3 unchanged sentences
(In thousands)
−Removed: June 28, 2025
+Added: September 27, 2025
December 31, 2024
1 unchanged sentence
Cash and cash equivalents
+Added: $ 86,253 $ 79,272
Accounts receivable, net
+Added: 59,608 51,200
Raw materials
+Added: 32,544 33,013
Work in process
+Added: 28,900 27,187
Finished goods
+Added: 24,519 23,960
Inventories, net
+Added: 85,963 84,160
Prepaid expenses and other current assets
−Removed: Assets held for sale
+Added: 20,514 17,088
+Added: Asset held for sale
Total current assets
+Added: 252,338 236,949
Property and equipment:
Buildings and improvements
+Added: 78,535 68,125
Machinery and equipment
+Added: 136,393 132,938
+Added: 11,497 10,351
Construction in progress
Accumulated depreciation
+Added: ( 155,715 ) ( 145,475 )
Property and equipment, net
+Added: 76,568 79,501
+Added: 47,270 46,819
Intangible assets, net
+Added: 39,156 41,815
Operating lease right-of-use assets
+Added: 22,768 24,316
+Added: 24,220 21,535
+Added: $ 462,320 $ 450,935
See accompanying notes.
2 unchanged sentences
(In thousands)
−Removed: June 28, 2025
+Added: September 27, 2025
December 31, 2024
2 unchanged sentences
Trade accounts payable
+Added: $ 10,788 $ 9,890
Payroll and related expenses
+Added: 19,736 18,546
Other accrued expenses
+Added: 24,159 19,725
Current portion of operating lease liabilities
Total current liabilities
+Added: 61,499 53,039
Long-term debt
+Added: 20,555 31,441
Deferred income taxes
Operating lease liabilities
+Added: 19,065 19,928
Other liabilities
+Added: 14,120 14,193
Accrued pension and other postretirement costs
Total liabilities
−Removed: Class B convertible common stock
−Removed: Treasury stock
+Added: 124,516 129,075
+Added: Common stock, par value $ 0.10 per share:
+Added: 25,000,000 shares authorized;
+Added: 12,256,197 shares outstanding as of September 27, 2025 and 12,215,668 shares outstanding as of December 31, 2024
+Added: Class B convertible common stock, par value $ 0.10 per share:
+Added: 3,000,000 shares authorized;
+Added: 1,022,887 shares outstanding as of September 27, 2025 and December 31, 2024
+Added: Treasury stock, at cost - 1,137,995 shares held at September 27, 2025 and December 31, 2024
+Added: ( 25,335 ) ( 25,335 )
Capital in excess of par value
+Added: 204,029 202,783
Retained earnings
+Added: 199,141 191,977
Accumulated other comprehensive loss
+Added: ( 41,520 ) ( 48,897 )
Total Vishay Precision Group, Inc.
stockholders' equity
+Added: 337,758 321,967
Noncontrolling interests
+Added: 337,804 321,860
Total liabilities and equity
+Added: $ 462,320 $ 450,935
See accompanying notes.
3 unchanged sentences
Fiscal Quarter Ended
−Removed: June 28, 2025
−Removed: June 29, 2024
+Added: September 27, 2025
+Added: September 28, 2024
+Added: $ 79,728 $ 75,727
Costs of products sold
+Added: 47,603 45,467
+Added: 32,125 30,260
Selling, general and administrative expenses
+Added: 27,296 26,337
+Added: Gain on asset held for sale
Restructuring costs
2 unchanged sentences
Interest expense
−Removed: Other (expense) income
+Added: ( 425 ) ( 648 )
+Added: 159 ( 2,646 )
+Added: Other expense
+Added: ( 266 ) ( 3,294 )
Income before taxes
Income tax expense
+Added: Net earnings (loss)
+Added: 7,932 ( 1,328 )
net earnings attributable to noncontrolling interests
−Removed: Net earnings attributable to VPG stockholders
−Removed: Basic earnings per share attributable to VPG stockholders
−Removed: Diluted earnings per share attributable to VPG stockholders
+Added: Net earnings (loss) attributable to VPG stockholders
+Added: $ 7,858 $ ( 1,351 )
+Added: Basic earnings (loss) per share attributable to VPG stockholders
+Added: $ 0.59 $ ( 0.10 )
+Added: Diluted earnings (loss) per share attributable to VPG stockholders
+Added: $ 0.59 $ ( 0.10 )
Weighted average shares outstanding - basic
+Added: 13,279 13,254
Weighted average shares outstanding - diluted
+Added: 13,344 13,254
See accompanying notes.
2 unchanged sentences
(Unaudited - In thousands, except per share amounts)
−Removed: Six Fiscal Months Ended
−Removed: June 28, 2025
−Removed: June 29, 2024
+Added: Nine Fiscal Months Ended
+Added: September 27, 2025
+Added: September 28, 2024
+Added: $ 226,630 $ 233,869
Costs of products sold
+Added: 136,866 136,108
+Added: 89,764 97,761
Selling, general and administrative expenses
+Added: 81,708 80,232
+Added: Gain on asset held for sale
Restructuring costs
Operating income
+Added: 12,807 16,665
Other (expense) income :
Interest expense
−Removed: Other (expense) income
−Removed: (Loss) Income before taxes
+Added: ( 1,525 ) ( 1,925 )
+Added: ( 1,781 ) 915
+Added: Other expense
+Added: ( 3,306 ) ( 1,010 )
+Added: Income before taxes
Income tax expense
−Removed: Net (loss) earnings
−Removed: net earnings (loss) attributable to noncontrolling interests
−Removed: Net (loss) earnings attributable to VPG stockholders
−Removed: Basic (loss) earnings per share attributable to VPG stockholders
−Removed: Diluted (loss) earnings per share attributable to VPG stockholders
+Added: net earnings attributable to noncontrolling interests
+Added: Net earnings attributable to VPG stockholders
+Added: $ 7,164 $ 9,143
+Added: Basic earnings per share attributable to VPG stockholders
+Added: $ 0.54 $ 0.68
+Added: Diluted earnings per share attributable to VPG stockholders
+Added: $ 0.54 $ 0.68
Weighted average shares outstanding - basic
+Added: 13,260 13,367
Weighted average shares outstanding - diluted
+Added: 13,307 13,405
See accompanying notes.
VISHAY PRECISION GROUP, INC.
−Removed: Consolidated Condensed Statements of Comprehensive Income (Loss)
+Added: Consolidated Condensed Statements of Comprehensive Income
(Unaudited - In thousands)
Fiscal Quarter Ended
−Removed: June 28, 2025
−Removed: June 29, 2024
−Removed: Other comprehensive income (loss), net of tax:
+Added: September 27, 2025
+Added: September 28, 2024
+Added: Net earnings (loss)
+Added: $ 7,932 $ ( 1,328 )
+Added: Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment
+Added: ( 1,806 ) 6,809
Pension and other postretirement actuarial items
−Removed: Other comprehensive income (loss)
+Added: Other comprehensive (loss) income
+Added: ( 1,804 ) 6,801
Comprehensive income
1 unchanged sentence
Comprehensive income attributable to VPG stockholders
+Added: $ 6,054 $ 5,450
See accompanying notes.
VISHAY PRECISION GROUP, INC.
−Removed: Consolidated Condensed Statements of Comprehensive Income (Loss)
+Added: Consolidated Condensed Statements of Comprehensive Income
(Unaudited - In thousands)
−Removed: Six Fiscal Months Ended
−Removed: June 28, 2025
−Removed: June 29, 2024
−Removed: Net (loss) earnings
+Added: Nine Fiscal Months Ended
+Added: September 27, 2025
+Added: September 28, 2024
+Added: $ 7,281 $ 9,146
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment
+Added: 7,363 ( 679 )
Pension and other postretirement actuarial items
Other comprehensive income (loss)
+Added: 7,377 ( 695 )
Comprehensive income
−Removed: comprehensive income (loss) attributable to noncontrolling interests
+Added: comprehensive income attributable to noncontrolling interests
Comprehensive income attributable to VPG stockholders
+Added: $ 14,541 $ 8,448
See accompanying notes.
2 unchanged sentences
(Unaudited - In thousands)
−Removed: Six Fiscal Months Ended
−Removed: June 28, 2025
−Removed: June 29, 2024
+Added: Nine Fiscal Months Ended
+Added: September 27, 2025
+Added: September 28, 2024
Operating activities
−Removed: Net (loss) earnings
+Added: $ 7,281 $ 9,146
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization
+Added: 11,878 11,771
Loss (gain) on sale of property and equipment
+Added: Gain on asset held for sale
Share-based compensation expense
Inventory write-offs for obsolescence
−Removed: Deferred income taxes
+Added: Deferred (expense) income taxes
+Added: ( 2,322 ) 512
Foreign currency impacts and other items
+Added: 270 ( 1,213 )
Net changes in operating assets and liabilities:
Accounts receivable
+Added: ( 6,223 ) 3,340
+Added: ( 2,084 ) ( 1,816 )
Prepaid expenses and other current assets
+Added: ( 2,863 ) ( 5,576 )
Trade accounts payable
Other current liabilities
+Added: 6,499 ( 3,921 )
Other non current assets and liabilities, net
+Added: ( 1,335 ) ( 767 )
Accrued pension and other postretirement costs, net
2 unchanged sentences
Capital expenditures
−Removed: Proceeds from sale of property and equipment
−Removed: Net cash used in investing activities
+Added: ( 4,953 ) ( 6,965 )
+Added: Proceeds from sale of asset held for sale and property and equipment
+Added: Net cash provided by (used in) investing activities
+Added: 5,938 ( 6,318 )
Financing activities
+Added: Repayments on revolving facility
+Added: Debt issuance costs
Purchase of treasury stock
−Removed: Distributions to noncontrolling interests
+Added: Contributions (distributions) from noncontrolling interests
Payments of employee taxes on certain share-based arrangements
+Added: ( 256 ) ( 860 )
Net cash used in financing activities
+Added: ( 11,220 ) ( 9,294 )
Effect of exchange rate changes on cash and cash equivalents
−Removed: Increase in cash and cash equivalents
+Added: 2,309 ( 315 )
+Added: Increase (Decrease) in cash and cash equivalents
+Added: 6,981 ( 2,888 )
Cash and cash equivalents at beginning of period
+Added: 79,272 83,965
Cash and cash equivalents at end of period
+Added: $ 86,253 $ 81,077
Supplemental disclosure of investing transactions:
Capital expenditures accrued but not yet paid
+Added: 1,239 $ 1,354
Supplemental disclosure of financing transactions:
5 unchanged sentences
Fiscal Quarter Ended
−Removed: June 28, 2025
+Added: September 27, 2025
Total VPG Inc.
