Vishay Precision Group VPG Form 10-Q filing Q2 FY2026

Page Number

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Consolidated Condensed Balance Sheets (Unaudited) – July 4, 2026 and December 31, 2025 3

Consolidated Condensed Statements of Operations (Unaudited) – Fiscal Quarters Ended July 4, 2026 and June 28, 2025 5

Consolidated Condensed Statements of Operations (Unaudited) – Six Fiscal Months Ended July 4, 2026 and June 28, 2025

Consolidated Condensed Statements of Comprehensive Income (Unaudited) – Fiscal Quarter Ended July 4, 2026 and June 28, 2025 7

Consolidated Condensed Statements of Comprehensive Income (Unaudited) – Six Fiscal Months Ended July 4, 2026 and June 28, 2025

Consolidated Condensed Statements of Cash Flows (Unaudited) – Six Fiscal Months Ended July 4, 2026 and June 28, 2025 9

Consolidated Condensed Statements of Equity (Unaudited) – Fiscal Quarter Ended July 4, 2026 and June 28, 2025 10

Consolidated Condensed Statements of Equity (Unaudited) – Six Fiscal Months Ended July 4, 2026 and June 28, 2025

Notes to Unaudited Consolidated Condensed Financial Statements 12

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 24

Item 3. Quantitative and Qualitative Disclosures About Market Risk 37

Item 4. Controls and Procedures 37

PART II. OTHER INFORMATION

Item 1. Legal Proceedings 38

Item 1A. Risk Factors 38

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 38

Item 3. Defaults Upon Senior Securities 38

Item 4. Mine Safety Disclosures 38

Item 5. Other Information 38

Item 6. Exhibits 39

SIGNATURES 40

PART I - FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

• VISHAY PRECISION GROUP, INC. Consolidated Condensed Balance Sheets (In thousands)

See accompanying notes.

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VISHAY PRECISION GROUP, INC.

Consolidated Condensed Balance Sheets

(In thousands)

See accompanying notes.

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VISHAY PRECISION GROUP, INC.

Consolidated Condensed Statements of Operations

(Unaudited - In thousands, except per share amounts)

See accompanying notes.

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VISHAY PRECISION GROUP, INC.

Consolidated Condensed Statements of Operations

(Unaudited - In thousands, except per share amounts)

See accompanying notes.

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VISHAY PRECISION GROUP, INC.

Consolidated Condensed Statements of Comprehensive Income

(Unaudited - In thousands)

See accompanying notes.

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VISHAY PRECISION GROUP, INC.

Consolidated Condensed Statements of Comprehensive Income

(Unaudited - In thousands)

See accompanying notes.

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VISHAY PRECISION GROUP, INC.

Consolidated Condensed Statements of Cash Flows

(Unaudited - In thousands)

See accompanying notes.

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VISHAY PRECISION GROUP, INC.

Consolidated Condensed Statements of Equity

(Unaudited - In thousands, except share amounts)

See accompanying notes.

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VISHAY PRECISION GROUP, INC.

Consolidated Condensed Statements of Equity

(Unaudited - In thousands, except share amounts)

See accompanying notes.

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Vishay Precision Group, Inc.

Notes to Unaudited Consolidated Condensed Financial Statements

Note 1 – Basis of Presentation

Background

Vishay Precision Group, Inc. (“VPG” or the “Company”) 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.

Interim Financial Statements

These unaudited consolidated condensed financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") for interim financial statements and therefore do not include all information and footnotes necessary for the presentation of financial position, results of operations, and cash flows required by accounting principles generally accepted in the United States for complete financial statements. The information furnished reflects all normal recurring adjustments which are, in the opinion of management, necessary for a fair summary of the financial position, results of operations, and cash flows for the interim periods presented. These consolidated condensed financial statements should be read in conjunction with the consolidated financial statements and notes thereto as of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025, included in VPG’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 27, 2026. The results of operations for the fiscal quarter ended July 4, 2026 are not necessarily indicative of the results to be expected for the full year. VPG reports interim financial information for 13-week periods beginning on a Sunday and ending on a Saturday, except for the first quarter, which always begins on January 1, and the fourth quarter, which always ends on December 31. The four fiscal quarters in 2026 and 2025 end on the following dates:

Recent Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 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.

In July 2025 the FASB issued ASU No. 2025-05 – Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient for estimating expected credit losses on current accounts receivable and current contract assets arising from transactions accounted for under Topic 606 – Revenue from Contracts with Customers. Under this practical expedient, entities may assume that current conditions as of the balance sheet date do not change for the remaining life of the asset. The ASU is effective for financial statements issued for fiscal years beginning after December 15, 2025. Early adoption is permitted. The Company adopted this ASU at this reporting period, and it has no material impact on our consolidated financial statements.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. ASU 2025-11 clarifies and improves existing interim reporting guidance by consolidating disclosure requirements within Topic 270 and introducing a disclosure principle requiring entities to disclose events and changes occurring after the most recent annual reporting period that are expected to have a material effect on the entity’s financial condition or results of operations. The ASU does not introduce significant changes to recognition or measurement guidance. The amendments in ASU 2025-11 are effective for interim reporting periods within fiscal years beginning after December 15, 2027, with early adoption permitted. ASU 2025-11 allows for either a prospective or retrospective approach on adoption. The Company is currently evaluating the impact of ASU 2025-11 on its consolidated financial statements and related disclosures

In December 2025, the FASB issued ASU 2025-10 Accounting for Government Grants Received by Business Entities, to establish guidance on the recognition, measurement, presentation and disclosure requirements for government grants received by business entities, including guidance for grants related to an asset and grants related to income. ASU 2025-10 is effective for fiscal years beginning after December 15, 2028, and interim reporting periods within those annual reporting periods. The Company is currently evaluating the impact of this amendment on its Consolidated Financial Statements and related disclosures.

