What changed in this filing

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Item 1. Business

2021-03-11 compared with 2020-03-11 · 53 added, 53 removed, 289 unchanged (27% of the section changed)

36 unchanged sentences

Stress-Tek designs and manufactures state-of-the-art, rugged and reliable strain gage-based load cells and force measurement systems.

Stress-Tek primarily operates in North America, where their sensors and display systems are used in a wide range of industries,

predominantly in transportation and trucking, for timber, refuse, aggregate, mining, and general trucking applications.

Stress-Tek primarily operates in North America, where their sensors and display systems are used in a wide range of industries, predominantly in transportation and trucking, for timber, refuse, aggregate, mining, and general trucking applications.

Stress-Tek products are marketed under the Vulcan brand as part of the VPG Onboard Weighing offerings for our Weighing and Control Systems reporting segment.

1 unchanged sentence

On April 6, 2016, we completed the acquisition of Pacific Instruments, Inc.

("Pacific") based in Concord, California.

Pacific designs and manufactures high-performance signal conditioning, data acquisition and control systems and has extensive experience integrating these systems.

Pacific sells primarily to the aerospace, commercial aviation and defense markets in the United States.

Pacific products expanded the offerings of our Foil Technology Products reporting segment, which already offered data acquisition systems, primarily in the field of strain measurement.

("Pacific Instruments") based in Concord, California.

Pacific Instruments designs and manufactures high-performance signal conditioning, data acquisition and control systems and has extensive experience integrating these systems.

Pacific Instruments sells primarily to the aerospace, commercial aviation and defense markets in the United States.

Pacific Instruments products expanded the offerings of our Foil Technology Products reporting segment, which already offered data acquisition systems, primarily in the field of strain measurement.

As a result of our acquisition, we acquired a leased manufacturing, engineering, sales and administrative facility in Concord, California.

4 unchanged sentences

DSI will report into the Company's Weighing and Control Systems segment.

While our acquisitions provided us an array of strong brand names, in addition to our historical resistor and strain gage brands, we believe the continued success of our strategy is best served by the establishment of a strong overall global brand.

In 2014, we launched the “VPG” brand, which is intended to leverage the strength of these historical brands under the umbrella of a more unified, globally recognizable VPG name.

We continue to broaden and emphasize the VPG brand in the markets we serve under the following brands for each of our business segments:

Foil Technology Products

Force Sensors

Weighing and Control Systems

VPG Foil Resistors

VPG Transducers

- Alpha Electronics

VPG Onboard Weighing

- Vishay Foil Resistors

- Sensortronics

Gleeble (DSI)

Micro-Measurements

- Tedea-Huntleigh

Pacific Instruments

Our acquisitions added to our strong, diverse, global manufacturing, sales and distribution network, which includes facilities in Canada, China, France, Germany, India, Israel, Japan, Sweden, Taiwan, the United Kingdom, and the United States.

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Our main telephone number is 484-321-5300.

Leverage Global Brand

The “VPG” brand leverages the strength of these historical brands under the umbrella of a unified, globally recognizable VPG name.

We continue to broaden and emphasize the VPG brand in the markets we serve under the following brands for each of our business segments:

Foil Technology Products Force Sensors Weighing and Control Systems

VPG Foil Resistors VPG Transducers BLH Nobel

- Alpha Electronics - Celtron KELK

- Powertron - Revere VPG Onboard Weighing

- Vishay Foil Resistors - Sensortronics Dynamic Systems Inc.

Micro-Measurements - Tedea-Huntleigh

Pacific Instruments

Key Business Vision and Strategies

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Our advanced sensors manufacturing technology also offers us the capability to produce high-quality foil strain gages in a highly automated environment, which we believe results in reduced manufacturing and lead times, improved quality and increased margins.

As a sign of our commitment to these businesses, we recently signed a long term lease for a state of the art facility to be constructed in Israel to move forward with our advanced sensors business.

As a sign of our commitment to these businesses, we signed a long-term lease for a state of the art facility which has been constructed in Israel.

Our administrative personnel have moved to the new facility, and we have begun the transition of our advanced sensors business to that facility.

We also seek to achieve significant production cost savings through the transfer, expansion, and construction of manufacturing operations in countries such as India, China, and Israel, where we can benefit from lower labor costs, improved efficiencies, or available tax and other government-sponsored incentives.

For example, in 2019 we incurred restructuring expense related to closing and downsizing of facilities as part of the manufacturing transitions of our force sensor products to facilities in India and China, which marked key milestones in our ongoing strategic initiatives to align and consolidate our manufacturing footprint.

In 2017, we closed two leased facilities in the United States and moved to more cost effective locations.

Organic Growth

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Additionally, the KELK acquisition resulted in the acquisition of certain optical sensor technology.

The Pacific acquisition significantly broadened our existing data acquisition offerings and opened new markets for us.

Our most recent acquisition, of DSI, expands our position in the steel market.

