UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 2, 2007
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Vishay Intertechnology, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-7416 38-1686453
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
63 Lancaster Avenue
Malvern, PA 19355 19355-2143
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 610-644-1300
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 - Results of Operations and Financial Condition
On August 2, 2007, Vishay Intertechnology, Inc. issued a press release
announcing its financial results for the fiscal quarter and six fiscal months
ended June 30, 2007. A copy of the press release is furnished as Exhibit 99 to
this report.
Item 7.01 - Regulation FD Disclosure
Computational Guidance on Earnings Per Share Estimates
The Company frequently receives questions from analysts and shareholders
regarding its diluted earnings per share ("EPS") computation. The information
furnished in this Form 8-K provides additional information on the impact of key
variables on the EPS computation, particularly as they relate to the third
quarter of 2007.
Accounting principles require that EPS be computed based on the weighted average
shares outstanding ("basic"), and also assuming the issuance of potentially
issuable shares (such as those subject to stock options, warrants, convertible
notes, etc.) if those potentially issuable shares would reduce EPS ("diluted").
The number of shares related to options, warrants, and similar instruments
included in diluted EPS is based on the "Treasury Stock Method" prescribed in
Statement of Financial Accounting Standards ("SFAS") No. 128. This method
assumes a theoretical repurchase of shares using the proceeds of the respective
stock option or warrant exercise at a price equal to the issuer's average stock
price during the related earnings period. Accordingly, the number of shares
includable in the calculation of diluted EPS in respect of stock options,
warrants and similar instruments is dependent on this average stock price and
will increase as the average stock price increases. This method is also utilized
for net share settlement debt which meets the definition of "instrument C
securities" in Emerging Issues Task Force Consensus Opinion No. 90-19,
Convertible Bonds with Issuer Option to Settle for Cash upon Conversion (EITF
90-19).
The number of shares includable in the calculation of diluted EPS in respect of
conventional convertible or exchangeable securities is based on the "If
Converted" method prescribed in SFAS No. 128. This method assumes the conversion
or exchange of these securities for shares of common stock. In determining if
convertible or exchangeable securities are dilutive, the interest savings (net
of tax) subsequent to an assumed conversion are added back to net earnings. The
shares related to a convertible or exchangeable security are included in diluted
EPS only if EPS as otherwise calculated is greater than the interest savings,
net of tax, divided by the shares issuable upon exercise or conversion of the
instrument ("incremental earnings per share"). Accordingly, the calculation of
diluted EPS for these instruments is dependent on the level of net earnings.
Each series of convertible or exchangeable securities is considered individually
and in sequence, starting with the series having the lowest incremental earnings
per share, to determine if its effect is dilutive or anti-dilutive.
In June 2007, the Company's Board of Directors adopted a resolution pursuant to
which the Company intends to waive its rights to settle the principal amount of
its 3-5/8% Convertible Subordinated Notes, upon any conversion or repurchase of
the notes, in shares of Vishay common stock. Pursuant to the indenture governing
the notes, Vishay had the right to pay the conversion value or purchase price
for the notes in cash, Vishay common stock, or a combination of both.
In accordance with the resolution of its Board, in the future, if notes are
tendered for repurchase, Vishay will pay the repurchase price in cash, and if
notes are submitted for conversion, Vishay will value the shares issuable upon
conversion and will pay in cash an amount equal to the principal amount of the
converted notes and will issue shares in respect of the conversion value in
excess of the principal amount.
Vishay will now consider the notes to be "instrument C securities" as defined by
EITF 90-19. Accordingly, the notes will be included in the diluted earnings per
share computation using the "treasury stock method" (similar to options and
warrants) rather than the "if converted method" otherwise required for
convertible debt. Under the "treasury stock method," Vishay will calculate the
number of shares issuable under the terms of the notes based on the average
market price of Vishay common stock during the period, and include that number
in the total diluted shares figure for the period.
The following estimates of shares consider the number of the Company's shares
currently outstanding and the Company's stock options, warrants and convertible
or exchangeable securities currently outstanding and their exercise and
conversion features currently in effect. Changes in these parameters could have
a material impact on the calculation of diluted EPS.
The following estimates of shares should be read in conjunction with the
information on earnings per share in the Company's filings on Form 10-Q and Form
10-K. These estimates are unaudited and are not necessarily indicative of the
shares used in the diluted EPS computation for any prior period. The estimates
below are not necessarily indicative of the shares to be used in the quarterly
diluted EPS computation for any period subsequent to the third quarter of 2007.