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Note 2 – Revenues

Revenue Recognition

The following table disaggregates net revenue by geographic region from contracts with customers based on net revenues generated by subsidiaries within that geographic location (in thousands):

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

Contract Assets & Liabilities

Contract assets are established when revenues are recognized prior to a contractual payment due from the customer. When a payment becomes due based on the contract terms, the Company will reduce the contract asset and record a receivable. Contract liabilities are deferred revenues that are recorded when cash payments are received or due in advance of our performance obligations. Our payment terms vary by the type and location of the products offered. The term between invoicing and when payment is due is not significant.

The outstanding contract assets and liability accounts were as follows (in thousands):

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

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Note 3– Goodwill

The Company tests the goodwill in each of its goodwill reporting units for impairment at least annually, as of the first day of its fourth quarter, and whenever events or changes in circumstances indicating that a possible impairment may have been incurred.

The change in the carrying amount of goodwill by reporting unit is as follows (in thousands):

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Note 4– Leases

The Company primarily leases office and manufacturing facilities in addition to vehicles, which have remaining terms of less than one year to ten years, seven months, eight days.

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

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

• July 4, 2026
• Operating leases weighted average remaining lease term (in years) 5.69
• Operating leases weighted average discount rate 4.92 %

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

Right of use assets obtained in exchange for new operating lease liability during the six fiscal months ended July 4, 2026 were $1.0 million. The Company paid $2.9 million and $2.7 million for its operating leases for each of the six fiscal months ended July 4, 2026 and June 28, 2025, which are included in operating cash flows on the consolidated condensed statements of cash flows.

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

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Note 5 – Income Taxes

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

The year-over-year change in the effective tax rate was primarily driven by the valuation allowance on certain deferred tax assets and the impact of foreign currency exchange rate fluctuations on the tax provisions of our non-U.S. entities.

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

The change in effective tax rate in the six months ended July 4, 2026, compared to the corresponding period in the prior fiscal year is mainly due to fiscal year 2025 second quarter profits that increased the Company’s tax expenses, in addition to the effect of foreign currency exchange rates on tax provisions in our non-US entities, and the valuation allowance on part of our deferred tax assets.

The Company and its subsidiaries are subject to income taxes imposed by the U.S., various states, and the foreign jurisdictions in which we operate. Each jurisdiction establishes rules that set forth the years which are subject to examination by its tax authorities. While the Company believes the tax positions taken on its tax returns for each jurisdiction are supportable, they may still be challenged by the jurisdiction's tax authorities. In anticipation of such challenges, the Company has established reserves for tax-related uncertainties. These liabilities are based on the Company’s best estimate of the potential tax exposures in each respective jurisdiction. It may take a number of years for a final tax liability in a jurisdiction to be determined, particularly in the event of an audit. If an uncertain matter is determined favorably, there could be a reduction in the Company’s tax expense. An unfavorable determination could increase tax expense and could require a cash payment, including interest and penalties.

Note 6 – Long-Term Debt

Long-term debt consists of the following (in thousands):

2024 Credit Agreement

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 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 multicurrency, 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.

Amounts borrowed under the 2024 Revolving Facility accrue interest in an amount equal to a floating rate plus a specified margin. Such floating rates are (i) for loans denominated in US Dollars, at the Company’s option, either (a) the greatest of: the Agent’s prime rate, the Federal Funds rate, or a 1% floor (the “US Base Rate”), or (b) the SOFR, (ii) for loans denominated in Canadian Dollars, at the Company’s option, either (x) the greatest of: the PRIMCAN Index rate, the average 30 day rate for loans accruing interest based on the Canadian Overnight Repo Rate Average (“CORRA”) (the “Canadian Base Rate”), or (y) CORRA, (iii) for loans denominated in Pounds Sterling, the Sterling Overnight Index Average (“SONIA”), (iv) for loans denominated in Euros, the Euro Interbank Offered Rate (“EURIBOR"), and (v) for loans denominated in Japanese Yen, the Tokyo Interbank Offered Rate (“TIBOR”). The specified interest margin for US Base Rate Loans and Canadian Base Rate Loans is 0.25%. Depending upon the Company’s leverage ratio, the interest rate margin for loans based on SOFR, CORRA, SONIA, EURIBOR and TIBOR ranges from 1.75% to 3.00% per annum. The Company is required to pay a quarterly fee of 0.20% per annum to 0.40% per annum on the unused portion of the 2024 Revolving Facility, which is also determined based on the Company’s leverage ratio. Additional customary fees apply with respect to letters of credit.

On July 17, 2025 and June 30, 2026, the Company made a partial repayment of the outstanding balance under the 2024 Credit Agreement in the amount of $11.0 million and $5.0 million, respectively, using proceeds from the sale of manufacturing facility and excess cash from operation. The repayment was made in accordance with the terms of the 2024 Credit Agreement and resulted in a corresponding reduction in the outstanding balance under the 2024 Revolving Facility. As of July 4, 2026, the outstanding balance under the 2024 Revolving Facility was $16.0 million, bearing interest at variable rates based on the Credit Agreement.

The obligations of the Company under the 2024 Credit Agreement are secured by pledges of stock in certain domestic and foreign subsidiaries, as well as guarantees by substantially all of the Company’s domestic subsidiaries. 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 specific financial ratios. The financial maintenance covenants include an interest coverage ratio and a leverage ratio. The Company was in compliance with its financial maintenance covenants as of July 4, 2026. If the Company is not in compliance with any of these covenant restrictions, the 2024 Revolving Facility could be terminated by the lenders, and all amounts outstanding pursuant to the 2024 Revolving Facility could become immediately payable.

