What changed in this filing

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Item 1. Financial Statements

2025-05-06 compared with 2024-11-05 · 149 added, 254 removed, 410 unchanged (50% of the section changed)

3 unchanged sentences

(In thousands)

September 28, 2024 December 31, 2023

March 29, 2025 December 31, 2024

Current assets:

6 unchanged sentences

Prepaid expenses and other current assets 18,129 17,088

Assets held for sale 5,229 5,229

Total current assets 241,427 236,949

16 unchanged sentences

(In thousands)

September 28, 2024 December 31, 2023

March 29, 2025 December 31, 2024

Liabilities and equity (Unaudited)

28 unchanged sentences

Fiscal quarter ended

September 28, 2024 September 30, 2023

March 29, 2025 March 30, 2024

Net revenues $ 71,741 $ 80,783

3 unchanged sentences

Restructuring costs 395 782

Operating income 3,841 8,224

Operating (loss) income

Other (expense) income :

2 unchanged sentences

Other (expense) income ( 1,227 ) 1,232

Income before taxes 546 8,776

Income tax expense 1,874 2,419

(Loss) income before taxes

( 1,287 ) 8,150

Income tax (benefit) expense

( 332 ) 2,318

Net (loss) earnings ( 955 ) 5,832

7 unchanged sentences

VISHAY PRECISION GROUP, INC.

Consolidated Condensed Statements of Operations

(Unaudited - In thousands, except per share amounts)

Nine fiscal months ended

September 28, 2024 September 30, 2023

Net revenues $ 233,869 $ 265,520

Costs of products sold 136,108 153,674

Gross profit 97,761 111,846

Selling, general and administrative expenses 80,232 80,472

Restructuring costs 864 1,431

Operating income 16,665 29,943

Other (expense) income :

Interest expense ( 1,925 ) ( 3,195 )

Other 915 2,965

Other (expense) income ( 1,010 ) ( 230 )

Income before taxes 15,654 29,713

Income tax expense 6,508 8,023

Net earnings 9,146 21,690

net earnings attributable to noncontrolling interests 3 210

Net earnings attributable to VPG stockholders $ 9,143 $ 21,480

Basic earnings per share attributable to VPG stockholders $ 0.68 $ 1.58

Diluted earnings per share attributable to VPG stockholders $ 0.68 $ 1.57

Weighted average shares outstanding - basic 13,367 13,596

Weighted average shares outstanding - diluted 13,405 13,670

See accompanying notes.

VISHAY PRECISION GROUP, INC.

Consolidated Condensed Statements of Comprehensive Income (Loss)

1 unchanged sentence

Fiscal quarter ended

September 28, 2024 September 30, 2023

March 29, 2025 March 30, 2024

Net (loss) earnings $ ( 955 ) $ 5,832

8 unchanged sentences

VISHAY PRECISION GROUP, INC.

Consolidated Condensed Statements of Comprehensive Income (Loss)

(Unaudited - In thousands)

Nine fiscal months ended

September 28, 2024 September 30, 2023

Net earnings $ 9,146 $ 21,690

Other comprehensive loss, net of tax:

Foreign currency translation adjustment ( 679 ) ( 3,831 )

Pension and other postretirement actuarial items ( 16 ) 2

Other comprehensive loss ( 695 ) ( 3,829 )

Comprehensive income 8,451 17,861

comprehensive income attributable to noncontrolling interests 3 210

Comprehensive income attributable to VPG stockholders $ 8,448 $ 17,651

See accompanying notes.

VISHAY PRECISION GROUP, INC.

Consolidated Condensed Statements of Cash Flows

(Unaudited - In thousands)

Nine fiscal months ended

September 28, 2024 September 30, 2023

Three fiscal months ended

March 29, 2025 March 30, 2024

Operating activities

Net earnings $ 9,146 $ 21,690

Net (loss) earnings $ ( 955 ) $ 5,832

Adjustments to reconcile net earnings to net cash provided by operating activities:

17 unchanged sentences

Proceeds from sale of property and equipment — 341

Purchase of short term investment — ( 1,000 )

Net cash used in investing activities ( 1,507 ) ( 2,232 )

Financing activities

Payments on revolving facility — ( 7,000 )

Debt issuance costs ( 569 ) —

Purchase of treasury stock — ( 2,755 )

3 unchanged sentences

Effect of exchange rate changes on cash and cash equivalents 987 ( 1,477 )

(Decrease) Increase in cash and cash equivalents ( 2,888 ) 6,070

Increase (decrease) in cash and cash equivalents 4,620 ( 949 )

Cash and cash equivalents at beginning of period 79,272 83,965

9 unchanged sentences

Fiscal quarter ended

September 28, 2024

Stock Class B

Common Stock Treasury Stock Capital in

Par Value Retained

Earnings Accumulated

Comprehensive

Income (Loss) Total VPG Inc.