Along with our success in MEMS technology for on-board weighing, we expect to expand our expertise, and our acquisition focus, outside our traditional vertical approach to other precision sensor solutions in the fields of measurement of force, weight, pressure, torque, tilt, motion, and acceleration.

The Pacific Instruments acquisition significantly broadened our existing data acquisition offerings and opened new markets for us.

Our most recent acquisition, DSI, expands our position in the steel market.

We expect to expand our expertise, and our acquisition focus, outside our traditional vertical approach to other precision sensor solutions in the fields of measurement of force, weight, pressure, torque, tilt, motion, and acceleration.

We believe acquired businesses will benefit from improvements we implement to reduce redundant functions and from our current global manufacturing and distribution footprint.

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Our resistor portfolio encompasses a wide variety of configurations and packages designed to meet the requirements of even the most demanding applications.

Typical applications for foil resistors include high end test equipment and electronics for the aviation, military and space, semiconductor, process control, oil and gas, and medical markets.

Typical applications for foil

resistors include high end test equipment and electronics for the aviation, military and space, semiconductor, process control, oil and gas, and medical markets.

Typical applications for strain gages, which include advanced sensor gages, are stress analysis for structural testing in the aviation, military and space, infrastructure, and construction markets, along with force measurement and weighing markets.

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The manufacturing of the foil material is a critical and common component of the Company’s strain gage and precision foil resistor operating segments, and as a result, we experience synergies between our foil resistor and strain gage operating segments.

production cycles for foil resistors and strain gages are similar and many of the same raw materials are utilized in the manufacturing processes for both operating segments.

The production cycles for foil resistors and strain gages are similar and many of the same raw materials are utilized in the manufacturing processes for both operating segments.

The foil resistor and strain gage products require a similar level of labor and capital.

However, the advanced sensors’ manufacturing technology offers us the capability to produce high-quality foil strain gages in a highly automated environment, which we believe results in reduced manufacturing costs and lead times, higher quality, and increased margins.

Our Pacific business offers a broad range of high performance signal conditioning, data acquisition and control systems, many of which reach customers outside our traditional commercial customer base, such as U.S.

Our Pacific Instruments business offers a broad range of high performance signal conditioning, data acquisition and control systems, many of which reach customers outside our traditional commercial customer base, such as U.S.

government related customers.

4 unchanged sentences

Typical applications for force sensors are in construction machinery (for stability control, overload protection), agricultural equipment (for precision force measurement), and medical devices (such as hospital beds and medication dosing).

The truck and heavy equipment market has begun to adopt force sensors technology as process control and equipment control features for their products.

The heavy equipment market has begun to adopt force sensors technology as process control and equipment control features for their products.

These sensors use our foil technology products, which serve as sensing elements and components within each unit.

1 unchanged sentence

A majority of products from the Force Sensors segment are sold to third parties as “standard catalog items,” but a growing sector of this segment’s products are sold as non-standard and/or custom products to third parties.

In addition, we sell products from this segment to our Weighing and Control Systems segment as well as to OEM manufacturers, which often involve "design-in" features.

Direct sales channels (field application engineers (“FAEs”)) are utilized as the primary customer interface relating to initial design specifications, development of prototypes, and pricing/delivery of this segment’s products.

In addition, we sell products from this segment to our Weighing and Control Systems segment as well as to OEM manufacturers.

Our sales teams act as direct sales channels (field application engineers (“FAEs”)) utilizing the primary customer interface relating to initial design specifications, development of prototypes, and pricing/delivery of this segment’s products.

Distributors are also used for those customers that desire standard products.

Weighing and Control Systems

The Weighing and Control Systems segment designs and manufactures complete systems comprised of load cells and instrumentation for weighing and force control/measurement for a variety of uses, including on-board weighing and overload monitor systems.

The Weighing and Control Systems segment designs and manufactures complete systems comprised of mainly load cells and instrumentation for weighing and force control/measurement for a variety of uses, including process weighing, steel manufacturing, on-board weighing and overload monitoring.

Typical applications for our weighing and control systems products are:

1 unchanged sentence

aircraft and truck weighing and overload protections;

weight, force and process optimization in steel and paper mills;

weight, force and process optimization and simulation in steel and paper mills;

and force measurement for offshore oil and gas exploration.

2 unchanged sentences

optical gages;

laser systems;

signal processors;

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The ultra-precision technology also provides extremely low temperature coefficient resistance and exceptional long term stability through temperature extremes.

To complement our extensive portfolio of high-performance foil resistors, we also offer decade boxes, standard resistors, exceptional precision thin film and power resistors including special construction configurations

to meet the requirements of high temperature applications.

We have a road map of new technology products to meet the required needs of our customers.

14 unchanged sentences

• Data acquisition systems – Data acquisition systems, which include instruments to measure, process, digitize, display, and record the output of our strain gages, transducers, and other sensor or sensor-based systems as well as deliver information to control systems.