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Note 7 – Accumulated Other Comprehensive (Loss) Income

The components of accumulated other comprehensive (loss) income net of tax, consist of the following (in thousands):

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

Note 8 – Pension and Other Postretirement Benefits

Employees of VPG participate in various defined benefit pension and other postretirement benefit ("OPEB") plans. 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):

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Note 9– Share-Based Compensation

The Vishay Precision Group, Inc. 2022 Stock Incentive Plan (the "2022 plan") permits issuance of up to 608,000 shares of common stock. At July 4, 2026, the Company had reserved 245,629 shares of common stock for future grants of equity awards (restricted stock, unrestricted stock, restricted stock units ("RSUs"), or stock options) pursuant to the 2022 plan. If any outstanding awards are forfeited by the holder or canceled by the Company, the underlying shares would be available for re-grant to others. If shares are withheld for payment of taxes, those shares do not become available for grant under the 2022 plan.

On February 26, 2026 and in accordance with their respective employment agreements, VPG’s five executive officers were granted annual equity awards in the form of RSUs, of which 50% are performance-based. The awards have an aggregate grant-date fair value of $4.2 million and were comprised of 87,943 RSUs. Fifty percent of these awards will vest on January 1, 2029, subject to the executives’ continued employment. The performance-based portion of the RSUs will also vest on January 1, 2029, subject to the executives' continued employment and the satisfaction of certain performance objectives relating to three-year cumulative “adjusted free cash flow” and "adjusted net earnings goals", each weighted equally.

On February 26, 2026, certain non-executive VPG employees were granted annual equity awards in the form of RSUs. Certain employees received awards, of which 50% are performance-based. The awards have an aggregate grant-date fair value of $0.9 million and were comprised of 19,735 RSUs. The non performance portion of these awards (fifty percent) will vest on January 1, 2029, subject to the employees' continued employment. The performance-based portion (fifty percent) of the RSUs will also vest on January 1, 2029, subject to the employees' continued employment and the satisfaction of certain performance objectives relating to three-year cumulative adjusted earnings and adjusted cash flow goals, each weighted equally

During the second quarter of 2026, certain non-executive VPG employees were granted annual equity awards in the form of RSUs. Such awards were 50% are performance-based. The awards had an aggregate grant-date fair value of $0.2 million and were comprised of 3,264 RSUs. The non-performance portion of these awards will vest on March 31 and April 30, 2029, accordingly to each employee grant, subject to the employees' continued employment. The performance-based portion of the RSUs will also vest on March 31 and April 30, 2029, accordingly to each employee grant, subject to the employees' continued employment and the satisfaction of certain performance objectives relating to three-year cumulative earnings and cash flow goals, each weighted equally.

On May 19, 2026, and in accordance with the Company's 2026 Non-Employee Director Compensation Plan, the Board of Directors (the "Board") approved the issuance of an aggregate of 4,100 RSUs to the independent board members of the Board. The awards had an aggregate grant-date fair value of $0.4 million and will vest on or before the 2027 Annual Stockholders Meeting in May 2027, subject to each applicable director's continued service on the Board. Vesting of equity awards is subject to acceleration under certain circumstances

The amount of compensation cost related to share-based payment transactions is measured based on the grant-date fair value of the equity instruments issued. VPG determines compensation cost for RSUs based on the grant-date fair value of the underlying common stock. The Company recognizes compensation cost for RSUs that are expected to vest and for which performance criteria are expected to be met. The following table summarizes share-based compensation expense recognized (in thousands):

Note 10– Segment Information

VPG reports in three reportable segments: Sensors segment, Weighing Solutions segment, and Measurement Systems segment. The Sensors reporting segment is comprised of the foil resistor and strain gage operating segments. The Weighing Solutions segment is comprised of specialized modules and systems used to precisely measure weight, force torque, and pressure. The Measurement Systems reporting segment is comprised of highly specialized systems for steel production, materials development, and safety testing.

The chief operating decision maker ("CODM") is our chief executive officer. 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, share-based compensation, 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 accounting policies of the segments are the same as those described in the summary of significant accounting policies (see Note 1). Reporting segment assets are the owned or allocated assets used by each segment. Products are transferred between segments on a basis intended to reflect, as nearly as practicable, the market value of the products.

VPG reports in three reporting segments: Sensors, Weighing Solutions, and Measurement Systems. The Sensors segment is comprised of the foil resistor and strain gage operating segments. The Weighing Solutions segment is comprised of specialized modules and systems used to precisely measure weight, force torque, and pressure. The Measurement Systems segment is comprised of highly specialized systems for steel production, materials development, and safety testing.

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Note 10– Segment Information (continued)

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

(1) Segment selling, general and administrative expenses are direct selling, general and administrative expenses, excluding restructuring, share-based compensation, research and development expenses and amortization of intangible assets attributed to the segment.

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Note 10– Segment Information (continued)

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

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):

Note 11 – Earnings Per Share

Basic earnings per share are computed using the weighted average number of common shares outstanding during the periods presented. Diluted earnings per share is computed using the weighted average number of common shares outstanding, adjusted to include the potentially dilutive effect of restricted stock units (see Note 9), and other potentially dilutive securities.

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

The Company’s potentially dilutive securities were excluded from the calculation of diluted loss per share for the quarter and six fiscal months ended July 4, 2026, as their inclusion would have had an anti-dilutive effect. The number of restricted stock units that had a potentially dilutive impact was 111 and 97 for the quarter and six fiscal months ended July 4, 2026, respectively, compared to 67 for the six fiscal months ended June 28, 2025.

