8-K
Vishay Precision Group, Inc. (VPG)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
| Date of Report (Date of Earliest Event Reported): | August 8, 2022 |
|---|
Vishay Precision Group, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 1-34679 | 27-0986328 | |||
|---|---|---|---|---|---|
| (State or Other Jurisdiction of | (Commission File Number) | (I.R.S. Employer Identification | |||
| Incorporation or Organization) | Number) | 3 Great Valley Parkway, Suite 150 | |||
| --- | --- | ||||
| Malvern, PA | 19355 | ||||
| (Address of Principal Executive Offices) | (Zip Code) |
(484) 321-5300
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | ||
| --- | --- | ||||
| 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. ¨ |
Item 2.02 Results of Operations and Financial Conditions.
Vishay Precision Group, Inc. (the "Company") issued a press release on August 8, 2022 announcing results for the second quarter of fiscal 2022. The Company will hold a conference call at 9:00 a.m. Eastern time on August 9, 2022 to discuss its results for the second quarter of fiscal 2022. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K and shall not be deemed to be “filed” for any purpose.
Item 8.01 Other Events.
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 will 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.
A copy of the press release announcing the adoption of the Stock Repurchase Plan is attached hereto as Exhibit 99.2 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release, dated August 8, 2022. |
| 99.2 | Press release, dated August 8, 2022 for the Stock Repurchase Plan. |
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 hereunto duly authorized.
| Vishay Precision Group, Inc. | ||
|---|---|---|
| Date: August 8, 2022 | By: | /s/ William M. Clancy |
| Name: William M. Clancy | ||
| Title: Executive Vice President and Chief | ||
| Financial Officer |
Document
Exhibit 99.1
For Immediate Release
VPG Reports Fiscal 2022 Second Quarter Results;
Stock Repurchase Authorization Announced
MALVERN, Pa. (August 8, 2022) - Vishay Precision Group, Inc. (NYSE: VPG), a leader in precision measurement sensing technologies, today announced its results for its fiscal 2022 second quarter ended July 2, 2022.
Second Fiscal Quarter Highlights:
•Revenues of $88.6 million increased 17.6% from a year ago.
•Gross profit margin was 42.1%, as compared to 39.6% reported a year ago.
•Adjusted gross profit margin* was 42.9%, as compared to 42.3% reported a year ago.
•Operating margin was 11.9%, as compared to 6.5% reported a year ago.
•Adjusted operating margin* was 13.7%, as compared to 12.2% reported a year ago.
•Diluted net earnings per share of $0.79 compared to $0.29 reported a year ago.
•Adjusted diluted net earnings per share* of $0.68 compared to $0.49 reported a year ago.
•EBITDA* was $17.6 million with an EBITDA margin* of 19.8%.
•Adjusted EBITDA* was $15.8 million with an adjusted EBITDA margin* of 17.8%.
•Book-to-bill ratio was 1.08.
•Cash from operating activities was $9.0 million with adjusted free cash flow* of $4.9 million.
Ziv Shoshani, Chief Executive Officer of VPG, commented, "We are pleased to report another strong quarter for VPG, as we executed well and grew our revenue both sequentially and year-over-year. We ended the quarter with record-level backlog of $171.4 million, which positions us well for the second half of the year. We achieved these results despite the headwind of unfavorable foreign exchange rates."
Mr. Shoshani said: "Adjusted diluted net earnings per share* of $0.68 reached a record level, and we achieved record adjusted EBITDA* of $15.8 million, or an adjusted EBITDA margin* of 17.8%. We continue to invest in our long-term growth and cost-savings initiatives as we address expanding applications and markets for our precision measurement sensing technologies."
VPG Announces Stock Repurchase Authorization:
The Company also announced today that its Board of Directors has approved a stock repurchase plan, authorizing the Company to repurchase in aggregate up to 600,000 shares of its outstanding common stock.
Marc Zandman, VPG’s Chairman of the Board said, “This authorization reflects our commitment to maximize long-term value for our stockholders by strategically allocating our capital. We believe that our business strategy, strong balance sheet, and cash generation capability can support investments in current operations and value-adding M&A, as well as share repurchases such as the plan announced today.”
Second Fiscal Quarter and Six Month Financial Trends:
The Company's second fiscal quarter 2022 net earnings attributable to VPG stockholders were $10.8 million, or $0.79 per diluted share, compared to $3.9 million, or $0.29 per diluted share, in the second fiscal quarter of 2021.
In the six fiscal months ended July 2, 2022 net earnings attributable to VPG stockholders were $17.1 million, or $1.25 per diluted share, compared to $8.9 million, or $0.65 per diluted share, in the six fiscal months ended July 3, 2021.
The second fiscal quarter 2022 adjusted net earnings* attributable to VPG stockholders were $9.3 million, or $0.68 per adjusted diluted net earnings per share*, compared to $6.7 million, or $0.49 per adjusted diluted net earnings per share* in the second fiscal quarter of 2021.