The Company assumes no duty to revise these estimates as a result of changes in
the parameters on which they are based or any changes in accounting principles.
Also, the presentation is not intended as a forecast of EPS values or share
prices of the Company's common stock for any period.
For the third quarter of 2007:
o The Company has approximately 187 million shares issued and
outstanding, including shares of common stock and class B common
stock.
o The number of shares included in diluted EPS related to options,
warrants, and similar instruments does not vary significantly and is
generally less than 1 million incremental shares.
o The Company's Convertible Subordinated Notes due 2023 are convertible
at a conversion price of $21.28 per $1,000 principal amount,
equivalent to 46.9925 shares per $1,000 principal amount. There are
500,000 bonds outstanding. The number of shares of common stock that
Vishay will include in its diluted earnings per share computation,
assuming an average market price for Vishay common stock in excess of
the conversion price, will be determined in accordance with the
following formula:
S = 500,000 * [(P - $21.28) * 46.9925] / P
where
S = the number of shares to be included in diluted EPS, and
P = the average market price of Vishay common stock for the quarter.
If the average market price is less than $21.28, no shares will be
included in the diluted earnings per share computation.
o The Company's Exchangeable unsecured notes due 2102 are dilutive at
quarterly earnings levels in excess of approximately $28 million. The
Exchangeable unsecured notes are exchangeable for approximately 6
million shares. Quarterly interest, net of tax, is approximately $0.9
million.
Item 9.01 - Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
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99 Press release dated August 2, 2007
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: August 2, 2007
VISHAY INTERTECHNOLOGY, INC.
By: /s/ Richard N. Grubb
--------------------
Name: Richard N. Grubb
Title: Executive Vice President and
Chief Financial Officer
Exhibit 99
Vishay Reports Results for Second Quarter 2007
-- Sales for second quarter 2007 increased by $57.7 million, or
8.8%, compared to first quarter 2007, due to recent
acquisitions.
-- Net earnings of $0.22 per diluted share for the second quarter
2007 have been negatively affected by the after tax impact of
certain items (enumerated below) of $0.04 per share for
adjusted earnings per share of $0.26.
-- Cash generated from operations was $69 million and capital
expenditures were $42 million in the second quarter 2007.
-- Discrete semiconductor product lines acquired from
International Rectifier were accretive in the second quarter
2007.
MALVERN, Pa.--(BUSINESS WIRE)--Aug. 2, 2007--Dr. Felix Zandman,
Executive Chairman of the Board, and Dr. Gerald Paul, President and
Chief Executive Officer of Vishay Intertechnology, Inc. (NYSE:VSH),
announced today that net revenues for the fiscal quarter ended June
30, 2007 were $715.9 million, compared to $660.5 million for the
fiscal quarter ended July 1, 2006. Net income from continuing
operations for the fiscal quarter ended June 30, 2007 was $42.0
million, or $0.22 per diluted share, compared with net earnings for
the fiscal quarter ended July 1, 2006 were $42.8 million, or $0.22 per
diluted share.
On April 1, 2007, Vishay acquired the Power Control Systems
("PCS") business of International Rectifier Corporation. The Company
intends to sell the automotive modules and subsystems business unit
("ASBU") acquired as part of the PCS business. The operations of the
ASBU have been classified as discontinued operations for the quarter
ended June 30, 2007. The loss from discontinued operations for the
quarter was $1.3 million, resulting in net earnings of $40.7 million,
or $0.22 per diluted share.
Net income from continuing operations of $42.0 million, or $0.22
per diluted share, for the second quarter of 2007 was impacted by
pre-tax charges for restructuring and severance costs of $1.2 and
related asset write-downs of $2.7 million. These items and their
tax-related consequences, plus additional tax expense for changes in
uncertain tax positions of $3.4 million, had a negative $0.04 per
share effect on income from continuing operations.
Net earnings of $42.8 million, or $0.22 per diluted share, for the
second quarter of 2006 were impacted by pre-tax charges for
restructuring and severance costs of $8.2 million, related asset
write-downs of $3.8 million, losses resulting from adjustments to
previously existing purchase commitments of $0.8 million for tantalum
powder and wire, a loss on early extinguishment of debt of $2.9
million associated with the repurchase of the Company's Liquid Yield
Option Notes, and an adjustment to increase the estimated cost of
environmental remediation obligations associated with the 2001 General
Semiconductor acquisition of $3.6 million. These items and their
tax-related consequences had a negative $0.06 effect on earnings per
share.