Stockholders'

Equity Noncontrolling

Interests Total

Balance at June 29, 2024 $ 1,336 $ 103 $ ( 23,388 ) $ 202,765 $ 192,560 $ ( 46,365 ) $ 327,011 $ 23 $ 327,034

Net (loss) earnings — — — — ( 1,351 ) — ( 1,351 ) 23 ( 1,328 )

Other comprehensive income — — — — — 6,801 6,801 — 6,801

Share-based compensation expense

— — — 107 — — 107 — 107

Purchase of treasury stock.

( 63,227 shares)

— — ( 1,928 ) — — — ( 1,928 ) — ( 1,928 )

Excise tax on net share repurchase — — ( 19 ) — — — ( 19 ) — ( 19 )

Distributions to noncontrolling interests — — — — — — — ( 10 ) ( 10 )

Balance at September 28, 2024 $ 1,336 $ 103 $ ( 25,335 ) $ 202,872 $ 191,209 $ ( 39,564 ) $ 330,621 $ 36 $ 330,657

Fiscal quarter ended

September 30, 2023

Stock Class B

Common Stock Treasury Stock Capital in

Par Value Retained

Earnings Accumulated

Comprehensive

Income (Loss) Total VPG Inc.

Stockholders'

Equity Noncontrolling

Interests Total

Balance at July 1, 2023 $ 1,330 $ 103 $ ( 11,924 ) $ 201,611 $ 171,559 $ ( 41,076 ) $ 321,603 $ 62 $ 321,665

Net earnings — — — — 6,280 — 6,280 77 6,357

Other comprehensive loss — — — — — ( 3,653 ) ( 3,653 ) — ( 3,653 )

Share-based compensation expense

— — — 656 — — 656 — 656

Purchase of treasury stock.

( 22,894 shares)

— — ( 776 ) — — — ( 776 ) — ( 776 )

Distributions to noncontrolling interests — — — — — — — ( 92 ) ( 92 )

Balance at September 30, 2023 $ 1,330 $ 103 $ ( 12,700 ) $ 202,267 $ 177,839 $ ( 44,729 ) $ 324,110 $ 47 $ 324,157

See accompanying notes.

VISHAY PRECISION GROUP, INC.

Consolidated Condensed Statements of Equity

(Unaudited - In thousands, except share amounts)

Nine Fiscal Months Ended September 28, 2024

March 29, 2025

Stock Class B

8 unchanged sentences

Balance at December 31, 2024 $ 1,336 $ 103 $ ( 25,335 ) $ 202,783 $ 191,977 $ ( 48,897 ) $ 321,967 $ ( 107 ) $ 321,860

Net earnings — — — — 9,143 — 9,143 3 9,146

Other comprehensive loss

— — — — — ( 695 ) ( 695 ) — ( 695 )

Net loss — — — — ( 942 ) — ( 942 ) ( 13 ) ( 955 )

Other comprehensive income — — — — — 3,673 3,673 — 3,673

Share-based compensation expense

2 unchanged sentences

2 — — ( 257 ) — — ( 255 ) — ( 255 )

Purchase of treasury stock ( 244,702 shares)

— — ( 7,815 ) — — — ( 7,815 ) — ( 7,815 )

Excise tax on net share repurchase

— — ( 60 ) — — — ( 60 ) — ( 60 )

Distributions to noncontrolling interests — — — — — — — 147 147

Balance at September 28, 2024 $ 1,336 $ 103 $ ( 25,335 ) $ 202,872 $ 191,209 $ ( 39,564 ) $ 330,621 $ 36 $ 330,657

Nine Fiscal Months Ended September 30, 2023

Balance at March 29, 2025 $ 1,338 $ 103 $ ( 25,335 ) $ 203,071 $ 191,035 $ ( 45,224 ) $ 324,988 $ 27 $ 325,015

Fiscal quarter ended

March 30, 2024

Stock Class B

10 unchanged sentences

Other comprehensive loss — — — — — ( 4,894 ) ( 4,894 ) — ( 4,894 )

— — — — — ( 3,829 ) ( 3,829 ) — ( 3,829 )

Share-based compensation expense

2 unchanged sentences

4 — — ( 858 ) — — ( 854 ) — ( 854 )

Purchase of treasury stock ( 35,206 shares)

Purchase of treasury stock.

