What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-05-06 compared with 2024-11-05 · 122 added, 176 removed, 293 unchanged (50% of the section changed)

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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 continuing Israel-Hamas war and Israel-Hezbollah and Israel-Iran conflicts

In response to Hamas’s terrorist attack on Israel on October 7, 2023, Israel’s security cabinet declared war against Hamas and a military campaign against Hamas and, later, Hezbollah commenced in parallel to both terrorist organizations’ continued rocket and terror attacks.

In addition, Israel has come under attack by Iran and has responded to such attacks militarily.

Such geopolitical and military instabilities, impact of sanctions and trade restrictions imposed as a result thereof, operational disruptions at facilities located in Israel as a result of military call-ups of the Company’s employees in Israel, closure of the offices there, potential impact of litigation and risks related to supply chain disruptions, might affect the Company's business and results from operations.

As of November 5, 2024 (date of filing), our facilities in Israel remain open and operate at normal level.

The extent and duration of the current war and other conflicts, the possibility of further spread of the conflict to other countries in the region as well as involving other political and military entities in the Middle East, poses risks to our operations and may lead to disruptions which could adversely affect our business, prospects, financial condition and results of operations.

While sales to customers in Israel is relatively a small portion of our revenues, our operations in Israel include offices, that are the workplace for key executives including our chief executive officer, as well as two manufacturing facilities located in the central part of Israel which source approximately 25 percent of our total worldwide revenues.

We have implemented a contingency plan that we believe will secure supply of materials and logistics, build safety stock of finished goods and transfer these goods to our distribution centers outside of Israel.

We continue to take measures with regards to the safety of our employees.

We may, however, determine at some point in the future 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 personnel absences or resource constraints such as the inability to source materials for production.

The impact of the recent Israel-Hamas war

In October 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets, resulting in extensive casualties and military engagement.

In addition, Hezbollah, another terrorist organization based in Lebanon, began attacking Israel.

While Israel has entered into ceasefire agreements with Hamas and Hezbollah, the threat of new attacks remains, including from additional extremist groups.

As of May 6, 2025 (the date of this filing), our operations in Israel are operating at normal levels.

The extent and duration of the current war, as well as the possibility of further spread of the conflict to other countries in the region as well as involving other political and military entities in the Middle East, poses risks to our operations and may lead to disruptions which could adversely affect our business, prospects, financial condition and results of operations.

While sales to customers in Israel account for a relatively small portion of our revenues, our operations in Israel include executive offices, which are the workplace for key executives including our chief executive officer, as well as two manufacturing facilities located in the central part of Israel that manufacture products representing approximately 26% of our total worldwide revenues.

As of May 6, 2025, these facilities remain open and operational.

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 war, 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

We have manufacturing operations in India, China, Europe, Canada, Israel and the United States, as well as in other countries.

The current political environment in the United States and internationally has resulted in uncertainty surrounding the state of the global economy particularly due to existing and potential changes to U.S.

policies related to global trade and tariffs,

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

VPG continues to actively monitor and evaluate the ongoing situation, focusing on quickly responding to cost and price adjustments.

At this time, we are not aware of any other changes to our risk factors from those contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Overview of Financial Results

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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 September 28, 2024 were $75.7 million versus $85.9 million for the comparable prior year period.

Net loss attributable to VPG stockholders for the fiscal quarter ended September 28, 2024 were $(1.4) million, or $(0.10) per diluted share, versus $6.3 million, or $0.46 per diluted share, for the comparable prior year period.

Net revenues for the nine fiscal months ended September 28, 2024 were $233.9 million versus $265.5 million for the comparable prior year period.

Net earnings attributable to VPG stockholders for the nine fiscal months ended September 28, 2024 were $9.1 million, or $0.68 per diluted share, versus $21.5 million, or $1.57 per diluted share, for the comparable prior year period.

The results of operations for the fiscal quarters ended September 28, 2024 and September 30, 2023 include items affecting comparability as listed in the reconciliations below.

