What changed in this filing

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Item 1. Financial Statements

2026-08-05 compared with 2026-05-12 · 450 added, 218 removed, 816 unchanged (45% of the section changed)

3 unchanged sentences

(In thousands)

April 4, 2026 December 31, 2025

December 31, 2025

Current assets:

31 unchanged sentences

22,057 22,892

Other non-current assets

26,150 24,361

4 unchanged sentences

(In thousands)

April 4, 2026 December 31, 2025

December 31, 2025

Liabilities and equity

5 unchanged sentences

Other accrued expenses and other current liabilities 22,356 20,833

19,959 20,833

Current portion of operating lease liabilities

6 unchanged sentences

18,907 19,547

Other liabilities

Other non-current liabilities

14,780 14,200

4 unchanged sentences

25,000,000 shares authorized;

12,278,113 shares outstanding as of April 4, 2026 and 12,256,197 shares outstanding as of December 31, 2025

Class B convertible common stock, par value $ 0.10 per share:

12,297,543 shares outstanding as of July 4, 2026 and 12,256,197 shares outstanding as of December 31, 2025

Class B convertible common stock, convertible common stock, par value $ 0.10 per share:

3,000,000 shares authorized;

1,022,887 shares outstanding as of April 4, 2026 and December 31, 2025

Treasury stock, at cost - 1,137,995 shares held at April 4, 2026 and December 31, 2025

1,022,887 shares outstanding as of July 4, 2026 and December 31, 2025

Treasury stock, at cost - 1,137,995 shares held at July 4, 2026 and December 31, 2025

( 25,335 ) ( 25,335 )

18 unchanged sentences

Fiscal Quarter Ended

April 4, 2026

March 29, 2025

June 28, 2025

Costs of products sold

1 unchanged sentence

Restructuring costs

Operating income (loss)

Operating (loss) income

Other expense:

1 unchanged sentence

Other expense

(Loss) income before taxes

Income tax (benefit) expense

Net (loss) earnings

net earnings attributable to noncontrolling interests

Net (loss) earnings attributable to VPG stockholders

Basic (loss) earnings per share attributable to VPG stockholders

Diluted (loss) earnings per share attributable to VPG stockholders

Weighted average shares outstanding - basic

Weighted average shares outstanding - diluted

See accompanying notes.

VISHAY PRECISION GROUP, INC.

Consolidated Condensed Statements of Operations

(Unaudited - In thousands, except per share amounts)

Six Fiscal Months Ended

June 28, 2025

Costs of products sold

Selling, general and administrative expenses

Restructuring costs

Operating income

Other expense:

Interest expense

Other expense

Loss before taxes

Income tax expense (benefit)

net loss attributable to noncontrolling interests

Income tax (benefit) expense

net earnings attributable to noncontrolling interests

Net loss attributable to VPG stockholders

8 unchanged sentences

Fiscal Quarter Ended

April 4, 2026

March 29, 2025

June 28, 2025

Comprehensive (loss) income attributable to VPG stockholders

Other comprehensive (loss) income, net of tax:

3 unchanged sentences

Comprehensive (loss) income

comprehensive income (loss) attributable to noncontrolling interests

comprehensive income attributable to noncontrolling interests

Comprehensive (loss) income attributable to VPG stockholders

1 unchanged sentence

VISHAY PRECISION GROUP, INC.

Consolidated Condensed Statements of Comprehensive Income

(Unaudited - In thousands)

Six Fiscal Months Ended

June 28, 2025

Other comprehensive (loss) income, net of tax:

Foreign currency translation adjustment

Pension and other postretirement actuarial items

Other comprehensive (loss) income

Comprehensive (loss) income

comprehensive income attributable to noncontrolling interests

Comprehensive (loss) income attributable to VPG stockholders

See accompanying notes.

VISHAY PRECISION GROUP, INC.

Consolidated Condensed Statements of Cash Flows

(Unaudited - In thousands)

Three Fiscal Months Ended

April 4, 2026

March 29, 2025

Six Fiscal Months Ended

June 28, 2025

Operating activities

1 unchanged sentence

Depreciation and amortization

(Gain) loss on sale of property and equipment

Share-based compensation expense

Inventory write-offs for obsolescence

Deferred income tax expense

Deferred expense taxes

Foreign currency impacts and other items

9 unchanged sentences

Capital expenditures

Proceeds from sale of property and equipment

Net cash used in investing activities

Financing activities

Repayments on revolving facility

(Distributions) contributions from noncontrolling interests

7 unchanged sentences

Capital expenditures accrued but not yet paid

Supplemental disclosure of financing transactions:

See accompanying notes.

3 unchanged sentences

Fiscal Quarter Ended

April 4, 2026

Total VPG Inc.

2 unchanged sentences

Noncontrolling

Balance at April 4, 2026

$ 1,342 $ 103 $ ( 25,335 ) $ 204,829 $ 196,951 $ ( 43,173 ) $ 334,717 $ ( 240 ) $ 334,477

Net (loss) earnings

— — — $ — ( 1,720 ) — ( 1,720 ) 14 ( 1,706 )

Other comprehensive loss

— — — $ — — ( 964 ) ( 964 ) — ( 964 )

Share-based compensation expense

— — — $ 718 — — 718 — 718

Restricted stock issuances ( 19,428 shares)

2 — — $ ( 2 ) — — — — —

Contributions from noncontrolling interests

— — — $ — — — — 82 82

Balance at July 4, 2026

$ 1,344 $ 103 $ ( 25,335 ) $ 205,545 $ 195,231 $ ( 44,137 ) $ 332,751 $ ( 144 ) $ 332,607

Fiscal Quarter Ended

June 28, 2025

Total VPG Inc.

Comprehensive

Stockholders'

Noncontrolling

Income (Loss)

Balance at March 29, 2025

$ 1,338 $ 103 $ ( 25,335 ) $ 203,071 $ 191,035 $ ( 45,224 ) $ 324,988 $ 27 $ 325,015

— — — — 248 — 248 56 304

Other comprehensive income

— — — — — 5,508 5,508 — 5,508

Share-based compensation expense

— — — 512 — — 512 — 512

Restricted stock issuances ( 18, 679 shares)

1 — — ( 46 ) — — ( 45 ) — ( 45 )

Distributions to noncontrolling interests

— — — — — — — ( 39 ) ( 39 )

Balance at June 28, 2025

$ 1,339 $ 103 $ ( 25,335 ) $ 203,537 $ 191,283 $ ( 39,716 ) $ 331,211 $ 44 $ 331,255

See accompanying notes.

VISHAY PRECISION GROUP, INC.

Consolidated Condensed Statements of Equity

(Unaudited - In thousands, except share amounts)

Six Fiscal Months Ended July 4, 2026

Total VPG Inc.

Comprehensive

Stockholders'

Noncontrolling

Balance at December 31, 2025

10 unchanged sentences

— — — — — — — ( 46 ) ( 46 )

Balance at April 4, 2026

Balance at July 4, 2026

$ 1,344 $ 103 $ ( 25,335 ) $ 205,545 $ 195,231 $ ( 44,137 ) $ 332,751 $ ( 144 ) $ 332,607

Fiscal Quarter Ended

March 29, 2025

Six Fiscal Months Ended June 28, 2025

Total VPG Inc.