( 84,765 shares)

— — ( 2,755 ) — — — ( 2,755 ) — ( 2,755 )

Excise tax on net share repurchases — — ( 15 ) — — — ( 15 ) — ( 15 )

Distributions to noncontrolling interests — — — — — — — ( 32 ) ( 32 )

Balance at September 30, 2023 $ 1,330 $ 103 $ ( 12,700 ) $ 202,267 $ 177,839 $ ( 44,729 ) $ 324,110 $ 47 $ 324,157

Balance at March 30, 2024 $ 1,334 $ 103 $ ( 20,230 ) $ 202,475 $ 187,957 $ ( 43,763 ) $ 327,876 $ ( 8 ) $ 327,868

See accompanying notes.

10 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.

The results of operations for the fiscal quarter ended September 28, 2024 are not necessarily indicative of the results to be expected for the full year.

The results of operations for the fiscal quarter ended March 29, 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.

The four fiscal quarters in 2025 and 2024 end on the following dates:

Quarter 1 March 30, April 1,

Quarter 2 June 29, July 1,

Quarter 1 March 29, March 30,

Quarter 2 June 28, June 29,

Quarter 3 September 27, September 28,

2 unchanged sentences

The Company evaluates the applicability and impact of all Accounting Standards Updates ("ASUs") issued by the Financial Accounting Standards Board ("FASB").

Recent accounting pronouncements not yet adopted:

Recent accounting pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

4 unchanged sentences

The ASU is effective for the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and subsequent interim periods, with early adoption permitted.

The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

As part of the Annual Report for the year ended December 31, 2024, which was filed on February 25, 2025, the Company adopted ASU 2023-07, which was applied retrospectively to all prior periods presented.

Refer to Note 14 herein for further details regarding this adoption.

In December 2023, the FASB issued ASU No.

4 unchanged sentences

This ASU is effective for annual periods beginning after December 15, 2024.

Adoption of this ASU should be applied on a prospective basis.

Early adoption is permitted.

Adoption of this ASU should be applied on a prospective basis, although retrospective application is permitted.

The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

Note 1 – Basis of Presentation (continued)

In November 2024, the FASB issued ASU No.

2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), Disaggregation of Income Statement Expenses.

This update aims to enhance the transparency of financial reporting by requiring public business entities (PBEs) to provide disaggregated disclosure of certain income statement expense captions into specified categories in disclosures within the footnotes to the financial statements.

The ASU is effective for annual fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027.

Early adoption is permitted.

Adoption of this ASU should be applied on a prospective basis, although retrospective application is permitted.

The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

Note 2 – Revenues

2 unchanged sentences

Fiscal quarter ended

September 28, 2024 Fiscal quarter ended

September 30, 2023

March 29, 2025 Fiscal quarter ended

March 30, 2024

Sensors Weighing Solutions Measurement Systems Total Sensors Weighing Solutions Measurement Systems Total

United States $ 10,476 $ 11,186 $ 12,287 $ 33,949 $ 9,879 $ 11,328 $ 11,443 $ 32,650

Germany 6,193 1,913 181 8,287 6,731 2,198 674 9,603

Other Europe 1,282 9,104 197 10,583 1,564 11,006 120 12,690

Israel 5,179 102 — 5,281 4,773 89 — 4,862

Europe 8,346 12,093 469 20,908 9,075 14,230 2,426 25,731

Asia 4,863 3,120 2,212 10,195 6,273 3,175 3,446 12,894

Canada — 7 3,279 3,286 — 34 5,209 5,243

Total $ 28,201 $ 25,174 $ 22,352 $ 75,727 $ 32,532 $ 28,969 $ 24,353 $ 85,854

Nine Fiscal Months Ended September 28, 2024 Nine Fiscal Months Ended September 30, 2023

Sensors Weighing Solutions Measurement Systems Total Sensors Weighing Solutions Measurement Systems Total

United States $ 29,931 $ 33,491 $ 39,204 $ 102,626 $ 39,089 $ 40,729 $ 39,053 $ 118,871

Germany 20,850 6,901 3,081 30,832 23,693 7,668 4,945 36,306

Other Europe 4,086 31,588 458 36,132 4,286 33,437 425 38,148

Israel 3,370 33 — 3,403 4,188 77 — 4,265

Asia 16,378 9,119 6,873 32,370 25,589 10,041 6,446 42,076

Canada — 101 16,303 16,404 — — 17,037 17,037

Total $ 27,055 $ 26,439 $ 18,247 $ 71,741 $ 29,415 $ 28,844 $ 22,524 $ 80,783

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

Fiscal quarter ended Nine fiscal months ended

September 28, 2024 September 30, 2023 September 28, 2024 September 30, 2023

Fiscal quarter ended

March 29, 2025 March 30, 2024

Test & Measurement $ 14,733 $ 15,650

17 unchanged sentences

Balance at December 31, 2024 $ 3,330 $ 8,272

Balance at September 28, 2024 5,005 8,272

Balance at March 29, 2025 3,468 7,455

Increase (decrease) $ 138 $ ( 817 )

The amount of revenue recognized during the nine fiscal months ended September 28, 2024 that was included in the contract liability balance at December 31, 2023 was $ 7.2 million.