In the six fiscal months ended July 2, 2022 adjusted net earnings* attributable to VPG stockholders were $16.0 million, or $1.17 per adjusted diluted net earnings per share*, compared to $10.9 million, or $0.80 per adjusted diluted net earnings per share* in the six fiscal months ended July 3, 2021.
Segment Performance:
The Sensors segment revenue of $40.3 million in the second fiscal quarter of 2022 increased 29.2% from $31.2 million in the second fiscal quarter of 2021; sequentially, revenue increased 6.7% compared to $37.8 million in the first quarter of 2022. The year-over-year increase in revenues was primarily attributable to higher sales of precision resistors in the Test and Measurements market and higher revenue of our advanced sensors products primarily in Other markets (mainly for consumer and medical applications) and in our General Industrial markets for energy applications. Sequentially, the increase in revenues reflected revenue growth in our sales of precision resistors in the Test and Measurement market, partially offset by a decrease in revenues for precision resistors in the Avionics, Military and Space market.
Gross profit margin for the Sensors segment was 44.3% for the second fiscal quarter of 2022. Gross profit margin increased compared to 38.9% (or 42.9% adjusted to exclude the impact of $1.3 million of advanced sensors facility start-up costs and COVID-19-related costs) in the second fiscal quarter of 2021, and increased compared to 37.8% (or 38.6% adjusted to exclude the impact of $0.3 million of advanced sensors facility start-up costs and COVID-19 related costs) in the first fiscal quarter of 2022. The year-over-year increase in adjusted gross profit margin* was primarily due to higher volume partially offset by unfavorable foreign exchange rates, wage increases, and labor inefficiencies due to the hiring of new personnel. Sequentially, the higher adjusted gross profit margin* was primarily due to higher volume and labor efficiencies.
The Weighing Solutions segment revenue of $28.5 million in the second fiscal quarter of 2022 decreased 10.2% compared to $31.7 million in the second fiscal quarter of 2021 and was 13.1% lower than $32.8 million in the first quarter of 2022. The year-over-year and sequential decreases in revenues were primarily attributable to a decrease in revenue related to force sensor products to our OEM customers in our Other markets and lower sales of onboard weighing products to the Transportation market.
Gross profit margin for the Weighing Solutions segment was 33.7% for the second fiscal quarter of 2022, which was a decrease compared to 37.2% (or 37.6% adjusted to exclude the impact of COVID-19) in the second fiscal quarter of 2021, and a decrease compared to 36.9% in the first fiscal quarter of 2022. The year-over-year decrease in adjusted gross profit margin* was primarily due to lower volume, unfavorable foreign exchange rates, and unfavorable product mix. The sequential decrease in adjusted gross profit margin* was primarily due to lower volume and an unfavorable product mix.
The Measurement Systems segment revenue of $19.9 million in the second fiscal quarter of 2022 increased 59.2% year-over-year from $12.5 million in the second fiscal quarter of 2021 and was 15.9% higher than $17.1 million in the first fiscal quarter of 2022. The year-over-year increase in revenue was primarily attributable to the addition of revenue from Diversified Technical Systems, Inc. ("DTS"), which was acquired on June 1, 2021, and higher revenue of our KELK and Dynamic Systems, Inc. ("DSI") steel-related businesses. Sequentially, the increase in revenue was primarily due to the higher revenue of KELK and DSI products to the Steel market.
Gross profit margin for the Measurement Systems segment was 49.9% (or 53.3% adjusted to exclude the $0.7 million of purchase accounting adjustments related to the DTS acquisition), compared to 47.1% (or 52.5% adjusted to exclude the purchase accounting adjustment related to the DTS acquisition and the impact of COVID-19 of $0.7 million), in the second fiscal quarter of 2021, and 51.8% (or 54.1% adjusted to exclude the $0.4 million of purchase accounting adjustments related to the DTS acquisition) in the first fiscal quarter of 2022. The year-over-year increase in adjusted gross profit margin* was mainly due to higher revenue, partially offset by an unfavorable foreign exchange rate and a full quarter of costs for DTS compared to one month in the prior year period. Adjusted gross profit margin* sequentially reflected higher volume which was offset by unfavorable product mix and a reduction in inventory.
Impacts from the Global COVID-19 Pandemic:
As of August 8, 2022, all of the Company’s facilities are open and operational. Nonetheless, given the ongoing uncertainty concerning the magnitude and duration of the COVID-19 pandemic around the world, any ongoing economic disruption may adversely affect the Company’s business and financial results.
Near-Term Outlook:
“We expect net revenues to grow sequentially and be in the range of $90 million to $100 million for the third fiscal quarter of 2022, at constant second fiscal quarter 2022 exchange rates,” concluded Mr. Shoshani.