14 unchanged sentences

— — — — — — — 108 108

Balance at March 29, 2025

Balance at June 28, 2025

$ 1,339 $ 103 $ ( 25,335 ) $ 203,537 $ 191,283 $ ( 39,716 ) $ 331,211 $ 44 $ 331,255

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, 2025 and 2024 and for each of the three years in the period ended December 31, 2025 , included in VPG’s Annual Report on Form 10 -K for the fiscal year ended December 31, 2025 , filed with the SEC on February 27, 2026.

The results of operations for the fiscal quarter ended April 4, 2026 are not necessarily indicative of the results to be expected for the full year.

The results of operations for the fiscal quarter ended July 4, 2026 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.

22 unchanged sentences

The Company is currently evaluating the impact of ASU 2025 - 11 on its consolidated financial statements and related disclosures

In December 2025, the FASB issued ASU 2025 - 10 Accounting for Government Grants Received by Business Entities, to establish guidance on the recognition, measurement, presentation and disclosure requirements for government grants received by business entities, including guidance for grants related to an asset and grants related to income.

ASU 2025 - 10 is effective for fiscal years beginning after December 15, 2028, and interim reporting periods within those annual reporting periods.

The Company is currently evaluating the impact of this amendment on its Consolidated Financial Statements and related disclosures.

Note 2 – Revenues

2 unchanged sentences

Fiscal Quarter Ended Fiscal Quarter Ended

April 4, 2026

March 29, 2025

June 28, 2025

Weighing Solutions

9 unchanged sentences

$ 33,418 $ 30,349 $ 20,169 $ 83,936 $ 26,563 $ 29,428 $ 19,170 $ 75,161

Six Fiscal Months Ended July 4, 2026

Six Fiscal Months Ended June 28, 2025

Weighing Solutions

Measurement Systems

Weighing Solutions

Measurement Systems

United States

$ 26,610 $ 22,338 $ 28,227 $ 77,175 $ 21,233 $ 23,655 $ 24,995 $ 69,883

$ 16,890 $ 30,736 $ 2,283 $ 49,909 15,517 25,912 1,190 42,619

$ 14,874 $ 7,373 $ 4,260 $ 26,507 9,908 6,196 3,838 19,942

$ — $ 1 $ 6,202 $ 6,203 — 22 7,393 7,415

$ 8,358 $ 136 $ — $ 8,494 6,962 81 — 7,043

$ 66,732 $ 60,584 $ 40,972 $ 168,288 $ 53,620 $ 55,866 $ 37,416 $ 146,902

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

Fiscal Quarter Ended

April 4, 2026

March 29, 2025

Fiscal Quarter Ended Six Fiscal Months Ended

June 28, 2025

Test & Measurement

1 unchanged sentence

Avionics, Military & Space

$ 10,359 7,278 $ 21,669 12,656

Transportation

3 unchanged sentences

Industrial Weighing

$ 9,407 9,450 $ 19,178 17,660

General Industrial

$ 6,932 4,318 $ 13,370 9,606

$ 10,114 8,923 $ 18,018 18,376

$ 83,936 $ 75,161 $ 168,288 $ 146,902

Contract Assets & Liabilities

9 unchanged sentences

$ 3,593 $ 7,059

Balance at April 4, 2026

Balance at July 4, 2026

Increase (decrease)

$ 15 $ ( 2,080 )

The amount of revenue recognized during the three fiscal months ended April 4, 2026 that was included in the contract liability balance at December 31, 2025 was $ 2.6 million.

The amount of revenue recognized during the six fiscal months ended July 4, 2026 that was included in the contract liability balance at December 31, 2025 was $ 5.1 million.

Note 3 – Goodwill

5 unchanged sentences

Balance at December 31, 2025

$ 47,367 $ 8,099 $ 16,924 $ 16,033 $ 6,311

Foreign currency translation adjustment

Balance at April 4, 2026

$ ( 277 ) $ ( 266 ) $ ( 11 ) $ — $ —

Balance at July 4, 2026

$ 47,090 7,833 16,913 16,033 6,311

Note 4 – Leases

1 unchanged sentence

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

April 4, 2026

December 31, 2025

6 unchanged sentences

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

April 4, 2026

Operating leases weighted average remaining lease term (in years)

1 unchanged sentence

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

Fiscal Quarter Ended

April 4, 2026

March 29, 2025

Fiscal Quarter Ended Six Fiscal Months Ended

June 28, 2025

Operating lease cost

5 unchanged sentences

$ 1,404 $ 1,228 $ 2,767 $ 2,466

Right of use assets obtained in exchange for new operating lease liability during the three fiscal months ended April 4, 2026 were $ 0.4 million.

The Company paid $ 1.4 million and $ 1.3 million for its operating leases for each of the three fiscal months ended April 4, 2026 and March 29, 2025 , which are included in operating cash flows on the consolidated condensed statements of cash flows.

Undiscounted maturities of operating lease payments as of April 4, 2026 are summarized as follows (in thousands) :

Right of use assets obtained in exchange for new operating lease liability during the six fiscal months ended July 4, 2026 were $ 1.0 million.

The Company paid $ 2.9 million and $ 2.7 million for its operating leases for each of the six fiscal months ended July 4, 2026 and June 28, 2025 , which are included in operating cash flows on the consolidated condensed statements of cash flows.

Undiscounted maturities of operating lease payments as of July 4, 2026 are summarized as follows (in thousands) :

Total future minimum lease payments

2 unchanged sentences

Note 5 – Income Taxes

For the fiscal quarter ended April 4, 2026, the Company reported tax expenses, and its effective tax rate was ( 81.4 %) compared to the fiscal quarter ended March 29, 2025, where the Company reported tax benefits, and its effective tax rate was 25.8 %.

The effective tax rate for the fiscal quarter ended April 4, 2026 differs from the federal statutory rate of 21% due to foreign income taxed at different tax rates and changes in our valuation allowance on deferred tax assets.

The effective tax rate for the fiscal quarter ended March 29, 2025 differs from the federal statutory rate of 21% due to foreign income taxed at different tax rates and changes in our valuation allowance on deferred tax assets.

For the fiscal quarter ended July 4, 2026, the Company reported tax benefits, and its effective tax rate was 8 % compared to the fiscal quarter ended June 28, 2025, where the Company reported tax expenses, and its effective tax rate was 66 %.

The year-over-year change in the effective tax rate was primarily driven by 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.

For the six months ended July 4, 2026, the Company reported tax benefits, and its effective tax rate of 1% , compared to the six months ended June 28, 2025, where the Company reported income taxes at an effective tax rate of ( 66 )%.

The change in effective tax rate in the six months ended July 4, 2026, 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.

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) :

April 4, 2026 December 31, 2025

Credit Agreement - Revolving Facility

December 31, 2025

Credit Agreement - Revolving Facility, outstanding amount

$ 16,000 $ 21,000

Repayment of credit facility

Deferred financing costs

16 unchanged sentences

Additional customary fees apply with respect to letters of credit.