Net revenues for the six fiscal months ended June 30, 2007 were
$1,374.1 million, compared to $1,291.6 million for the six fiscal
months ended July 1, 2006. Net income from continuing operations for
the six fiscal months ended June 30, 2007 was $92.0 million, or $0.48
per diluted share, compared with net earnings for the six fiscal
months ended July 1, 2006 of $81.0 million, or $0.41 per diluted
share.
Net income from continuing operations of $92.0 million, or $0.48
per diluted share, for the six fiscal months ended June 30, 2007 was
impacted by pre-tax charges for restructuring and severance costs of
$3.3 million and related asset write-downs of $2.7 million. These
items and their tax-related consequences, plus additional tax expense
for changes in uncertain tax positions of $3.4 million, had a negative
$0.04 per share effect on income from continuing operations.
Net earnings of $81.0 million, or $0.41 per diluted share, for the
six fiscal months ended July 1, 2006 were impacted by pre-tax charges
for restructuring and severance costs of $8.9 million, related asset
write-downs of $3.9 million, write-downs of tantalum inventories to
current market value of $8.2 million, losses resulting from
adjustments to previously existing purchase commitments of $4.1
million, a loss on early extinguishment of debt of $2.9 million, and
an adjustment to increase the estimated cost of environmental
remediation obligations associated with the 2001 General Semiconductor
acquisition of $3.6 million. These items and their tax-related
consequences had a negative $0.12 effect on earnings per share.
Commenting on the results for the second quarter 2007, Dr. Paul
stated, "After a strong start into the year, the revenues for Vishay
stabilized in the second quarter 2007 on a solid level.
The PCS business that we acquired on April 1, 2007 from
International Rectifier consists of two discrete semiconductor
businesses and an automotive modules and subsystems business unit
("ASBU"). We concluded that ASBU would not satisfactorily complement
Vishay's strategy and operations. Consequently, we announced Vishay's
intent to sell ASBU. The discrete semiconductor businesses acquired as
part of PCS contributed $51.8 million of sales in the second quarter
and already were accretive to earnings. After a slow start in the
first month after the acquisition, we expect the acquired
semiconductor businesses to quickly reach a yearly run-rate of sales
of $240 million. We project a contribution of approximately $11
million from the acquired semiconductor businesses to Vishay's
operating profit by the first quarter 2008."
Regarding the outlook for the third quarter 2007, Dr. Paul
continued, "Our guidance for sales is in the range of $710 million to
$730 million. We expect the acquired product lines to continue to
grow, whereas our traditional business is expected to experience some
softening due to seasonal market conditions in Europe."
Commenting on the Company's acquisition activities, Dr. Felix
Zandman, Executive Chairman of the Board and Chief Technical and
Business Development Officer, stated, "We are very pleased with the
discrete semiconductor businesses acquired from International
Rectifier. They are performing as expected. We believe that we can
grow these businesses organically and that they will become a strong
contributor to Vishay's bottom line in the near future. We continue to
see the semiconductor space as an area for organic growth and
potential acquisitions."
Regarding the Company's R&D activities, Dr. Zandman noted, "Our
R&D programs are on target. The share of new products released to the
market continues to increase."
A conference call to discuss second quarter financial results is
scheduled for Thursday, August 2, 2007 at 10:00 a.m. (EDT). The
dial-in number for the conference call is 877-589-6174 (+1
706-643-1406 if calling from outside the United States or Canada) and
the conference ID is #6231732.
There will be a replay of the conference call from 12:30 p.m.
(EDT) on Thursday, August 2, 2007 through 11:59 p.m. (EDT) on
Thursday, August 9, 2007. The telephone number for the replay is
800-642-1687 (+1 706-645-9291 if calling from outside the United
States or Canada) and the access code is #6231732.
There will also be a live audio webcast of the conference call.
This can be accessed directly from the Investor Relations section of
the Vishay website at http://ir.vishay.com.