3 unchanged sentences
Income (Loss)
−Removed: Balance at March 29, 2025
+Added: Balance at June 28, 2025
$ 1,339 $ 103 $ ( 25,335 ) $ 203,537 $ 191,283 $ ( 39,716 ) $ 331,211 $ 44 $ 331,255
6 unchanged sentences
1 — — ( 1 ) — — ( 0 ) — ( 0 )
−Removed: Excise tax on net share repurchase
−Removed: — — — — — — — — —
Distributions to noncontrolling interests
— — — — — — — ( 72 ) ( 72 )
−Removed: Balance at June 28, 2025
+Added: Balance at September 27, 2025
$ 1,340 $ 103 $ ( 25,335 ) $ 204,029 $ 199,141 $ ( 41,520 ) $ 337,758 $ 46 $ 337,804
Fiscal Quarter Ended
−Removed: June 29, 2024
+Added: September 28, 2024
Total VPG Inc.
3 unchanged sentences
Income (Loss)
−Removed: Balance at March 30, 2024
+Added: Balance at June 29, 2024
$ 1,336 $ 103 $ ( 23,388 ) $ 202,765 $ 192,560 $ ( 46,365 ) $ 327,011 $ 23 $ 327,034
4 unchanged sentences
— — — 107 — — 107 — 107
−Removed: Restricted stock issuances ( 16,612 shares)
−Removed: 2 — — ( 2 ) — — — — —
Purchase of treasury stock.
5 unchanged sentences
— — — — — — — ( 10 ) ( 10 )
−Removed: Balance at June 29, 2024
+Added: Balance at September 28, 2024
$ 1,336 $ 103 $ ( 25,335 ) $ 202,872 $ 191,209 $ ( 39,564 ) $ 330,621 $ 36 $ 330,657
3 unchanged sentences
(Unaudited - In thousands, except share amounts)
−Removed: Six Fiscal Months Ended June 28, 2025
+Added: Nine Fiscal Months Ended September 27, 2025
Total VPG Inc.
14 unchanged sentences
— — — — — — — — —
−Removed: Distributions to noncontrolling interests
+Added: Contributions from noncontrolling interests
— — — — — — — 36 36
−Removed: Balance at June 28, 2025
+Added: Balance at September 27, 2025
$ 1,340 $ 103 $ ( 25,335 ) $ 204,029 $ 199,141 $ ( 41,520 ) $ 337,758 $ 46 $ 337,804
−Removed: Six Fiscal Months Ended June 29, 2024
+Added: Nine Fiscal Months Ended September 28, 2024
Total VPG Inc.
18 unchanged sentences
— — — — — — — ( 50 ) ( 50 )
−Removed: Balance at June 29, 2024
+Added: Balance at September 28, 2024
$ 1,336 $ 103 $ ( 25,335 ) $ 202,872 $ 191,209 $ ( 39,564 ) $ 330,621 $ 36 $ 330,657
11 unchanged sentences
These consolidated condensed financial statements should be read in conjunction with the consolidated financial statements and notes thereto as of December 31, 2024 and 2023 and for each of the three years in the period ended December 31, 2024 , included in VPG’s Annual Report on Form 10 -K for the fiscal year ended December 31, 2024 , filed with the SEC on February 25, 2025.
−Removed: The results of operations for the fiscal quarter ended June 28, 2025 are not necessarily indicative of the results to be expected for the full year.
+Added: The results of operations for the fiscal quarter ended September 27, 2025 are not necessarily indicative of the results to be expected for the full year.
VPG reports interim financial information for 13 -week periods beginning on a Sunday and ending on a Saturday, except for the first quarter, which always begins on January 1, and the fourth quarter, which always ends on December 31.
33 unchanged sentences
Fiscal Quarter Ended
−Removed: June 28, 2025
−Removed: June 29, 2024
+Added: September 27, 2025
+Added: September 28, 2024
Weighing Solutions
3 unchanged sentences
United States
−Removed: Six Fiscal Months Ended June 28, 2025
−Removed: Six Fiscal Months Ended June 29, 2024
+Added: Nine Fiscal Months Ended September 27, 2025
+Added: Nine Fiscal Months Ended September 28, 2024
Weighing Solutions
5 unchanged sentences
Fiscal Quarter Ended
−Removed: Six Fiscal Months Ended
−Removed: June 28, 2025
−Removed: June 29, 2024
−Removed: June 28, 2025
−Removed: June 29, 2024
+Added: Nine Fiscal Months Ended
+Added: September 27, 2025
+Added: September 28, 2024
+Added: September 27, 2025
+Added: September 28, 2024
Test & Measurement
14 unchanged sentences
Balance at December 31, 2024
−Removed: Balance at June 28, 2025
+Added: Balance at September 27, 2025
Increase (decrease)
−Removed: The amount of revenue recognized during the six fiscal months ended June 28, 2025 that was included in the contract liability balance at December 31, 2024 was $ 1.5 million.
−Removed: Note 3 – Assets held for sale
−Removed: During the fourth quarter of 2024, the Company committed to a plan to sell its manufacturing facility located at Kent, Washington (Weighing Solutions Segment) as part of the Company’s ongoing strategy to focus on core operations and optimize its asset base utilization.
−Removed: The Company determined that the criteria for classifying the asset as held for sale as of December 31, 2024 , had been met.
−Removed: Accordingly, the carrying value of the asset as of June 28, 2025 is presented separately as a current asset in the consolidated balance sheet.
−Removed: A summary of the assets held for sale as of June 28, 2025 is included in the table below:
−Removed: Asset Category
−Removed: Accumulated Depreciation
−Removed: Net Carrying Value
−Removed: Kent, Washington
−Removed: Building & Improvements
−Removed: The Company completed the sale during July 2025 at a price which is higher than the carrying value of the asset (see Note 18 - Subsequent event).
+Added: The amount of revenue recognized during the nine fiscal months ended September 27, 2025 that was included in the contract liability balance at December 31, 2024 was $ 5.9 million.
+Added: Note 3 – Sale Asset Held for Sale
+Added: Sale of Manufacturing Facility in Kent, Washington
+Added: On July 10, 2025, as part of the Company’s ongoing strategy to focus on its core operations and optimize its asset base utilization, the Company completed the sale of its manufacturing facility located at Kent, Washington which was part of the Weighing Solutions Segment.
+Added: The total sale proceeds amounted to $ 11.5 million, and the net proceeds, after deducting broker’s commission and real estate excise tax, were approximately $ 10.8 million.
+Added: The carrying amount of the asset was previously classified as asset held for sale under current assets in the consolidated balance sheet as of December 31, 2024 after meeting the criteria outlined in ASC 360.
+Added: No further depreciation was recorded once the asset was classified as held for sale.
+Added: Upon completion of the sale, the Company recognized a gain of approximately $ 5.5 million in July 2025, which is included in Operating income in the condensed consolidated statements of operations for the quarter ended and nine fiscal months ended September 27, 2025.
+Added: The net cash proceeds were used to repay a portion of the Company's credit facility, as further discussed in Note 7 – Long-Term Debt .
Note 4 – Goodwill
5 unchanged sentences
Balance at December 31, 2024
+Added: $ 46,819 $ 5,964 $ 1,633 $ 16,878 $ 16,033 $ 6,311
Adjustment (1)
+Added: $ — $ 1,633 $ ( 1,633 ) $ — $ — $ —
Foreign currency translation adjustment
−Removed: Balance at June 28, 2025
+Added: $ 451 $ 406 $ — $ 45 $ — $ —
+Added: Balance at September 27, 2025
+Added: $ 47,270 $ 8,003 $ — $ 16,923 $ 16,033 $ 6,311
( 1 ) The goodwill resulting from the acquisition of Nokra in September 2024, was allocated to the Steel reporting unit.
3 unchanged sentences
Leases recorded on the balance sheet consist of the following (in thousands) :
−Removed: June 28, 2025
+Added: September 27, 2025
December 31, 2024
6 unchanged sentences
Other information related to lease term and discount rate is as follows:
−Removed: June 28, 2025
+Added: September 27, 2025
Operating leases weighted average remaining lease term (in years)
1 unchanged sentence
The components of lease expense are as follows (in thousands) :
−Removed: Fiscal Quarter Ended Six Fiscal Months Ended
−Removed: June 28, 2025
−Removed: June 29, 2024
−Removed: June 28, 2025
−Removed: June 29, 2024
+Added: Fiscal Quarter Ended Nine Fiscal Months Ended
+Added: September 27, 2025
+Added: September 28, 2024
+Added: September 27, 2025
+Added: September 28, 2024
Operating lease cost
5 unchanged sentences
$ 1,280 $ 1,214 $ 3,743 $ 3,721
−Removed: Right of use assets obtained in exchange for new operating lease liability during the six fiscal months ended June 28, 2025 were $ 0.5 million.
−Removed: The Company paid $ 2.7 million for its operating leases for each of the six fiscal months ended June 28, 2025 and June 29, 2024 , which are included in operating cash flows on the consolidated condensed statements of cash flows.
−Removed: Undiscounted maturities of operating lease payments as of June 28, 2025 are summarized as follows (in thousands) :
+Added: Right of use assets obtained in exchange for new operating lease liability during the nine fiscal months ended September 27, 2025 were $ 1.3 million.
+Added: The Company paid $ 4.0 million and $ 3.9 million for its operating leases for each of the nine fiscal months ended September 27, 2025 and September 28, 2024 , which are included in operating cash flows on the consolidated condensed statements of cash flows.
+Added: Undiscounted maturities of operating lease payments as of September 27, 2025 are summarized as follows (in thousands) :
Total future minimum lease payments
2 unchanged sentences
Note 6 – Income Taxes
−Removed: For the fiscal quarter ended June 28, 2025 , the Company reported tax expenses, and its effective tax rate was 66.0 % compared to the fiscal quarter ended June 29, 2024 , where the Company reported income taxes, and its effective tax rate was 33.3 %.
−Removed: The effective tax rate for the fiscal quarter ended June 28, 2025 resulted primarily from our foreign income being taxed at varying tax rates and changes in our valuation allowance on deferred tax assets.
−Removed: The effective tax rate for the fiscal quarter ended June 29, 2024 resulted primarily from our foreign income being taxed at varying tax rates and changes in our valuation allowance on deferred tax assets.
−Removed: For the six months ended June 28, 2025, the Company reported income taxes at an effective tax rate of ( 66.5 )%, compared to the six months ended June 29, 2024, where the Company reported income taxes at an effective tax rate of 30.7 %.
−Removed: The change in effective tax rate in the six months ended June 28, 2025 compared to the corresponding period in the prior fiscal year is mainly due to fiscal year 2025 second quarter profits that increased the Company’s tax expenses, in addition to the effect of foreign currency exchange rates on tax provisions in our non-US entities, and the valuation allowance on part of our deferred tax assets.