*Use of Non-GAAP Financial Information:
We define “adjusted gross profit margin" as gross profit margin before purchase accounting adjustments related to the DTS and DSI acquisitions, start-up costs related to our new advanced sensors facility, and COVID-19 costs. We define "adjusted operating margin" as operating margin before purchase accounting adjustments related to the DTS and DSI acquisitions, acquisition costs related to the DTS acquisition, start-up costs related to our new advanced sensors facility, COVID-19 costs, impairment of goodwill and indefinite-lived intangibles, and restructuring costs. We define "adjusted net earnings” and "adjusted diluted net earnings per share" as net earnings attributable to VPG stockholders before purchase accounting adjustments related to the DTS and DSI acquisitions, acquisition costs related to the DTS acquisition, start-up costs related to our new advanced sensors facility, COVID-19 costs, impairment of goodwill and indefinite-lived intangibles, restructuring costs, foreign exchange gains and losses, and associated tax effects. We define "EBITDA" as earnings before interest, taxes, depreciation, and amortization. We define "Adjusted EBITDA" as earnings before interest, taxes, depreciation, and amortization before purchase accounting adjustments related to the DTS and DSI acquisitions, acquisition costs related to the DTS acquisition, start-up costs related to our new advanced sensors facility, COVID-19 costs, impairment of goodwill and indefinite-lived intangibles, restructuring costs, foreign exchange gains and losses, and associated tax effects. "Adjusted free cash flow" for the second fiscal quarter of 2022 is defined as the amount of cash generated from operating activities ($9.0 million), in excess of our capital expenditures ($4.5 million), net of proceeds, if any, from the sale of assets ($0.4 million).
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. These reconciling items are indicated on the accompanying reconciliation schedules and are more fully described in VPG’s financial statements presented in our Annual Report on Form 10-K and our Quarterly Reports on Forms 10-Q.
Conference Call and Webcast:
A conference call will be held on Tuesday, August 9, 2022 at 9:00 a.m. ET (8:00 a.m. CT). To access the conference call, interested parties may call 1-844-200-6205 or internationally +1-929-526-1599 and use passcode 289177, or log on to the investor relations page of the VPG website at ir.vpgsensors.com. A replay will be available approximately one hour after the completion of the call by calling toll-free 1-866-813-9403 or internationally +1-929-458-6194 and by using passcode 615215. The replay will also be available on the “Events” page of investor relations section of the VPG website at ir.vpgsensors.com.
About VPG:
Vishay Precision Group, Inc. (VPG) is a leader in precision measurement sensing technologies. Our sensors, weighing solutions and measurement systems optimize and enhance our customers’ product performance across a broad array of markets to make our world safer, smarter, and more productive. To learn more, visit VPG at www.vpgsensors.com and follow us on LinkedIn.
Forward-Looking Statements:
From time to time, information provided by us, including, but not limited to, statements in this press release, or other statements made by or on our behalf, may contain or constitute "forward-looking" information within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements involve a number of risks, uncertainties, and contingencies, many of which are beyond our control, which may cause actual results, performance, or achievements to differ materially from those anticipated.
Such statements are based on current expectations only, and are subject to certain risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, expected, estimated, or projected. Among the factors that could cause actual results to materially differ include: general business and economic conditions; impact of inflation, global labor and supply chain challenges; difficulties or delays in identifying, negotiating and completing acquisitions and integrating acquired companies; the inability to realize anticipated synergies and expansion possibilities; difficulties in new product development; changes in competition and technology in the markets that we serve and the mix of our products required to address these changes; changes in foreign currency exchange rates; political, economic, health (including the COVID-19 pandemic) and military instability in the countries in which we operate; difficulties in implementing our cost reduction strategies, such as underutilization of production facilities, labor unrest or legal challenges to our lay-off or termination plans, operation of redundant facilities due to difficulties in transferring production to achieve efficiencies; our compliance with applicable laws, such as export control laws, and related governmental investigations; significant developments from the recent and potential changes in tariffs and trade regulation; our efforts and efforts by governmental authorities to mitigate the COVID-19 pandemic, such as travel bans, shelter-in-place orders and business closures and the related impact on resource allocations, manufacturing and supply chains; our status as a “critical”, “essential” or “life-sustaining” business in light of COVID-19 business closure laws, orders and guidance being challenged by a governmental body or other applicable authority; our ability to execute our new corporate strategy and business continuity, operational and budget plans; and other factors affecting our operations, markets, products, services, and prices that are set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
Contact:
Steve Cantor
Vishay Precision Group, Inc.