Net revenues for the fiscal quarter ended March 29, 2025 were $71.7 million versus $80.8 million for the comparable prior year period.

Net loss attributable to VPG stockholders for the fiscal quarter ended March 29, 2025 were $(0.9) million, or $(0.07) per diluted share, compared to net earnings of $5.9 million, or $0.44 per diluted share, for the comparable prior year period.

The results of operations for the fiscal quarters ended March 29, 2025 and March 30, 2024 include items affecting comparability as listed in the reconciliations below.

The reconciliations below include certain financial measures which are not recognized in accordance with U.S.

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

Gross Profit Operating Income Net (Loss) Earnings Attributable to VPG Stockholders Diluted Earnings Per share

Three months ended September 28, 2024 September 30, 2023 September 28, 2024 September 30, 2023 September 28, 2024 September 30, 2023 September 28, 2024 September 30, 2023

As reported - GAAP $ 30,260 $ 35,935 $ 3,841 $ 8,224 $ (1,351) $ 6,280 $ (0.10) $ 0.46

As reported - GAAP Margins 40.0 % 41.9 % 5.1 % 9.6 %

Acquisition purchase accounting adjustments (a) — 214 — 214 — 214 — 0.02

Restructuring costs — — 82 1,153 82 1,153 0.01 0.08

Foreign currency exchange (loss) gain (b) — — — — 2,912 (1,283) 0.22 (0.09)

Tax effect of reconciling items and discrete tax items — — — — (839) (77) (0.06) —

As Adjusted - Non GAAP $ 30,260 $ 36,149 $ 3,923 $ 9,591 $ 2,482 $ 6,441 $ 0.19 $ 0.47

As Adjusted - Non GAAP Margins 40.0 % 42.1 % 5.2 % 11.2 %

Gross Profit Operating Income Net Earnings Attributable to VPG Stockholders Diluted Earnings Per share

Nine fiscal months ended September 28, 2024 September 30, 2023 September 28, 2024 September 30, 2023 September 28, 2024 September 30, 2023 September 28, 2024 September 30, 2023

Gross Profit Operating Income Net (Loss) Earnings Attributable to VPG Stockholders Diluted (Loss) Earnings Per share

Three months ended March 29, 2025 March 30, 2024 March 29, 2025 March 30, 2024 March 29, 2025 March 30, 2024 March 29, 2025 March 30, 2024

As reported - GAAP $ 27,045 $ 35,094 $ (60) $ 6,918 $ (942) $ 5,891 $ (0.07) $ 0.44

As reported - GAAP Margins 37.7 % 43.4 % (0.1) % 8.6 %

Acquisition purchase accounting adjustments (a) — 304 — 304 — 304 — 0.02

Start-up costs (a) 463 — 463 — 463 — 0.03 —

Restructuring costs — — 395 782 395 782 0.03 0.06

Severance cost — — — 347 347 — —

Foreign currency exchange gain (b)

— — — — 34 (2,139) — (0.16)

Foreign currency exchange (loss) gain (b) — — — — 972 (1,589) 0.07 (0.12)

Tax effect of reconciling items and discrete tax items — — — — 420 (238) 0.03 (0.01)

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As Adjusted - Non GAAP Margins 38.3 % 43.4 % 1.1 % 10.0 %

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

Net (loss) earnings attributable to VPG stockholders $ (942) $ 5,891

Interest Expense 550 628

Income tax expense 1,874 2,419 6,508 8,023

Income tax (benefit) expense (332) 2,318

Depreciation 3,056 3,016

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EBITDA MARGIN 4.6 % 15.8 %

Acquisition purchase accounting adjustments (a) — 214 — 304

Restructuring costs 395 782

Severance cost — 347

Foreign currency exchange gain (b) 2,912 (1,283) 34 (2,139)

Start-up costs (a) 463 —

Foreign currency exchange gain (loss) (b) 972 (1,589)

ADJUSTED EBITDA $ 5,141 $ 12,320

ADJUSTED EBITDA MARGIN 7.2 % 15.3 %

(a) Acquisition purchase accounting adjustments include fair market value adjustments associated with inventory recorded as a component of costs of products sold.