The amount of revenue recognized during the three fiscal months ended March 29, 2025 that was included in the contract liability balance at December 31, 2024 was $ 2.5 million.

Note 3 – Assets held for sale

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.

The Company determined that the criteria for classifying the asset as held for sale as of December 31, 2024, had been met.

Accordingly, the carrying value of the asset as of March 29, 2025 is presented separately as a current asset in the consolidated balance sheet.

The Company expects to complete the sale within the next twelve months at a price which is higher than the carrying value of the asset.

A summary of the assets held for sale as of March 29, 2025 is included in the table below:

Location Asset Category Cost Accumulated Depreciation Net Carrying Value

Kent, Washington Land $ 1,800 $ — $ 1,800

Building & Improvements $ 4,910 $ 1,481 $ 3,429

$ 6,710 $ 1,481 $ 5,229

Note 4 – Goodwill

2 unchanged sentences

Total Measurement Systems Weighing Solutions

KELK Acquisition DSI Acquisition DTS Acquisition Stress-Tek Acquisition

Steel Nokra DSI DTS On-board weighing

Balance at December 31, 2024 $ 46,819 $ 5,964 $ 1,633 $ 16,878 $ 16,033 $ 6,311

Foreign currency translation adjustment $ 109 $ 34 $ 63 $ 12 $ — $ —

Balance at September 28, 2024 $ 45,610 $ 6,362 $ 16,904 $ 16,033 $ 6,311

Balance at March 29, 2025 $ 46,928 $ 5,998 $ 1,696 $ 16,890 $ 16,033 $ 6,311

Note 5 – Leases

The Company primarily leases office and manufacturing facilities in addition to vehicles, which have remaining terms ranging from less than one year to twelve years, four months

The Company primarily leases office and manufacturing facilities in addition to vehicles, which have remaining terms ranging from less than one year to eleven years, seven months .

The Company has no finance leases.

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

Leases September 28, 2024 December 31, 2023

Leases March 29, 2025 December 31, 2024

Operating lease right of use asset $ 23,681 $ 24,316

2 unchanged sentences

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

September 28, 2024

March 29, 2025

Operating leases weighted average remaining lease term (in years) 6.85 years

1 unchanged sentence

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

Note 4 - Leases (continued)

Fiscal quarter ended Nine Fiscal Months Ended

September 28, 2024 September 30, 2023 September 28, 2024 September 30, 2023

Fiscal quarter ended

March 29, 2025 March 30, 2024

Operating lease cost $ 1,331 $ 1,383

2 unchanged sentences

Total net lease cost $ 1,231 $ 1,288

Right of use assets obtained in exchange for new operating lease liability during the nine fiscal months ended September 28, 2024 were $ 1.5 million.

The Company paid $ 3.9 million and $ 3.8 million for its operating leases for each of the nine fiscal months ended September 28, 2024 and September 30, 2023, which are included in operating cash flows on the consolidated condensed statements of cash flows.

Undiscounted maturities of operating lease payments as of September 28, 2024 are summarized as follows (in thousands) :

2024 (excluding the nine months ended September 28, 2024) $ 1,302

Right of use assets obtained in exchange for new operating lease liability during the three fiscal months ended March 29, 2025 were $ 0.3 million.

The Company paid $ 1.3 million and $ 1.4 million for its operating leases for each of the three fiscal months ended March 29, 2025 and March 30, 2024 respectively, which are included in operating cash flows on the consolidated condensed statements of cash flows.

Undiscounted maturities of operating lease payments as of March 29, 2025 are summarized as follows (in thousands) :

Thereafter 8,806

3 unchanged sentences

Note 6 – Income Taxes

VPG calculates the tax provision for interim periods using an estimated annual effective tax rate methodology based on projected full-year pre-tax earnings among the taxing jurisdictions in which we operate with adjustments for discrete items.

The effective tax rate was 343.2 % and 27.6 % for the fiscal quarter ended September 28, 2024, and September 30, 2023, respectively.

The effective tax rate for the fiscal quarter ended September 28, 2024 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 September 30, 2023 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 March 29, 2025, the Company reported tax benefits, and its effective tax rate was 25.8 % compared to the fiscal quarter ended March 30, 2024, where the Company reported income taxes, and its effective tax rate was 28.4 %.

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.