781-222-3516
info@vpgsensors.com
| VISHAY PRECISION GROUP, INC. | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Consolidated Condensed Statements of Operations | ||||||||||||||||||||
| (Unaudited - In thousands, except per share amounts) | ||||||||||||||||||||
| Fiscal quarter ended | ||||||||||||||||||||
| July 2, 2022 | July 3, 2021 | |||||||||||||||||||
| Net revenues | $ | 88,618 | $ | 75,339 | ||||||||||||||||
| Costs of products sold | 51,284 | 45,541 | ||||||||||||||||||
| Gross profit | 37,334 | 29,798 | ||||||||||||||||||
| Gross profit margin | 42.1 | % | 39.6 | % | ||||||||||||||||
| Selling, general, and administrative expenses | 25,879 | 22,453 | ||||||||||||||||||
| Acquisition costs | — | 1,198 | ||||||||||||||||||
| Impairment of goodwill and indefinite-lived intangibles | — | 1,223 | ||||||||||||||||||
| Restructuring costs | 904 | — | ||||||||||||||||||
| Operating income | 10,551 | 4,924 | ||||||||||||||||||
| Operating margin | 11.9 | % | 6.5 | % | ||||||||||||||||
| Other income (expense): | ||||||||||||||||||||
| Interest expense | (428) | (273) | ||||||||||||||||||
| Other | 3,344 | (326) | ||||||||||||||||||
| Other income (expense) | 2,916 | (599) | ||||||||||||||||||
| Income before taxes | 13,467 | 4,325 | ||||||||||||||||||
| Income tax expense | 2,587 | 262 | ||||||||||||||||||
| Net earnings | 10,880 | 4,063 | ||||||||||||||||||
| Less: net earnings attributable to noncontrolling interests | 125 | 143 | ||||||||||||||||||
| Net earnings attributable to VPG stockholders | $ | 10,755 | $ | 3,920 | ||||||||||||||||
| Basic earnings per share attributable to VPG stockholders | $ | 0.79 | $ | 0.29 | ||||||||||||||||
| Diluted earnings per share attributable to VPG stockholders | $ | 0.79 | $ | 0.29 | ||||||||||||||||
| Weighted average shares outstanding - basic | 13,648 | 13,618 | ||||||||||||||||||
| Weighted average shares outstanding - diluted | 13,692 | 13,646 | ||||||||||||||||||
| VISHAY PRECISION GROUP, INC. | ||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | ||||||||||||||
| Consolidated Condensed Statements of Operations | ||||||||||||||||||||
| (Unaudited - In thousands, except per share amounts) | ||||||||||||||||||||
| Six fiscal months ended | ||||||||||||||||||||
| July 2, 2022 | July 3, 2021 | |||||||||||||||||||
| Net revenues | $ | 176,283 | $ | 145,928 | ||||||||||||||||
| Costs of products sold | 103,699 | 87,508 | ||||||||||||||||||
| Gross profit | 72,584 | 58,420 | ||||||||||||||||||
| Gross profit margin | 41.2 | % | 40.0 | % | ||||||||||||||||
| Selling, general, and administrative expenses | 52,553 | 44,636 | ||||||||||||||||||
| Acquisition costs | — | 1,198 | ||||||||||||||||||
| Impairment of goodwill and indefinite-lived intangibles | — | 1,223 | ||||||||||||||||||
| Restructuring costs | 1,165 | — | ||||||||||||||||||
| Operating income | 18,866 | 11,363 | ||||||||||||||||||
| Operating margin | 10.7 | % | 7.8 | % | ||||||||||||||||
| Other income (expense): | ||||||||||||||||||||
| Interest expense | (757) | (578) | ||||||||||||||||||
| Other | 3,783 | 247 | ||||||||||||||||||
| Other income (expense) | 3,026 | (331) | ||||||||||||||||||
| Income before taxes | 21,892 | 11,032 | ||||||||||||||||||
| Income tax expense | 4,328 | 2,026 | ||||||||||||||||||
| Net earnings | 17,564 | 9,006 | ||||||||||||||||||
| Less: net earnings attributable to noncontrolling interests | 453 | 125 | ||||||||||||||||||
| Net earnings attributable to VPG stockholders | $ | 17,111 | $ | 8,881 | ||||||||||||||||
| Basic earnings per share attributable to VPG stockholders | $ | 1.25 | $ | 0.65 | ||||||||||||||||
| Diluted earnings per share attributable to VPG stockholders | $ | 1.25 | $ | 0.65 | ||||||||||||||||
| Weighted average shares outstanding - basic | 13,643 | 13,605 | ||||||||||||||||||
| Weighted average shares outstanding - diluted | 13,684 | 13,638 | ||||||||||||||||||
| VISHAY PRECISION GROUP, INC. | ||||||||||||||||||||
| --- | --- | --- | --- | --- | ||||||||||||||||
| Consolidated Condensed Balance Sheets | ||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||
| July 2, 2022 | December 31, 2021 | |||||||||||||||||||
| (Unaudited) | ||||||||||||||||||||
| Assets | ||||||||||||||||||||
| Current assets: | ||||||||||||||||||||
| Cash and cash equivalents | $ | 79,429 | $ | 84,335 | ||||||||||||||||
| Accounts receivable, net | 58,674 | 58,265 | ||||||||||||||||||
| Inventories: | ||||||||||||||||||||