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Note 12 – Additional Financial Statement Information

Other Expense

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

Foreign currency exchange gain or loss is due to volatility in the global currency markets. For the six fiscal months ended July 4, 2026 the foreign currency exchange loss was largely due to the fluctuation of the Israeli Shekel against the U.S. dollar. Foreign currency exchange loss for the six fiscal months ended June 28, 2025 was largely due to the fluctuation of the Japanese yen and the Israeli Shekel against the U.S. dollar.

Other Accrued Expenses and Other Current Liabilities

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

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Note 13 – Fair Value Measurements

ASC Topic 820, Fair Value Measurements and Disclosures*,* establishes a valuation hierarchy of the inputs used to measure fair value. This hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3: Unobservable inputs that reflect the Company’s own assumptions.

An asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

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

The Company maintains nonqualified trusts, referred to as “rabbi” trusts, to fund payments under deferred compensation and nonqualified pension plans. Rabbi trust assets consist primarily of marketable securities, classified as available-for-sale money market funds at July 4, 2026 and December 31, 2025, and company-owned life insurance assets. The marketable securities held in the rabbi trusts are valued using quoted market prices on the last business day of the period. The company-owned life insurance assets are valued in consultation with the Company’s insurance brokers using the value of underlying assets of the insurance contracts. The fair value measurement of the cash and cash equivalents held in the rabbi trust is considered a Level 1 measurement and the measurement of the company-owned life insurance assets is considered a Level 2 measurement within the fair value hierarchy.

The fair value of the long-term debt, excluding capitalized deferred financing costs, at July 4, 2026 and December 31, 2025 approximates its carrying value as the revolving debt and term loans are reset monthly based on current market rates, plus a base rate as specified in the 2024 Credit Agreement. The fair value measurement of long-term debt is considered a Level 2 measurement. The Company’s financial instruments include cash and cash equivalents, accounts receivable, short-term notes payable, and accounts payable. The carrying amounts for these financial instruments reported in the consolidated balance sheets approximate their fair values.

Note 14 – Restructuring Costs

Restructuring costs primarily relate to cost reduction programs implemented by the Company. Restructuring costs are expensed during the period in which the Company determines it will incur those costs and all requirements for accrual are met. Because these costs are recorded based upon estimates, actual expenditures for the restructuring activities may differ from the initially recorded costs. 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 $0.8 million and $0.2 million of restructuring costs during the fiscal quarter ended July 4, 2026 and June 28, 2025, respectively, and $1.2 million and $0.6 million of restructuring costs during the six fiscal months ended July 4, 2026 and June 28, 2025, respectively. Restructuring costs were comprised primarily of employee termination costs, including severance and statutory retirement allowances, and were incurred in connection with various cost reduction programs, including the consolidation of certain manufacturing operations to improve operational efficiency and optimize the Company's manufacturing.

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The following table summarizes recent activity related to all restructuring programs. The accrued restructuring liability balance as of July 4, 2026 and December 31, 2025, respectively, is included in Other accrued expenses in the accompanying consolidated condensed balance sheets (in thousands):

Note 15– Commitments and Contingencies

Tax Assessment

During the second quarter of 2024, the Israeli Tax Authority issued a Value Added Tax (VAT) assessment to the Company, in the amount of ILS 8.4 million (approximately $2.8 million), pertaining to claims of VAT between the years 2019 to 2023.

On August 6, 2025, the Company received the decision of the Israeli Tax Authority regarding the Company's appeal of the VAT assessment. The appeal was rejected, based on the same reasoning outlined in the original assessment issued to the Company. The Company deferred the assessment and with the assistance of its legal counsel appealed this decision to the court on January 18, 2026.

The Company believes that the liability for the assessment is not probable, and 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.

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

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.

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.

The impact of recent changes in tariffs

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.

On February 20, 2026, the U.S. Supreme Court issued a decision invalidating certain tariffs imposed under the International Emergency Economic Powers Act ("IEEPA"). The situation continues to evolve, and further legislative, regulatory, or judicial developments may affect the ultimate outcome and the availability or timing of any refunds. Given the significant uncertainty involved, the Company determined to only recognize IEEPA tariff refunds upon receipt. The Company has not received IEEPA tariff refunds during the three and six fiscal months ended July 4, 2026.

The Company mitigates the impact of tariff changes through pricing adjustments to customers. Accordingly, tariff fluctuations have not had a material effect on gross margin or results of operations.

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

Overview of Financial Results

VPG reports in three product segments: Sensors, Weighing Solutions, and Measurement Systems. The Sensors segment is comprised of the foil resistor and strain gage operating segments. The Weighing Solutions segment is comprised of specialized modules and systems used to precisely measure weight, force torque, and pressure. 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 July 4, 2026 were $83.9 million versus $75.2 million for the comparable prior year period. Net loss attributable to VPG stockholders for the fiscal quarter ended July 4, 2026 was $1.7 million, or $0.13 per diluted share, compared to net earnings of $0.3 million or $0.02 per diluted share, for the comparable prior year period.

Net revenues for the six fiscal months ended July 4, 2026 were $168.3 million versus $146.9 million for the comparable prior year period. Net loss attributable to VPG stockholders for the six fiscal months ended July 4, 2026 was $2.0 million, or $0.15 per diluted share, compared to a net loss of $0.7 million or $0.05 per diluted share, for the comparable prior year period.

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The results of operations for the fiscal quarters ended July 4, 2026 and June 28, 2025 include items affecting comparability as listed in the reconciliations below. The reconciliations below include certain financial measures which are not recognized in accordance with U.S. 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.

Beginning in fiscal 2026, the Company revised its definition of certain non-GAAP financial measures to exclude share-based compensation expense in addition to the other items described below. This change is being made in light of the Company’s evolving compensation structure following recent organizational changes, including the hiring of senior executives and the expansion of equity-based incentive programs to attract and retain key talent.