(a) Start-up cost 2025

(b) Impact of foreign currency exchange rates on assets and liabilities.

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We include in our backlog only open orders that have been released by the customer for shipment in the next twelve months.

If demand falls below customers’ forecasts, or if customers do

not control their inventory effectively, they may cancel or reschedule the shipments that are included in our backlog, in many instances without the payment of any penalty.

If demand falls below customers’ forecasts, or if customers do not control their inventory effectively, they may cancel or reschedule the shipments that are included in our backlog, in many instances without the payment of any penalty.

Therefore, backlog is not necessarily indicative of the results expected for future periods.

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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 third quarter of 2023 through the third quarter of 2024.

3rd Quarter 4th Quarter 1st Quarter 2nd Quarter 3rd Quarter

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 2024 through the first quarter of 2025.

1st Quarter 2nd Quarter 3rd Quarter 4th Quarter 1st Quarter

(dollars in thousands)

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Inventory turnover 2.05 1.99 2.01 2.06 2.12

3rd Quarter 4th Quarter 1st Quarter 2nd Quarter 3rd Quarter

1st Quarter 2nd Quarter 3rd Quarter 4th Quarter 1st Quarter

(dollars in thousands) 2024 2024 2024 2024 2025

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Inventory turnover 1.62 1.65 1.55 1.62 1.41

Net revenues for the third fiscal quarter of 2024 decreased 2.1% from the second fiscal quarter of 2024 and decreased 11.8% from the third fiscal quarter of 2023 across all three reporting segments.

Net revenues in the Sensors reporting segment decreased 2.3% compared to the second fiscal quarter of 2024 and decreased 13.3% from the third fiscal quarter of 2023.

The year-over-year decrease in Sensors reporting segment revenues was primarily attributable to lower sales of precision resistors in the Test and Measurement and AMS markets.

Sequentially, the decrease primarily reflected lower sales of advanced sensors in the Other markets, mainly for consumer applications, which was partially offset by higher sales of precision resistors in the AMS and Test and Measurement end markets.

Net revenues in the Weighing Solutions reporting segment decreased 8.3% from the second fiscal quarter of 2024 and decreased 13.1% from the third fiscal quarter of 2023.

Sequentially, the decreases in revenues were primarily attributable to lower sales in the Industrial Weighing, Transportation, and Other markets.

The year-over-year decrease in revenues was mainly attributable to lower sales in our Transportation and Industrial Weighing markets, as well as in our Other markets primarily for precision agriculture and medical applications.

Net revenues in the Measurement Systems reporting segment increased 6.2% from the second fiscal quarter of 2024 and decreased 8.2% from the third fiscal quarter of 2023.

Sequentially, the increase in revenue was primarily due to higher sales of Diversified Technical Systems Inc.

("DTS") products in the AMS and Transportation markets.

The year-over-year decrease was primarily attributable to decreased revenue in the Steel, Transportation, and in our Other markets.

Overall gross profit margin in the third fiscal quarter of 2024 decreased 1.9% as compared to the second fiscal quarter of 2024 and decreased 1.9% from the third fiscal quarter of 2023.

Sequentially, the decrease in the gross profit margins in the Sensors and Weighing Solutions reporting segments was partially offset by an increase in the gross profit margin in the Measurement Systems reporting segment.

In the Sensors reporting segment, sequentially, the lower gross profit margin was primarily due to lower volume and temporary operational and labor inefficiencies.

In the Weighing Solutions reporting segment, the sequential decrease in gross profit margin was primarily due to lower volum and unfavorable product mix.

The sequential increase in the gross profit margins in the Measurement Systems reporting segment was a result of higher volume and favorable product mix.

Compared to the third fiscal quarter of 2023, the Measurement Systems reporting segment had a higher gross profit margins, while the Sensors and Weighing Solutions reporting segments had lower gross profit margins.

The Sensors reporting segment had a lower gross profit margin the third fiscal quarter of 2024 as compared to the third fiscal quarter of 2023 mainly due to lower volume.

