Steve Cantor - Senior Director of Investor Relations Ziv Shoshani - President and Chief Executive Officer William Clancy - Executive Vice President and Chief Financial Officer Conference Call Participants Griffin Boss - B. Riley Securities John Franzreb - Sidoti & Company, LLC Operator Good morning, everyone, and welcome to the VPG Fourth Quarter and FY2023 Earnings Call. My name is [Ch ...
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Financial Performance - Net revenues were $88.9 million, a 1.4% increase year-over-year from $87.7 million, but a 7.7% decrease sequentially from $96.2 million[8, 9] - Adjusted gross margin was 41.9%, improving from 41.0% in the prior year and 41.5% in 4Q22[8, 9] - Adjusted net earnings per diluted share grew 6.1% year-over-year to $0.52[8, 9] - Adjusted EBITDA was $14.1 million, representing 15.9% of revenue[8, 9] Segment Highlights - Sensors' revenues increased 1.1% sequentially, with adjusted gross margin at 41.2%[10, 11] - Weighing Solutions' revenues decreased 2.8% year-over-year to $31.9 million, with adjusted gross margin at 34.9%[13, 14] - Measurement Systems' revenues increased 18.3% year-over-year, but declined 24.4% sequentially, with adjusted gross profit margin at 54.1%[16, 20, 21] Orders and Backlog - Consolidated book-to-bill ratio was 0.94x, reflecting orders of $83.1 million[8, 9] - End-of-period backlog stood at $150.4 million[8, 9] - Measurement Systems' orders grew 30.0% from 4Q22, resulting in a book-to-bill of 1.21x[21]