On July 17, 2025, the Company made a partial repayment of the outstanding balance under the 2024 Credit Agreement in the amount of $ 11.0 million, using proceeds from the sale of manufacturing facility.

On July 17, 2025 and June 30, 2026, the Company made a partial repayment of the outstanding balance under the 2024 Credit Agreement in the amount of $ 11.0 million and $ 5.0 million, respectively, using proceeds from the sale of manufacturing facility and excess cash from operation.

The repayment was made in accordance with the terms of the 2024 Credit Agreement and resulted in a corresponding reduction in the outstanding balance under the 2024 Revolving Facility.

As of April 4, 2026 , the outstanding balance under the 2024 Revolving Facility was $ 21.0 million, bearing interest at variable rates based on the Credit Agreement.

As of July 4, 2026 , the outstanding balance under the 2024 Revolving Facility was $ 16.0 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.

The Company was in compliance with its financial maintenance covenants as of April 4, 2026 .

The Company was in compliance with its financial maintenance covenants as of July 4, 2026 .

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.

4 unchanged sentences

Balance at January 1, 2026

$ ( 41,403 ) $ 36 $ ( 41,367 )

Other comprehensive loss before reclassifications

( 2,778 ) — $ ( 2,778 )

Amounts reclassified from accumulated other comprehensive income

Balance at April 4, 2026

Balance at July 4, 2026

$ ( 44,181 ) $ 44 $ ( 44,137 )

Postretirement

1 unchanged sentence

Balance at January 1, 2025

$ ( 48,915 ) $ 18 $ ( 48,897 )

Other comprehensive income before reclassifications

9,177 — 9,177

Amounts reclassified from accumulated other comprehensive loss

Balance at March 29, 2025

Balance at June 28, 2025

$ ( 39,738 ) $ 22 $ ( 39,716 )

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

2 unchanged sentences

The following table sets forth the components of the net periodic benefit cost for the Company's defined benefit pension and OPEB plans (in thousands) :

Fiscal Quarter Ended

April 4, 2026

March 29, 2025

Fiscal Quarter Ended Fiscal Quarter Ended

June 28, 2025

Net service cost

$ 61 $ 3 $ 66 $ 3

Interest cost

210 26 205 28

Expected return on plan assets

( 171 ) — ( 174 ) —

Amortization of actuarial losses (gains)

— ( 9 ) 2 ( 8 )

Net periodic benefit cost

$ 100 $ 20 $ 99 $ 23

Six Fiscal Months Ended

June 28, 2025

Net service cost

$ 122 $ 6 $ 129 $ 7

Interest cost

421 51 406 57

Expected return on plan assets

( 342 ) — ( 343 ) —

Amortization of actuarial losses (gains)

1 ( 19 ) 5 ( 16 )

Net periodic benefit cost

$ 202 $ 38 $ 197 $ 48

Note 9 – Share-Based Compensation

1 unchanged sentence

2022 Stock Incentive Plan (the "2022 plan") permits issuance of up to 608,000 shares of common stock.

At April 4, 2026 , the Company had reserved 265,057 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.

At July 4, 2026 , the Company had reserved 245,629 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.

9 unchanged sentences

The performance-based portion ( fifty percent) of the RSUs will also vest on January 1, 2029, subject to the employees' continued employment and the satisfaction of certain performance objectives relating to three -year cumulative adjusted earnings and adjusted cash flow goals, each weighted equally

During the second quarter of 2026, certain non-executive VPG employees were granted annual equity awards in the form of RSUs.

Such awards were 50 % are performance-based.

The awards had an aggregate grant-date fair value of $ 0.2 million and were comprised of 3,264 RSUs.

The non-performance portion of these awards will vest on March 31 and April 30, 2029, accordingly to each employee grant, subject to the employees' continued employment.

The performance-based portion of the RSUs will also vest on March 31 and April 30, 2029, accordingly to each employee grant, subject to the employees' continued employment and the satisfaction of certain performance objectives relating to three -year cumulative earnings and cash flow goals, each weighted equally.

On May 19, 2026, and in accordance with the Company's 2026 Non-Employee Director Compensation Plan, the Board of Directors (the "Board") approved the issuance of an aggregate of 4,100 RSUs to the independent board members of the Board.

The awards had an aggregate grant-date fair value of $ 0.4 million and will vest on or before the 2027 Annual Stockholders Meeting in May 2027, subject to each applicable director's continued service on the Board.

Vesting of equity awards is subject to acceleration under certain circumstances

The amount of compensation cost related to share-based payment transactions is measured based on the grant-date fair value of the equity instruments issued.

3 unchanged sentences

Fiscal Quarter Ended

April 4, 2026

March 29, 2025

Six Fiscal Months Ended

June 28, 2025

Share-based compensation expense

$ 718 $ 512 $ 1,555 $ 1,057

Note 10 – Segment Information

20 unchanged sentences

Corporate/ Other

Three Fiscal Months Ended April 4, 2026

Three Fiscal Months Ended July 4, 2026

Net third-party revenues

20 unchanged sentences

2,244 105 240 155 2,744

Three Fiscal Months Ended March 29, 2025

Three Fiscal Months Ended June 28, 2025

Net third-party revenues

20 unchanged sentences

764 213 504 50 1,531

Weighing Solutions

Measurement Systems

Corporate/ Other

Six Fiscal Months Ended July 4, 2026

Net third-party revenues

$ 66,732 $ 60,584 $ 40,972 $ — $ 168,288

Intersegment revenues

954 29 — ( 983 ) —

Total revenues

67,686 60,613 40,972 ( 983 ) 168,288

Costs of products sold

45,574 38,948 19,435 ( 983 ) 102,974

22,112 21,665 21,537 — 65,314

Research and development expenses

2,393 3,110 5,852 — 11,355

Segment selling, general, and administrative expenses (1)

10,990 10,985 10,157 ( 36 ) 32,096

Segment operating income

8,729 7,570 5,528 36 21,863

Other supplemental information:

Restructuring costs

129 509 342 242 1,222

Depreciation and amortization expense

3,302 1,496 2,295 1,194 8,287

Capital expenditures

3,483 734 962 539 5,718

Six Fiscal Months Ended June 28, 2025

Net third-party revenues

$ 53,620 $ 55,866 $ 37,416 $ — $ 146,902

Intersegment revenues

831 362 — ( 1,193 ) —

Total revenues

54,451 56,228 37,416 ( 1,193 ) 146,902

Costs of products sold

37,817 34,865 17,773 ( 1,193 ) 89,262

16,634 21,363 19,643 — 57,640

Research and development expenses

2,042 2,636 5,579 — 10,257

Segment selling, general, and administrative expenses (1)

7,456 9,450 9,040 — 25,946

Segment operating income

7,136 9,277 5,024 — 21,437

Other supplemental information:

Restructuring costs

152 53 15 360 580

Depreciation and amortization expense

3,197 1,543 2,148 1,001 7,889

Capital expenditures

1,442 429 636 78 2,585

( 1 ) Segment selling, general and administrative expenses are direct selling, general and administrative expenses, excluding restructuring, share-based compensation, 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) :

Fiscal Quarter Ended

April 4, 2026

March 29, 2025

Fiscal Quarter Ended Six Fiscal Months Ended

June 28, 2025

Segment operating income

1 unchanged sentence

Restructuring costs

Unallocated General and Administrative expenses

$ 773 $ 185 $ 1,222 $ 580

Operating income (loss)

Unallocated G&A expenses

$ 10,224 $ 9,131 $ 20,596 $ 18,209

Operating (loss) income $ ( 294 ) $ 2,708 $ 45 $ 2,648

Other expense

$ ( 1,560 ) $ ( 1,812 ) $ ( 2,058 ) $ ( 3,039 )

Loss before taxes

$ ( 158 ) $ ( 1,287 )

(Loss) income before taxes $ ( 1,854 ) $ 896 $ ( 2,013 ) $ ( 391 )

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

April 4, 2026

March 29, 2025

For the Six Fiscal Months Ended

June 28, 2025

Sensors to Weighing Solutions

$ 437 $ 468 $ 762 $ 808

Sensors to Measurement Systems

Weighing Solutions to Sensors 19 362 29 362

Note 11 – Earnings Per Share

3 unchanged sentences

Fiscal Quarter Ended

April 4, 2026

March 29, 2025

Six Fiscal Months Ended

June 28, 2025

Numerator for basic earnings per share:

Net loss attributable to VPG stockholders

Net earnings (loss) attributable to VPG stockholders

$ ( 1,720 ) $ 248 $ ( 2,039 ) $ ( 694 )

8 unchanged sentences

13,310 13,309 13,282 13,259

Basic loss per share attributable to VPG stockholders

Basic earnings (loss) per share attributable to VPG stockholders

$ ( 0.13 ) $ 0.02 $ ( 0.15 ) $ ( 0.05 )

Diluted loss per share attributable to VPG stockholders

Diluted earnings (loss) per share attributable to VPG stockholders

$ ( 0.13 ) $ 0.02 $ ( 0.15 ) $ ( 0.05 )

The Company’s potentially dilutive securities were not included in the calculation of diluted loss per share for the three fiscal months ended April 4, 2026 and March 29, 2025 as the effect would be anti-dilutive.

The numbers of restricted stock units with a potentially dilutive impact were 82 and 88 , respectively.

The Company’s potentially dilutive securities were excluded from the calculation of diluted loss per share for the quarter and six fiscal months ended July 4, 2026, as their inclusion would have had an anti-dilutive effect.

The number of restricted stock units that had a potentially dilutive impact was 111 and 97 for the quarter and six fiscal months ended July 4, 2026, respectively, compared to 67 for the six fiscal months ended June 28, 2025.

Note 12 – Additional Financial Statement Information

1 unchanged sentence

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

Fiscal Quarter Ended

April 4, 2026

March 29, 2025

Fiscal Quarter Ended Six Fiscal Months Ended

June 28, 2025

Foreign currency exchange loss

$ ( 1,244 ) $ ( 1,763 ) $ ( 1,487 ) $ ( 2,735 )

Interest income

288 549 519 869

Pension expense

( 44 ) ( 11 ) ( 88 ) ( 22 )

( 215 ) ( 37 ) ( 328 ) ( 50 )

$ ( 1,215 ) $ ( 1,262 ) $ ( 1,384 ) $ ( 1,938 )

Foreign currency exchange gain or loss is due to volatility in the global currency markets.

For the three fiscal months ended April 4, 2026 the foreign currency exchange loss was largely due to the fluctuation of the Israeli Shekel and the British pound against the U.S.

Foreign currency exchange loss for the three fiscal months ended March 29, 2025 was mainly due to volatility in the global currency markets and the strengthening of the U.S.

dollar against the Japanese yen which increased the value of yen-based liabilities relative to the dollar.

Other Accrued Expenses

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

April 4, 2026

For the six fiscal months ended July 4, 2026 the foreign currency exchange loss was largely due to the fluctuation of the Israeli Shekel against the U.S.

Foreign currency exchange loss for the six fiscal months ended June 28, 2025 was largely due to the fluctuation of the Japanese yen and the Israeli Shekel against the U.S.

Other Accrued Expenses and Other Current Liabilities

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

December 31, 2025

8 unchanged sentences

Current accrued pensions and other post retirement costs 494 494

Income taxes 577 —

Income Taxes Payable 986 —

Deferred revenues 683 610

Customs and duties 595 416

$ 22,356 $ 20,833

10 unchanged sentences

Fair value measurements at reporting date using:

April 4, 2026

Assets held in rabbi trusts

$ 6,943 $ 117 $ 6,826 $ —

December 31, 2025

Assets held in rabbi trusts

$ 6,576 $ 52 $ 6,524 $ —

The Company maintains nonqualified trusts, referred to as “rabbi” trusts, to fund payments under deferred compensation and nonqualified pension plans.

Rabbi trust assets consist primarily of marketable securities, classified as available-for-sale money market funds at April 4, 2026 and December 31, 2025 , and company-owned life insurance assets.

Rabbi trust assets consist primarily of marketable securities, classified as available-for-sale money market funds at July 4, 2026 and December 31, 2025 , and company-owned life insurance assets.

The marketable securities held in the rabbi trusts are valued using quoted market prices on the last business day of the period.

The company-owned life insurance assets are valued in consultation with the Company’s insurance brokers using the value of underlying assets of the insurance contracts.

The fair value measurement of cash and cash equivalents held in the rabbi trust is considered a Level 1 measurement and the measurement of the company-owned life insurance assets is considered a Level 2 measurement within the fair value hierarchy.

The fair value of the long-term debt, excluding capitalized deferred financing costs, at April 4, 2026 and December 31, 2025 approximates its carrying value, as the revolving debt and term loans are reset monthly based on current market rates, plus a base rate as specified in the 2024 Credit Agreement.

The fair value measurement of the cash and cash equivalents held in the rabbi trust is considered a Level 1 measurement and the measurement of the company-owned life insurance assets is considered a Level 2 measurement within the fair value hierarchy.

The fair value of the long-term debt, excluding capitalized deferred financing costs, at July 4, 2026 and December 31, 2025 approximates its carrying value as the revolving debt and term loans are reset monthly based on current market rates, plus a base rate as specified in the 2024 Credit Agreement.

The fair value measurement of long-term debt is considered a Level 2 measurement.

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.

The Company recorded $ 0.4 million of restructuring costs during the fiscal quarter ended April 4, 2026 and during the fiscal quarter ended March 29, 2025, respectively.

The Company recorded $ 0.8 million and $ 0.2 million of restructuring costs during the fiscal quarter ended July 4, 2026 and June 28, 2025 , respectively, and $ 1.2 million and $ 0.6 million of restructuring costs during the six fiscal months ended July 4, 2026 and June 28, 2025 , 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, including the consolidation of certain manufacturing operations to improve operational efficiency and optimize the Company's manufacturing.