The Weighing Solutions reporting segment had a lower gross profit margin as compared to the third fiscal quarter of 2023 primarily due to lower volume and unfavorable product mix.

In the Measurement Systems reporting segment, the gross profit margin was slightly higher as compared to the third fiscal quarter of 2023 primarily due to favorable product mix, partially offset by lower volume.

Net revenues for the first fiscal quarter of 2025 decreased 1.3% from the fourth fiscal quarter of 2024 due to a decrease in the Measurement Systems reporting segment which was partially offset by increases in revenues in the Sensors and Weighing Solutions reporting segments.

Net revenues for the first fiscal quarter of 2025 decreased 11.2% from the first fiscal quarter of 2024 across all three reporting segments.

Net revenues in the Sensors reporting segment increased 5.1% compared to $25.8 million in the fourth fiscal quarter of 2024 and decreased 8.0% from $29.4 million in the first fiscal quarter of 2024.

The year-over-year decrease in revenues was primarily attributable to lower sales of precision resistors in the Test and Measurement and Other markets, and lower sales of strain gages in our Other markets.

Sequentially, the increase primarily reflected higher sales of strain gages and precision resistors in the Test and Measurement market

Net revenues in the Weighing Solutions reporting segment increased 2.7% from the fourth fiscal quarter of 2024 and decreased 8.3% from the first fiscal quarter of 2024.

The year-over-year decrease in revenues was mainly attributable to lower sales in the Industrial Weighing and Transportation markets, as well as in our Other markets.

Sequentially, the increase in revenues was primarily attributable to higher sales in the Transportation and General Industrial markets, which offset lower revenue in the Industrial Weighing and Other markets.

Net revenues in the Measurement Systems reporting segment decreased 13.8% from the fourth fiscal quarter of 2024 and decreased 19.0% from the first fiscal quarter of 2024.

The year-over-year decrease was primarily attributable to decreased revenue in the Steel, AMS, and Other markets, which was partially offset by higher sales in the Transportation market.

Sequentially, the decrease in revenue was primarily due to lower sales in the Steel market and lower sales of Diversified Technical Systems Inc.

("DTS") products in the Avionics, Military and Space market.

Overall gross profit margin in the first fiscal quarter of 2025 decreased 0.5% as compared to the fourth fiscal quarter of 2024 and decreased 5.7% from the first fiscal quarter of 2024 across all three reporting segments.

Optimize Core Competence

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dollar is the functional currency, all foreign currency financial statement amounts are remeasured into U.S.

Exchange gains and losses arising from remeasurement of foreign currency-denominated monetary assets and liabilities are included in the results of operations.

Exchange gains and losses arising

from remeasurement of foreign currency-denominated monetary assets and liabilities are included in the results of operations.

While these subsidiaries transact most business in U.S.

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Effects of Foreign Currency Exchange Rate on Operations

For the fiscal quarter ended September 28, 2024, exchange rates increased net revenues by $0.0 million, and increased costs of products sold and selling, general, and administrative expenses by $0.2 million, when compared to the comparable prior year period.

For the nine fiscal months ended September 28, 2024, exchange rates decreased net revenues by $0.9 million, and decreased costs of products sold and selling, general, and administrative expenses by $1.3 million, when compared to the comparable prior year period.

For the fiscal quarter ended March 29, 2025, exchange rates decreased net revenues by $1.0 million, and decreased costs of products sold and selling, general, and administrative expenses by $0.4 million, when compared to the comparable prior year period.