The effective tax rate for the fiscal quarter ended March 30, 2024 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 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) :

September 28, 2024 December 31, 2023

March 29, 2025 December 31, 2024

Credit Agreement - Revolving Facility $ 32,000 $ 32,000

1 unchanged sentence

Total long-term debt $ 31,479 $ 31,441

Note 6 - Long-Term Debt (continued)

2024 Credit Agreement

On March 20, 2020, the Company entered into a Third Amended and Restated Credit Agreement (the “2020 Credit Agreement”) among the Company, the lenders named therein, Citizens Bank, National Association and Wells Fargo Bank, National Association as joint lead arrangers and JPMorgan Chase Bank, National Association as agent for such lenders (the “Agent”), pursuant to which the terms of the Company’s multi-currency, secured credit facility were revised to provide a secured revolving facility (the “2020 Revolving Facility”) in an aggregate principal amount of $ 75.0 million, with a sublimit of $ 10.0 million which can be used for letters of credit for the account of the Company or its subsidiaries that are parties to the Credit Agreement.

The proceeds of the 2020 Revolving Facility may be used on an ongoing basis for working capital and general corporate purposes.

The aggregate principal amount of the 2020 Revolving Facility may be increased by a maximum of

$ 25.0 million upon the request of the Company, subject to the terms of the 2020 Credit Agreement.

The 2020 Credit Agreement terminates on March 20, 2025.

Because the Credit Agreement expires less than one year from the end of the first fiscal quarter of 2024, the outstanding balance of long-term debt has been reclassified as a current liability.

On May 5, 2023, the Company entered into Amendment No.

1 to Third Amended and Restated Credit Agreement (the “Credit Agreement Amendment”) amending the Third Amended and Restated Credit Agreement, dated March 20, 2020.

The primary purpose of the changes made in the Credit Agreement Amendment was to update the interest rate provisions to replace LIBOR with SOFR for U.S.

dollar denominated loans as well as update the other applicable reference borrowing rates for foreign currency loans which took effect on June 15, 2023.

Interest payable on amounts borrowed under the 2020 Revolving Facility, taking into account the effect of the Credit Agreement Amendment, is based upon the following:

(a) for revolving credit loans denominated in US Dollars, the SOFR rate plus applicable credit spread;

and (b) for revolving credit loans denominated in foreign currencies, at other applicable local reference rates plus an interest margin.

Depending upon the Company’s leverage ratio, an interest rate margin ranging from 1.50 % to 2.75 % per annum is added to the applicable SOFR rate to determine the interest payable on the SOFR loans.

The Company is required to pay a quarterly fee of 0.25 % per annum to 0.40 % per annum on the unused portion of the 2020 Revolving Facility, which is determined based on the Company’s leverage ratio each quarter.

Additional customary fees apply with respect to letters of credit.

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.

and HSBC as joint lead arrangers and joint bookrunner, and JPMorgan Chase Bank, N.A, as agent for such lenders, pursuant to which the 2020 Credit Agreement, was amended and restated to, among other things, extend the maturity date from March 20, 2025 to August 15, 2029 and adjust the interest rate and commitment fee.

The 2024 Credit Agreement provides for a multi-currency, secured credit facility (the “2024 Revolving Facility”) in an aggregate principal amount of $ 75.0 million, with a sublimit of $ 10.0 million which can be used for letters of credit for the account of the Company or its subsidiaries that are parties to the 2024 Credit Agreement, the proceeds of which may be used for working capital and general corporate purposes, and a portion of which were used to refinance the 2020 Revolving Facility.

and HSBC as joint lead arrangers and joint bookrunner, and JPMorgan Chase Bank, N.A., as agent for such lenders, pursuant to which its previously existing credit agreement, was amended and restated to, among other things, extend the maturity date from March 20, 2025 to August 15, 2029 and adjust the interest rate and commitment fee.

The 2024 Credit Agreement provides for a multi-currency, secured credit facility (the “2024 Revolving Facility”) in an aggregate principal amount of $ 75.0 million, with a sublimit of $ 10 million which can be used for letters of credit for the account of the Company or its subsidiaries that are parties to the 2024 Credit Agreement, the proceeds of which may be used for working capital and general corporate purposes, and a portion of which were used to refinance the existing credit facility.

The aggregate principal amount of the 2024 Revolving Facility may be increased by a maximum of $ 25.0 million upon the request of the Company, subject to the terms of the 2024 Credit Agreement.

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.

8 unchanged sentences

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.

The obligations of the Company and the guarantors under the 2024 Credit Agreement are secured by substantially all the assets (excluding real estate) of the Company and such guarantors.

The 2024 Credit Agreement restricts the Company from paying cash dividends and requires the Company to comply with other customary covenants, representations, and warranties, including the maintenance of a specified interest coverage ratio and a leverage ratio, each tested as of the last day of each fiscal quarter.

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 Credit Agreement could become immediately payable.