Management believes that excluding share-based compensation expense in certain non-GAAP financial measures provides investors with additional insight into the Company’s core operating performance and enhanced understanding of business trends across reporting periods, including those in comparison to its main peer companies.

Share-based compensation expense will continue to be reflected in the Company's GAAP financial results and will be set forth in a specific line item in the reconciliation table between GAAP and non-GAAP measures. Prior-period non-GAAP financial measures have been recast to conform to the current presentation.

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.

(a) Start-up cost 2025.

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

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

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Financial Metrics

We utilize several financial measures and metrics to evaluate performance and assess the future direction of our business. These key financial measures and metrics include net revenues, gross profit margin, end-of-period backlog, book-to-bill ratio, and inventory turnover.

Gross profit margin is computed as gross profit as a percentage of net revenues. Gross profit is generally net revenues less costs of products sold, but could also include certain other period costs. Gross profit margin is a function of net revenues, but also reflects our cost-cutting programs and our ability to contain fixed costs.

End-of-period backlog is one indicator of potential future sales. 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. Therefore, backlog is not necessarily indicative of the results expected for future periods.

Another important indicator of demand in our industry is the book-to-bill ratio, which is the ratio of the amount of product ordered during a period compared with the amount of product shipped during that period. A book-to-bill ratio that is greater than one indicates that revenues may increase in future periods. Conversely, a book-to-bill ratio that is less than one is an indicator of lower demand and may foretell declining sales. The book-to-bill ratio is also impacted by the timing of orders, particularly from our project-based product lines.

We focus on inventory turnover as a measure of how well we manage our inventory. We define inventory turnover for a financial reporting period as our costs of products sold for the four fiscal quarters ending on the last day of the reporting period divided by our average inventory (computed using each quarter-end balance) for this same period. A higher level of inventory turnover reflects more efficient use of our capital.

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 second quarter of 2025 through the second quarter of 2026.

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Net revenues for the second fiscal quarter of 2026 decreased 0.5% from the first fiscal quarter of 2026 primarily due to decreases in the Measurement Systems reporting segments, which were partially offset by increases in revenues in the Sensors and Weighing Solutions reporting segments. Net revenues for the second fiscal quarter of 2026 increased 11.7% from the second fiscal quarter of 2025 due to increases in all reporting segments. Main increase driven by our precision resistors serving AI-related semiconductor, aerospace and defense applications.

Net revenues in the Sensors reporting segment increased 0.3% compared to $33.3 million in the first fiscal quarter of 2026 and increased 25.8% from $26.6 million in the second fiscal quarter of 2025. Sequentially, the increase in revenue primarily reflected higher sales of precision resistors in the Test & Measurement and AMS markets, which was mostly offset by lower sales of strain gages in the Test and Measurement market. The year-over-year increase in revenue was primarily attributable to higher sales of precision resistors in the Test and Measurement and AMS and higher sales of strain gage sensors in the AMS and Other markets.

Net revenues in the Weighing Solutions reporting segment increased 0.4% from the first fiscal quarter of 2026 and increased 3.1% from the second fiscal quarter of 2025. Sequentially, higher revenue in the Transportation market was offset by lower revenue in Other markets. The year-over-year increase in revenue was mainly attributable to higher sales in the General Industrial market for process weighing applications.

Net revenues in the Measurement Systems reporting segment decreased 3.1% from the first fiscal quarter of 2026 and increased 5.2% from the second fiscal quarter of 2025. Sequentially, the decrease in revenue was primarily due to lower sales in the AMS and Transportation markets which were partially offset by higher sales in the Steel market. The year-over-year increase was primarily attributable to higher revenue in the AMS and Steel markets, which offset lower sales in the Transportation market.

Overall gross profit margin in the second fiscal quarter of 2026 decreased 0.4% as compared to the first fiscal quarter of 2026 mainly related to unfavorable foreign currency exchange rates in the Sensors reporting segment which mostly offset by increase in Weighing Solution segment. Gross profit margin in the second fiscal quarter of 2026 decreased 2.1% from the second fiscal quarter of 2025 across all three reporting segments, primarily due to unfavorable foreign currency exchange rate and manufacturing overhead, unfavorable product mix which offset higher volume

Optimize Core Competence

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.

Our Sensors segment research group developed innovations that enhance the capability and performance of our strain gages, while simultaneously reducing their size and power consumption as part of our advanced sensors product line. We believe this unique foil technology will create new markets as customers “design in” these next generation products in existing and new applications. Our development engineering team is also responsible for creating new processes to further automate manufacturing and improve productivity and quality. Our advanced sensors manufacturing technology also offers us the capability to produce high-quality foil strain gages in a highly automated environment, which we believe results in reduced manufacturing and lead times, improved quality and increased margins. As a sign of our commitment to these businesses, we signed a long-term lease for a state-of-the-art facility that has been constructed in Israel.

We also seek to achieve significant production cost savings through the transfer, expansion, and construction of manufacturing operations in countries such as India, Japan, and Israel, where we can benefit from improved efficiencies or available tax and other government-sponsored incentives. In the past several years, we incurred restructuring expense related to closing and downsizing of facilities as part of the manufacturing transitions of our load cell products to facilities in India and China, which marked key milestones in our ongoing strategic initiatives to align and consolidate our manufacturing footprint.

Growth-Focused Strategy

Each of VPG's business segments maintains and deploys distinct go-to-market strategies, technical expertise, capital requirements, and acquisition opportunities. In the fourth quarter of 2025, we refined our business strategy to support the next phase on our path to achieve accelerated growth. This strategic shift follows significant investments over the past several years to streamline and improve our operational and functional efficiencies and capabilities, positioning us to pursue fast growing, higher-volume opportunities driven by macro technological and industrial trends.