Vishay Intertechnology, Inc., a Fortune 1,000 Company listed on
the NYSE (VSH), is one of the world's largest manufacturers of
discrete semiconductors (diodes, rectifiers, transistors, and
optoelectronics and selected ICs) and passive electronic components
(resistors, capacitors, inductors, sensors, and transducers). These
components are used in virtually all types of electronic devices and
equipment, in the industrial, computing, automotive, consumer,
telecommunications, military, aerospace, and medical markets. Its
product innovations, successful acquisition strategy, and ability to
provide "one-stop shop" service have made Vishay a global industry
leader. Vishay can be found on the Internet at http://www.vishay.com.
Statements contained herein that relate to the Company's future
performance, including statements with respect to forecasted revenues
and the anticipated future benefits of the Company's acquisition and
research and development programs, including the anticipated future
benefits of the PCS business acquisition, are forward-looking
statements within the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Such statements involve a number of
risks, uncertainties and contingencies, many of which are beyond our
control, which may cause actual results, performance or achievements
to differ materially from those anticipated. Such statements are based
on current expectations only, and are subject to certain risks,
uncertainties and assumptions. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those anticipated,
estimated or projected. Among the factors that could cause actual
results to materially differ include: general business and economic
conditions, particularly in the markets that we serve; competition and
technological changes in our industries; difficulties in implementing
our cost reduction strategies; difficulties in new product
development; our ability to identify suitable acquisition targets and
to successfully negotiate and consummate their acquisition,
difficulties in integrating acquired companies, including the recently
acquired PCS business; and otherwise realizing the anticipated
benefits of their operations, our ability to attract and retain highly
qualified personnel, particularly in respect of our acquired
businesses; and other factors affecting our operations that are set
forth in our Annual Report on Form 10-K for the year ended December
31, 2006 filed with the Securities and Exchange Commission. We
undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise. Also, we can provide no assurance as to
the timing of the disposition of ASBU or whether we can dispose of
ABSU on terms we consider attractive or at all.
Management believes that stating the impact on net earnings of
items such as restructuring and severance, asset write-downs, charges
for in-process research and development, gains or losses on purchase
commitments, special tax items and other items not reflecting on-going
operating activities is meaningful to investors because it provides
insight with respect to intrinsic operating results of the Company
and, management believes, is a common measure of performance in the
industries in which the Company competes. Investors should be aware,
however, that this is a non-GAAP measure of performance and should not
be considered as a substitute for the comparable GAAP measure.
VISHAY INTERTECHNOLOGY, INC.
Summary of Operations
(Unaudited - In thousands except earnings per share)
Fiscal quarter ended
June 30, July 1,
2007 2006
---------- ----------
Net revenues $ 715,861 $ 660,523
Costs of products sold 537,946 479,808
Loss on purchase commitments - 794
---------- ----------
Gross profit 177,915 179,921
Gross margin 24.9% 27.2%
Selling, general, and administrative expenses
(a) 113,114 104,317
Restructuring and severance costs 1,240 8,227
Asset write-downs 2,665 3,794
---------- ----------
Operating income 60,896 63,583
Operating margin 8.5% 9.6%
Other income (expense):
Interest expense (7,407) (8,407)
Loss on early extinguishment of debt - (2,854)
Minority interest (258) (381)
Other 4,208 3,723
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Total other income (expense) - net (3,457) (7,919)
---------- ----------
Income from continuing operations, before taxes 57,439 55,664
Income taxes 15,394 12,822
---------- ----------
Income from continuing operations 42,045 42,842
Loss from discontinued operations, net of tax (1,298) -
---------- ----------
Net earnings $ 40,747 $ 42,842
========== ==========
Basic earnings (loss) per share:*
Continuing operations $ 0.23 $ 0.23
Discontinued operations $ (0.01) $ -
Net earnings $ 0.22 $ 0.23
Diluted earnings (loss) per share:*
Continuing operations $ 0.22 $ 0.22
Discontinued operations $ (0.01) $ -
Net earnings $ 0.22 $ 0.22
Weighted average shares outstanding - basic 185,422 184,419
Weighted average shares outstanding - diluted 192,578 217,803
* May not add due to rounding.
(a) The fiscal quarter ended July 1, 2006 includes $3,600 of
expenses within selling, general and administrative expenses to
increase the estimated cost of environmental obligations associated
with the 2001 General Semiconductor acquisition.
VISHAY INTERTECHNOLOGY, INC.