The obligations of the Company and the guarantors under the 2024 Credit Agreement are secured by substantially all the assets (excluding real estate)

Note 7 - Long-Term Debt (continued)

of the Company and such guarantors.

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

The Company was in compliance with its financial maintenance covenants at March 29, 2025.

Note 8 – Accumulated Other Comprehensive Income (Loss)

4 unchanged sentences

Balance at January 1, 2025 $ ( 48,915 ) $ 18 $ ( 48,897 )

Other comprehensive loss before reclassifications ( 679 ) — ( 679 )

Other comprehensive income before reclassifications 3,681 — 3,681

Amounts reclassified from accumulated other comprehensive loss — ( 8 ) ( 8 )

Balance at September 28, 2024 $ ( 39,941 ) $ 377 $ ( 39,564 )

Balance at March 29, 2025 $ ( 45,234 ) $ 10 $ ( 45,224 )

Foreign Currency Translation Adjustment Pension

4 unchanged sentences

Amounts reclassified from accumulated other comprehensive income — ( 2 ) ( 2 )

Balance at September 30, 2023 $ ( 45,320 ) $ 591 $ ( 44,729 )

Balance at March 30, 2024 $ ( 44,154 ) $ 391 $ ( 43,763 )

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).

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) :

Note 8 - Pension and Other Postretirement Benefits ( continued)

Fiscal quarter ended

September 28, 2024 Fiscal quarter ended

September 30, 2023

Plans Pension

Net service cost $ 66 $ 4 $ 67 $ 4

Interest cost 191 27 193 28

Expected return on plan assets ( 211 ) — ( 216 ) —

Amortization of actuarial losses (gains) 4 ( 3 ) 7 ( 6 )

Net periodic benefit cost $ 50 $ 28 $ 51 $ 26

Nine Fiscal Months Ended

September 28, 2024 Nine Fiscal Months Ended

September 30, 2023

March 29, 2025 Fiscal quarter ended

March 30, 2024

Plans Pension

7 unchanged sentences

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

At September 28, 2024, the Company had reserved 442,558 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 March 29, 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.

If shares are withheld for payment of taxes, those shares do not become available for grant under the 2022 plan.

On March 7, 2024 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.

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.

The awards have an aggregate target grant-date fair value of $ 1.9 million and were comprised of 79,729 RSUs.

1 unchanged sentence

The performance-based portion of the RSUs will also vest on January 1, 2028, subject to the executives' continued employment and the satisfaction of certain performance objectives relating to three-year cumulative “adjusted free cash flow” and "net earnings goals", each weighted equally.

On March 7, 2024, certain non-executive VPG employees were granted annual equity awards in the form of RSUs.

On February 25, 2025 certain non-executive VPG employees were granted annual equity awards in the form of RSUs.

Certain employees received awards, of which 75 % are performance-based and certain employees received awards of which 50 % are performance-based.

2 unchanged sentences

The performance-based portion of the RSUs will also vest on January 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.

On May 22, 2024, and in accordance with the Company's 2024 Non-Employee Director Compensation Plan, the Board of Directors approved the issuance of an aggregate of 14,826 RSUs to the independent board members of the Board of Directors.

The awards have an aggregate grant-date fair value of $ 0.5 million and will vest on or before the 2025 Annual Stockholders Meeting in May 2025, subject to each applicable director's continued service on the Board of Directors.

Vesting of equity awards is subject to acceleration under certain circumstances.

Note 9 - Share-Based Compensation (continued)

On August 14, 2024, and in accordance with the Company's 2024 Non-Employee Director Compensation Plan, the Board of Directors approved the issuance of an aggregate of 1,835 RSUs to an independent board member of the Board of Directors in connection with his appointment to the Board of Directors.

The award had an aggregate grant-date fair value of $ 0.06 million and will vest on or before the 2025 Annual Stockholders Meeting in May 2025, subject to such independent director's continued service on the Board of Directors.

Vesting of such 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.

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The following table summarizes share-based compensation expense recognized (in thousands) :

Fiscal quarter ended Nine fiscal months ended

September 28, 2024 September 30, 2023 September 28, 2024 September 30, 2023

Fiscal quarter ended

March 29, 2025 March 30, 2024

Share-based compensation expense $ 545 $ 661

During the fiscal third quarter of 2024, a net adjustment of $ 0.5 million decreasing share-based compensation expense was recorded based on the evaluation of performance objectives associated with awards granted in 2022, 2023 and 2024.

It was determined that certain objectives were not likely to be fully met, necessitating a reversal of certain compensation expenses associated with those awards.

Note 11– Segment Information

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The chief operating decision maker ("CODM") is our chief executive officer.

The CODM evaluates each operating segment's performance.

The evaluation of the segment's performance is based on multiple performance measures including gross profits, revenues, and operating income, exclusive of certain items.