Results of Operations

Statement of operations’ captions as a percentage of net revenues and the effective tax rates were as follows:

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

Costs of products sold 62.3 % 56.6 %

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Selling, general, and administrative expenses 37.2 % 33.9 %

Operating income 5.1 % 9.6 % 7.1 % 11.3 %

Income before taxes 0.7 % 10.2 % 6.7 % 11.2 %

Operating (loss) income (0.1) % 8.6 %

(Loss) income before taxes (1.8) % 10.1 %

Net (loss) earnings (1.3) % 7.2 %

Net earnings attributable to VPG stockholders (1.8) % 7.3 % 3.9 % 8.1 %

Net (loss) earnings attributable to VPG stockholders (1.3) % 7.3 %

Effective tax rate 25.8 % 28.4 %

Net revenues were as follows (dollars 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

Net revenues $ 71,741 $ 80,783

Change versus comparable prior year period

$ (10,127) $ (31,651)

Percentage change versus prior year period

(11.8) % (11.9) %

Changes in net revenues were attributable to the following:

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Net change (11.2) %

During the fiscal quarter and nine fiscal months ended September 28, 2024, net revenues decreased 11.8% and 11.9%, respectively, as compared to the comparable prior year periods, due to lower volume across all three reporting segments.

During the fiscal quarter ended March 29, 2025, net revenues decreased by 11.2%, as compared to the comparable prior year periods, due to lower volume across all three reporting segments.

Gross Profit Margin

Gross profit as a percentage of net revenues was as follows:

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

Gross profit margin 37.7 % 43.4 %

The gross profit margin for the fiscal quarter ended September 28, 2024 decreased 1.9% and for the nine fiscal months ended September 28, 2024, decreased by 0.3% as compared to the comparable prior year periods.

For the fiscal quarter period, the Measurement Systems reporting segment had higher gross profit margins, while the Sensors and Weighing Solutions reporting segments had a lower gross profit margin.

For the nine fiscal months ended September 28, 2024, the Measurement Systems

reporting segment had higher gross profit margins, while the Sensors and Weighing Solutions reporting segments had a lower gross profit margin.

The gross profit margin for the fiscal quarter ended March 29, 2025, decreased by 5.7% as compared to the comparable prior year periods.

For the first fiscal quarter of 2025, all three reporting segments had lower gross profit margins compared to the prior year period.

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

Net revenues of the Sensors segment were as follows (dollars 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

Net revenues $ 27,055 $ 29,415

Change versus comparable prior year period

$ (4,331) $ (19,040)

Percentage change versus prior year period

(13.3)% (18.0)%

Changes in Sensors segment net revenues were attributable to the following:

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Net change (8.0) %

The Sensors segment revenue of $28.2 million in the third fiscal quarter of 2024 decreased 13.3% from $32.5 million in the third fiscal quarter of 2023;

sequentially, revenue decreased 2.3% compared to $28.9 million in the second fiscal quarter of 2024.

The year-over-year decrease in revenues w as primarily attributable to lower sales of precision resistors in the Test and Measurement and AMS markets.

The Sensors segment revenue of $27.1 million in the first fiscal quarter of 2025 decreased 8.0% from $29.4 million in the first fiscal quarter of 2024;

sequentially, revenue increased 5.1% compared to $25.8 million in the fourth fiscal quarter of 2024.

Sequentially, the increase primarily reflected higher sales of strain gages and precision resistors in the Test and Measurement markets.

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

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

Gross profit margin 30.1 % 36.5 %

Gross profit margin for the Sensors segment was 31.0% for the third fiscal quarter of 2024.

as compared to 35.9% in the third fiscal quarter of 2023, and decreased compared to 38.3% in the second fiscal quarter of 2024.

Gross profit margin for the Sensors segment was 30.1% for the first fiscal quarter of 2025, as compared to 36.5% in the first fiscal quarter of 2024, and decreased compared to 32.0% in the fourth fiscal quarter of 2024.

The year-over-year decrease in gross profit margin was primarily due to lower volume.

Sequentially, the lower gross profit margin was primarily due to lower volume and temporary operational and labor inefficiencies.

Sequentially, the lower gross profit margin was primarily due to higher one-time fixed costs and unfavorable foreign currency exchange rates, which were partially offset by an increase in volume.