The following table summarizes recent activity related to all restructuring programs.

The accrued restructuring liability balance as of April 4, 2026 and December 31, 2025 , respectively, is included in Other accrued expenses in the accompanying consolidated condensed balance sheets (in thousands) :

The accrued restructuring liability balance as of July 4, 2026 and December 31, 2025 , respectively, is included in Other accrued expenses in the accompanying consolidated condensed balance sheets (in thousands) :

Balance at December 31, 2025

2 unchanged sentences

Foreign currency exchange translation

Balance at April 4, 2026

Balance at July 4, 2026

Note 15 – Commitments and Contingencies

15 unchanged sentences

As the functionality of customers' products continues to increase, and they integrate more precision measurement sensors and related systems into their solutions, we believe this will offer substantial growth opportunities for our products and expertise.

The impact of the recent wars in Israel on our operations

On February 28, 2026, Israel launched a preemptive strike on Iran, with military support from the United States.

Iran retaliated with ballistic missile and drone strikes targeting both civilian and military sites in Israel.

A ceasefire was reached on April 8, 2026, although there is no assurance that the ceasefire will continue.

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 three fiscal months ended April 4, 2026.

As of May 12, 2026, these facilities remain open and operational.

The war did not have a material impact on the Company’s financial results or operations for the three fiscal months ended April 4, 2026.

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.

We may, however, determine to temporarily discontinue production in Israel for the safety of our employees.

We could also face future production slowdowns or interruptions at either manufacturing location in Israel due to the impacts of the conflicts, including personnel absences as a number of our employees have been called to active military duty, or due to other resource constraints such as the inability to source materials for production.

The impact of recent changes in tariffs

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The tariffs have been set at various rates, with exemptions applicable to certain categories of imports and exports.

On February 20, 2026, the U.S.

Supreme Court issued a decision invalidating certain tariffs imposed under the International Emergency Economic Powers Act ("IEEPA").

The situation continues to evolve, and further legislative, regulatory, or judicial developments may affect the ultimate outcome and the availability or timing of any refunds.

Given the significant uncertainty involved, the Company determined to only recognize IEEPA tariff refunds upon receipt.

The Company has not received IEEPA tariff refunds during the three and six fiscal months ended July 4, 2026.

The Company mitigates the impact of tariff changes through pricing adjustments to customers.

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The Measurement Systems segment is comprised of highly specialized systems for steel production, materials development, and safety testing.

Net revenues for the fiscal quarter ended April 4, 2026 were $84.4 million versus $71.7 million for the comparable prior year period.

Net loss attributable to VPG stockholders for the fiscal quarter ended April 4, 2026 was $0.3 million, or $(0.02) per diluted share, compared to net loss of $0.9 million or (0.07) per diluted share, for the comparable prior year period.

The results of operations for the fiscal quarters ended April 4, 2026 and March 29, 2025 include items affecting comparability as listed in the reconciliations below.

Net revenues for the fiscal quarter ended July 4, 2026 were $83.9 million versus $75.2 million for the comparable prior year period.

Net loss attributable to VPG stockholders for the fiscal quarter ended July 4, 2026 was $1.7 million, or $0.13 per diluted share, compared to net earnings of $0.3 million or $0.02 per diluted share, for the comparable prior year period.

Net revenues for the six fiscal months ended July 4, 2026 were $168.3 million versus $146.9 million for the comparable prior year period.

Net loss attributable to VPG stockholders for the six fiscal months ended July 4, 2026 was $2.0 million, or $0.15 per diluted share, compared to a net loss of $0.7 million or $0.05 per diluted share, for the comparable prior year period.

The results of operations for the fiscal quarters ended July 4, 2026 and June 28, 2025 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.

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Management believes that the Company’s non-GAAP measures are regarded as supplemental to its GAAP financial results.

Operating Income

Net Earnings (loss) Attributable to VPG Stockholders

Diluted Earnings (loss) Per share

Operating (Loss) Income

Net (Loss) Earnings Attributable to VPG Stockholders

Diluted (Loss) Earnings Per share

Three months ended

April 4, 2026

March 29, 2025

April 4, 2026

March 29, 2025

April 4, 2026

March 29, 2025

April 4, 2026

March 29, 2025

June 28, 2025

As reported - GAAP

As reported - GAAP Margins

Start-up costs

Restructuring costs (a)

Share-based compensation cost (b)

Foreign currency exchange gain (c)

Start-up costs (a)

Restructuring costs

Severance cost

Stock-based compensation cost (b)

Foreign currency exchange loss (c)

Tax effect of reconciling items and discrete tax items

1 unchanged sentence

As Adjusted - Non GAAP Margins

Operating Income

Net (Loss) Earnings Attributable to VPG Stockholders

Diluted (Loss)Earnings Per share

Six Fiscal Months Ended

June 28, 2025

As reported - GAAP

As reported - GAAP Margins

Start-up costs (a)

Restructuring costs

Severance cost

Stock-based compensation cost (b)

Foreign currency exchange loss (c)

Tax effect of reconciling items and discrete tax items

As Adjusted - Non GAAP

As Adjusted - Non GAAP Margins

Fiscal Quarter Ended

April 4, 2026

March 29, 2025

Net loss attributable to VPG stockholders

Six Fiscal Months Ended

June 28, 2025

Net (loss) earnings attributable to VPG stockholders

Interest Expense

Income tax expense (benefit)

Restructuring costs (a)

Start-up costs

Share-based compensation cost (b)

Foreign currency exchange gain (c)

Income tax (benefit) expense

Restructuring costs

Severance cost

Start-up costs (a)

Stock-based compensation cost (b)

Foreign currency exchange loss (c)

ADJUSTED EBITDA

ADJUSTED EBITDA MARGIN

(a) Restructuring cost in 2026.

(b) Share-based compensation excluded for Non-GAAP results, effective beginning 2026, with prior period comparability.

(a) Start-up cost 2025.

(b) Share-based compensation cost excluded for Non-GAAP results, effective beginning 2026, with prior period comparability.

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The quarter-to-quarter trends in these financial metrics can also be an important indicator of the likely direction of our business.

The following tables show net revenues, gross profit margin, end-of-period backlog, book-to-bill ratio, and inventory turnover for our business as a whole and by segment during the five quarters beginning with the first quarter of 2025 through the first quarter of 2026.

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 2025 through the second quarter of 2026.

(dollars in thousands)

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Inventory turnover

Net revenues for the first fiscal quarter of 2026 increased 4.7% from the fourth fiscal quarter of 2025 primarily 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.

Net revenues for the first fiscal quarter of 2026 increased 17.6% from the first fiscal quarter of 2025 due to increases in all reporting segments.

Net revenues in the Sensors reporting segment increased 9.6% compared to $30.4 million in the fourth fiscal quarter of 2025 and increased 23.1% from $27.1 million in the first fiscal quarter of 2025.

The year-over-year increase in revenues was primarily attributable to higher sales of precision resistors in the Test and Measurement and higher sales of strain gage sensors in the AMS and Other markets.

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.

