Vishay Precision Group, Inc.

Previous wording

VPG is a global leader in precision measurement and sensing technologies that help power the future by bridging the physical world with the digital one. Many of our specialized sensors, weighing solutions, and measurement systems are “designed-in” by our customers, and address growing applications across a diverse array of industries and markets. Our products are marketed under brand names that we believe are characterized as having a very high level of precision and quality, and we employ an operationally diversified structure to manage our businesses.

Current wording

VPG is a global leader in precision measurement and sensing technologies that help power the future by bridging the physical world with the digital one. Many of our specialized sensors, weighing solutions, and measurement systems are “designed-in” by our customers, and address growing applications across a diverse array of industries and markets. Our products are marketed under brand names that we believe are characterized as having a very high level of precision and quality.

Previous wording

Driven by the continued proliferation of data generated by the expanding use of sensors across a widening array of industrial and non-industrial applications, precision measurement and sensing technologies help ensure and deliver required levels of quality of mission-critical or high-value data. VPG’s products are often at the first stage of a data value chain (i.e., the process of converting the physical world into a digital format that can be used for a specific purpose) and as such impact the effectiveness of vast number of critical, high-value downstream processes. Over the past few years, we have seen a broadening of precision sensing applications in both our traditional industrial markets and new markets, due to the development of higher functionality in our customers' end products. Our precision measurement solutions are used across a wide variety of end markets upon which we focus, including industrial, industrial automation and robotics, test and measurement, transportation, steel, medical, agriculture, avionics, military and space, and consumer product applications. The Company has a long heritage of innovation in sensor technologies that provide accuracy, reliability and repeatability that make our customers' products safer, smarter, and more productive. 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.

Current wording

Driven by the continued proliferation of data generated by the expanding use of sensors across a widening array of industrial and new applications, precision measurement and sensing technologies help ensure and deliver required levels of quality of mission-critical or high-value data. VPG’s products are often at the first stage of a data value chain (i.e., the process of converting the physical world into a digital format that can be used for a specific purpose) and as such impact the effectiveness of a vast number of critical, high-value downstream processes. Over the past few years, we have seen a broadening of precision sensing applications in both our traditional industrial markets and new markets, due to the development of higher functionality in our customers' end products. Our precision measurement solutions are used across a wide variety of end markets upon which we focus, including industrial, test and measurement, transportation, steel, medical, agriculture, avionics, military and space, and consumer product applications. The Company has a long heritage of innovation in sensor technologies that provide accuracy, reliability and repeatability that make our customers' products safer, smarter, and more productive. 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.

Previous wording

On June 13, 2025, Israel launched a preemptive strike on Iran, with military support from the United States. Iran retaliated with ballistic missile and drone strikes targeting both civilian and military sites in Israel. A ceasefire between Israel and Iran was reached on June 23, 2025, although there is no assurance that the ceasefire will continue. Israel’s airspace and maritime zones, which were closed to commercial traffic during the period between June 13 and June 23, 2025, are fully open as of November 4, 2025.

Current wording

On February 28, 2026, Israel launched a preemptive strike on Iran, with military support from the United States. Iran retaliated with ballistic missile and drone strikes targeting both civilian and military sites in Israel. A ceasefire was reached on April 8, 2026, although there is no assurance that the ceasefire will continue.

Previous wording

While sales to customers in Israel account for a relatively small portion of our revenues, our operations in Israel include executive offices, which are the workplace for key executives including our chief executive officer, as well as two manufacturing facilities located in the central part of Israel that manufacture products representing approximately 30% of our total worldwide revenues in the nine fiscal months ended September 27, 2025. As of November 4, 2025, these facilities remain open and operational. We have implemented a contingency plan that, in the event conditions in Israel deteriorate such that we no longer operate there at normal levels, we believe will provide for securing supply of materials and logistics by producing a safety stock of finished goods and transferring these goods to our distribution centers outside of Israel, while continuing to take measures with regards to the safety of our employees. We may, however, determine to temporarily discontinue production in Israel for the safety of our employees. We could also face future production slowdowns or interruptions at either manufacturing location in Israel due to the impacts of the conflicts, including personnel absences as a number of our employees have been called to active military duty, or due to other resource constraints such as the inability to source materials for production.