Weighing Solutions

Net revenues of the Weighing Solutions segment were as follows (dollars 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

$ 26,439 $ 28,844

Change versus comparable prior year period

$ (3,796) $ (10,624)

Percentage change versus prior year period

(13.1) % (11.5) %

Changes in Weighing Solutions segment net revenues were attributable to the following:

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Net change (8.3) %

The Weighing Solutions segment revenue of $25.2 million in the third fiscal quarter of 2024 decreased 13.1% compared to $29.0 million in the third fiscal quarter of 2023 and was 8.3% lower than $27.4 million in the second fiscal quarter of 2024.

The year-over-year decline in revenues was mainly attributable to lower sales in our Transportation and Industrial Weighing markets, as well as in our Other markets primarily for precision agriculture and medical applications.

Sequentially, the decrease in revenues was primarily attributable to lower sales in the Industrial Weighing, Transportation, and Other markets.

The Weighing Solutions segment revenue of $26.4 million in the first fiscal quarter of 2025 decreased 8.3% compared to $28.8 million in the first fiscal quarter of 2024 and was 2.7% higher than $25.7 million in the fourth fiscal quarter of 2024.

The year-over-year decline in revenues was mainly attributable to lower sales in the Industrial Weighing and Transportation markets, as well as in our Other markets.

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

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

Gross profit margin 36.8 % 39.1 %

Gross profit margin for the Weighing Solutions segment was 35.1% for the third fiscal quarter of 2024, which decreased compared to 38.7% in the third fiscal quarter of 2023, and decreased compared to 37.6% in the second fiscal quarter of 2024.

The year-over-year and sequential decrease in gross profit margin were primarily due to lower volume and unfavorable product mix.

Gross profit margin for the Weighing Solutions segment was 36.8% for the first fiscal quarter of 2025, which decreased compared to 39.1% in the first fiscal quarter of 2024, and increased compared to 34.1% in the fourth fiscal quarter of 2024.

The year-over-year decrease in gross profit margin was primarily due to lower volume, partially offset by the effect of cost reduction programs.

The sequential increase in gross profit margin primarily reflected higher sales and the effect of our cost reduction programs.

Measurement Systems

Net revenues of the Measurement Systems segment were as follows (dollars 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

Net revenues 18,247 22,524

Change versus comparable prior year period

$ (2,000) $ (1,987)

Percentage change versus prior year period

(8.2) % (2.9) %

Changes in Measurement Systems segment net revenues were attributable to the following:

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Net change (19.0) %

The Measurement Systems segment revenue of $22.4 million in the third fiscal quarter of 2024 decreased 8.2% year-over-year from $24.4 million in the third fiscal quarter of 2023 and was 6.2% higher than $21.0 million in the second fiscal quarter of 2024.

The year-over-year decrease was primarily attributable to decreased revenue in the Steel, Transportation, and in our Other markets.

Sequentially, the increase in revenue was primarily due to higher sales of Diversified Technical Systems Inc.

("DTS") products in the AMS and Transportation markets.

The Measurement Systems segment revenue of $18.2 million in the first fiscal quarter of 2025 decreased 19.0% year-over-year from $22.5 million in the first fiscal quarter of 2024 and decreased 13.8% from $21.2 million in the fourth fiscal quarter of 2024.

The year-over-year decrease was primarily attributable to decreased revenue in the Steel, AMS, and Other markets, which was partially offset by higher sales in the Transportation market.

Sequentially, the decrease in revenue was primarily due to lower sales in the Steel market and lower sales of DTS products in the Avionics, Military and Space market.

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

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

Gross profit margin 50.3 % 58.1 %

Gross profit margin for the Measurement Systems segment was 56.8%, compared to 53.6% (or 54.5% adjusted to exclude $214.0 thousand of purchase accounting adjustment related to the DTS and DSI acquisitions), in the third fiscal quarter of 2023, and 52.4% in the second fiscal quarter of 2024.

The year-over-year adjusted gross profit margin was higher due to product mix.

The sequentially higher adjusted gross profit margin reflected lower volume and favorable product mix.

Gross profit margin for the Measurement Systems segment was 50.3%, compared to 58.1% in the first fiscal quarter of 2024, and 50.9% in the fourth fiscal quarter of 2024.