Net revenues in the Weighing Solutions reporting segment increased 9.0% from the fourth fiscal quarter of 2025 and increased 14.4% from the first fiscal quarter of 2025.

The year-over-year increase in revenues was mainly attributable to higher sales in the Other markets for medical applications and the Industrial weighing market.

Sequentially, the increase in revenues was primarily due to higher sales in the Other Markets and in our Transportation market.

Net revenues in the Measurement Systems reporting segment decreased 7.3% from the fourth fiscal quarter of 2025 and increased 14.0% from the first fiscal quarter of 2025.

The year-over-year increase was primarily attributable to higher revenue in the AMS market, which offset lower sales in the Steel and Transportation markets.

Sequentially, the decrease in revenue was primarily due to lower sales in the Steel Market, which offset higher sales to the AMS market.

Overall gross profit margin in the first fiscal quarter of 2026 increased 2.2% as compared to the fourth fiscal quarter of 2025 mainly due to the Sensors and Weighing Solutions reporting segment and increased 1.3% from the first fiscal quarter of 2025 primarily due to the Sensors and Measurement system reporting segments which were partially offset by Weighing Solutions reporting segment.

Net revenues for the second fiscal quarter of 2026 decreased 0.5% from the first fiscal quarter of 2026 primarily due to decreases in the Measurement Systems reporting segments, which were partially offset by increases in revenues in the Sensors and Weighing Solutions reporting segments.

Net revenues for the second fiscal quarter of 2026 increased 11.7% from the second fiscal quarter of 2025 due to increases in all reporting segments.

Main increase driven by our precision resistors serving AI-related semiconductor, aerospace and defense applications.

Net revenues in the Sensors reporting segment increased 0.3% compared to $33.3 million in the first fiscal quarter of 2026 and increased 25.8% from $26.6 million in the second fiscal quarter of 2025.

Sequentially, the increase in revenue primarily reflected higher sales of precision resistors in the Test & Measurement and AMS markets, which was mostly offset by lower sales of strain gages in the Test and Measurement market.

The year-over-year increase in revenue was primarily attributable to higher sales of precision resistors in the Test and Measurement and AMS and higher sales of strain gage sensors in the AMS and Other markets.

Net revenues in the Weighing Solutions reporting segment increased 0.4% from the first fiscal quarter of 2026 and increased 3.1% from the second fiscal quarter of 2025.

Sequentially, higher revenue in the Transportation market was offset by lower revenue in Other markets.

The year-over-year increase in revenue was mainly attributable to higher sales in the General Industrial market for process weighing applications.

Net revenues in the Measurement Systems reporting segment decreased 3.1% from the first fiscal quarter of 2026 and increased 5.2% from the second fiscal quarter of 2025.

Sequentially, the decrease in revenue was primarily due to lower sales in the AMS and Transportation markets which were partially offset by higher sales in the Steel market.

The year-over-year increase was primarily attributable to higher revenue in the AMS and Steel markets, which offset lower sales in the Transportation market.

Overall gross profit margin in the second fiscal quarter of 2026 decreased 0.4% as compared to the first fiscal quarter of 2026 mainly related to unfavorable foreign currency exchange rates in the Sensors reporting segment which mostly offset by increase in Weighing Solution segment.

Gross profit margin in the second fiscal quarter of 2026 decreased 2.1% from the second fiscal quarter of 2025 across all three reporting segments, primarily due to unfavorable foreign currency exchange rate and manufacturing overhead, unfavorable product mix which offset higher volume

Optimize Core Competence

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Effects of Foreign Currency Exchange Rate on Operations

For the fiscal quarter ended April 4, 2026, the effect of foreign currency exchange rates increased net revenues by $2.4 million, and increased costs of products sold and selling, general, and administrative expenses by $3.7 million, when compared to the comparable prior year period.

For the fiscal quarter ended July 4, 2026, the effect of foreign currency exchange rates increased net revenues by $0.4 million, and increased costs of products sold and selling, general, and administrative expenses by $3.7 million, when compared to the comparable prior year period.

For the six fiscal months ended July 4, 2026, the effect of foreign currency exchange rates increased net revenues by $2.8 million, and increased costs of products sold and selling, general, and administrative expenses by $7.5 million, when compared to the comparable prior year period.

Results of Operations

1 unchanged sentence

Fiscal Quarter Ended

April 4, 2026

March 29, 2025

Six Fiscal Months Ended

June 28, 2025

Costs of products sold

Selling, general, and administrative expenses

Operating income (loss)

Loss before taxes

Net loss attributable to VPG stockholders

Operating (loss) income

(Loss) income before taxes

Net (loss) earnings

Net (loss) earnings attributable to VPG stockholders

Effective tax rate

1 unchanged sentence

Fiscal Quarter Ended

April 4, 2026

March 29, 2025

Six Fiscal Months Ended

June 28, 2025

Change versus comparable prior year period

5 unchanged sentences

Foreign currency effects

During the fiscal quarter ended April 4, 2026 net revenues increased by 17.6% as compared to the comparable prior year period, mainly due to higher volume on all segments primarily attributable to Test and Measurement, AMS and Other markets.

During the fiscal quarter ended July 4, 2026 net revenues increased by 11.7% as compared to the comparable prior year period, mainly due to higher volume on the Sensors segment and higher sales in the Test & Measurement and AMS markets.

Net revenues for the six fiscal months ended July 4, 2026 increased by 14.6%, as compared to the comparable prior year periods.

The year-over-year increase in revenues was driven mainly due to higher volume on the Sensors segment and higher sales in the Test & Measurement and Other markets.

Gross Profit Margin

1 unchanged sentence

Fiscal Quarter Ended

April 4, 2026

March 29, 2025

Six Fiscal Months Ended

June 28, 2025

Gross profit margin

The gross profit margin for the fiscal quarter ended April 4, 2026 increased by 1.3% as compared to the comparable prior year period mainly on Sensors and Measurement Systems reporting segments due to high volume.

The gross profit margin for the fiscal quarter ended July 4, 2026 decreased by 2.1% and for the six fiscal months ended July 4, 2026 decreased by 0.4% as compared to the comparable prior year periods.

Although all three reporting segments reported higher revenues during the second fiscal quarter of 2026, gross profit margin declined primarily due to an unfavorable foreign currency exchange rates, unfavorable sales volume mix and higher material and personnel costs.

Analysis of revenues and gross profit margins for each of our reportable segments is provided below.

1 unchanged sentence

Fiscal Quarter Ended

April 4, 2026

March 29, 2025

Six Fiscal Months Ended

June 28, 2025

Change versus comparable prior year period

5 unchanged sentences

Foreign currency effects

The Sensors segment revenue of $33.3 million in the first fiscal quarter of 2026 increased 23.1% from $27.1 million in the first fiscal quarter of 2025.

The Sensors segment revenue of $33.4 million in the second fiscal quarter of 2026 increased 25.8% from $26.6 million in the second fiscal quarter of 2025.

The Sensors segment revenues of $66.7 million in the six fiscal months ended July 4, 2026, increased 24.5% from $53.6 million as compared to the comparable prior year periods.