| Raw materials | 29,484 | 25,464 | ||||||||||||||||||
| Work in process | 28,126 | 23,851 | ||||||||||||||||||
| Finished goods | 26,728 | 27,112 | ||||||||||||||||||
| Inventories, net | 84,338 | 76,427 | ||||||||||||||||||
| Prepaid expenses and other current assets | 15,228 | 15,916 | ||||||||||||||||||
| Total current assets | 237,669 | 234,943 | ||||||||||||||||||
| Property and equipment: | ||||||||||||||||||||
| Land | 4,119 | 4,241 | ||||||||||||||||||
| Buildings and improvements | 68,339 | 68,778 | ||||||||||||||||||
| Machinery and equipment | 122,388 | 122,202 | ||||||||||||||||||
| Software | 9,303 | 8,871 | ||||||||||||||||||
| Construction in progress | 8,305 | 7,747 | ||||||||||||||||||
| Accumulated depreciation | (130,506) | (130,619) | ||||||||||||||||||
| Property and equipment, net | 81,948 | 81,220 | ||||||||||||||||||
| Goodwill | 45,872 | 45,830 | ||||||||||||||||||
| Intangible assets, net | 50,426 | 52,437 | ||||||||||||||||||
| Operating lease right-of-use assets | 25,783 | 27,764 | ||||||||||||||||||
| Other assets | 16,680 | 19,695 | ||||||||||||||||||
| Total assets | $ | 458,378 | $ | 461,889 | ||||||||||||||||
| VISHAY PRECISION GROUP, INC. | ||||||||||||||||||||
| --- | --- | --- | --- | --- | ||||||||||||||||
| Consolidated Condensed Balance Sheets | ||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||
| July 2, 2022 | December 31, 2021 | |||||||||||||||||||
| (Unaudited) | ||||||||||||||||||||
| Liabilities and equity | ||||||||||||||||||||
| Current liabilities: | ||||||||||||||||||||
| Trade accounts payable | $ | 13,172 | $ | 14,876 | ||||||||||||||||
| Payroll and related expenses | 17,872 | 23,772 | ||||||||||||||||||
| Other accrued expenses | 23,562 | 17,596 | ||||||||||||||||||
| Income taxes | 478 | 3,774 | ||||||||||||||||||
| Current portion of operating lease liabilities | 4,343 | 4,610 | ||||||||||||||||||
| Total current liabilities | 59,427 | 64,628 | ||||||||||||||||||
| Long-term debt, less current portion | 60,758 | 60,714 | ||||||||||||||||||
| Deferred income taxes | 6,096 | 5,848 | ||||||||||||||||||
| Operating lease liabilities | 21,749 | 25,140 | ||||||||||||||||||
| Other liabilities | 14,157 | 16,264 | ||||||||||||||||||
| Accrued pension and other postretirement costs | 10,841 | 12,253 | ||||||||||||||||||
| Total liabilities | 173,028 | 184,847 | ||||||||||||||||||
| Commitments and contingencies | ||||||||||||||||||||
| Equity: | ||||||||||||||||||||
| Common stock | 1,325 | 1,322 | ||||||||||||||||||
| Class B convertible common stock | 103 | 103 | ||||||||||||||||||
| Treasury stock | (8,765) | (8,765) | ||||||||||||||||||
| Capital in excess of par value | 199,749 | 199,151 | ||||||||||||||||||
| Retained earnings | 137,407 | 120,296 | ||||||||||||||||||
| Accumulated other comprehensive loss | (44,581) | (35,008) | ||||||||||||||||||
| Total Vishay Precision Group, Inc. stockholders' equity | 285,238 | 277,099 | ||||||||||||||||||
| Noncontrolling interests | 112 | (57) | ||||||||||||||||||
| Total equity | 285,350 | 277,042 | ||||||||||||||||||
| Total liabilities and equity | $ | 458,378 | $ | 461,889 | ||||||||||||||||
| VISHAY PRECISION GROUP, INC. | ||||||||||||||||||||
| --- | --- | --- | --- | --- | ||||||||||||||||
| Consolidated Condensed Statements of Cash Flows | ||||||||||||||||||||
| (Unaudited - In thousands) | ||||||||||||||||||||
| Six Fiscal Months Ended | ||||||||||||||||||||
| July 2, 2022 | July 3, 2021 | |||||||||||||||||||
| Operating activities | ||||||||||||||||||||
| Net earnings | $ | 17,564 | $ | 9,006 | ||||||||||||||||
| Adjustments to reconcile net earnings to net cash provided by operating activities: | ||||||||||||||||||||
| Impairment of goodwill and indefinite-lived intangibles | — | 1,223 | ||||||||||||||||||
| Depreciation and amortization | 7,622 | 7,108 | ||||||||||||||||||
| Loss (gain) on sale of property and equipment | (178) | 44 | ||||||||||||||||||
| Reclassification of foreign currency translation adjustment related to disposal of subsidiary | 191 | — | ||||||||||||||||||
| Share-based compensation expense | 1,024 | 942 | ||||||||||||||||||
| Inventory write-offs for obsolescence | 866 | 1,135 | ||||||||||||||||||
| Deferred income taxes | 1,116 | (1,110) | ||||||||||||||||||
| Other | (3,485) | (1,820) | ||||||||||||||||||
| Net changes in operating assets and liabilities: | ||||||||||||||||||||