The sequentially lower adjusted gross profit margin reflected lower volume.

Selling, General, and Administrative Expenses

Selling, general, and administrative (“SG&A”) expenses are summarized as follows (dollars 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

Total SG&A expenses $ 26,710 $ 27,394

As a percentage of net revenues 37.2 % 33.9 %

SG&A expenses for the fiscal quarter and nine fiscal months ended September 28, 2024 decreased $0.2 million and $0.2 million, respectively, compared to the comparable prior year periods.

SG&A expenses for the fiscal quarter ended March 29, 2025 decreased $0.7 million compared to the comparable prior year period.

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 $0.1 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, in connection with various cost reduction programs.

Other Income (Expense)

Foreign currency exchange loss for the fiscal quarter and nine fiscal months ended September 28, 2024 was higher compared to the comparable prior year periods 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..

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

Fiscal quarter ended

September 28, 2024 September 30, 2023 Change

Foreign currency exchange gain (loss) $ (2,912) $ 1,283 $ (4,195)

Interest income 370 543 (173)

Pension expense (8) (72) 64

Other (96) (83) (13)

$ (2,646) $ 1,671 $ (4,317)

Nine fiscal months ended

September 28, 2024 September 30, 2023 Change

Foreign currency exchange gain (loss) $ (36) $ 2,138 $ (2,174)

March 29, 2025 March 30, 2024 Change

Foreign currency exchange (loss) gain $ (972) $ 1,589 $ (2,561)

Interest income 320 323 (3)

2 unchanged sentences

$ (677) $ 1,860 $ (2,537)

Foreign currency exchange gains and losses 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 Israeli shekel, the Japanese Yen, the Canadian dollar and the British pound.

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 for the fiscal quarter ended September 28, 2024 was 343.2% compared to 27.6% for the fiscal quarter ended September 30, 2023.

The effective tax rate for the fiscal quarter ended September 28, 2024 was higher than the prior year period primarily due to changes in the mix of worldwide income and an increase in our valuation allowance on deferred tax assets.

The effective tax rate for the nine fiscal months ended September 28, 2024 was 41.6% compared to 27.0% for the nine fiscal months ended September 30, 2023.

The effective tax rate for the nine fiscal months ended September 28, 2024 was higher than the prior year period primarily due to changes in the mix of worldwide income and an increase in our valuation allowance on deferred tax assets.

Foreign currency exchange loss for the fiscal quarter ended March 29, 2025 was higher as compared to the prior year period largely 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.

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 was different than the prior year period primarily due to changes in the mix of worldwide income 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.

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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.

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.

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

1 to Third Amended and Restated Credit Agreement (the “Credit Agreement Amendment”), by and among the Company, the lenders named therein, Citizens Bank, National Association and Wells Fargo Bank, National Association as joint lead arrangers and the Agent, as agent for such lenders.

The Credit Agreement Amendment amended the 2020 Credit Agreement.

The primary purpose of the changes made in the Credit Agreement Amendment were 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 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, as amended, 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.

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.

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

The Company was in compliance with its financial maintenance covenants at September 28, 2024.

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

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

Our business has historically generated significant cash flow.

For the nine fiscal months ended September 28, 2024, cash provided by operating activities was $13.0 million compared to $27.1 million in the comparable prior year period.

Our net cash used in investing activities for the nine fiscal months ended September 28, 2024 was lower compared to the prior year period mainly due to lower capital spending.

Our net cash used in financing activities for the nine fiscal months ended September 28, 2024 was significantly higher when compared with the prior year period due to the stock repurchases made during the period.

Approximately 92% and 92% of our cash and cash equivalents balance at September 28, 2024 and December 31, 2023, respectively, was held by our non-U.S.

For the three fiscal months ended March 29, 2025, cash provided by operating activities was $5.2 million compared to $6.4 million in the comparable prior year period.

Our net cash used in investing activities for the three fiscal months ended March 29, 2025 was lower compared to the prior year period mainly due to lower capital spending.