1 unchanged sentence

Fiscal Quarter Ended

April 4, 2026

March 29, 2025

Six Fiscal Months Ended

June 28, 2025

Gross profit margin

Gross profit margin for the Sensors segment was 34.8% for the first fiscal quarter of 2026, as compared to 30.1% in the first fiscal quarter of 2025.

The year-over-year increase in gross profit margin was primarily due to higher sales volume, partially offset by unfavorable foreign exchange rates.

Gross profit margin for the Sensors segment was 31.5% for the second fiscal quarter of 2026, as compared to 32.0% in the second fiscal quarter of 2025.

The year-over-year decrease in gross profit margin was primarily due to unfavorable foreign currency exchange rates, which offset higher volume.

Gross profit margin for the six fiscal months ended July 4, 2026 was 33.1%, as compared to 31.0% in the six fiscal months ended June 28, 2025.

The year-over-year increase in gross profit margin was attributable to higher sales volume partially offset due to unfavorable foreign currency exchange rates and higher personnel cost.

Weighing Solutions

1 unchanged sentence

Fiscal Quarter Ended

April 4, 2026

March 29, 2025

Six Fiscal Months Ended

June 28, 2025

Change versus comparable prior year period

5 unchanged sentences

Foreign currency effects

The Weighing Solutions segment revenue of $30.2 million in the first fiscal quarter of 2026 increased 14.4% compared to $26.4 million in the first fiscal quarter of 2025.

The year-over-year increase in revenues was mainly attributable to higher sales in the Other markets for medical applications and the Industrial weighing market.

The Weighing Solutions segment revenue of $30.3 million in the second fiscal quarter of 2026 increased 3.1% compared to $29.4 million in the second fiscal quarter of 2025.

The year-over-year increase in revenue was mainly attributable to higher sales in the General Industrial market for process weighing applications.

The Weighing Solutions segment revenues of $60.6 million in the six fiscal months ended July 4, 2026, increased 8.4% from $55.9 million as compared to the comparable prior year periods.

The year-over-year increase in revenues was mainly attributable to higher sales in the General Industrial, Transportation and Industrial Weighing markets.

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

Fiscal Quarter Ended

April 4, 2026

March 29, 2025

Six Fiscal Months Ended

June 28, 2025

Gross profit margin

Gross profit margin for the Weighing Solutions segment was 34.2% for the first fiscal quarter of 2026, which decreased compared to 36.8% in the first fiscal quarter of 2025.

The year-over-year decrease in gross profit margin was primarily due to unfavorable product mix, higher manufacturing fixed costs, partially offset by higher volume and favorable foreign exchange rates.

Gross profit margin for the Weighing Solutions segment was 37.3% for the second fiscal quarter of 2026, which decreased compared to 39.6% in the second fiscal quarter of 2025.

The year-over-year decrease in gross profit margin was primarily due to unfavorable product mix, which offset higher volume.

Gross profit margin for the six fiscal months ended July 4, 2026 was 35.8% as compared to 38.2% in the six fiscal months ended June 28, 2025.

The year-over-year decrease in gross profit margin was primarily due to unfavorable product mix and higher personnel cost, partially offset by higher volume and favorable foreign exchange rates.

Measurement Systems

1 unchanged sentence

Fiscal Quarter Ended

April 4, 2026

March 29, 2025

Six Fiscal Months Ended

June 28, 2025

Change versus comparable prior year period

3 unchanged sentences

Change in volume

Change in average selling prices

Foreign currency effects

The Measurement Systems segment revenue of $20.8 million in the first fiscal quarter of 2026 increased by 14.0% compared to $18.3 million in the first fiscal quarter of 2025.

The year-over-year increase was primarily attributable to higher revenue in the AMS market, which offset lower sales in the Steel and Transportation markets.

The Measurement Systems segment revenue of $20.2 million in the second fiscal quarter of 2026 increased by 5.2% compared to $19.2 million in the second fiscal quarter of 2025.

The year-over-year increase was primarily attributable to higher revenue in the AMS and Steel markets, which offset lower sales in the Transportation market.

The Measurement Systems segment revenues of $41.0 million in the six fiscal months ended July 4, 2026, increased 9.5% from $37.4 million as compared to the comparable prior year periods.

The year-over-year increase was primarily attributable to higher revenue in the AMS and Steel markets partially offset by lower sales in Transportation market.

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

Fiscal Quarter Ended

April 4, 2026

March 29, 2025

Six Fiscal Months Ended

June 28, 2025

Gross profit margin

Gross profit margin for the Measurement Systems segment was 52.6% for the first fiscal quarter of 2026, as compared to 50.3% in the first fiscal quarter of 2025.

The year-over-year increase in gross profit margin was primarily due to higher sales volume and unfavorable product mix.

Gross profit margin for the Measurement Systems segment was 52.5% for the second fiscal quarter of 2026 as compared to 54.6% in the second fiscal quarter of 2025.

The year-over-year decrease in gross profit margin was primarily due to unfavorable product mix which offset higher volume.

Gross profit margin for the six fiscal months ended July 4, 2026 was 52.6% as compared to 52.5% in the six fiscal months ended June 28, 2025.

The year-over-year increase in gross profit margin was primarily due to higher volume.

Selling, General, and Administrative Expenses

1 unchanged sentence

Fiscal Quarter Ended

April 4, 2026

March 29, 2025

Six Fiscal Months Ended

June 28, 2025

Total SG&A expenses

As a percentage of net revenues

SG&A expenses for the three fiscal months ended April 4, 2026 increased $5.4 million compared to the comparable prior year period, primarily due to the impact of foreign exchange differences, as well as investments in building organizational infrastructure and strategic programs aimed at supporting the company’s revenue growth, including the recently announced organizational changes and the establishment of the Chief Business and Product Officer and Chief Operating Officer functions.

Selling, general and administrative expenses for the fiscal quarter ended and six fiscal months ended July 4, 2026 increased $4.3 million and $9.6 million respectively, compared to the comparable prior year period.

The increases were primarily attributable to foreign exchange impacts, higher bonus reserve reflecting improved operating performance, and investments in organizational infrastructure and strategic growth initiatives recently announced organizational changes and the establishment of the Chief Business and Product Officer and Chief Operating Officer functions.

Restructuring Costs

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If the initial estimates are too low or too high, the Company could be required either to record additional expense in future periods or to reverse part of the previously recorded charges.

The Company recorded $0.4 million of restructuring costs during the fiscal quarter ended April 4, 2026 and March 29, 2025, respectively.

Restructuring costs were comprised primarily of employee termination costs, including severance and statutory retirement allowances, in connection with various cost reduction programs.

Other Expense

The Company recorded $0.8 million and $0.2 million of restructuring costs during the fiscal quarter ended July 4, 2026 and June 28, 2025, respectively, and $1.2 million and $0.6 million of restructuring costs during the six fiscal months ended July 4, 2026 and June 28, 2025, respectively.