Management believes that evaluating segment performance, excluding items such as restructuring and severance costs, impairment of goodwill and indefinite-lived 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.

The evaluation of the segments' performance is based on multiple performance measures including revenues and operating income, exclusive of certain items.

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.

The following table sets forth reporting segment information (in thousands) :

Note 11 - Segment Information (continued)

Fiscal quarter ended Nine fiscal months ended

September 28, 2024 September 30, 2023 September 28, 2024 September 30, 2023

Net revenues:

Sensors $ 28,201 $ 32,532 $ 86,484 $ 105,524

Weighing Solutions 25,174 28,970 81,466 92,090

Measurement Systems 22,352 24,352 65,919 67,906

Total $ 75,727 $ 85,854 $ 233,869 $ 265,520

Sensors Weighing Solutions Measurement Systems Corporate/

Three Months Ended March 29, 2025

Net third-party revenues $ 27,055 $ 26,439 $ 18,247 $ — $ 71,741

Intersegment revenues 360 — — ( 360 ) —

Total revenues 27,415 26,439 18,247 ( 360 ) 71,741

Costs of products sold 19,269 16,722 9,065 ( 360 ) 44,696

Gross profit 8,146 9,717 9,182 — 27,045

Sensors $ 8,730 $ 11,681 $ 30,528 $ 41,374

Weighing Solutions 8,840 11,207 30,416 34,443

Measurement Systems 12,690 13,047 36,815 36,029

Total $ 30,260 $ 35,935 $ 97,759 $ 111,846

Reconciliation of segment operating income to consolidated results:

Sensors $ 3,640 $ 6,543 $ 15,262 $ 26,043

Weighing Solutions 2,845 5,393 11,781 16,894

Measurement Systems 5,130 5,605 15,070 14,246

Unallocated G&A expenses ( 7,692 ) ( 8,164 ) ( 24,584 ) ( 25,809 )

Research and development expenses 956 1,241 2,668 — 4,865

Segment selling, general, and administrative expenses* 3,805 4,557 4,405 — 12,767

Segment operating income 3,385 3,919 2,109 — 9,413

Other supplemental information:

Restructuring costs 151 69 — 175 395

Operating income $ 3,841 $ 8,224 $ 16,665 $ 29,943

Depreciation and amortization expense 1,642 813 1,071 509 4,035

Capital expenditures 678 216 132 28 1,054

Three Months Ended March 30, 2024

Net third-party revenues $ 29,415 $ 28,844 $ 22,524 $ — $ 80,783

Intersegment revenues 477 — — ( 477 ) —

Total revenues 29,892 28,844 22,524 ( 477 ) 80,783

Costs of products sold 19,160 17,578 9,428 ( 477 ) 45,689

Gross profit 10,732 11,266 13,096 — 35,094

Research and development expenses 1,017 1,396 2,438 — 4,851

Segment selling, general, and administrative expenses* 4,218 5,074 4,271 — 13,563

Segment operating income 5,497 4,796 6,387 — 16,680

Other supplemental information:

Restructuring costs 542 — — 240 782

Sensors $ ( 59 ) $ — $ ( 601 ) $ —

Weighing Solutions ( 23 ) ( 1,153 ) ( 23 ) ( 1,349 )

Measurement Systems — — — ( 32 )

Corporate/Other — — ( 240 ) ( 50 )

$ ( 82 ) $ ( 1,153 ) $ ( 864 ) $ ( 1,431 )

Depreciation and amortization expense 1,619 828 1,070 426 3,943

Capital expenditures 570 116 90 218 994

* 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.

The following table reconciles segment profit to consolidated income before taxes (in thousands) :

Three fiscal months ended

March 29, 2025 March 30, 2024

Segment operating income $ 9,413 $ 16,680

Restructuring costs $ 395 $ 782

Unallocated G&A expenses $ 9,078 $ 8,980

Operating (loss) income $ ( 60 ) $ 6,918

Other (expense) income $ ( 1,227 ) $ 1,232

(Loss) income before taxes $ ( 1,287 ) $ 8,150

Note 11 - Segment Information (continued)

Products are transferred between segments on a basis intended to reflect, as nearly as practicable, the market value of the products.