Summary of Operations
(Unaudited - In thousands except earnings per share)
Six fiscal months ended
June 30, July 1,
2007 2006
----------- -----------
Net revenues $1,374,053 $1,291,609
Costs of products sold (b) 1,020,987 951,094
Loss on purchase commitments - 4,097
----------- -----------
Gross profit 353,066 336,418
Gross margin 25.7% 26.0%
Selling, general, and administrative expenses
(c) 220,102 200,169
Restructuring and severance costs 3,266 8,925
Asset write-downs 2,665 3,874
----------- -----------
Operating income 127,033 123,450
Operating margin 9.2% 9.6%
Other income (expense):
Interest expense (14,598) (17,064)
Loss on early extinguishment of debt - (2,854)
Minority interest (547) (567)
Other 11,293 8,004
----------- -----------
Total other income (expense) - net (3,852) (12,481)
----------- -----------
Income from continuing operations, before
taxes 123,181 110,969
Income taxes 31,172 29,967
----------- -----------
Income from continuing operations 92,009 81,002
Loss from discontinued operations, net of tax (1,298) -
----------- -----------
Net earnings $ 90,711 $ 81,002
=========== ===========
Basic earnings (loss) per share:*
Continuing operations $ 0.50 $ 0.44
Discontinued operations $ (0.01) $ -
Net earnings $ 0.49 $ 0.44
Diluted earnings (loss) per share:*
Continuing operations $ 0.48 $ 0.41
Discontinued operations $ (0.01) $ -
Net earnings $ 0.47 $ 0.41
Weighted average shares outstanding - basic 184,942 184,345
Weighted average shares outstanding - diluted 203,702 218,204
* May not add due to rounding.
(b) The six fiscal months ended July 1, 2006 includes write-downs
of tantalum inventories of $8,228 within costs of products sold.
(c) The six fiscal months ended July 1, 2006 includes $3,600 of
expenses within selling, general and administrative expenses to
increase the estimated cost of environmental obligations associated
with the 2001 General Semiconductor acquisition.
VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Balance Sheets
(In thousands)
June 30, December 31,
2007 2006
------------ ------------
Assets (Unaudited)
Current assets:
Cash and cash equivalents $ 386,667 $ 671,586
Accounts receivable - net 454,404 351,656
Inventories:
Finished goods 169,526 163,576
Work in process 222,105 194,734
Raw materials 173,442 178,543
Deferred income taxes 43,407 38,368
Prepaid expenses and other current assets 138,054 128,784
Assets held for sale 65,450 -
------------ ------------
Total current assets 1,653,055 1,727,247
Property and equipment, at cost:
Land 101,022 94,803
Buildings and improvements 460,215 441,659
Machinery and equipment 1,917,840 1,818,660
Construction in progress 88,071 85,288
Allowance for depreciation (1,399,386) (1,316,045)
------------ ------------
Net property and equipment 1,167,762 1,124,365
Goodwill 1,622,528 1,463,992
Other intangible assets, net 198,452 168,263
Other assets 182,641 208,029
------------ ------------
Total assets $ 4,824,438 $ 4,691,896
============ ============
VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Balance Sheets (continued)
(In thousands)
June 30, December 31,
2007 2006
------------ ------------
(Unaudited)
Liabilities and stockholders' equity
Current liabilities:
Notes payable to banks $ 4,551 $ 526
Trade accounts payable 139,432 145,919
Payroll and related expenses 129,855 132,922
Other accrued expenses 216,457 203,986
Income taxes 48,136 47,333
Current portion of long-term debt 1,901 3,728
Liabilities related to assets held for
sale 13,085 -
------------ ------------
Total current liabilities 553,417 534,414
Long-term debt less current portion 607,528 608,434
Deferred income taxes 18,167 15,923
Deferred grant income 3,048 5,732
Other liabilities 133,422 155,963
Accrued pension and other postretirement
costs 289,818 285,823
Minority interest 4,798 4,794
Stockholders' equity:
Common stock 17,197 17,010
Class B common stock 1,435 1,436
Capital in excess of par value 2,251,143 2,229,972
Retained earnings (d) 885,522 796,902
Accumulated other comprehensive income 58,943 35,493
------------ ------------
Total stockholders' equity 3,214,240 3,080,813
------------ ------------
Total liabilities and stockholders'
equity $ 4,824,438 $ 4,691,896
============ ============
(d) Reflects adjustment of $2,091 to initially apply the
provisions of FASB Interpretation No. 48, adopted January 1, 2007.
VISHAY INTERTECHNOLOGY, INC.