Current wording

While sales to customers in Israel account for a relatively small portion of our revenues, our operations in Israel include executive offices, which are the workplace for key executives including our chief executive officer, as well as two manufacturing facilities located in the central part of Israel that manufacture products representing approximately 30% of our total worldwide revenues in the three fiscal months ended April 4, 2026. As of May 12, 2026, these facilities remain open and operational. The war did not have a material impact on the Company’s financial results or operations for the three fiscal months ended April 4, 2026. We have implemented a contingency plan that, in the event conditions in Israel deteriorate such that we no longer operate there at normal levels, we believe will provide for securing supply of materials and logistics by producing a safety stock of finished goods and transferring these goods to our distribution centers outside of Israel, while continuing to take measures with regards to the safety of our employees. We may, however, determine to temporarily discontinue production in Israel for the safety of our employees. We could also face future production slowdowns or interruptions at either manufacturing location in Israel due to the impacts of the conflicts, including personnel absences as a number of our employees have been called to active military duty, or due to other resource constraints such as the inability to source materials for production.

Previous wording

Beginning in the second quarter of 2025, new tariffs were announced on import to the U.S. In response several countries have imposed reciprocal tariffs on import from the U.S. and other retaliatory measures. The tariffs have been set at various rates, with exemptions applicable to certain categories of imports and exports.

Current wording

VPG have manufacturing operations in India, China, Japan, Europe, Canada, Israel, and the United States, as well as in other countries. Beginning in the second quarter of 2025, new tariffs were announced on import to the U.S. In response several countries have imposed reciprocal tariffs on import from the U.S. and other retaliatory measures. The tariffs have been set at various rates, with exemptions applicable to certain categories of imports and exports. The Company mitigates the impact of tariff changes through pricing adjustments to customers. Accordingly, tariff fluctuations have not had a material effect on gross margin or results of operations.

Previous wording

Net revenues for the fiscal quarter ended September 27, 2025 were $79.7 million versus $75.7 million for the comparable prior year period. Net profit attributable to VPG stockholders for the fiscal quarter ended September 27, 2025 was $7.9 million, or $0.59 per diluted share, compared to net loss of $(1.4) million or $(0.10) per diluted share, for the comparable prior year period.

Current wording

Net revenues for the fiscal quarter ended April 4, 2026 were $84.4 million versus $71.7 million for the comparable prior year period. Net loss attributable to VPG stockholders for the fiscal quarter ended April 4, 2026 was $0.3 million, or $(0.02) per diluted share, compared to net loss of $0.9 million or (0.07) per diluted share, for the comparable prior year period.

Previous wording

The results of operations for the fiscal quarters ended September 27, 2025 and September 28, 2024 include items affecting comparability as listed in the reconciliations below. The reconciliations below include certain financial measures which are not recognized in accordance with U.S. generally accepted accounting principles ("GAAP"), including adjusted gross profits, adjusted gross profit margin, adjusted operating income, adjusted operating margin, adjusted net earnings, adjusted net earnings per diluted share, EBITDA, and adjusted EBITDA. These non-GAAP measures should not be viewed as an alternative to GAAP measures of performance. Non-GAAP measures such as adjusted gross profits, adjusted gross profit margin, adjusted operating income, adjusted operating margin, adjusted net earnings, adjusted net earnings per diluted share, EBITDA, and adjusted EBITDA do not have uniform definitions. These measures, as calculated by VPG, may not be comparable to similarly titled measures used by other companies. Management believes that these non-GAAP measures are useful to investors because each presents what management views as our core operating results for the relevant period. The adjustments to the applicable GAAP measures relate to occurrences or events that are outside of our core operations, and management believes that the use of these non-GAAP measures provides a consistent basis to evaluate our operating profitability and performance trends across comparable periods. In addition, the Company has historically provided these or similar non-GAAP measures and understands that some investors and financial analysts find this information helpful in analyzing the Company’s performance and in comparing the Company’s financial performance to that of its peer companies and competitors. Management believes that the Company’s non-GAAP measures are regarded as supplemental to its GAAP financial results.