−Removed: On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted into law, extending key provisions of the 2017 Tax Cuts and Jobs Act.
−Removed: The OBBBA provides for accelerated depreciation for property acquired and placed in service after January 19, 2025, and restores expensing of domestic research expenditures for years beginning after December 31, 2024.
+Added: The Company reported an effective income tax rate of 19.8 % for the third fiscal quarter of 2025, compared to 343.2 % in the third fiscal quarter of 2024.
+Added: The effective tax rate for the fiscal quarter ended September 27, 2025, primarily resulted from an increase in U.S.
+Added: taxable income, the impact of the One Big Beautiful Bill Act (the “OBBBA”), and changes in the valuation allowance on deferred tax assets, which provided a tax benefit.
+Added: Sequentially, the effective tax rate for the third quarter was mainly influenced by foreign income taxed at varying statutory rates and changes in the valuation allowance on deferred tax assets.
+Added: For the nine fiscal months ended September 27, 2025, the Company reported an effective tax rate of 23.4 %, compared to 41.6 % for the same period in 2024.
+Added: The year-over-year change in the effective tax rate was primarily driven by a reduction in the valuation allowance on certain deferred tax assets and the impact of foreign currency exchange rate fluctuations on the tax provisions of our non-U.S.
+Added: On July 4, 2025, the OBBBA was enacted into law, extending key provisions of the 2017 Tax Cuts and Jobs Act.
+Added: The OBBBA restores expensing of domestic research expenditures for years beginning after December 31, 2024.
Additionally, the OBBBA restores the EBITDA-based interest expense limitation and includes changes related to the U.S.
−Removed: taxation of the income of our foreign subsidiaries and certain foreign derived income, and the base erosion and anti-abuse tax.
+Added: taxation of the income of our foreign subsidiaries and certain foreign derived income, and the base erosion and anti-abuse tax, and provides for accelerated depreciation for property acquired and placed in service after January 19, 2025.
The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.
−Removed: The Company is continuing to evaluate the impact of the OBBBA on the consolidated financial statements.
+Added: Due to the OBBBA provisions, the Company recorded tax benefit for the quarter as a decrease in valuation allowance on part of our deferred tax assets.
The Company and its subsidiaries are subject to income taxes imposed by the U.S., various states, and the foreign jurisdictions in which we operate.
8 unchanged sentences
Long-term debt consists of the following (in thousands) :
−Removed: June 28, 2025
+Added: September 27, 2025
December 31, 2024
Credit Agreement - Revolving Facility
+Added: $ 32,000 $ 32,000
+Added: Repayment of credit facility
Deferred financing costs
+Added: ( 445 ) ( 559 )
Total long-term debt
+Added: $ 20,555 $ 31,441
2024 Credit Agreement
12 unchanged sentences
Additional customary fees apply with respect to letters of credit.
+Added: On July 17, 2025, the Company made a partial repayment of its revolving debt in the amount of $ 11.0 million, using proceeds from the sale of manufacturing facility (see Note 3 - Sale of As set Held for Sale ).
+Added: The repayment was made in accordance with the terms of the Credit Agreement and resulted in a corresponding reduction in the outstanding balance under the revolving credit facility.
+Added: As of September 27, 2025 , the outstanding balance under the revolving credit facility was $ 21.0 million, bearing interest at variable rates based on the Credit Agreement.
The obligations of the Company under the 2024 Credit Agreement are secured by pledges of stock in certain domestic and foreign subsidiaries, as well as guarantees by substantially all of the Company’s domestic subsidiaries.
2 unchanged sentences
The financial maintenance covenants include an interest coverage ratio and a leverage ratio.
−Removed: The Company was in compliance with its financial maintenance covenants at June 28, 2025 .
+Added: The Company was in compliance with its financial maintenance covenants as of September 27, 2025 .
If the Company is not in compliance with any of these covenant restrictions, the 2024 Revolving Facility could be terminated by the lenders, and all amounts outstanding pursuant to the 2024 Revolving Facility could become immediately payable.
−Removed: Note 8 – Accumulated Other Comprehensive Income (Loss)
−Removed: The components of accumulated other comprehensive income (loss), net of tax, consist of the following (in thousands) :
+Added: Note 8 – Accumulated Other Comprehensive (Loss) Income
+Added: The components of accumulated other comprehensive (loss) income net of tax, consist of the following (in thousands) :
Postretirement
1 unchanged sentence
Balance at January 1, 2025
+Added: $ ( 48,915 ) $ 18 $ ( 48,897 )
Other comprehensive income before reclassifications
+Added: 7,363 — $ 7,363
Amounts reclassified from accumulated other comprehensive income
−Removed: Balance at June 28, 2025
+Added: Balance at September 27, 2025
+Added: $ ( 41,552 ) $ 32 $ ( 41,520 )
Postretirement
1 unchanged sentence
Balance at January 1, 2024
+Added: $ ( 39,262 ) $ 393 $ ( 38,869 )
Other comprehensive loss before reclassifications
+Added: ( 679 ) — ( 679 )
Amounts reclassified from accumulated other comprehensive loss
−Removed: Balance at June 29, 2024
−Removed: Reclassifications of pension and other postretirement actuarial items out of accumulated other comprehensive income (loss) are included in the computation of net periodic benefit cost (see Note 9 ).
+Added: — ( 16 ) ( 16 )
+Added: Balance at September 28, 2024
+Added: $ ( 39,941 ) $ 377 $ ( 39,564 )
+Added: Reclassifications of pension and other postretirement actuarial items out of accumulated other comprehensive income (loss) are included in the computation of net periodic benefit cost ( see Note 9 - Pension and Other Postretirement Benefits ).
Note 9 – Pension and Other Postretirement Benefits
1 unchanged sentence
The following table sets forth the components of the net periodic benefit cost for the Company's defined benefit pension and OPEB plans (in thousands) :
−Removed: Fiscal Quarter Ended
−Removed: Fiscal Quarter Ended
−Removed: June 28, 2025
−Removed: June 29, 2024
+Added: Fiscal Quarter Ended Fiscal Quarter Ended
+Added: September 27, 2025
+Added: September 28, 2024
Net service cost
+Added: $ 66 $ 3 $ 66 $ 4
Interest cost
+Added: 208 28 191 27
Expected return on plan assets
+Added: ( 176 ) — ( 211 ) —
Amortization of actuarial losses (gains)
+Added: 2 ( 8 ) 4 ( 3 )
Net periodic benefit cost
−Removed: Six Fiscal Months Ended
−Removed: Six Fiscal Months Ended
−Removed: June 28, 2025
−Removed: June 29, 2024
+Added: $ 100 $ 23 $ 50 $ 28
+Added: Nine Fiscal Months Ended
+Added: Nine Fiscal Months Ended
+Added: September 27, 2025
+Added: September 28, 2024
Net service cost
+Added: $ 195 $ 10 $ 199 $ 12
Interest cost
+Added: 613 85 572 81
Expected return on plan assets
+Added: ( 519 ) — ( 630 ) —
Amortization of actuarial losses (gains)
+Added: 7 ( 24 ) 13 ( 9 )
Net periodic benefit cost
+Added: $ 296 $ 71 $ 154 $ 84
Note 10 – Share-Based Compensation
1 unchanged sentence
2022 Stock Incentive Plan (the "2022 plan") permits issuance of up to 608,000 shares of common stock.
−Removed: At June 28, 2025 , the Company had reserved 378,739 shares of common stock for future grants of equity awards (restricted stock, unrestricted stock, restricted stock units ("RSUs"), or stock options) pursuant to the 2022 plan.
+Added: At September 27, 2025 , the Company had reserved 378,739 shares of common stock for future grants of equity awards (restricted stock, unrestricted stock, restricted stock units ("RSUs"), or stock options) pursuant to the 2022 plan.
If any outstanding awards are forfeited by the holder or canceled by the Company, the underlying shares would be available for re-grant to others.
1 unchanged sentence
On February 25, 2025 and in accordance with their respective employment agreements, VPG’s three executive officers were granted annual equity awards in the form of RSUs, of which 50 % are performance-based.
−Removed: The awards have an aggregate target grant-date fair value of $ 1.9 million and were comprised of 79,729 RSUs.
+Added: The awards have an aggregate grant-date fair value of $ 1.9 million and were comprised of 79,729 RSUs.
Fifty percent of these awards will vest on January 1, 2028, subject to the executives’ continued employment.
8 unchanged sentences
Vesting of equity awards is subject to acceleration under certain circumstances.
+Added: On July 1, 2025, certain non-executive VPG employees were granted annual equity awards in the form of RSUs.
+Added: One employee received an award, of which 75 % is performance-based and one employee received an award of which 50 % is performance-based.
+Added: The awards have an aggregate grant-date fair value of $ 0.1 million and were comprised of 2,444 RSUs.
+Added: The non-performance portion of these awards will vest on July 1, 2028, subject to the employees' continued employment.
+Added: The performance-based portion of the RSUs will also vest on July 1, 2028, subject to the employees' continued employment and the satisfaction of certain performance objectives relating to three -year cumulative earnings and cash flow goals, each weighted equally.
The amount of compensation cost related to share-based payment transactions is measured based on the grant-date fair value of the equity instruments issued.
3 unchanged sentences
Fiscal Quarter Ended
−Removed: Six Fiscal Months Ended
−Removed: June 28, 2025
−Removed: June 29, 2024
−Removed: June 28, 2025
−Removed: June 29, 2024
+Added: Nine Fiscal Months Ended
+Added: September 27, 2025
+Added: September 28, 2024
+Added: September 27, 2025
+Added: September 28, 2024
Share-based compensation expense
8 unchanged sentences
The evaluation of the segments' performance is based on multiple performance measures including revenues and operating income, exclusive of certain items.
−Removed: Management believes that evaluating segment performance, excluding items such as restructuring, severance, impairment of goodwill and indefinite-lived intangible assets and amortization of intangible assets, acquisition costs, and other items is meaningful because they relate to occurrences or events that are outside of our core operations, and management believes that the use of these measures provides a consistent basis to evaluate our operating profitability and performance trends across comparable periods.
+Added: Management believes that evaluating segment performance, excluding items such as restructuring, severance, gain on asset held for sale, impairment of goodwill and indefinite-lived intangible assets and amortization of intangible assets, acquisition costs, and other items is meaningful because they relate to occurrences or events that are outside of our core operations, and management believes that the use of these measures provides a consistent basis to evaluate our operating profitability and performance trends across comparable periods.