As part of this change in strategy, on November 4, 2025, we announced the expansion of our senior management team with two newly created executive positions: Chief Business and Product Officer and Chief Operating Officer, both reporting to the Chief Executive Officer. We believe these roles, along with related organizational changes, will enable us to accelerate growth by leveraging sales and operational capabilities across our business units through increased standardization of business processes, systems, and oversight. We believe that these changes, combined with a company culture that emphasizes business execution, accountability and operational excellence, will lead to the development of higher added value products, faster time to market, and improved customer service, which in turn will contribute to growth in revenue and profitability.

Acquisition Strategy

We expect to continue to make strategic acquisitions where opportunities present themselves to grow and expand our segments. Historically, our growth and acquisition strategy had been largely focused on vertical product integration, using our foil strain gages in our load cell products, and incorporating those products into our weighing solutions. In recent years, we widened our acquisition strategy to include a broader set of precision measurement systems and product companies.

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.

Research and Development

Research and development (“R&D”) will continue to play a key role in our efforts to introduce innovative products to generate new sales and to improve profitability. We expect to continue to expand our position as a leading supplier of precision foil technology products. We believe our R&D efforts should provide us with a variety of opportunities to leverage technology, products, and our manufacturing base in order to ultimately improve our financial performance.

Cost Management

To be successful, we believe we must seek new strategies for controlling operating costs. Through automation in our plants, we believe we can optimize our capital and labor resources in production, inventory management, quality control, and warehousing. We are in the process of moving some manufacturing to more cost-effective locations. This may enable us to become more efficient and cost competitive and also maintain tighter controls of the operation.

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Production transfers, facility consolidations, and other long-term cost-cutting measures require us to initially incur significant severance and other exit costs. We are realizing the benefits of our restructuring through lower labor costs and other operating expenses and expect to continue reaping these benefits in future periods. However, these programs to improve our profitability also involve certain risks which could materially impact our future operating results, as further detailed in Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 27, 2026.

We are evaluating plans to further reduce our costs by consolidating additional manufacturing operations. These plans may require us to incur restructuring and severance costs in future periods. While streamlining and reducing fixed overhead, we are exercising caution so that we will not negatively impact our customer service or our ability to further develop products and processes.

Goodwill

We test the goodwill in each of our reporting units for impairment at least annually, as of the first day of our fourth quarter, and whenever events or changes in circumstances occur indicating that a possible impairment may have been incurred. Determining whether to test goodwill for impairment, and the application of goodwill impairment tests, require significant management judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value of each reporting unit. Changes in these estimates could materially affect the determination of fair value for each reporting unit. A slowdown or deferral of orders for a business, with which we have goodwill associated, could impact our valuation of that goodwill.

Foreign Currency

We are exposed to foreign currency exchange rate risks, particularly due to transactions in currencies other than the functional currencies of certain subsidiaries. U.S. GAAP requires that entities identify the “functional currency” of each of their subsidiaries and measure all elements of the financial statements in that functional currency. A subsidiary’s functional currency is the currency of the primary economic environment in which it operates. In cases where a subsidiary is relatively self-contained within a particular country, the local currency is generally deemed to be the functional currency. However, a foreign subsidiary that is a direct and integral component or extension of the parent company’s operations generally would have the parent company’s currency as its functional currency. We have subsidiaries that fall into each of these categories.

Foreign Subsidiaries which use the Local Currency as the Functional Currency

Our operations in Europe, Canada, and certain locations in Asia primarily generate and expend cash using local currencies, and accordingly, these subsidiaries utilize the local currency as their functional currency. For those subsidiaries where the local currency is the functional currency, assets and liabilities in the consolidated condensed balance sheets have been translated at the rate of exchange as of the balance sheet date. Translation adjustments do not impact the results of operations and are reported as a separate component of equity.

For those subsidiaries where the local currency is the functional currency, revenues and expenses are translated at the average exchange rate for the period. While the translation of revenues and expenses into U.S. dollars does not directly impact the consolidated condensed statement of operations, the translation effectively increases or decreases the U.S. dollar equivalent of revenues generated and expenses incurred in those foreign currencies.

Foreign Subsidiaries which use the U.S. Dollar as the Functional Currency

Our operations in Israel and certain locations in Asia primarily generate cash in U.S. dollars, and accordingly, these subsidiaries utilize the U.S. dollar as their functional currency. For those foreign subsidiaries where the U.S. dollar is the functional currency, all foreign currency financial statement amounts are remeasured into U.S. dollars. 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. dollars, they may have significant costs, particularly related to payroll, which are incurred in the local currency and significant lease assets and liabilities.

Effects of Foreign Currency Exchange Rate on Operations

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

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

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Results of Operations

Net Revenues

Net revenues were as follows (dollars in thousands):

Changes in net revenues were attributable to the following:

During the fiscal quarter ended July 4, 2026 net revenues increased by 11.7% as compared to the comparable prior year period, mainly due to higher volume on the Sensors segment and higher sales in the Test & Measurement and AMS markets. Net revenues for the six fiscal months ended July 4, 2026 increased by 14.6%, as compared to the comparable prior year periods. The year-over-year increase in revenues was driven mainly due to higher volume on the Sensors segment and higher sales in the Test & Measurement and Other markets.

Gross Profit Margin

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

The gross profit margin for the fiscal quarter ended July 4, 2026 decreased by 2.1% and for the six fiscal months ended July 4, 2026 decreased by 0.4% as compared to the comparable prior year periods. Although all three reporting segments reported higher revenues during the second fiscal quarter of 2026, gross profit margin declined primarily due to an unfavorable foreign currency exchange rates, unfavorable sales volume mix and higher material and personnel costs.