Current wording

The results of operations for the fiscal quarters ended April 4, 2026 and March 29, 2025 include items affecting comparability as listed in the reconciliations below. The reconciliations below include certain financial measures which are not recognized in accordance with U.S. generally accepted accounting principles ("GAAP"), including adjusted gross profits, adjusted gross profit margin, adjusted operating income, adjusted operating margin, adjusted net earnings, adjusted net earnings per diluted share, EBITDA, and adjusted EBITDA. These non-GAAP measures should not be viewed as an alternative to GAAP measures of performance. Non-GAAP measures such as adjusted gross profits, adjusted gross profit margin, adjusted operating income, adjusted operating margin, adjusted net earnings, adjusted net earnings per diluted share, EBITDA, and adjusted EBITDA do not have uniform definitions. These measures, as calculated by VPG, may not be comparable to similarly titled measures used by other companies. Management believes that these non-GAAP measures are useful to investors because each presents what management views as our core operating results for the relevant period.

Previous wording

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 2024 through the third quarter of 2025.

Current wording

The quarter-to-quarter trends in these financial metrics can also be an important indicator of the likely direction of our business. The following tables show net revenues, gross profit margin, end-of-period backlog, book-to-bill ratio, and inventory turnover for our business as a whole and by segment during the five quarters beginning with the first quarter of 2025 through the first quarter of 2026.

Previous wording

Net revenues for the third fiscal quarter of 2025 increased 6.1% from the second fiscal quarter of 2025 primarily due to increases in the Measurement Systems and Sensors reporting segments which were partially offset by a decrease in revenues in the Weighing Solutions reporting segment. Net revenues for the third fiscal quarter of 2025 increased 5.3% from the third fiscal quarter of 2024 due to increases in the Sensors and Weighing Solutions reporting segments which were partially offset by a decrease in revenues in the Measurement Systems reporting segment.

Current wording

Net revenues for the first fiscal quarter of 2026 increased 4.7% from the fourth fiscal quarter of 2025 primarily due to increases in the Sensors and Weighing Solutions reporting segments which were partially offset by a decrease in revenues in the Measurement Systems reporting segment. Net revenues for the first fiscal quarter of 2026 increased 17.6% from the first fiscal quarter of 2025 due to increases in all reporting segments.

Previous wording

Net revenues in the Sensors reporting segment increased 19.1% compared to $26.6 million in the second fiscal quarter of 2025 and increased 12.1% from $28.2 million in the third fiscal quarter of 2024. The year-over-year increase in revenues was primarily attributable to higher sales of precision resistors and strain gages in the Test and Measurement and AMS markets. Sequentially, the increase primarily reflected higher sales of precision resistors in the Test and Measurement and AMS markets and higher sales of strain gages in the General Industrial market.

Current wording

Net revenues in the Sensors reporting segment increased 9.6% compared to $30.4 million in the fourth fiscal quarter of 2025 and increased 23.1% from $27.1 million in the first fiscal quarter of 2025. The year-over-year increase in revenues was primarily attributable to higher sales of precision resistors in the Test and Measurement and higher sales of strain gage sensors in the AMS and Other markets. Sequentially, the increase primarily reflected higher sales of precision resistors in the Test and Measurement and AMS markets and higher sales of strain gages in the General Industrial market.

Previous wording

Net revenues in the Measurement Systems reporting segment increased 7.3% from the second fiscal quarter of 2025 and decreased 8.0% from the third fiscal quarter of 2024. The year-over-year decrease was primarily attributable to decreased revenue in the AMS market. Sequentially, the increase in revenue was primarily due to higher sales in the Steel Market, which offset lower sales to the AMS market.