Note 11 – Segment Information (continued)
3 unchanged sentences
Corporate/ Other
−Removed: Three Fiscal Months Ended June 28, 2025
+Added: Three Fiscal Months Ended September 27, 2025
Net third-party revenues
+Added: $ 31,624 $ 27,538 $ 20,566 $ — $ 79,728
Intersegment revenues
+Added: 405 158 — ( 563 ) —
Total revenues
+Added: 32,029 27,696 20,566 ( 563 ) 79,728
Costs of products sold
+Added: 21,403 16,586 10,177 ( 563 ) 47,603
+Added: 10,626 11,110 10,389 — 32,125
Research and development expenses
+Added: 980 1,305 2,754 — 5,039
Segment selling, general, and administrative expenses (1)
+Added: 4,152 4,951 4,555 — 13,658
Segment operating income
+Added: 5,494 4,854 3,080 — 13,428
Other supplemental information:
Restructuring costs
+Added: — 60 136 18 214
Depreciation and amortization expense
+Added: 1,594 781 1,080 534 3,989
Capital expenditures
−Removed: Three Fiscal Months Ended June 29, 2024
+Added: 1,933 514 147 105 2,699
+Added: Three Fiscal Months Ended September 28, 2024
Net third-party revenues
+Added: $ 28,201 $ 25,174 $ 22,352 $ — $ 75,727
Intersegment revenues
+Added: 337 — — ( 337 ) —
Total revenues
+Added: 28,538 25,174 22,352 ( 337 ) 75,727
Costs of products sold
+Added: 19,808 16,334 9,662 ( 337 ) 45,467
+Added: 8,730 8,840 12,690 — 30,260
Research and development expenses
+Added: 1,136 1,225 2,536 — 4,897
Segment selling, general, and administrative expenses (1)
+Added: 3,954 4,770 5,024 — 13,748
Segment operating income
+Added: 3,640 2,845 5,130 — 11,615
Other supplemental information:
1 unchanged sentence
Depreciation and amortization expense
+Added: 1,567 841 1,076 429 3,913
Capital expenditures
+Added: 1,353 399 347 69 2,168
Weighing Solutions
1 unchanged sentence
Corporate/ Other
−Removed: Six Fiscal Months Ended June 28, 2025
+Added: Nine Fiscal Months Ended September 27, 2025
Net third-party revenues
+Added: $ 85,243 $ 83,404 $ 57,983 $ — $ 226,630
Intersegment revenues
+Added: 1,237 520 — ( 1,757 ) —
Total revenues
+Added: 86,480 83,924 57,983 ( 1,757 ) 226,630
Costs of products sold
+Added: 59,220 51,451 27,952 ( 1,757 ) 136,866
+Added: 27,260 32,473 30,031 — 89,764
Research and development expenses
+Added: 3,021 3,941 8,333 — 15,295
Segment selling, general, and administrative expenses (1)
+Added: 11,609 14,401 13,594 — 39,604
Segment operating income
+Added: 12,630 14,131 8,104 — 34,865
Other supplemental information:
Restructuring costs
+Added: 152 113 151 377 793
Depreciation and amortization expense
+Added: 4,791 2,324 3,228 1,535 11,878
Capital expenditures
−Removed: Six Fiscal Months Ended June 29, 2024
+Added: 3,375 943 783 183 5,284
+Added: Nine Fiscal Months Ended September 28, 2024
Net third-party revenues
+Added: $ 86,484 $ 81,466 $ 65,919 $ — $ 233,869
Intersegment revenues
+Added: 1,348 — — ( 1,348 ) —
Total revenues
+Added: 87,832 81,466 65,919 ( 1,348 ) 233,869
Costs of products sold
+Added: 57,303 51,049 29,104 ( 1,348 ) 136,108
+Added: 30,529 30,417 36,815 — 97,761
Research and development expenses
+Added: 3,088 3,973 7,632 — 14,693
Segment selling, general, and administrative expenses (1)
+Added: 12,178 14,663 14,113 — 40,954
Segment operating income
+Added: 15,263 11,781 15,070 — 42,114
Other supplemental information:
Restructuring costs
+Added: 601 — — 263 864
Depreciation and amortization expense
+Added: 4,753 2,507 3,217 1,294 11,771
Capital expenditures
+Added: 3,689 999 867 446 6,001
( 1 ) Segment selling, general and administrative expenses are direct selling, general and administrative expenses, excluding research and development expenses and amortization of intangible assets attributed to the segment.
1 unchanged sentence
The following table reconciles segment profit to consolidated income before taxes (in thousands) :
−Removed: Fiscal Quarter Ended
−Removed: Six Fiscal Months Ended
−Removed: June 28, 2025
−Removed: June 29, 2024
−Removed: June 28, 2025
−Removed: June 29, 2024
+Added: Fiscal Quarter Ended Nine Fiscal Months Ended
+Added: September 27, 2025
+Added: September 28, 2024
+Added: September 27, 2025
+Added: September 28, 2024
Segment operating income
+Added: $ 13,428 $ 11,615 $ 34,865 $ 42,114
Restructuring costs
+Added: $ 214 $ 82 $ 793 $ 864
+Added: Gain on asset held for sale
+Added: $ ( 5,544 ) $ — $ ( 5,544 ) $ —
Unallocated G&A expenses
+Added: $ 8,599 $ 7,692 $ 26,809 $ 24,585
Operating income
−Removed: Other (expense) income
−Removed: Income (loss) before taxes
+Added: $ 10,159 $ 3,841 $ 12,807 $ 16,665
+Added: Other expense
+Added: $ ( 266 ) $ ( 3,294 ) $ ( 3,306 ) $ ( 1,010 )
+Added: Income before taxes
+Added: $ 9,893 $ 546 $ 9,501 $ 15,654
Products are transferred between segments on a basis intended to reflect, as nearly as practicable, the market value of the products.
1 unchanged sentence
Fiscal Quarter Ended
−Removed: Six Fiscal Months Ended
−Removed: June 28, 2025
−Removed: June 29, 2024
−Removed: June 28, 2025
−Removed: June 29, 2024
+Added: For the Nine Fiscal Months Ended
+Added: September 27, 2025
+Added: September 28, 2024
+Added: September 27, 2025
+Added: September 28, 2024
Sensors to Weighing Solutions
+Added: $ 404 $ 332 $ 1,211 $ 1,323
Sensors to Measurement Systems
2 unchanged sentences
Fiscal Quarter Ended
−Removed: Six Fiscal Months Ended
−Removed: June 28, 2025
−Removed: June 29, 2024
−Removed: June 28, 2025
−Removed: June 29, 2024
+Added: Nine Fiscal Months Ended
+Added: September 27, 2025
+Added: September 28, 2024
+Added: September 27, 2025
+Added: September 28, 2024
Numerator for basic earnings per share:
Net earnings (loss) attributable to VPG stockholders
+Added: $ 7,858 $ ( 1,351 ) $ 7,164 $ 9,143
Denominator for basic earnings per share:
Weighted average shares
+Added: 13,279 13,254 13,260 13,367
Effect of dilutive securities:
3 unchanged sentences
Adjusted weighted average shares
+Added: 13,344 13,254 13,307 13,405
Basic earnings (loss) per share attributable to VPG stockholders
+Added: $ 0.59 $ ( 0.10 ) $ 0.54 $ 0.68
Diluted earnings (loss) per share attributable to VPG stockholders
−Removed: The Company’s potentially dilutive securities were not included in the calculation of diluted loss per share for the six fiscal months ended June 28, 2025 as the effect would be anti-dilutive.
−Removed: The number of restricted stock units with a potentially dilutive impact was 66,683 .
+Added: $ 0.59 $ ( 0.10 ) $ 0.54 $ 0.68
+Added: The Company’s potentially dilutive securities were not included in the calculation of diluted loss per share for the three fiscal months ended September 28, 2024 , as the effect would be anti-dilutive.
Note 13 – Additional Financial Statement Information
1 unchanged sentence
The caption “Other” on the consolidated condensed statements of operations consists of the following (in thousands) :
−Removed: Fiscal Quarter Ended
−Removed: Six Fiscal Months Ended
−Removed: June 28, 2025
−Removed: June 29, 2024
−Removed: June 28, 2025
−Removed: June 29, 2024
−Removed: Foreign currency exchange (loss) gain
+Added: Fiscal Quarter Ended For the Nine Fiscal Months Ended
+Added: September 27, 2025
+Added: September 28, 2024
+Added: September 27, 2025
+Added: September 28, 2024
+Added: Foreign currency exchange loss
+Added: $ ( 101 ) $ ( 2,912 ) $ ( 2,836 ) $ ( 36 )
Interest income
+Added: 489 370 1,358 1,192
Pension expense
+Added: ( 15 ) ( 8 ) ( 37 ) ( 28 )
+Added: ( 214 ) ( 96 ) ( 266 ) ( 213 )
+Added: $ 159 $ ( 2,646 ) $ ( 1,781 ) $ 915
Foreign currency exchange gain or loss is due to volatility in the global currency markets.
−Removed: For the quarter ended and six fiscal months ended June 28, 2025 the foreign currency exchange loss was largely due to the fluctuation of the Japanese yen and the Israeli Shekel against the U.S.
+Added: For the nine fiscal months ended September 27, 2025 the foreign currency exchange loss was largely due to the fluctuation of the Japanese yen, the Israeli Shekel and the British pound against the U.S.
Other Accrued Expenses
Other accrued expenses consist of the following (in thousands) :
−Removed: June 28, 2025
+Added: September 27, 2025
December 31, 2024
Customer advance payments
+Added: $ 8,893 $ 7,009
Accrued restructuring
5 unchanged sentences
Current accrued pensions and other post retirement costs
+Added: $ 24,159 $ 19,725
Note 14 – Fair Value Measurements
9 unchanged sentences
Fair value measurements at reporting date using:
−Removed: June 28, 2025
+Added: September 27, 2025
Assets held in rabbi trusts
+Added: $ 6,462 $ 88 $ 6,374 $ —
December 31, 2024
Assets held in rabbi trusts
+Added: $ 6,228 $ 45 $ 6,183 $ —
The Company maintains non-qualified trusts, referred to as “rabbi” trusts, to fund payments under deferred compensation and non-qualified pension plans.
−Removed: Rabbi trust assets consist primarily of marketable securities, classified as available-for-sale money market funds at June 28, 2025 and December 31, 2024 , and company-owned life insurance assets.
+Added: Rabbi trust assets consist primarily of marketable securities, classified as available-for-sale money market funds at September 27, 2025 and December 31, 2024 , and company-owned life insurance assets.
The marketable securities held in the rabbi trusts are valued using quoted market prices on the last business day of the period.
1 unchanged sentence
The fair value measurement of the cash equivalents held in the rabbi trust are considered a Level 1 measurement and the measurement of the company-owned life insurance assets is considered a Level 2 measurement within the fair value hierarchy.