Our net cash used in financing activities for the three fiscal months ended March 29, 2025 was significantly lower when compared with the prior year period, due to expiration of the stock repurchase plan in accordance with its terms on August 9, 2024.

Approximately 93% and 92% of our cash and cash equivalents balance at March 29, 2025 and December 31, 2024, respectively, was held by our non-U.S.

subsidiaries.

See the following table for the percentage of cash and cash equivalents, by region, at September 28, 2024 and December 31, 2023:

September 28, 2024 December 31, 2023

See the following table for the percentage of cash and cash equivalents, by region, at March 29, 2025 and December 31, 2024:

March 29, 2025 December 31, 2024

Israel 44 % 56 %

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Europe 22 % 14 %

Germany 14 % 5 %

United States 7 % 6 %

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If we should require more capital in the United States than is generated by our domestic operations, for example, to fund significant discretionary activities, such as business acquisitions, we could elect to repatriate future earnings from foreign jurisdictions or raise capital in the United States through debt or equity issuances.

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 September 28, 2024, to be indefinitely reinvested.

Adjusted free cash flow generated during the nine fiscal months ended September 28, 2024, was $6.7 million.

We refer to the amount of cash provided by operating activities ($13.0 million) in excess of our capital expenditures ($7.0 million) and net of proceeds from the sale of assets ($0.8 million) as “adjusted free cash flow.”

The following table summarizes the components of net cash at September 28, 2024 and December 31, 2023 (in thousands) :

September 28, 2024 December 31, 2023

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 March 29, 2025, to be indefinitely reinvested.

Adjusted free cash flow generated during the three fiscal months ended March 29, 2025, was $3.7 million.

We refer to the amount of cash provided by operating activities ($5.2 million) in excess of our capital expenditures ($1.5 million) as “adjusted free cash flow.”

The following table summarizes the components of net cash at March 29, 2025 and December 31, 2024 (in thousands) :

March 29, 2025 December 31, 2024

Cash and cash equivalents $ 83,892 $ 79,272

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

Our financial condition as of September 28, 2024 remains strong, with a current ratio (current assets to current liabilities) of 4.4 to 1.0, as compared to a ratio of 3.9 to 1.0 at December 31, 2023.

Cash paid for property and equipment for the nine fiscal months ended September 28, 2024 was $7.0 million compared to $9.8 million in the comparable prior year period.

As of September 28, 2024 and December 31, 2023, we did not have any off-balance sheet arrangements.

Our financial condition as of March 29, 2025 remains strong, with a current ratio (current assets to current liabilities) of 4.5 to 1.0, the same as at December 31, 2024.

Cash paid for property and equipment for the three fiscal months ended March 29, 2025 was $1.5 million compared to $2.6 million in the comparable prior year period.

As of March 29, 2025 and December 31, 2024, we did not have any off-balance sheet arrangements.

Safe Harbor Statement

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general business and economic conditions;

significant developments from the recent and potential changes in tariffs and trade regulation;

impact of inflation;

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political, economic, and health (including pandemics) instabilities;

instability caused by military hostilities in the countries in which we operate (including Israel);

instability caused by military hostilities in the regions or countries in which we operate (including Israel);

difficulties in implementing our cost reduction strategies, such as underutilization of production facilities, labor unrest or legal challenges to our lay-off or termination plans, operation of redundant facilities due to difficulties in transferring production to achieve efficiencies;

compliance issues under applicable laws, such as export control laws, including the outcome of our voluntary self-disclosure of export control non-compliance;

significant developments from the recent and potential changes in tariffs and trade regulation;

our efforts and efforts by governmental authorities to mitigate the COVID-19 pandemic, such as travel bans, shelter-in-place orders and business closures and the related impact on resource allocations, manufacturing and supply chains;

our status as a “critical”, “essential” or “life-sustaining” business in light of COVID-19 business closure laws, orders and guidance being challenged by a governmental body or other applicable authority;

our ability to execute our new corporate strategy and business continuity, operational and budget plans;

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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 2. Management’s Discussion and Analysis