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Segments

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

Sensors

Net revenues of the Sensors segment were as follows (dollars in thousands):

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

The Sensors segment revenue of $33.4 million in the second fiscal quarter of 2026 increased 25.8% from $26.6 million in the second fiscal quarter of 2025. The year-over-year increase in revenue was primarily attributable to higher sales of precision resistors in the Test and Measurement and AMS and higher sales of strain gage sensors in the AMS and Other markets.

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

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

Gross profit margin for the Sensors segment was 31.5% for the second fiscal quarter of 2026, as compared to 32.0% in the second fiscal quarter of 2025. The year-over-year decrease in gross profit margin was primarily due to unfavorable foreign currency exchange rates, which offset higher volume.

Gross profit margin for the six fiscal months ended July 4, 2026 was 33.1%, as compared to 31.0% in the six fiscal months ended June 28, 2025. The year-over-year increase in gross profit margin was attributable to higher sales volume partially offset due to unfavorable foreign currency exchange rates and higher personnel cost.

Weighing Solutions

Net revenues of the Weighing Solutions segment were as follows (dollars in thousands):

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

The Weighing Solutions segment revenue of $30.3 million in the second fiscal quarter of 2026 increased 3.1% compared to $29.4 million in the second fiscal quarter of 2025. The year-over-year increase in revenue was mainly attributable to higher sales in the General Industrial market for process weighing applications.

The Weighing Solutions segment revenues of $60.6 million in the six fiscal months ended July 4, 2026, increased 8.4% from $55.9 million as compared to the comparable prior year periods. The year-over-year increase in revenues was mainly attributable to higher sales in the General Industrial, Transportation and Industrial Weighing markets.

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

Gross profit margin for the Weighing Solutions segment was 37.3% for the second fiscal quarter of 2026, which decreased compared to 39.6% in the second fiscal quarter of 2025. The year-over-year decrease in gross profit margin was primarily due to unfavorable product mix, which offset higher volume.

Gross profit margin for the six fiscal months ended July 4, 2026 was 35.8% as compared to 38.2% in the six fiscal months ended June 28, 2025. The year-over-year decrease in gross profit margin was primarily due to unfavorable product mix and higher personnel cost, partially offset by higher volume and favorable foreign exchange rates.

Measurement Systems

Net revenues of the Measurement Systems segment were as follows (dollars in thousands):

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

The Measurement Systems segment revenue of $20.2 million in the second fiscal quarter of 2026 increased by 5.2% compared to $19.2 million in the second fiscal quarter of 2025. The year-over-year increase was primarily attributable to higher revenue in the AMS and Steel markets, which offset lower sales in the Transportation market.

The Measurement Systems segment revenues of $41.0 million in the six fiscal months ended July 4, 2026, increased 9.5% from $37.4 million as compared to the comparable prior year periods. The year-over-year increase was primarily attributable to higher revenue in the AMS and Steel markets partially offset by lower sales in Transportation market.

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

Gross profit margin for the Measurement Systems segment was 52.5% for the second fiscal quarter of 2026 as compared to 54.6% in the second fiscal quarter of 2025. The year-over-year decrease in gross profit margin was primarily due to unfavorable product mix which offset higher volume.

Gross profit margin for the six fiscal months ended July 4, 2026 was 52.6% as compared to 52.5% in the six fiscal months ended June 28, 2025. The year-over-year increase in gross profit margin was primarily due to higher volume.

Selling, General, and Administrative Expenses

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

Selling, general and administrative expenses for the fiscal quarter ended and six fiscal months ended July 4, 2026 increased $4.3 million and $9.6 million respectively, compared to the comparable prior year period. The increases were primarily attributable to foreign exchange impacts, higher bonus reserve reflecting improved operating performance, and investments in organizational infrastructure and strategic growth initiatives recently announced organizational changes and the establishment of the Chief Business and Product Officer and Chief Operating Officer functions.

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Restructuring Costs

Restructuring costs reflect the cost reduction programs implemented by the Company. Restructuring costs are expensed during the period in which the Company determines it will incur those costs and all requirements for accrual are met. Because these costs are recorded based upon estimates, actual expenditures for the restructuring activities may differ from the initially recorded costs. 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 $0.8 million and $0.2 million of restructuring costs during the fiscal quarter ended July 4, 2026 and June 28, 2025, respectively, and $1.2 million and $0.6 million of restructuring costs during the six fiscal months ended July 4, 2026 and June 28, 2025, respectively. Restructuring costs were comprised primarily of employee termination costs, including severance and statutory retirement allowances, and were incurred in connection with various cost reduction programs, including the consolidation of certain manufacturing operations to improve operational efficiency and optimize the Company's manufacturing.

Other Income (Expense)

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

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

Income Taxes

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

The year-over-year change in the effective tax rate was primarily driven by the valuation allowance on certain deferred tax assets and the impact of foreign currency exchange rate fluctuations on the tax provisions of our non-U.S. entities.

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

The change in effective tax rate in the six months ended July 4, 2026, compared to the corresponding period in the prior fiscal year is mainly due to fiscal year 2025 second quarter profits that increased the Company’s tax expenses, in addition to the effect of foreign currency exchange rates on tax provisions in our non-US entities, and the valuation allowance on part of our deferred tax assets.