−Removed: The fair value of the long-term debt, excluding capitalized deferred financing costs, at June 28, 2025 and December 31, 2024 approximates its carrying value as the revolving debt is reset on a monthly basis based on current market rates, plus a base rate as specified in the debt agreement.
+Added: The fair value of the long-term debt, excluding capitalized deferred financing costs, at September 27, 2025 and December 31, 2024 approximates its carrying value as the revolving debt is reset on a monthly basis based on current market rates, plus a base rate as specified in the debt agreement.
The fair value of long-term debt is considered a Level 2 measurement within the fair value hierarchy.
6 unchanged sentences
If the initial estimates are too low or too high, the Company could be required either to record additional expense in future periods or to reverse part of the previously recorded charges.
−Removed: The Company recorded $ 0.2 million and $ 0.0 million of restructuring costs during the fiscal quarter ended June 28, 2025 and June 29, 2024 , respectively, and $ 0.6 million and $ 0.8 million of restructuring costs during the six fiscal months ended June 28, 2025 and June 29, 2024 , respectively.
+Added: The Company recorded $ 0.2 million and $ 0.1 million of restructuring costs during the fiscal quarter ended September 27, 2025 and September 28, 2024 , respectively, and $ 0.8 million and $ 0.9 million of restructuring costs during the nine fiscal months ended September 27, 2025 and September 28, 2024 , respectively.
Restructuring costs were comprised primarily of employee termination costs, including severance and statutory retirement allowances, and were incurred in connection with various cost reduction programs.
The following table summarizes recent activity related to all restructuring programs.
−Removed: The accrued restructuring liability balance as of June 28, 2025 and December 31, 2024 , respectively, is included in Other accrued expenses in the accompanying consolidated condensed balance sheets (in thousands) :
+Added: The accrued restructuring liability balance as of September 27, 2025 and December 31, 2024 , respectively, is included in Other accrued expenses in the accompanying consolidated condensed balance sheets (in thousands) :
Balance at December 31, 2024
1 unchanged sentence
Cash payments
−Removed: Foreign currency exchange translation
−Removed: Balance at June 28, 2025
+Added: Balance at September 27, 2025
Note 16 – Stockholder's Equity
6 unchanged sentences
Tax Assessment
−Removed: During the second quarter of 2024, the Israel Tax Authority has issued a Value Added Tax (VAT) assessment to the Company, in the amount of ILS 8.4 million (approximately $ 2.5 million), pertaining to claims of VAT between the years 2019 to 2023.
−Removed: The Company believes that the liability for the assessment is not probable and has filed an appeal against this assessment.
+Added: During the second quarter of 2024, the Israeli Tax Authority has issued a Value Added Tax (VAT) assessment to the Company, in the amount of ILS 8.4 million (approximately $ 2.5 million), pertaining to claims of VAT between the years 2019 to 2023.
+Added: On August 6, 2025, the Company received the decision of the Israeli Tax Authority regarding the Company's appeal of the VAT assessment.
+Added: The appeal was rejected, based on the same reasoning outlined in the original assessment issued to the Company.
+Added: The Company intends to appeal this decision and thereby defer the assessment in accordance with its rights under applicable law, and with the assistance of its legal counsel.
+Added: The Company believes that the liability for the assessment is not probable.
Given the stage of this matter, the Company is currently unable to predict the likely outcome or estimate the potential financial impact, if any, of this matter.
−Removed: Note 18 – Subsequent Event
−Removed: Sale of Manufacturing Facility in Kent, Washington
−Removed: On July 10, 2025, as part of the Company’s ongoing strategy to focus on core operations and optimize its asset base utilization, the Company completed the sale of its manufacturing facility located at Kent, Washington (Weighing Solutions Segment) for total proceeds of $ 11.5 million and net proceeds, after broker’s commission and real estate excise tax, of approximately $ 10.8 million.
−Removed: The carrying value of the asset was classified as assets held for sale under current asset in the consolidated balance sheet as of December 31, 2024.
−Removed: The Company expects to recognize a gain related to this transaction of approximately $ 5.6 million in July 2025.
MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
15 unchanged sentences
A ceasefire between Israel and Iran was reached on June 23, 2025, although there is no assurance that the ceasefire will continue.
−Removed: Israel’s airspace and maritime zones, which were closed to commercial traffic during the period between June 13 and June 23, 2025, are fully open as of August 5, 2025.
−Removed: As of August 5, 2025 (the date of this filing), our operations in Israel are operating at normal levels.
−Removed: The extent and duration of the current conflicts, as well as the possibility of further spread of the conflicts to other countries in the region and involving other political and military entities in the Middle East, poses risks to our operations and may lead to disruptions which could adversely affect our business, prospects, financial condition and results of operations.
−Removed: While sales to customers in Israel account for a relatively small portion of our revenues, our operations in Israel include executive offices, which are the workplace for key executives including our chief executive officer, as well as two manufacturing facilities located in the central part of Israel that manufacture products representing approximately 26% of our total worldwide revenues in the six fiscal months ended June 28, 2025.
−Removed: As of August 5, 2025, these facilities remain open and operational.
+Added: Israel’s airspace and maritime zones, which were closed to commercial traffic during the period between June 13 and June 23, 2025, are fully open as of November 4, 2025.
+Added: On October 12, 2025, the Government of Israel and Hamas reached a ceasefire agreement.
+Added: The agreement, which was brokered with international mediation, led to a significant reduction in cross-border attacks and the reopening of commercial routes between Israel and the Gaza Strip.
+Added: While sales to customers in Israel account for a relatively small portion of our revenues, our operations in Israel include executive offices, which are the workplace for key executives including our chief executive officer, as well as two manufacturing facilities located in the central part of Israel that manufacture products representing approximately 30% of our total worldwide revenues in the nine fiscal months ended September 27, 2025.
+Added: As of November 4, 2025, these facilities remain open and operational.
We have implemented a contingency plan that, in the event conditions in Israel deteriorate such that we no longer operate there at normal levels, we believe will provide for securing supply of materials and logistics by producing a safety stock of finished goods and transferring these goods to our distribution centers outside of Israel, while continuing to take measures with regards to the safety of our employees.
3 unchanged sentences
We have manufacturing operations in India, China, Japan, Europe, Canada, Israel, and the United States, as well as in other countries.
−Removed: The current political environment in the United States and internationally has resulted in uncertainty surrounding the state of the global economy particularly due to existing and potential changes to U.S.
−Removed: policies related to global trade and tariffs, The tariff changes have been set at various rates, with exemptions applicable to certain categories of imports and exports.
+Added: Beginning in the second quarter of 2025, new tariffs were announced on import to the U.S.
+Added: In response several countries have imposed reciprocal tariffs on import from the U.S.
+Added: and other retaliatory measures.
+Added: The tariffs have been set at various rates, with exemptions applicable to certain categories of imports and exports.
VPG continues to actively monitor and evaluate the ongoing situation, focusing on quickly responding to cost and price adjustments.
5 unchanged sentences
The Measurement Systems segment is comprised of highly specialized systems for steel production, materials development, and safety testing.
−Removed: Net revenues for the fiscal quarter ended June 28, 2025 were $75.2 million versus $77.4 million for the comparable prior year period.
−Removed: Net profit attributable to VPG stockholders for the fiscal quarter ended June 28, 2025 was $0.3 million, or $0.02 per diluted share, compared to net earnings of $4.6 million, or $ 0.34 per diluted share, for the comparable prior year period.
−Removed: Net revenues for the six fiscal months ended June 28, 2025 were $146.9 million versus $158.1 million for the comparable prior year period.
−Removed: Net loss attributable to VPG stockholders for the six fiscal months ended June 28, 2025 was $0.7 million, or $ 0.05 per diluted share, compared to net earnings of $10.5 million, or $0.78 per diluted share, for the comparable prior year period.
−Removed: The results of operations for the fiscal quarters ended June 28, 2025 and June 29, 2024 include items affecting comparability as listed in the reconciliations below.
+Added: Net revenues for the fiscal quarter ended September 27, 2025 were $79.7 million versus $75.7 million for the comparable prior year period.
+Added: Net profit attributable to VPG stockholders for the fiscal quarter ended September 27, 2025 was $7.9 million, or $0.59 per diluted share, compared to net loss of $(1.4) million or $(0.10) per diluted share, for the comparable prior year period.
+Added: Net revenues for the nine fiscal months ended September 27, 2025 were $226.6 million versus $233.9 million for the comparable prior year period.
+Added: Net earnings attributable to VPG stockholders for the nine fiscal months ended September 27, 2025 was $7.2 million, or $0.54 per diluted share, compared to net earnings of $9.1 million or $0.68 per diluted share, for the comparable prior year period.
+Added: The results of operations for the fiscal quarters ended September 27, 2025 and September 28, 2024 include items affecting comparability as listed in the reconciliations below.
The reconciliations below include certain financial measures which are not recognized in accordance with U.S.
8 unchanged sentences
Operating Income
−Removed: Net Earnings Attributable to VPG Stockholders
−Removed: Diluted Earnings Per share
+Added: Net Earnings (loss) Attributable to VPG Stockholders
+Added: Diluted Earnings (loss) Per share
Three months ended
−Removed: June 28, 2025
−Removed: June 29, 2024
−Removed: June 28, 2025
−Removed: June 29, 2024
−Removed: June 28, 2025
−Removed: June 29, 2024
−Removed: June 28, 2025
−Removed: June 29, 2024
+Added: September 27, 2025
+Added: September 28, 2024
+Added: September 27, 2025
+Added: September 28, 2024
+Added: September 27, 2025
+Added: September 28, 2024
+Added: September 27, 2025
+Added: September 28, 2024
As reported - GAAP
1 unchanged sentence
Start-up costs (a)
+Added: Acquisition purchase accounting adjustments (b)
Restructuring costs
−Removed: Severance cost
−Removed: Foreign currency exchange loss (gain) (b)
+Added: Foreign currency exchange gain (c)
+Added: Gain on asset held for sale (d)
Tax effect of reconciling items and discrete tax items
2 unchanged sentences
Operating Income
−Removed: Net (Loss) Earnings Attributable to VPG Stockholders
+Added: Net Earnings Attributable to VPG Stockholders
Diluted Earnings Per share
−Removed: Six Fiscal Months Ended
−Removed: June 28, 2025
−Removed: June 29, 2024
−Removed: June 28, 2025
−Removed: June 29, 2024
−Removed: June 28, 2025
−Removed: June 29, 2024
−Removed: June 28, 2025
−Removed: June 29, 2024
+Added: Nine Fiscal Months Ended
+Added: September 27, 2025
+Added: September 28, 2024
+Added: September 27, 2025
+Added: September 28, 2024
+Added: September 27, 2025
+Added: September 28, 2024
+Added: September 27, 2025
+Added: September 28, 2024
As reported - GAAP
1 unchanged sentence
Start-up costs (a)
+Added: Acquisition purchase accounting adjustments (b)
Restructuring costs
Severance cost
−Removed: Foreign currency exchange loss (gain) (b)
+Added: Foreign currency exchange gain (c)
+Added: Gain on asset held for sale (d)
Tax effect of reconciling items and discrete tax items
2 unchanged sentences
Fiscal Quarter Ended
−Removed: For the Six Fiscal Months Ended fiscal months ended
−Removed: June 28, 2025
−Removed: June 29, 2024
−Removed: June 28, 2025
−Removed: June 29, 2024
−Removed: Net earnings (loss) earnings attributable to VPG stockholders
+Added: For the Nine Fiscal Months Ended
+Added: September 27, 2025
+Added: September 28, 2024
+Added: September 27, 2025
+Added: September 28, 2024
+Added: Net earnings (loss) attributable to VPG stockholders
Interest expense
Income tax expense
−Removed: EBITDA MARGIN
Restructuring costs
1 unchanged sentence
Start-up costs (a)
−Removed: Foreign currency exchange loss (gain) (b)
+Added: Acquisition purchase accounting adjustments (b)
+Added: Foreign currency exchange gain (c)
+Added: Gain on asset held for sale (d)
ADJUSTED EBITDA
1 unchanged sentence
(a) Start-up cost 2025
−Removed: (b) Impact of foreign currency exchange rates on assets and liabilities.