Current wording

Net revenues in the Measurement Systems reporting segment decreased 7.3% from the fourth fiscal quarter of 2025 and increased 14.0% from the first fiscal quarter of 2025. The year-over-year increase was primarily attributable to higher revenue in the AMS market, which offset lower sales in the Steel and Transportation markets. Sequentially, the decrease in revenue was primarily due to lower sales in the Steel Market, which offset higher sales to the AMS market.

Previous wording

Overall gross profit margin in the third fiscal quarter of 2025 decreased 0.4% as compared to the second fiscal quarter of 2025 due to Measurement Systems reporting segment and increased 0.3% from the third fiscal quarter of 2024 from the Sensors and Weighing Solutions reporting segments partially offset from Measurement system reporting segment.

Current wording

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

Previous wording

The Company’s core competencies include our innovative deep technical and applications-specific expertise to add value to our customers' products, our strong brands and customer relationships, our focus on operational excellence, our ability to select and develop our management teams, and our proven M&A strategy. We continue to optimize all aspects of our development, manufacturing and sales processes, including by increasing our technical sales efforts; continuing to innovate in product performance and design; and refining our manufacturing processes.

Current wording

The Company’s core competencies include our innovative deep technical and applications-specific expertise, our strong brands and customer relationships, our focus on operational excellence, our ability to select and develop our management teams, and our proven M&A strategy. We continue to optimize all aspects of our development, manufacturing and sales processes, including by increasing our technical sales efforts; continuing to innovate in product performance and design; and refining our manufacturing processes.

Previous wording

We expect to expand our expertise, and our acquisition focus, outside our traditional vertical approach to other precision measurement solutions, including in the fields of measurement of force, weight, pressure, torque, tilt, motion, and acceleration. We believe acquired businesses will benefit from improvements we implement to reduce redundant functions and from our current global manufacturing and distribution footprint. 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. Please see our Form 8-K dated September 30, 2024, for more information.

Current wording

We expect to expand our expertise, and our acquisition focus, outside our traditional vertical approach to other precision measurement solutions, including in the fields of measurement of force, weight, pressure, torque, tilt, motion, and acceleration. We believe acquired businesses will benefit from improvements we implement to reduce redundant functions and from our current global manufacturing and distribution footprint.

Previous wording

For the fiscal quarter ended September 27, 2025, the effect of foreign currency exchange rates increased net revenues by $1.2 million, and increased costs of products sold and selling, general, and administrative expenses by $2.6 million, when compared to the comparable prior year period.

Current wording

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

Previous wording

During the fiscal quarter ended September 27, 2025 net revenues increased by 5.3%, as compared to the comparable prior year period, mainly due to higher volume on the Sensors and Weighing Solutions reporting segments. The year-over-year decreased by 3.1% in revenues was primarily attributable to lower volume on the Sensors and the Measurement Systems, partially offset by the Weighing Solutions reporting segment.

Current wording

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

Previous wording

The Sensors segment revenue of $31.6 million in the third fiscal quarter of 2025 increased 12.1% from $28.2 million in the third fiscal quarter of 2024. The year-over-year increase in revenues was primarily attributable to higher sales of precision resistors and strain gages in the Test and Measurement and the AMS markets

Current wording

The Sensors segment revenue of $33.3 million in the first fiscal quarter of 2026 increased 23.1% from $27.1 million in the first fiscal quarter of 2025. The year-over-year increase in revenues was primarily attributable to higher sales of precision resistors in the Test and Measurement and higher sales of strain gage sensors in the AMS and Other markets.