| Accounts receivable, net | (3,434) | (776) | ||||||||||||||||||
| Inventories, net | (10,739) | (7,744) | ||||||||||||||||||
| Prepaid expenses and other current assets | 254 | 314 | ||||||||||||||||||
| Trade accounts payable | 14 | 1,715 | ||||||||||||||||||
| Other current liabilities | (2,059) | 2,341 | ||||||||||||||||||
| Net cash provided by operating activities | 8,756 | 12,378 | ||||||||||||||||||
| Investing activities | ||||||||||||||||||||
| Capital expenditures | (8,815) | (8,309) | ||||||||||||||||||
| Proceeds from sale of property and equipment | 380 | 16 | ||||||||||||||||||
| Purchase of business, net of cash acquired | — | (47,216) | ||||||||||||||||||
| Net cash used in investing activities | (8,435) | (55,509) | ||||||||||||||||||
| Financing activities | ||||||||||||||||||||
| Principal payments on long-term debt | — | (18) | ||||||||||||||||||
| Proceeds from revolving facility | — | 20,000 | ||||||||||||||||||
| Distributions to noncontrolling interests | (284) | (167) | ||||||||||||||||||
| Payments of employee taxes on certain share-based arrangements | (435) | (846) | ||||||||||||||||||
| Net cash (used in) provided by financing activities | (719) | 18,969 | ||||||||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | (4,508) | (820) | ||||||||||||||||||
| Decrease in cash and cash equivalents | (4,906) | (24,982) | ||||||||||||||||||
| Cash and cash equivalents at beginning of period | 84,335 | 98,438 | ||||||||||||||||||
| Cash and cash equivalents at end of period | $ | 79,429 | $ | 73,456 | ||||||||||||||||
| Supplemental disclosure of investing transactions: | ||||||||||||||||||||
| Capital expenditures purchased | $ | (8,432) | $ | (6,353) | ||||||||||||||||
| Capital expenditures accrued but not yet paid | $ | 2,684 | $ | 606 | ||||||||||||||||
| VISHAY PRECISION GROUP, INC. | ||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Reconciliation of Consolidated Adjusted Gross Profit, Operating Income, Net Earnings Attributable to VPG Stockholders and Diluted Earnings Per Share | ||||||||||||||||||||
| (Unaudited - In thousands) | ||||||||||||||||||||
| Gross Profit | Operating Income | Net Earnings Attributable to VPG Stockholders | Diluted Earnings Per share | |||||||||||||||||
| Three months ended | July 2, 2022 | July 3, 2021 | July 2, 2022 | July 3, 2021 | July 2, 2022 | July 3, 2021 | July 2, 2022 | July 3, 2021 | ||||||||||||
| As reported - GAAP | $ | 37,334 | $ | 29,798 | $ | 10,551 | $ | 4,924 | $ | 10,755 | $ | 3,920 | $ | 0.79 | $ | 0.29 | ||||
| As reported - GAAP Margins | 42.1 | % | 39.6 | % | 11.9 | % | 6.5 | % | ||||||||||||
| Acquisition purchase accounting adjustments | 679 | 919 | 679 | 919 | 679 | 919 | 0.05 | 0.07 | ||||||||||||
| Acquisition costs | — | — | 1,198 | — | 1,198 | — | 0.09 | |||||||||||||
| COVID-19 impact | — | (26) | — | (242) | — | (242) | — | (0.02) | ||||||||||||
| Start-up costs | — | 1,159 | — | 1,159 | — | 1,159 | — | 0.08 | ||||||||||||
| Impairment of goodwill and indefinite-lived intangibles | — | — | 1,223 | — | 1,223 | — | 0.09 | |||||||||||||
| Restructuring costs | — | 904 | — | 904 | — | 0.07 | — | |||||||||||||
| Foreign exchange (gain)/loss | — | — | (3,380) | 174 | (0.25) | 0.01 | ||||||||||||||
| Less: Tax effect of reconciling items and discrete tax items | — | — | (377) | 1,639 | (0.02) | 0.12 | ||||||||||||||
| As Adjusted - Non GAAP | $ | 38,013 | $ | 31,850 | $ | 12,134 | $ | 9,181 | $ | 9,335 | $ | 6,712 | $ | 0.68 | $ | 0.49 | ||||
| As Adjusted - Non GAAP Margins | 42.9 | % | 42.3 | % | 13.7 | % | 12.2 | % | ||||||||||||
| VISHAY PRECISION GROUP, INC. | ||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Reconciliation of Consolidated Adjusted Gross Profit, Operating Income, Net Earnings Attributable to VPG Stockholders and Diluted Earnings Per Share | ||||||||||||||||||||
| (Unaudited - In thousands) | ||||||||||||||||||||
| Gross Profit | Operating Income | Net Earnings Attributable to VPG Stockholders | Diluted Earnings Per share | |||||||||||||||||
| Six fiscal months ended | July 2, 2022 | July 3, 2021 | July 2, 2022 | July 3, 2021 | July 2, 2022 | July 3, 2021 | July 2, 2022 | July 3, 2021 | ||||||||||||
| As reported - GAAP | $ | 72,584 | $ | 58,420 | $ | 18,866 | $ | 11,363 | $ | 17,111 | $ | 8,881 | $ | 1.25 | $ | 0.65 | ||||
| As reported - GAAP Margins | 41.2 | % | 40.0 | % | 10.7 | % | 7.8 | % | ||||||||||||