+Added: (b) Nokra GmbH acquisition which closed on September 30, 2024.
+Added: (c) Impact of foreign currency exchange rates on assets and liabilities.
+Added: (d) Gain on Sale of Manufacturing Facility in Kent, Washington.
Financial Metrics
16 unchanged sentences
The quarter-to-quarter trends in these financial metrics can also be an important indicator of the likely direction of our business.
−Removed: The following tables show net revenues, gross profit margin, end-of-period backlog, book-to-bill ratio, and inventory turnover for our business as a whole and by segment during the five quarters beginning with the second quarter of 2024 through the second quarter of 2025.
+Added: The following tables show net revenues, gross profit margin, end-of-period backlog, book-to-bill ratio, and inventory turnover for our business as a whole and by segment during the five quarters beginning with the third quarter of 2024 through the third quarter of 2025.
(dollars in thousands)
18 unchanged sentences
Inventory turnover
−Removed: Net revenues for the second fiscal quarter of 2025 increased 4.8% from the first fiscal quarter of 2025 due to increases in the Measurement Systems and Weighing Solutions reporting segments which were partially offset by a decrease in revenues in the Sensors reporting segment.
−Removed: Net revenues for the second fiscal quarter of 2025 decreased 2.8% from the second fiscal quarter of 2024 in the Sensors and Measurement Systems reporting segments which were partially offset by an increase in revenues in the Weighing Solutions reporting segment.
−Removed: Net revenues in the Sensors reporting segment decreased 1.8% compared to $27.1 million in the first fiscal quarter of 2025 and decreased 8.0% from $28.9 million in the second fiscal quarter of 2024.
−Removed: The year-over-year decrease in revenues was primarily attributable to lower sales of strain gages in our Other markets for consumer applications which offset higher sales in the Test & Measurement market.
−Removed: Sequentially, the decrease primarily reflected lower sales of precision resistors in the Test and Measurement market.
−Removed: Net revenues in the Weighing Solutions reporting segment increased 11.3% from the first fiscal quarter of 2025 and increased 7.2% from the second fiscal quarter of 2024.
−Removed: The year-over-year increase in revenues was mainly attributable to higher sales in the Transportation market, as well as in our Other markets.
−Removed: Sequentially, the increase in revenues was primarily due to higher sales in the Transportation and Industrial Weighing, and in our Other markets for medical and precision agriculture applications.
−Removed: Net revenues in the Measurement Systems reporting segment increased 5.1% from the first fiscal quarter of 2025 and decreased 8.9% from the second fiscal quarter of 2024.
−Removed: The year-over-year decrease was primarily attributable to decreased revenue in the Steel market, which offset higher sales in the Transportation and Avionics, Military and Space ("AMS") markets.
−Removed: Sequentially, the increase in revenue was primarily due to higher sales in the AMS market, which offset lower sales to the Transportation and Steel markets.
−Removed: Overall gross profit margin in the second fiscal quarter of 2025 increased 3.0% as compared to the first fiscal quarter of 2025 and decreased 1.2% from the second fiscal quarter of 2024 across all three reporting segments.
+Added: Net revenues for the third fiscal quarter of 2025 increased 6.1% from the second fiscal quarter of 2025 primarily due to increases in the Measurement Systems and Sensors reporting segments which were partially offset by a decrease in revenues in the Weighing Solutions reporting segment.
+Added: Net revenues for the third fiscal quarter of 2025 increased 5.3% from the third fiscal quarter of 2024 due to increases in the Sensors and Weighing Solutions reporting segments which were partially offset by a decrease in revenues in the Measurement Systems reporting segment.
+Added: Net revenues in the Sensors reporting segment increased 19.1% compared to $26.6 million in the second fiscal quarter of 2025 and increased 12.1% from $28.2 million in the third fiscal quarter of 2024.
+Added: The year-over-year increase in revenues was primarily attributable to higher sales of precision resistors and strain gages in the Test and Measurement and AMS markets.
+Added: Sequentially, the increase primarily reflected higher sales of precision resistors in the Test and Measurement and AMS markets and higher sales of strain gages in the General Industrial market.
+Added: Net revenues in the Weighing Solutions reporting segment decreased 6.4% from the second fiscal quarter of 2025 and increased 9.4% from the third fiscal quarter of 2024.
+Added: The year-over-year increase in revenues was mainly attributable to higher sales in the Transportation market.
+Added: Sequentially, the decrease in revenues was primarily due to lower sales in the Transportation market and in Other Markets for OEM manufacturers of construction and precision agriculture equipment.
+Added: Net revenues in the Measurement Systems reporting segment increased 7.3% from the second fiscal quarter of 2025 and decreased 8.0% from the third fiscal quarter of 2024.
+Added: The year-over-year decrease was primarily attributable to decreased revenue in the AMS market.
+Added: Sequentially, the increase in revenue was primarily due to higher sales in the Steel Market, which offset lower sales to the AMS market.
+Added: Overall gross profit margin in the third fiscal quarter of 2025 decreased 0.4% as compared to the second fiscal quarter of 2025 due to Measurement Systems reporting segment and increased 0.3% from the third fiscal quarter of 2024 from the Sensors and Weighing Solutions reporting segments partially offset from Measurement system reporting segment.
Optimize Core Competence
65 unchanged sentences
Effects of Foreign Currency Exchange Rate on Operations
−Removed: For the fiscal quarter ended June 28, 2025, the effect of foreign currency exchange rates increased net revenues by $1.2 million, and increased costs of products sold and selling, general, and administrative expenses by $1.6 million, when compared to the comparable prior year period.
−Removed: For the six fiscal months ended June 28, 2025, the effect of foreign currency exchange rates increased net revenues by $0.2 million, and increased costs of products sold and selling, general, and administrative expenses by $1.2 million, when compared to the comparable prior year period.
+Added: For the fiscal quarter ended September 27, 2025, the effect of foreign currency exchange rates increased net revenues by $1.2 million, and increased costs of products sold and selling, general, and administrative expenses by $2.6 million, when compared to the comparable prior year period.
+Added: For the nine fiscal months ended September 27, 2025, the effect of foreign currency exchange rates increased net revenues by $1.4 million, and increased costs of products sold and selling, general, and administrative expenses by $3.8 million, when compared to the comparable prior year period.
Results of Operations
1 unchanged sentence
Fiscal quarter ended
−Removed: Six Fiscal Months Ended
−Removed: June 28, 2025
−Removed: June 29, 2024
−Removed: June 28, 2025
−Removed: June 29, 2024
+Added: For the Nine Fiscal Months Ended
+Added: September 27, 2025
+Added: September 28, 2024
+Added: September 27, 2025
+Added: September 28, 2024
Costs of products sold
1 unchanged sentence
Operating income
−Removed: (Loss) income before taxes
−Removed: Net (loss) earnings
−Removed: Net (loss) earnings attributable to VPG stockholders
+Added: Income before taxes
+Added: Net earnings (loss)
+Added: Net earnings (loss) attributable to VPG stockholders
Effective tax rate
1 unchanged sentence
Fiscal quarter ended
−Removed: Six Fiscal Months Ended
−Removed: June 28, 2025
−Removed: June 29, 2024
−Removed: June 28, 2025
−Removed: June 29, 2024
+Added: For the Nine Fiscal Months Ended
+Added: September 27, 2025
+Added: September 28, 2024
+Added: September 27, 2025
+Added: September 28, 2024
Change versus comparable prior year period
5 unchanged sentences
Foreign currency effects
−Removed: During the quarter ended and six fiscal months ended June 28, 2025, net revenues decreased by 2.8% and 7.1% as compared to the comparable prior year periods, mainly due to lower volume on the Measurements systems and the Sensors segments.
+Added: During the fiscal quarter ended September 27, 2025 net revenues increased by 5.3%, as compared to the comparable prior year period, mainly due to higher volume on the Sensors and Weighing Solutions reporting segments.
+Added: The year-over-year decreased by 3.1% in revenues was primarily attributable to lower volume on the Sensors and the Measurement Systems, partially offset by the Weighing Solutions reporting segment.
Gross Profit Margin
1 unchanged sentence
Fiscal quarter ended
−Removed: Six Fiscal Months Ended
−Removed: June 28, 2025
−Removed: June 29, 2024
−Removed: June 28, 2025
−Removed: June 29, 2024
+Added: For the Nine Fiscal Months Ended
+Added: September 27, 2025
+Added: September 28, 2024
+Added: September 27, 2025
+Added: September 28, 2024
Gross profit margin
−Removed: The gross profit margin for the fiscal quarter ended June 28, 2025, decreased by 1.2% and for the six fiscal months ended June 28, 2025 decreased 3.5% as compared to the comparable prior year periods.
−Removed: For the second fiscal quarter of 2025, Weighing Solutions and Measurement Systems reporting segments had higher gross profit margins compared to the prior year period.
+Added: The gross profit margin for the fiscal quarter ended September 27, 2025, increased by 0.3% and for the nine fiscal months ended September 27, 2025 decreased 2.2% as compared to the comparable prior year periods.
+Added: For the third fiscal quarter of 2025, Weighing Solutions and Sensors reporting segments had higher gross profit margins compared to the prior year period.