Previous wording

Gross profit margin for the Sensors segment was 33.6% for the third fiscal quarter of 2025, as compared to 31.0% in the third fiscal quarter of 2024. The year-over-year increase in gross profit margin was primarily due to higher sales volume, partially offset by unfavorable foreign exchange rates

Current wording

Gross profit margin for the Sensors segment was 34.8% for the first fiscal quarter of 2026, as compared to 30.1% in the first fiscal quarter of 2025. The year-over-year increase in gross profit margin was primarily due to higher sales volume, partially offset by unfavorable foreign exchange rates.

Previous wording

Gross profit margin for the Weighing Solutions segment was 40.3% for the third fiscal quarter of 2025, which increased compared to 35.1% in the third fiscal quarter of 2024. The year-over-year increase in gross profit margin was primarily due to higher sales volume, favorable product mix and cost reductions.

Current wording

Gross profit margin for the Weighing Solutions segment was 34.2% for the first fiscal quarter of 2026, which decreased compared to 36.8% in the first fiscal quarter of 2025. The year-over-year decrease in gross profit margin was primarily due to unfavorable product mix, higher manufacturing fixed costs, partially offset by higher volume and favorable foreign exchange rates.

Previous wording

Gross profit margin for the Measurement Systems segment was 50.5%, compared to 56.8% in the third fiscal quarter of 2024. The year-over-year decrease in gross profit margin was primarily due to lower sales volume and unfavorable product mix.

Current wording

Gross profit margin for the Measurement Systems segment was 52.6% for the first fiscal quarter of 2026, as compared to 50.3% in the first fiscal quarter of 2025. The year-over-year increase in gross profit margin was primarily due to higher sales volume and unfavorable product mix.

Previous wording

The Company recorded $0.2 million and $0.1 million of restructuring costs during the fiscal quarter ended September 27, 2025 and September 28, 2024, respectively, and $0.8 million and $0.9 million of restructuring costs during the nine fiscal months ended September 27, 2025 and September 28, 2024, respectively. Restructuring costs were comprised primarily of employee termination costs, including severance and statutory retirement allowances, in connection with various cost reduction programs.

Current wording

The Company recorded $0.4 million of restructuring costs during the fiscal quarter ended April 4, 2026 and March 29, 2025, respectively. Restructuring costs were comprised primarily of employee termination costs, including severance and statutory retirement allowances, in connection with various cost reduction programs.

Previous wording

Foreign currency exchange gain or loss are due to volatility in the global currency markets. For the fiscal quarter ended September 27, 2025 the foreign currency exchange loss was largely due to the fluctuation of the Israeli Shekel against the U.S. dollar. For the nine fiscal months ended September 27, 2025 the foreign currency exchange loss was largely due to the fluctuation of the Japanese yen, Israeli Shekel and the British pound against the U.S. dollar.

Current wording

Foreign currency exchange gain or loss are due to volatility in the global currency markets. For the fiscal quarter ended April 4, 2026 the foreign currency exchange loss was largely due to the fluctuation of the Israeli Shekel and the British pound against the U.S. dollar.

Previous wording

Sequentially, the effective tax rate for the third quarter was mainly influenced by foreign income taxed at varying statutory rates and changes in the valuation allowance on deferred tax assets. For the nine fiscal months ended September 27, 2025, the Company reported an effective tax rate of 23.4%, compared to 41.6% for the same period in 2024.

Current wording

The Company reported tax expenses, and its effective tax rate was (81.4%) for the first fiscal quarter of 2026, compared to the first fiscal quarter of 2025, where the Company reported tax benefits, and its effective tax rate was 25.8%. The effective tax rate for the fiscal quarter ended April 4, 2026, was mainly influenced by foreign income taxed at varying statutory rates and changes in the valuation allowance on deferred tax assets

Previous wording

On July 4, 2025, the OBBBA was enacted into law, extending key provisions of the 2017 Tax Cuts and Jobs Act. The OBBBA restores expensing of domestic research expenditures for years beginning after December 31, 2024. Additionally, the OBBBA restores the EBITDA-based interest expense limitation and includes changes related to the U.S. taxation of the income of our foreign subsidiaries and certain foreign derived income, and the base erosion and anti-abuse tax, and provides for accelerated depreciation for property acquired and placed in service after January 19, 2025. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. Due to the OBBBA provisions, the Company recorded tax benefit for the quarter as a decrease in valuation allowance on part of our deferred tax assets.