Our acquisition of Pacific significantly expanded our previous instruments offerings.

Our acquisition of Pacific Instruments significantly expanded our previous instruments offerings.

• Weighing and control systems – Weighing and control systems are integrated systems for the detection and measurement of weight and other types of force, primarily for use in industrial applications.

23 unchanged sentences

Our principal manufacturing facilities are located in Israel, the United States, Canada, India, the People’s Republic of China, Germany, and Japan.

We also have manufacturing facilities in Sweden, the United Kingdom, the Republic of China (Taiwan), and

We also have manufacturing facilities in Sweden, the United Kingdom, the Republic of China (Taiwan), and France.

Over the past several years, we have invested substantial resources to increase capacity and to enhance automation in our plants, which we believe will further reduce production costs.

35 unchanged sentences

Competitors try to compete in this market using different technology to offer functionally equivalent products.

Examples of competition in our Foil Technology Products segment includes TT Electronics, Susumu, Isabellenhute, Caddock and Flat Dashi for foil resistors, and HBK, an operating company of Spectris, Tokyo Sokki Kenkyujo Co., Ltd (TML), Kyowa and Zemic for foil strain gages.

Competitors in our Force Sensors

segment include HBK, Zemic, Utilcell, and Flintec.

Examples of competition in our Foil Technology Products segment includes KOA, Bourns, Vishay Intertechnology, TT Electronics, Susumu, Isabellenhute, Caddock and Flat Dashi for foil resistors, and HBK, an operating company of Spectris, Tokyo Sokki Kenkyujo Co., Ltd (TML), Kyowa and Zemic for foil strain gages.

Competitors in our Force Sensors segment include HBK, Zemic, Utilcell, and Flintec.

Competitors in our Weighing and Control Systems segment include Hardy Instruments and Mettler-Toledo for process weighing;

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We have made a significant investment in securing intellectual property protection for our technology and products.

We seek to protect our technology by, among other things, filing patent applications for technology considered important to the development of our business.

We seek to protect our technology by, among other things, filing patent applications for technology considered important to the

development of our business.

Although we have numerous United States and foreign patents covering certain of our products and manufacturing processes, no particular patent is considered individually material to our business.

8 unchanged sentences

In addition, our manufacturing operations are subject to various regional, federal, state, and local laws restricting discharge of materials into the environment.

Since we are subject to Environmental, Health and Safety laws worldwide we incur capital and operating expenditures and other costs to comply.

We are not involved in any pending or threatened proceedings that would require curtailment of our operations.

The Company is in the process of designing, evaluating, and implementing a corporate Environmental, Social and Governance ("ESG") program and intends to complete a materiality assessment, scorecard and short and long-term objectives with deliverables starting in the second quarter of 2022.

Human Capital

As of December 31, 2020, we employed approximately 2,300 total employees, substantially all of which were full-time employees.

Approximately 85% of the employees were located outside the United States.

Approximately 87% of our employees were located outside the United States.

Our future success is substantially dependent on our ability to attract and retain highly qualified technical and administrative personnel.

Some of our employees outside the United

States are members of trade unions.

Our relationship with our employees is generally good.

However, no assurance can be given that labor unrest or strikes will not occur.

Executive Officers

Some of our employees outside the United States are members of trade unions.

We support worldwide employment and promotion of diversity to innovate and drive long-term value, by continuous monitoring of compensation and benefits to assure competitiveness, while implementing a worldwide talent strategy that includes workforce planning and succession planning.

The impact of COVID-19 on our operations has been mitigated through the issuance of Guidelines for Manufacturing Safety, Travel Safety and Personal Protective Equipment sourcing to ensure employee and visitor, contractor safety and continuity of operations.

We have had no employee strikes or work stoppages due to labor disputes and we consider our relationship with employees to be generally good, however, no assurance can be given that labor unrest or strikes will not occur.

We continue to support employee’s rights to collective bargaining and other recognized employee interests to organize.

Information about our Executive Officers

The following table sets forth certain information regarding our executive officers as of March 11, 2021:

Chief Executive Officer, President, and Director

Executive Vice President and Chief Financial Officer

Senior Vice President and Chief Accounting Officer

Name Age Positions

Ziv Shoshani 54 Chief Executive Officer, President, and Director

Clancy 58 Executive Vice President and Chief Financial Officer

Amir Tal 51 Senior Vice President and Chief Accounting Officer

Ziv Shoshani is our Chief Executive Officer and President, and also serves on the board of directors.

2 unchanged sentences

Shoshani was Executive Vice President of Vishay Intertechnology from 2000 to 2009 with various areas of responsibility, including Executive Vice President of the Capacitors and the Resistors businesses, as well as heading the Measurements Group and Foil Divisions.

Shoshani had been employed by Vishay Intertechnology since 1995.

Shoshani had been employed by Vishay Intertechnology

He continues to serve on the Vishay Intertechnology board of directors.

39 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-K

Item 1. Business