Analysis of revenues and gross profit margins for each of our reportable segments is provided below.
1 unchanged sentence
Fiscal quarter ended
−Removed: Six Fiscal Months Ended
−Removed: June 28, 2025
−Removed: June 29, 2024
−Removed: June 28, 2025
−Removed: June 29, 2024
+Added: For the Nine Fiscal Months Ended
+Added: September 27, 2025
+Added: September 28, 2024
+Added: September 27, 2025
+Added: September 28, 2024
Change versus comparable prior year period
5 unchanged sentences
Foreign currency effects
−Removed: The Sensors segment revenue of $26.6 million in the second fiscal quarter of 2025 decreased 8.0% from $28.9 million in the second fiscal quarter of 2024;
−Removed: sequentially, revenue decreased 1.8% compared to $27.1 million in the first fiscal quarter of 2025.
−Removed: The year-over-year decrease in revenues was primarily attributable to lower sales of strain gages in our markets for consumer applications which offset higher sales in the Test & Measurement market.
−Removed: Sequentially, the decrease primarily reflected lower sales of precision resistors in the Test and Measurement market.
+Added: The Sensors segment revenue of $31.6 million in the third fiscal quarter of 2025 increased 12.1% from $28.2 million in the third fiscal quarter of 2024.
+Added: The year-over-year increase in revenues was primarily attributable to higher sales of precision resistors and strain gages in the Test and Measurement and the AMS markets
+Added: The Sensors segment revenues of $85.2 million in the nine months ended September 27, 2025, decreased of 1.4 % from $86.5 million in the nine months ended September 28, 2024.
+Added: The year-over-year decrease in revenues was primarily attributable to lower sales of strain gages in other markets partially offset by higher sales in the Test and Measurement market.
Gross profit as a percentage of net revenues for the Sensors segment was as follows:
Fiscal quarter ended
−Removed: Six Fiscal Months Ended
−Removed: June 28, 2025
−Removed: June 29, 2024
−Removed: June 28, 2025
−Removed: June 29, 2024
+Added: For the Nine Fiscal Months Ended
+Added: September 27, 2025
+Added: September 28, 2024
+Added: September 27, 2025
+Added: September 28, 2024
Gross profit margin
−Removed: Gross profit margin for the Sensors segment was 32.0% for the second fiscal quarter of 2025, as compared to 38.3% in the second fiscal quarter of 2024, and increased compared to 30.1% in the first fiscal quarter of 2025.
−Removed: The year-over-year decrease in gross profit margin was primarily due to lower volume, net tariffs cost, and manufacturing inefficiencies, partially offset by an increase in inventories.
−Removed: Sequentially, the higher gross profit margin was primarily due to an increase in inventories and favorable foreign currency exchange rates, which offset the impact of lower volume and net tariff costs.
+Added: Gross profit margin for the Sensors segment was 33.6% for the third fiscal quarter of 2025, as compared to 31.0% in the third fiscal quarter of 2024.
+Added: The year-over-year increase in gross profit margin was primarily due to higher sales volume, partially offset by unfavorable foreign exchange rates
+Added: Gross profit margin for the nine months ended September 27, 2025, was 32.0% a decrease from 35.3% from the nine months ended September 28, 2024.
+Added: The year-over-year decrease in gross profit margin relates to lower sales volume and unfavorable foreign exchange rates
Weighing Solutions
1 unchanged sentence
Fiscal quarter ended
−Removed: Six Fiscal Months Ended
−Removed: June 28, 2025
−Removed: June 29, 2024
−Removed: June 28, 2025
−Removed: June 29, 2024
+Added: For the Nine Fiscal Months Ended
+Added: September 27, 2025
+Added: September 28, 2024
+Added: September 27, 2025
+Added: September 28, 2024
Change versus comparable prior year period
5 unchanged sentences
Foreign currency effects
−Removed: The Weighing Solutions segment revenue of $29.4 million in the second fiscal quarter of 2025 increased 7.2% compared to $27.5 million in the second fiscal quarter of 2024 and was 11.3% higher than $26.4 million in the first fiscal quarter of 2025.
−Removed: The year-over-year increase in revenues was mainly attributable to higher sales in the Industrial Weighing and Transportation markets, as well as in our Other markets.
−Removed: Sequentially, the increase in revenues was primarily attributable to higher sales in the Transportation and Industrial Weighing, and in our Other markets for precision agriculture and medical applications.
+Added: The Weighing Solutions segment revenue of $27.5 million in the third fiscal quarter of 2025 increased 9.4% compared to $25.2 million in the third fiscal quarter of 2024.
+Added: The year-over-year increase in revenues was mainly attributable to higher sales in the Transportation market.
+Added: The Weighing Solutions segment revenues of $83.4 million in the nine months ended September 27, 2025, an increase of 2.4% from 81.5 million in the nine months ended September 28, 2024.
+Added: The year-over-year increase in revenues was mainly attributable to higher sales in the Transportation market.
Gross profit as a percentage of net revenues for the Weighing Solutions segment was as follows:
Fiscal quarter ended
−Removed: Six Fiscal Months Ended
−Removed: June 28, 2025
−Removed: June 29, 2024
−Removed: June 28, 2025
−Removed: June 29, 2024
+Added: For the Nine Fiscal Months Ended
+Added: September 27, 2025
+Added: September 28, 2024
+Added: September 27, 2025
+Added: September 28, 2024
Gross profit margin
−Removed: Gross profit margin for the Weighing Solutions segment was 39.6% for the second fiscal quarter of 2025, which increased compared to 37.6% in the second fiscal quarter of 2024, and increased compared to 36.8% in the first fiscal quarter of 2025.
−Removed: The year-over-year increase in gross profit margin was primarily due to higher volume, favorable foreign exchange rates, and cost reduction.
−Removed: The sequential increase in gross profit margin primarily reflected higher volume and favorable foreign exchange rates, which offset the impact of net tariff costs.
+Added: Gross profit margin for the Weighing Solutions segment was 40.3% for the third fiscal quarter of 2025, which increased compared to 35.1% in the third fiscal quarter of 2024.
+Added: The year-over-year increase in gross profit margin was primarily due to higher sales volume, favorable product mix and cost reductions.
+Added: Gross profit margin for the nine months ended September 27, 2025, was 38.9% as compared to 37.3% from the nine months ended September 28, 2024.
+Added: The year-over-year increase in gross profit margin relates to favorable product mix and cost reductions.
Measurement Systems
1 unchanged sentence
Fiscal quarter ended
−Removed: Six Fiscal Months Ended
−Removed: June 28, 2025
−Removed: June 29, 2024
−Removed: June 28, 2025
−Removed: June 29, 2024
+Added: For the Nine Fiscal Months Ended
+Added: September 27, 2025
+Added: September 28, 2024
+Added: September 27, 2025
+Added: September 28, 2024
Change versus comparable prior year period
5 unchanged sentences
Foreign currency effects
−Removed: The Measurement Systems segment revenue of $19.2 million in the second fiscal quarter of 2025 decreased 8.9% year-over-year from $21.0 million in the second fiscal quarter of 2024 and increased 5.1% from $18.3 million in the first fiscal quarter of 2025.
−Removed: The year-over-year decrease was primarily attributable to decreased revenue in the Steel market.
−Removed: which offset higher sales in the Transportation and Avionics, Military and Space ("AMS") markets.
−Removed: Sequentially, the increase in revenue was primarily due to higher sales in the AMS market, which offset lower sales to the Transportation and Steel markets.
+Added: The Measurement Systems segment revenue of $20.6 million in the third fiscal quarter of 2025, a decrease of 8.0% year-over-year from $22.4 million in the third fiscal quarter of 2024.
+Added: The year-over-year decrease was primarily attributable to decreased revenue in the AMS market.
+Added: The Measurement Systems segment revenues of $58.0 million in the nine months ended September 27, 2025, a decrease of 12.0% from $65.9 million in the nine months ended September 28, 2024.
+Added: The year-over-year decrease was primarily attributable to decreased revenue in the Steel and AMS markets partially offset by higher sales in transportation.
Gross profit as a percentage of net revenues for the Measurement Systems segment were as follows:
Fiscal quarter ended
−Removed: Six Fiscal Months Ended
−Removed: June 28, 2025
−Removed: June 29, 2024
−Removed: June 28, 2025
−Removed: June 29, 2024
+Added: For the Nine Fiscal Months Ended
+Added: September 27, 2025
+Added: September 28, 2024
+Added: September 27, 2025
+Added: September 28, 2024
Gross profit margin
−Removed: Gross profit margin for the Measurement Systems segment was 54.6%, compared to 52.4% in the second fiscal quarter of 2024, and 50.3% in the first fiscal quarter of 2025.
−Removed: The year-over-year increase in gross profit margin was primarily due to favorable product mix.
−Removed: The sequentially higher gross profit margin reflected higher volume and favorable product mix.
+Added: Gross profit margin for the Measurement Systems segment was 50.5%, compared to 56.8% in the third fiscal quarter of 2024.
+Added: The year-over-year decrease in gross profit margin was primarily due to lower sales volume and unfavorable product mix.
+Added: Gross profit margin for the nine months ended September 27, 2025, was 51.8% a decrease from 55.8% from the nine months ended September 28, 2024.
+Added: The year-over-year decrease in gross profit margin relates to lower sales volume and favorable product mix.
Selling, General, and Administrative Expenses
1 unchanged sentence
Fiscal Quarter Ended
−Removed: Six Fiscal Months Ended
−Removed: June 28, 2025
−Removed: June 29, 2024
−Removed: June 28, 2025
−Removed: June 29, 2024
+Added: For the Nine Fiscal Months Ended
+Added: September 27, 2025
+Added: September 28, 2024
+Added: September 27, 2025
+Added: September 28, 2024
Total SG&A expenses
As a percentage of net revenues
−Removed: SG&A expenses for the fiscal quarter and six fiscal months ended June 28, 2025 increased $1.2 million and $0.5 million, respectively, compared to the comparable prior year period.
+Added: SG&A expenses for the fiscal quarter ended and nine fiscal months ended September 27, 2025 increased $1.0 million and $1.5 million respectively, compared to the comparable prior year period, mainly due to foreign exchange differences impact.
Restructuring Costs
3 unchanged sentences
If the initial estimates are too low or too high, the Company could be required either to record additional expense in future periods or to reverse part of the previously recorded charges.
−Removed: The Company recorded $0.2 million and $0.0 million of restructuring costs during the fiscal quarter ended June 28, 2025 and June 29, 2024, respectively, and $0.6 million and $0.8 million of restructuring costs during the six fiscal months ended June 28, 2025 and June 29, 2024, respectively.