Reconciliation of Earnings Per Share
(Unaudited - In thousands except earnings per share)
Fiscal quarter Six fiscal months
ended ended
June 30, July 1, June 30, July 1,
2007 2006 2007 2006
--------- -------- --------- --------
Numerator:
Numerator for basic earnings per
share:
Income from continuing
operations $ 42,045 $ 42,842 $ 92,009 $ 81,002
Loss from discontinued
operations (1,298) - (1,298) -
--------- -------- --------- --------
Net earnings $ 40,747 $ 42,842 $ 90,711 $ 81,002
========= ======== ========= ========
Adjustment to the numerator for
continuing operations and net
earnings:
Interest savings assuming
conversion of dilutive
convertible and
exchangeable notes, net of
tax (e) 913 4,678 4,918 9,476
--------- -------- --------- --------
Numerator for diluted earnings
per share:
Income from continuing
operations $ 42,958 $ 47,520 $ 96,927 $ 90,478
Loss from discontinued
operations (1,298) - (1,298) -
--------- -------- --------- --------
Net earnings $ 41,660 $ 47,520 $ 95,629 $ 90,478
========= ======== ========= ========
Denominator:
Denominator for basic earnings
per share:
weighted average shares 185,422 184,419 184,942 184,345
Effect of dilutive securities
Convertible and
exchangeable notes (e) 6,177 32,351 17,925 32,916
Employee stock options 872 947 728 858
Other 107 86 107 85
--------- -------- --------- --------
Dilutive potential common
shares 7,156 33,384 18,760 33,859
--------- -------- --------- --------
Denominator for diluted earnings
per share:
adjusted weighted average
shares 192,578 217,803 203,702 218,204
========= ======== ========= ========
Basic earnings (loss) per
share:*
Continuing operations $ 0.23 $ 0.23 $ 0.50 $ 0.44
Discontinued operations $ (0.01) $ - $ (0.01) $ -
Net earnings $ 0.22 $ 0.23 $ 0.49 $ 0.44
Diluted earnings (loss) per
share:*
Continuing operations $ 0.22 $ 0.22 $ 0.48 $ 0.41
Discontinued operations $ (0.01) $ - $ (0.01) $ -
Net earnings $ 0.22 $ 0.22 $ 0.47 $ 0.41
* May not add due to rounding.
Diluted earnings per share for the periods presented do not
reflect the following weighted-average potential common shares, as the
effect would be antidilutive:
Fiscal quarter Six fiscal months
ended ended
June 30, July 1, June 30, July 1,
2007 2006 2007 2006
--------- -------- --------- -------
Convertible and exchangeable
notes:
Convertible Subordinated Notes,
due 2023 (e) 23,496 - 11,748 -
Exchangeable Unsecured Notes,
due 2102 - - - -
LYONs, due 2021 (f) - - - -
Weighted average employee stock
options 2,527 4,112 3,297 4,697
Weighted average warrants 8,824 8,824 8,824 8,824
(e) In June 2007, the Company's Board of Directors adopted a
resolution pursuant to which the Company intends to waive its rights
to settle the principal amount of the notes in shares of Vishay common
stock. In accordance with the resolution of its Board, in the future
if notes are tendered for repurchase, Vishay will pay the repurchase
price in cash, and if notes are submitted for conversion, Vishay will
value the shares issuable upon conversion and will pay in cash an
amount equal to the principal amount of the converted notes and will
issue shares in respect of the conversion value in excess of the
principal amount. Accordingly, for the second quarter of 2007 and
future periods, the Company calculates the number of shares issuable
under the terms of the notes based on the average market price of
Vishay common stock during the period, and includes that number in the
total diluted shares figure for the period. If the average market
price is less than $21.28, no shares will be included in the diluted
earnings per share computation, as the effect would be antidilutive.
For periods prior to the second quarter of 2007, the notes were
considered conventional convertible debt, and included in the earnings
per share computation assuming they were converted into 23,496 shares
of common stock if the effect of their inclusion was dilutive.
(f) The LYONs were redeemed in June 2006. Prior to redemption,
they were convertible into 3,809 shares of common stock.
CONTACT: Vishay Intertechnology, Inc.
Richard N. Grubb
Executive Vice President and Chief Financial Officer
+1 610-644-1300
or
Peter G. Henrici
Senior Vice President Corporate Communications
+1 610-644-1300