The Company and its subsidiaries are subject to income taxes imposed by the U.S., various states, and the foreign jurisdictions in which we operate. Each jurisdiction establishes rules that set forth the years which are subject to examination by its tax authorities. While the Company believes the tax positions taken on its tax returns for each jurisdiction are supportable, they may still be challenged by the jurisdiction's tax authorities. In anticipation of such challenges, the Company has established reserves for tax-related uncertainties. These liabilities are based on the Company’s best estimate of the potential tax exposures in each respective jurisdiction. It may take a number of years for a final tax liability in a jurisdiction to be determined, particularly in the event of an audit. If an uncertain matter is determined favorably, there could be a reduction in the Company’s tax expense. An unfavorable determination could increase tax expense and could require a cash payment, including interest and penalties.

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Financial Condition, Liquidity, and Capital Resources

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

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

On July 17, 2025 and June 30, 2026, the Company made a partial repayment of the outstanding balance under the 2024 Credit Agreement in the amount of $11.0 million and $5.0 million, respectively, using proceeds from the sale of manufacturing facility and excess cash from operation. The repayments were made in accordance with the terms of the 2024 Credit Agreement and resulted in a corresponding reduction in the outstanding balance under the 2024 Revolving Facility. As of July 4, 2026, the outstanding balance under the 2024 Revolving Facility was $16.0 million, bearing interest at variable rates based on the Credit Agreement.

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 specific financial ratios. The financial maintenance covenants include an interest coverage ratio and a leverage ratio. The Company was in compliance with its financial maintenance covenants at July 4, 2026. If the Company is not in compliance with any of these covenant restrictions, the credit facility could be terminated by the lenders, and all amounts outstanding pursuant to the credit facility could become immediately payable.

Our business has historically generated significant cash flow. For the six fiscal months ended July 4, 2026, cash provided by operating activities was $(0.3) million compared to $11.2 million in the comparable prior year period. Our net cash used in investing activities for the six fiscal months ended July 4, 2026 was higher compared to the prior year period mainly due to higher capital spending. Our net cash used in financing activities for the six fiscal months ended July 4, 2026 was significantly higher when compared with the prior year period, due to the partial repayment on the 2024 Revolving Facility.

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

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

We earn a significant amount of our operating income outside the United States, the majority of which is deemed to be indefinitely reinvested in foreign jurisdictions. As a result, as discussed above, a significant portion of our cash and short-term investments are held by foreign subsidiaries. The Company will continue to evaluate its cash needs, however we currently do not intend, nor do we foresee a need, to repatriate funds in excess of what is already planned. The Company will evaluate the possibility of repatriating future cash provided such repatriation can be accomplished in a tax efficient manner. In addition, we expect existing domestic cash, short-term investments, and cash flows from operations to continue to be sufficient to fund our domestic operating activities and cash commitments for investing and financing activities, such as debt repayment and capital expenditures, for at least the next 12 months and thereafter for the foreseeable future.

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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 July 4, 2026, to be indefinitely reinvested.

Adjusted free cash flow generated during the six fiscal months ended July 4, 2026, was $(5.1) million. We refer to the amount of cash provided by operating activities ($(0.3) million) in excess of our capital expenditures ($5.0 million), net of proceeds from the sale of assets ($0.3 million) as “adjusted free cash flow.”

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

Measurements such as “adjusted free cash flow” and “net cash" do not have uniform definitions and are not recognized in accordance with U.S. GAAP. Such measures should not be viewed as alternatives to GAAP measures of performance or liquidity. However, management believes that “adjusted free cash flow” is a meaningful measure of our ability to fund acquisitions, and that an analysis of “net cash” assists investors in understanding aspects of our cash and debt management. These measures, as calculated by us, may not be comparable to similarly titled measures used by other companies.

Our financial condition as of July 4, 2026 remains strong, with a current ratio (current assets to current liabilities) of 4.1 to 1.0, as compared to a current ratio of 4.5 to 1.0 at December 31, 2025.

Cash paid for property and equipment for the six fiscal months ended July 4, 2026 was $5.0 million compared to $2.8 million in the comparable prior year period. The increase reflects the Company’s continued investment in equipment as part of its strategic focus on expanding operational infrastructure. These investments are intended to enhance capacity and support the Company’s long-term revenue growth and business expansion plans.

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

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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in the market risks previously disclosed in Part II, Item 7A “Quantitative and Qualitative Disclosures About Market Risk” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 27, 2026.

Item 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

An evaluation was performed under the supervision and with the participation of our management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report to ensure that information required to be disclosed in reports that we file or submit under the Exchange Act are: (1) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms; and (2) accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Our management, including our CEO and CFO, believes that any disclosure controls and procedures or internal controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must consider the benefits of controls relative to their costs. Inherent limitations within a control system include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the control. While the design of any system of controls is to provide reasonable assurance of the effectiveness of disclosure controls, such design is also based in part upon certain assumptions about the likelihood of future events, and such assumptions, while reasonable, may not take into account all potential future conditions. Accordingly, because of the inherent limitations in a cost effective control system, misstatements due to error or fraud may occur and may not be prevented or detected.

Changes in Internal Control over Financial Reporting

During our last fiscal quarter ended July 4, 2026, there was no change in our internal control over financial reporting that materially affected, or is reasonable likely to materially affect, internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

The Company is subject to various legal proceedings that constitute ordinary, routine litigation incidental to its business. The Company believes that the foregoing matters will not have a material adverse effect on the Company’s business or its financial condition, results of operations, and cash flows.

Item 1A. RISK FACTORS

In addition to the other information set forth in this Form 10-Q, you should carefully consider the factors discussed in Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 27, 2026. There have been no material changes in reported risk factors from the information reported in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

Item 3. DEFAULTS UPON SENIOR SECURITIES

None.

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

Item 5. OTHER INFORMATION

During the fiscal quarter ended July 4, 2026, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933, as amended).

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Item 6. EXHIBITS

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SIGNATURES

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