Other Income (Expense)

The following table analyzes the components of the line “Other” on the consolidated condensed statements of operations (in thousands) :

Fiscal Quarter Ended

April 4, 2026

March 29, 2025

June 28, 2025

Foreign currency exchange loss

1 unchanged sentence

Pension expense

Six Fiscal Months Ended

June 28, 2025

Foreign currency exchange loss

Interest income

Pension expense

Foreign currency exchange gain or loss are due to volatility in the global currency markets.

For the fiscal quarter ended April 4, 2026 the foreign currency exchange loss was largely due to the fluctuation of the Israeli Shekel and the British pound against the U.S.

The Company reported tax expenses, and its effective tax rate was (81.4%) for the first fiscal quarter of 2026, compared to the first fiscal quarter of 2025, where the Company reported tax benefits, and its effective tax rate was 25.8%.

The effective tax rate for the fiscal quarter ended April 4, 2026, was mainly influenced by foreign income taxed at varying statutory rates and changes in the valuation allowance on deferred tax assets

On July 4, 2025, the OBBBA was enacted into law, extending key provisions of the 2017 Tax Cuts and Jobs Act.

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.

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.

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.

For the fiscal quarter ended July 4, 2026 the foreign currency exchange loss was largely due to the fluctuation of the Israeli Shekel against the U.S.

For the six fiscal months ended July 4, 2026 the foreign currency exchange loss was largely due to the fluctuation of the Israeli Shekel against the U.S.

For the fiscal quarter ended July 4, 2026, the Company reported tax benefits, and its effective tax rate was 8% compared to the fiscal quarter ended June 28, 2025, where the Company reported tax expenses, and its effective tax rate was 66%.

For the six months ended July 4, 2026, the Company reported tax benefits, and its effective tax rate of 1%, compared to the six months ended June 28, 2025, where the Company reported income taxes at an effective tax rate of (66)%.

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.

7 unchanged sentences

Financial Condition, Liquidity, and Capital Resources

We believe that our current cash and cash equivalents, credit facilities and projected cash from operations will be sufficient to meet our liquidity needs for at least the next 12 months.

The Company believes that its current cash and cash equivalents, credit facilities and projected cash from operations will be sufficient to support its working capital requirements, capital expenditures and strategic initiatives for the foreseeable future.

On August 15, 2024, the Company entered into a Fourth Amended and Restated Credit Agreement (the “2024 Credit Agreement”) among the Company, the lenders party thereto, JPMorgan Chase Bank, N.A., Wells Fargo Bank, N.A.

2 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.

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.

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.

This repayment is expected to reduce annual interest expense by approximately $660,000.

As of April 4, 2026, the outstanding balance under the revolving credit facility was $21.0 million, bearing interest at variable rates based on the Credit Agreement.

On July 17, 2025 and June 30, 2026, the Company made a partial repayment of the outstanding balance under the 2024 Credit Agreement in the amount of $11.0 million and $5.0 million, respectively, using proceeds from the sale of manufacturing facility and excess cash from operation.

The repayments were made in accordance with the terms of the 2024 Credit Agreement and resulted in a corresponding reduction in the outstanding balance under the 2024 Revolving Facility.

As of July 4, 2026, the outstanding balance under the 2024 Revolving Facility was $16.0 million, bearing interest at variable rates based on the Credit Agreement.

2 unchanged sentences

The financial maintenance covenants include an interest coverage ratio and a leverage ratio.

The Company was in compliance with its financial maintenance covenants at April 4, 2026.

The Company was in compliance with its financial maintenance covenants at July 4, 2026.

If the Company is not in compliance with any of these covenant restrictions, the credit facility could be terminated by the lenders, and all amounts outstanding pursuant to the credit facility could become immediately payable.

Our business has historically generated significant cash flow.

For the three fiscal months ended April 4, 2026, cash provided by operating activities was $(0.6) million compared to $5.2 million in the comparable prior year period.

Our net cash used in investing activities for the three fiscal months ended April 4, 2026 was higher compared to the prior year period mainly due to higher capital spending.

Approximately 91% of our cash and cash equivalents balance at April 4, 2026 and December 31, 2025 were held by our non-U.S.

For the six fiscal months ended July 4, 2026, cash provided by operating activities was $(0.3) million compared to $11.2 million in the comparable prior year period.

Our net cash used in investing activities for the six fiscal months ended July 4, 2026 was higher compared to the prior year period mainly due to higher capital spending.

Our net cash used in financing activities for the six fiscal months ended July 4, 2026 was significantly higher when compared with the prior year period, due to the partial repayment on the 2024 Revolving Facility.

Approximately 89% of our cash and cash equivalents balance at July 4, 2026 and 91% at December 31, 2025 were held by our non-U.S.

subsidiaries.

See the following table for the percentage of cash and cash equivalents, by region, at April 4, 2026 and December 31, 2025:

April 4, 2026

See the following table for the percentage of cash and cash equivalents, by region, at July 4, 2026 and December 31, 2025:

December 31, 2025

7 unchanged sentences

These alternatives could result in higher tax expense, increased interest expense, or dilution of our earnings.

We consider the majority of the undistributed earnings of our foreign subsidiaries, as of April 4, 2026, to be indefinitely reinvested.

Adjusted free cash flow generated during the three fiscal months ended April 4, 2026, was $(3.7) million.

We refer to the amount of cash provided by operating activities ($(0.6) million) in excess of our capital expenditures ($3.1 million), net of proceeds from the sale of assets, if any, as “adjusted free cash flow.”

The following table summarizes the components of net cash at April 4, 2026 and December 31, 2025 (in thousands) :

April 4, 2026

We consider the majority of the undistributed earnings of our foreign subsidiaries, as of July 4, 2026, to be indefinitely reinvested.

Adjusted free cash flow generated during the six fiscal months ended July 4, 2026, was $(5.1) million.

We refer to the amount of cash provided by operating activities ($(0.3) million) in excess of our capital expenditures ($5.0 million), net of proceeds from the sale of assets ($0.3 million) as “adjusted free cash flow.”

The following table summarizes the components of net cash at July 4, 2026 and December 31, 2025 (in thousands) :

December 31, 2025

9 unchanged sentences

These measures, as calculated by us, may not be comparable to similarly titled measures used by other companies.

Our financial condition as of April 4, 2026 remains strong, with a current ratio (current assets to current liabilities) of 4.5 to 1.0, as compared to a current ratio of 4.5 to 1.0 at December 31, 2025.

Cash paid for property and equipment for the three fiscal months ended April 4, 2026 was $3.1 million compared to $1.5 million in the comparable prior year period.

Our financial condition as of July 4, 2026 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, 2025.

Cash paid for property and equipment for the six fiscal months ended July 4, 2026 was $5.0 million compared to $2.8 million in the comparable prior year period.

The increase reflects the Company’s continued investment in equipment as part of its strategic focus on expanding operational infrastructure.

These investments are intended to enhance capacity and support the Company’s long-term revenue growth and business expansion plans.

As of April 4, 2026 and December 31, 2025, we did not have any off-balance sheet arrangements.

As of July 4, 2026 and December 31, 2025, 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.

What changed 10-Q

Item 1. Financial Statements