| Acquisition purchase accounting adjustments | 1,050 | 930 | 1,050 | 930 | 1,050 | 930 | 0.08 | 0.07 | ||||||||||||
| Acquisition costs | — | — | 1,198 | — | 1,198 | — | 0.09 | |||||||||||||
| COVID-19 impact | 138 | (177) | 138 | (685) | 138 | (685) | 0.01 | (0.05) | ||||||||||||
| Start-up costs | 150 | 1,288 | 150 | 1,288 | 150 | 1,288 | 0.01 | 0.09 | ||||||||||||
| Impairment of goodwill and indefinite-lived intangibles | — | — | — | 1,223 | — | 1,223 | — | 0.09 | ||||||||||||
| Restructuring costs | 1,165 | — | 1,165 | — | 0.09 | — | ||||||||||||||
| Foreign exchange (gain)/loss | (3,934) | (561) | (0.29) | (0.04) | ||||||||||||||||
| Less: Tax effect of reconciling items and discrete tax items | (302) | 1,406 | (0.02) | 0.10 | ||||||||||||||||
| As Adjusted - Non GAAP | $ | 73,922 | $ | 60,461 | $ | 21,369 | $ | 15,317 | $ | 15,982 | $ | 10,868 | 1.17 | $ | 0.80 | |||||
| As Adjusted - Non GAAP Margins | 41.9 | % | 41.4 | % | 12.1 | % | 10.5 | % | ||||||||||||
| VISHAY PRECISION GROUP, INC. | ||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |||||||||||
| Reconciliation of Adjusted Gross Profit by segment | ||||||||||||||||||||
| (Unaudited - In thousands) | ||||||||||||||||||||
| Fiscal quarter ended | ||||||||||||||||||||
| July 2, 2022 | July 3, 2021 | April 2, 2022 | ||||||||||||||||||
| Sensors | ||||||||||||||||||||
| As reported - GAAP | $ | 17,831 | $ | 12,120 | $ | 14,286 | ||||||||||||||
| As reported - GAAP Margins | 44.3 | % | 38.9 | % | 37.8 | % | ||||||||||||||
| COVID-19 impact | — | 94 | 121 | |||||||||||||||||
| Start-up costs | $ | — | $ | 1,159 | $ | 150 | ||||||||||||||
| As Adjusted - Non GAAP | $ | 17,831 | $ | 13,373 | $ | 14,557 | ||||||||||||||
| As Adjusted - Non GAAP Margins | 44.3 | % | 42.9 | % | 38.6 | % | ||||||||||||||
| Weighing Solutions | ||||||||||||||||||||
| As reported - GAAP | $ | 9,585 | $ | 11,791 | $ | 12,079 | ||||||||||||||
| As reported - GAAP Margins | 33.7 | % | 37.2 | % | 36.9 | % | ||||||||||||||
| COVID-19 impact | — | 127 | — | |||||||||||||||||
| As Adjusted - Non GAAP | $ | 9,585 | $ | 11,918 | $ | 12,079 | ||||||||||||||
| As Adjusted - Non GAAP Margins | 33.7 | % | 37.6 | % | 36.9 | % | ||||||||||||||
| Measurement Systems | ||||||||||||||||||||
| As reported - GAAP | $ | 9,918 | $ | 5,887 | $ | 8,885 | ||||||||||||||
| As reported - GAAP Margins | 49.9 | % | 47.1 | % | 51.8 | % | ||||||||||||||
| Acquisition purchase accounting adjustments | 679 | 919 | 371 | |||||||||||||||||
| COVID-19 impact | — | (247) | 17 | |||||||||||||||||
| As Adjusted - Non GAAP | $ | 10,597 | $ | 6,559 | $ | 9,273 | ||||||||||||||
| As Adjusted - Non GAAP Margins | 53.3 | % | 52.5 | % | 54.1 | % | ||||||||||||||
| VISHAY PRECISION GROUP, INC. | ||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |||||||||||
| Reconciliation of Adjusted EBITDA | ||||||||||||||||||||
| (Unaudited - In thousands) | ||||||||||||||||||||
| Fiscal quarter ended | ||||||||||||||||||||
| July 2, 2022 | July 3, 2021 | April 2, 2022 | ||||||||||||||||||
| Net earnings attributable to VPG stockholders | $ | 10,755 | $ | 3,920 | $ | 6,356 | ||||||||||||||
| Interest Expense | 428 | 273 | 329 | |||||||||||||||||
| Income tax expense | 2,587 | 262 | 1,741 | |||||||||||||||||
| Depreciation | 2,832 | 2,829 | 2,853 | |||||||||||||||||
| Amortization | 967 | 757 | 970 | |||||||||||||||||
| EBITDA | 17,569 | $ | 8,041 | $ | 12,249 | |||||||||||||||
| EBITDA MARGIN | 19.8 | % | 10.7 | % | 14.0 | % | ||||||||||||||
| Impairment of goodwill and indefinite-lived intangibles | — | 1,223 | — | |||||||||||||||||
| Acquisition purchase accounting adjustments | 679 | 919 | 371 | |||||||||||||||||
| Acquisition costs | — | 1,198 | — | |||||||||||||||||
| Restructuring costs | 904 | — | 261 | |||||||||||||||||
| COVID-19 impact | — | (242) | 138 | |||||||||||||||||
| Start-up costs | — | 1,159 | 150 | |||||||||||||||||
| Foreign exchange (gain)/loss | (3,380) | 174 | (554) | |||||||||||||||||
| ADJUSTED EBITDA | $ | 15,772 | $ | 12,472 | $ | 12,615 | ||||||||||||||
| ADJUSTED EBITDA MARGIN | 17.8 | % | 16.6 | % | 14.4 | % |
13
Document
Exhibit 99.2
VPG Announces Common Stock Repurchase Plan
MALVERN, Pa. (August 8, 2022) - Vishay Precision Group, Inc. (NYSE: VPG), a leader in precision measurement sensing technologies, announced that its Board of Directors has approved a stock repurchase plan, authorizing the Company to repurchase in aggregate up to 600,000 shares of its outstanding common stock until August 11, 2023.
