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
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(Exact name of registrant as specified in its charter)
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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(Address of Principal Executive Offices)
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Zip Code
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Registrant's telephone number, including area code
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(Former name or former address, if changed since last report.)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
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Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to
Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading symbol
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Name of exchange on which registered
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Item 2.02 – Results of Operations and Financial Condition
On May 10, 2023, Vishay Intertechnology, Inc. ("the Company") issued a press release announcing its financial results for the
fiscal quarter ended April 1, 2023. A copy of the press release is attached as Exhibit 99.1 to this report.
Item 9.01 – Financial Statements and Exhibits
(d) Exhibits
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Exhibit No.
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Description
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| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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: May 10, 2023
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VISHAY INTERTECHNOLOGY, INC.
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By:
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/s/ Lori Lipcaman
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Name:
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Lori Lipcaman
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Title:
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Executive Vice President and
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Chief Financial Officer
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Exhibit 99.1
Vishay Intertechnology Reports First Quarter 2023 Results
Malvern, PA, May 10, 2023 – Vishay Intertechnology, Inc., (NYSE: VSH), one of the world's largest manufacturers of discrete semiconductors and passive
electronic components, today announced results for the fiscal first quarter ended April 1, 2023.
Highlights
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•
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1Q 2023 revenues of $871.0 million
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•
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1Q 2023 EPS of $0.79
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•
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1Q 2023 book-to-bill of 0.84
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•
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Backlog at quarter end was 7.5 months
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•
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YTD 2023 total stockholder return of $34.2 million
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•
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Extension of $750 million revolving credit facility to May 2028
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“Driven by sales increases in medical and aerospace/defense along with continued strong demand in automotive, for the first quarter we delivered revenue
growth of 2.0% year over year and 1.8% quarter over quarter. We also increased investments in capacity expansion for our 30 key product lines in support of high growth and high return opportunities that meet our customers’ accelerating demand.
While 2023 is a staging year at Vishay as we prepare to participate fully in the next step up in demand related to connectivity, mobility and sustainability megatrends, we remain committed to spending approximately $385 million in capex and
returning at least $100 million to our stockholders,” said Joel Smejkal, president and CEO.
2Q 2023 Outlook
For the second quarter of 2023, management expects revenues in the range of $860 million and $900 million and a gross profit margin in the range of 29.0%
+/- 50 basis points.
Conference Call
Management will host a conference call today, May 10, 2023, at 9:00 a.m. ET to discuss first quarter 2023 results. The dial-in number for the conference call is 877-407-0989 (+1 201-389-0921, if calling from outside the United States)
and the access code is 13737582. Interested parties may also access a real-time webcast through the Investor Relations section of the company’s website at
http://ir.vishay.com. A presentation accompanying management’s prepared remarks will be posted approximately 30 minutes before the conference call starts. For interested parties who are unable to join the live call, there will be a replay of the
conference call from 12:00 p.m. ET on Wednesday, May 10, 2023, through 11:59 p.m. ET on Wednesday, May 24, 2023. The telephone number for the replay is +1 877-660-6853 (+1 201-612-7415, if calling from outside the United States or Canada) and the access code is 13737582.
About Vishay
Vishay manufactures one of the world’s largest portfolios of discrete semiconductors and passive electronic components that are essential to innovative
designs in the automotive, industrial, computing, consumer, telecommunications, military, aerospace, and medical markets. Serving customers worldwide, Vishay is The DNA of tech.™ Vishay Intertechnology, Inc. is a Fortune 1,000 Company listed on the NYSE (VSH). More on Vishay at www.Vishay.com.
This press release includes certain financial measures which are not recognized in accordance with U.S. generally accepted accounting principles ("GAAP"),
including adjusted net earnings; adjusted earnings per share; adjusted gross margin; adjusted operating margin; free cash; earnings before interest, taxes, depreciation and amortization ("EBITDA"); adjusted EBITDA; and adjusted EBITDA margin; which
are considered "non-GAAP financial measures" under the U.S. Securities and Exchange Commission rules. These non-GAAP measures supplement our GAAP measures of performance or liquidity and should not be viewed as an alternative to GAAP measures of
performance or liquidity. Non-GAAP measures such as adjusted net earnings, adjusted earnings per share, adjusted gross margin, adjusted operating margin, free cash, EBITDA, adjusted EBITDA, and adjusted EBITDA margin do not have uniform definitions.