+Added: The Company recorded $0.2 million and $0.1 million of restructuring costs during the fiscal quarter ended September 27, 2025 and September 28, 2024, respectively, and $0.8 million and $0.9 million of restructuring costs during the nine fiscal months ended September 27, 2025 and September 28, 2024, respectively.
Restructuring costs were comprised primarily of employee termination costs, including severance and statutory retirement allowances, in connection with various cost reduction programs.
2 unchanged sentences
Fiscal Quarter Ended
−Removed: June 28, 2025
−Removed: June 29, 2024
−Removed: Foreign currency exchange (loss) gain
+Added: September 27, 2025
+Added: September 28, 2024
+Added: Foreign currency exchange loss
Interest income
Pension expense
−Removed: Six Fiscal Months Ended
−Removed: June 28, 2025
−Removed: June 29, 2024
−Removed: Foreign currency exchange (loss) gain
+Added: For the Nine Fiscal Months Ended
+Added: September 27, 2025
+Added: September 28, 2024
+Added: Foreign currency exchange loss
Interest income
1 unchanged sentence
Foreign currency exchange gain or loss are due to volatility in the global currency markets.
−Removed: For the fiscal quarter ended June 28, 2025 the foreign currency exchange loss was largely due to the fluctuation of the Israeli Shekel against the U.S.
−Removed: For the six fiscal months ended June 28, 2025 the foreign currency exchange loss was largely due to the fluctuation of the Japanese yen, Israeli Shekel and the British pound against the U.S.
−Removed: For the fiscal quarter ended June 28, 2025, the Company reported income tax expense, and its effective tax rate was 66.0% compared to the fiscal quarter ended June 29, 2024, where the Company reported income taxes and its effective tax rate was 33.3%.
−Removed: The effective tax rate for the fiscal quarter ended June 28, 2025, resulted primarily from our foreign income being taxed at varying tax rates and changes in valuation allowance on deferred tax assets.
−Removed: The effective tax rate for the fiscal quarter ended June 29, 2024 resulted primarily from the foreign income taxed at varying tax rates and changes in the valuation allowance on deferred tax assets.
−Removed: For the six months ended June 28, 2025, the Company reported income taxes at an effective tax rate of (66.5)%, compared to the six months ended June 29, 2024, where the Company reported income taxes at an effective tax rate of 30.7%.
−Removed: The change in effective tax rate in the six months ended June 28, 2025, compared to the corresponding period in the prior fiscal year is mainly due to fiscal year 2025 second quarter that increased the Company's tax expenses, in addition to the effect of foreign currency exchange rates effect on tax provisions in our non-US entities, and the valuation allowance on part of our deferred tax assets.
−Removed: On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted into law, extending key provisions of the 2017 Tax Cuts and Jobs Act.
−Removed: The OBBBA provides for accelerated depreciation for property acquired and placed in service after January 19, 2025, and restores expensing of domestic research expenditures for years beginning after December 31, 2024.
+Added: For the fiscal quarter ended September 27, 2025 the foreign currency exchange loss was largely due to the fluctuation of the Israeli Shekel against the U.S.
+Added: For the nine fiscal months ended September 27, 2025 the foreign currency exchange loss was largely due to the fluctuation of the Japanese yen, Israeli Shekel and the British pound against the U.S.
+Added: The Company reported an effective income tax rate of 19.8% for the third fiscal quarter of 2025, compared to 343.2% in the third fiscal quarter of 2024.
+Added: The effective tax rate for the fiscal quarter ended September 27, 2025, primarily resulted from an increase in U.S.
+Added: taxable income, the impact of the One Big Beautiful Bill Act (the “OBBBA”), and changes in the valuation allowance on deferred tax assets, which provided a tax benefit.
+Added: Sequentially, the effective tax rate for the third quarter was mainly influenced by foreign income taxed at varying statutory rates and changes in the valuation allowance on deferred tax assets.
+Added: For the nine fiscal months ended September 27, 2025, the Company reported an effective tax rate of 23.4%, compared to 41.6% for the same period in 2024.
+Added: The year-over-year change in the effective tax rate was primarily driven by a reduction in the valuation allowance on certain deferred tax assets and the impact of foreign currency exchange rate fluctuations on the tax provisions of our non-U.S.
+Added: On July 4, 2025, the OBBBA was enacted into law, extending key provisions of the 2017 Tax Cuts and Jobs Act.
+Added: The OBBBA restores expensing of domestic research expenditures for years beginning after December 31, 2024.
Additionally, the OBBBA restores the EBITDA-based interest expense limitation and includes changes related to the U.S.
−Removed: taxation of the income of our foreign subsidiaries and certain foreign derived income and the base erosion and anti-abuse tax.
−Removed: The legislation has multiple effective dates, with certain provisions effective in 2024 and other implemented through 2027.
−Removed: The Company is continuing to evaluate the impact of the OBBBA on its tax expenses.
+Added: taxation of the income of our foreign subsidiaries and certain foreign derived income, and the base erosion and anti-abuse tax, and provides for accelerated depreciation for property acquired and placed in service after January 19, 2025.
+Added: The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.
+Added: Due to the OBBBA provisions, the Company recorded tax benefit for the quarter as a decrease in valuation allowance on part of our deferred tax assets.
The Company and its subsidiaries are subject to income taxes imposed by the U.S., various states, and the foreign jurisdictions in which we operate.
12 unchanged sentences
The Company may elect to make loans under the 2024 Revolving Facility in US Dollars, Euros, Canadian Dollars, Sterling, Japanese Yen or such other freely convertible foreign currency.
+Added: On July 17, 2025, the Company made a partial repayment of its revolving debt in the amount of $11.0 million, using proceeds from the sale of manufacturing facility (see Note 3 - Sale of As set Held for Sale ).
+Added: The repayment was made in accordance with the terms of the Credit Agreement and resulted in a corresponding reduction in the outstanding balance under the revolving credit facility.
+Added: This repayment is expected to reduce annual interest expense by approximately $660,000.
+Added: As of September 27, 2025, the outstanding balance under the revolving credit facility was $21.0 million, bearing interest at variable rates based on the Credit Agreement.
The obligations of the Company under the 2024 Credit Agreement are secured by pledges of stock in certain domestic and foreign subsidiaries, as well as guarantees by substantially all of the Company’s domestic subsidiaries.
2 unchanged sentences
The financial maintenance covenants include an interest coverage ratio and a leverage ratio.
−Removed: The Company was in compliance with its financial maintenance covenants at June 28, 2025.
+Added: The Company was in compliance with its financial maintenance covenants at September 27, 2025.
If the Company is not in compliance with any of these covenant restrictions, the credit facility could be terminated by the lenders, and all amounts outstanding pursuant to the credit facility could become immediately payable.
Our business has historically generated significant cash flow.
−Removed: For the six fiscal months ended June 28, 2025, cash provided by operating activities was $11.2 million compared to $13.9 million in the comparable prior year period.
−Removed: Our net cash used in investing activities for the six fiscal months ended June 28, 2025 was lower compared to the prior year period mainly due to lower capital spending.
−Removed: Our net cash used in financing activities for the six fiscal months ended June 28, 2025 was significantly lower when compared with the prior year period, due to expiration of the stock repurchase plan in accordance with its terms on August 9, 2024.
−Removed: Approximately 92% and 94% of our cash and cash equivalents balance at June 28, 2025 and December 31, 2024, respectively, was held by our non-U.S.
+Added: For the nine fiscal months ended September 27, 2025, cash provided by operating activities was $10.0 million compared to $13.0 million in the comparable prior year period.
+Added: Our net cash used in investing activities for the nine fiscal months ended September 27, 2025 was higher compared to the prior year period mainly due to lower capital spending.
+Added: Our net cash used in financing activities for the nine fiscal months ended September 27, 2025 was significantly higher when compared with the prior year period, due to the repayment on revolving facility in accordance with its terms on August 9, 2024.
+Added: Approximately 94% of our cash and cash equivalents balance at September 27, 2025 and December 31, 2024 were held by our non-U.S.
subsidiaries.
−Removed: See the following table for the percentage of cash and cash equivalents, by region, at June 28, 2025 and December 31, 2024:
−Removed: June 28, 2025
+Added: See the following table for the percentage of cash and cash equivalents, by region, at September 27, 2025 and December 31, 2024:
+Added: September 27, 2025
December 31, 2024
7 unchanged sentences
These alternatives could result in higher tax expense, increased interest expense, or dilution of our earnings.
−Removed: We consider the majority of the undistributed earnings of our foreign subsidiaries, as of June 28, 2025, to be indefinitely reinvested.
−Removed: Adjusted free cash flow generated during the six fiscal months ended June 28, 2025, was $8.5 million.
−Removed: We refer to the amount of cash provided by operating activities ($11.2 million) in excess of our capital expenditures ($2.7 million), net of proceeds, if any, from the sale of assets as “adjusted free cash flow.”
−Removed: The following table summarizes the components of net cash at June 28, 2025 and December 31, 2024 (in thousands) :
−Removed: June 28, 2025
+Added: We consider the majority of the undistributed earnings of our foreign subsidiaries, as of September 27, 2025, to be indefinitely reinvested.
+Added: Adjusted free cash flow generated during the nine fiscal months ended September 27, 2025, was $15.9 million.
+Added: We refer to the amount of cash provided by operating activities ($10.0 million) in excess of our capital expenditures ($5.0 million), net of proceeds from the sale of assets ($10.9) million as “adjusted free cash flow.”
+Added: The following table summarizes the components of net cash at September 27, 2025 and December 31, 2024 (in thousands) :
+Added: September 27, 2025
December 31, 2024
2 unchanged sentences
Revolving debt
+Added: Repayment of credit facility
Deferred financing costs
4 unchanged sentences
These measures, as calculated by us, may not be comparable to similarly titled measures used by other companies.
−Removed: Our financial condition as of June 28, 2025 remains strong, with a current ratio (current assets to current liabilities) of 4.4 to 1.0, as compared to a ratio of 4.5 to 1.0 at December 31, 2024.
−Removed: Cash paid for property and equipment for the six fiscal months ended June 28, 2025 was $2.8 million compared to $5.2 million in the comparable prior year period.
−Removed: As of June 28, 2025 and December 31, 2024, we did not have any off-balance sheet arrangements.
+Added: Our financial condition as of September 27, 2025 remains strong, with a current ratio (current assets to current liabilities) of 4.1 to 1.0, as compared to a current ratio of 4.5 to 1.0 at December 31, 2024.
+Added: Cash paid for property and equipment for the nine fiscal months ended September 27, 2025 was $5.0 million compared to $7.0 million in the comparable prior year period.
+Added: As of September 27, 2025 and December 31, 2024, we did not have any off-balance sheet arrangements.
Safe Harbor Statement
25 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.