Current wording

On July 4, 2025, the OBBBA was enacted into law, extending key provisions of the 2017 Tax Cuts and Jobs Act. The OBBBA restores expensing of domestic research expenditures for years beginning after December 31, 2024. Additionally, the OBBBA restores the EBITDA-based interest expense limitation and includes changes related to the U.S. taxation of the income of our foreign subsidiaries and certain foreign derived income, and the base erosion and anti-abuse tax, and provides for accelerated depreciation for property acquired and placed in service after January 19, 2025. Due to the OBBBA provisions, the Company recorded tax benefit for the quarter as a decrease in valuation allowance on part of our deferred tax assets.

Previous wording

The repayment was made in accordance with the terms of the Credit Agreement and resulted in a corresponding reduction in the outstanding balance under the revolving credit facility. This repayment is expected to reduce annual interest expense by approximately $660,000. As of September 27, 2025, the outstanding balance under the revolving credit facility was $21.0 million, bearing interest at variable rates based on the Credit Agreement.

Current wording

On July 17, 2025, the Company made a partial repayment of its revolving debt in the amount of $11.0 million, using proceeds from the sale of manufacturing facility. The repayment was made in accordance with the terms of the Credit Agreement and resulted in a corresponding reduction in the outstanding balance under the revolving credit facility. This repayment is expected to reduce annual interest expense by approximately $660,000.

Previous wording

Our business has historically generated significant cash flow. For the nine fiscal months ended September 27, 2025, cash provided by operating activities was $10.0 million compared to $13.0 million in the comparable prior year period. Our net cash used in investing activities for the nine fiscal months ended September 27, 2025 was higher compared to the prior year period mainly due to lower capital spending. Our net cash used in financing activities for the nine fiscal months ended September 27, 2025 was significantly higher when compared with the prior year period, due to the repayment on revolving facility in accordance with its terms on August 9, 2024.

Current wording

Our business has historically generated significant cash flow. For the three fiscal months ended April 4, 2026, cash provided by operating activities was $(0.6) million compared to $5.2 million in the comparable prior year period. Our net cash used in investing activities for the three fiscal months ended April 4, 2026 was higher compared to the prior year period mainly due to higher capital spending.

Previous wording

Approximately 94% of our cash and cash equivalents balance at September 27, 2025 and December 31, 2024 were held by our non-U.S. subsidiaries.

Current wording

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

Previous wording

Adjusted free cash flow generated during the nine fiscal months ended September 27, 2025, was $15.9 million. We refer to the amount of cash provided by operating activities ($10.0 million) in excess of our capital expenditures ($5.0 million), net of proceeds from the sale of assets ($10.9) million as “adjusted free cash flow.”

Current wording

Adjusted free cash flow generated during the three fiscal months ended April 4, 2026, was $(3.7) million. We refer to the amount of cash provided by operating activities ($(0.6) million) in excess of our capital expenditures ($3.1 million), net of proceeds from the sale of assets, if any, as “adjusted free cash flow.”

Previous wording

Our financial condition as of September 27, 2025 remains strong, with a current ratio (current assets to current liabilities) of 4.1 to 1.0, as compared to a current ratio of 4.5 to 1.0 at December 31, 2024.

Current wording

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

Previous wording

Cash paid for property and equipment for the nine fiscal months ended September 27, 2025 was $5.0 million compared to $7.0 million in the comparable prior year period.

Current wording

Cash paid for property and equipment for the three fiscal months ended April 4, 2026 was $3.1 million compared to $1.5 million in the comparable prior year period. The increase reflects the Company’s continued investment in equipment as part of its strategic focus on expanding operational infrastructure. These investments are intended to enhance capacity and support the Company’s long-term revenue growth and business expansion plans.