In commenting on the repurchase plan, Marc Zandman, VPG’s Chairman of the Board said, “This authorization reflects our commitment to maximize long-term value for our stockholders by strategically allocating our capital. We believe that our business strategy, strong balance sheet, and cash generation capability can support investments in current operations and value-adding M&A, as well as share repurchases such as the plan announced today.”
Under the plan authorized by its Board of Directors, the Company may repurchase shares in open market purchases or through privately negotiated transactions, subject to market and business conditions, legal requirements, and other factors. The Company may enter into 10b5-1 plans in accordance with U.S. Securities and Exchange Commission rules to facilitate repurchases. This stock repurchase plan does not obligate the Company to acquire any particular amount of common stock, and it may be terminated or suspended at any time at the Board’s discretion.
The Company expects to fund share repurchases through cash on hand and cash generated from its operations and/or borrowings under the revolving portion of its credit facility. The Company had approximately 12.6 million shares of common stock and 1.0 million shares of Class B convertible common stock outstanding as of August 8, 2022.
About VPG
Vishay Precision Group, Inc. (VPG) is a leader in precision measurement sensing technologies. Our sensors, weighing solutions and measurement systems optimize and enhance our customers’ product performance across a broad array of markets to make our world safer, smarter, and more productive. To learn more, visit VPG at www.vpgsensors.com and follow us on LinkedIn.
Forward-Looking Statements:
From time to time, information provided by us, including, but not limited to, statements in this press release, or other statements made by or on our behalf, may contain or constitute "forward-looking" information within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements involve a number of risks, uncertainties, and contingencies, many of which are beyond our control, which may cause actual results, performance, or achievements to differ materially from those anticipated.
Such statements are based on current expectations only, and are subject to certain risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, expected, estimated, or projected. Among the factors that could cause actual results to materially differ include: general business and economic conditions; impact of inflation, global labor and supply chain challenges; difficulties or delays in identifying, negotiating and completing acquisitions and integrating acquired companies; the inability to realize anticipated synergies and expansion possibilities; difficulties in new product development; changes in competition and technology in the markets that we serve and the mix of our products required to address these changes; changes in foreign currency exchange rates; political, economic, health (including the COVID-19 pandemic) and military instability in the countries in which we operate; difficulties in implementing our cost reduction strategies, such as underutilization of production facilities, labor unrest or legal challenges to our lay-off or termination plans, operation of redundant facilities due to difficulties in transferring production to achieve efficiencies; our compliance
Exhibit 99.2
with applicable laws, such as export control laws, and related governmental investigations; significant developments from the recent and potential changes in tariffs and trade regulation; our efforts and efforts by governmental authorities to mitigate the COVID-19 pandemic, such as travel bans, shelter-in-place orders and business closures and the related impact on resource allocations, manufacturing and supply chains; our status as a “critical”, “essential” or “life-sustaining” business in light of COVID-19 business closure laws, orders and guidance being challenged by a governmental body or other applicable authority; our ability to execute our new corporate strategy and business continuity, operational and budget plans; and other factors affecting our operations, markets, products, services, and prices that are set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
For Investors:
Vishay Precision Group
Steve Cantor, 781-222-3516
info@vpgsensors.com