The table below summarizes intersegment sales (in thousands) :

Fiscal quarter ended Nine fiscal months ended

September 28, 2024 September 30, 2023 September 28, 2024 September 30, 2023

Fiscal Quarter ended

March 29, 2025 March 30, 2024

Sensors to Weighing Solutions $ 340 $ 469

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The following table sets forth the computation of basic and diluted earnings per share attributable to VPG stockholders (in thousands, except earnings per share) :

Fiscal quarter ended Nine fiscal months ended

September 28, 2024 September 30, 2023 September 28, 2024 September 30, 2023

Fiscal quarter ended

March 29, 2025 March 30, 2024

Numerator for basic earnings per share:

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

Fiscal quarter ended Nine fiscal months ended

September 28, 2024 September 30, 2023 September 28, 2024 September 30, 2023

Foreign currency exchange gain (loss) $ ( 2,912 ) $ 1,283 $ ( 36 ) $ 2,138

Fiscal quarter ended

March 29, 2025 March 30, 2024

Foreign currency exchange (loss) gain

$ ( 972 ) $ 1,589

Interest income 320 323

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Note 13 – Additional Financial Statement Information ( continued)

Foreign currency exchange gains (loss) represent the impact of changes in foreign currency exchange rates.

For the fiscal quarter and nine fiscal months ended September 28, 2024, the change in foreign currency exchange gains and losses during the periods, as compared to the prior year periods, is largely due to exposure to currency fluctuations with the Japanese yen, Israeli shekel and the Canadian dollar.

For the fiscal quarter and nine fiscal months ended September 30, 2023, the change in foreign currency exchange gains and losses during the periods, as compared to the prior year periods, is largely due to exposure to currency fluctuations with the Israeli shekel, the Canadian dollar, the EURO and the British pound.

Foreign currency exchange loss for the fiscal quarter ended March 29, 2025 was higher 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) :

September 28, 2024 December 31, 2023

March 29, 2025 December 31, 2024

Customer advance payments $ 7,455 $ 7,009

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The following table provides the financial assets and liabilities carried at fair value measured on a recurring basis (in thousands) :

Note 13 – Fair Value Measurements (continued)

Fair value measurements at reporting date using:

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Inputs Level 3

September 28, 2024

March 29, 2025

Assets held in rabbi trusts $ 6,377 $ 314 $ 6,062 $ —

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Assets held in rabbi trusts $ 6,228 $ 45 $ 6,183 $ —

Note 14 – Fair Value Measurements (continued)

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

Rabbi trust assets consist primarily of marketable securities, classified as available-for-sale money market funds at September 28, 2024 and December 31, 2023, and company-owned life insurance assets.

Rabbi trust assets consist primarily of marketable securities, classified as available-for-sale money market funds at March 29, 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.

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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.

The fair value of the long-term debt, excluding capitalized deferred financing costs, at September 28, 2024 and December 31, 2023 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 the long-term debt, excluding capitalized deferred financing costs, at March 29, 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.

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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 $ 0.1 million and $ 1.2 million of restructuring costs during the fiscal quarter ended September 28, 2024 and September 30, 2023, respectively and $ 0.9 million and $ 1.4 million of restructuring costs during the nine fiscal months ended September 28, 2024 and September 30, 2023, respectively.

The Company recorded $ 0.4 million and $ 0.8 million of restructuring costs during the fiscal quarter ended March 29, 2025 and March 30, 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.

The accrued restructuring liability balance as of September 28, 2024 and December 31, 2023, respectively, is included in Other accrued expenses in the accompanying consolidated condensed balance sheets (in thousands) :

The accrued restructuring liability balance as of March 29, 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 235

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Foreign currency exchange translation —

Balance at September 28, 2024 $ 169

Balance at March 29, 2025 129

Note 16 – Stockholder's Equity

1 unchanged sentence

The Stock Repurchase Plan was originally set to expire on August 11, 2023.

On August 8, 2023, the Company announced that its Board of Directors extended the term of the

previously approved stock repurchase plan to August 9, 2024.

On August 8, 2023, the Company announced that its Board of Directors extended the term of the previously approved stock repurchase plan to August 9, 2024.

The stock repurchase plan expired in accordance with its terms on August 9, 2024.

1 unchanged sentence

Note 17 – Commitments and Contingencies

Tax Assessment

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 $ 2.3 million), pertaining to claims of VAT between the years 2019 to 2023.

The Company believes that the liability for the assessment is not probable and intends to file an appeal against this assessment.

Given the early 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.

Note 17 – Subsequent Event

On September 30, 2024, the Company acquired Nokra Optische Prueftechnik und Automation GmbH, a Germany-based, privately held maker of precision measuring and testing equipment for manufacturing, for a total consideration of Euro 3.95 million.

Nokra’s laser-based measuring systems expand our existing measurement and inspection solutions for steel and aluminum rolling mills, as well as for the metal processing industry.

Nokra’s laser-based measurement gauge systems are used to precisely measure the thickness, flatness, contour, width or 3D profile of various metals depending on the application, in both inline and offline production.

The Company believes that the liability for the assessment is not probable and has filed an appeal against this assessment.

Note 17 – Commitments and Contingencies (continued)

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.

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