These measures, as calculated by Vishay, may not be comparable to similarly titled measures used by other companies. Management believes that such measures are meaningful to investors because they provide insight with respect to intrinsic operating
results of the Company. Although the terms "free cash" and "EBITDA" are not defined in GAAP, the measures are derived using various line items measured in accordance with GAAP. Reconciling items to arrive at adjusted net earnings represent
significant charges or credits that are important to understanding the Company's intrinsic operations. Reconciling items to calculate adjusted gross margin, adjusted operating margin and adjusted EBITDA represent those same items used in computing
adjusted net earnings, as relevant. Furthermore, the presented calculation of adjusted EBITDA is substantially similar to, but not identical to, a measure used in the calculation of financial ratios required for covenant compliance under Vishay's
revolving credit facility. These reconciling items are indicated on the accompanying reconciliation schedules and are more fully described in the Company's financial statements presented in its annual report on Form 10-K and its quarterly reports
presented on Forms 10-Q.
Statements contained herein that relate to the Company's future performance, including forecasted revenues and margins, capital investment, capacity
expansion, stockholder returns, and the performance of the economy in general, are forward-looking statements within the safe harbor provisions of Private Securities Litigation Reform Act of 1995. Words and expressions such as “guide,” “will,”
“expect,” “anticipate,” “committed” or other similar words or expressions often identify forward-looking statements. Such statements are based on current expectations only, and are subject to certain risks, uncertainties and assumptions, many of which
are beyond our control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results, performance, or achievements 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; manufacturing or supply chain interruptions or changes in customer demand because of COVID-19 or otherwise; delays or difficulties
in implementing our cost reduction strategies; delays or difficulties in expanding our manufacturing capacities; an inability to attract and retain highly qualified personnel; changes in foreign currency exchange rates; uncertainty related to the
effects of changes in foreign currency exchange rates; competition and technological changes in our industries; difficulties in new product development; difficulties in identifying suitable acquisition candidates, consummating a transaction on terms
which we consider acceptable, and integration and performance of acquired businesses; changes in U.S. and foreign trade regulations and tariffs, and uncertainty regarding the same; changes in applicable domestic and foreign tax regulations, and
uncertainty regarding the same; changes in applicable accounting standards and other factors affecting our operations that are set forth in our filings with the Securities and Exchange Commission, including our annual reports on Form 10-K and our
quarterly reports on Form 10-Q. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
The DNA of tech™ is a trademark of
Vishay Intertechnology.
Contact:
Vishay Intertechnology, Inc.
Peter Henrici
Executive Vice President, Corporate Development
+1-610-644-1300
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VISHAY INTERTECHNOLOGY, INC.
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Summary of Operations
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||||||||||||
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(Unaudited - In thousands, except per share amounts)
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||||||||||||
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Fiscal quarters ended
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||||||||||||
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April 1, 2023
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December 31, 2022
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April 2, 2022
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||||||||||
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Net revenues
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$
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871,046
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$
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855,298
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$
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853,793
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||||||
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Costs of products sold
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592,333
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606,178
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594,685
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|||||||||
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Gross profit
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278,713
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249,120
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259,108
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|||||||||
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Gross margin
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32.0
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%
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29.1
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%
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30.3
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%
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||||||
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Selling, general, and administrative expenses
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120,145
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113,812
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112,855
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|||||||||
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Operating income
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158,568
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135,308
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146,253
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|||||||||
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Operating margin
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18.2
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%
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15.8
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%
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17.1
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%
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||||||
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Other income (expense):
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||||||||||||
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Interest expense
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(5,120
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)
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(4,490
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)
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(4,222
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)
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||||||
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Other
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3,329
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(2,618
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)
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(5,751
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)
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|||||||
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Total other income (expense) - net
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(1,791
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)
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(7,108
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)
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(9,973
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)
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||||||
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Income before taxes
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156,777
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128,200
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136,280
|
|||||||||
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Income tax expense
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44,588
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54,999
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32,330
|
|||||||||
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Net earnings
|
112,189
|
73,201
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103,950
|
|||||||||
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Less: net earnings attributable to noncontrolling interests
|
408
|
413
|
377
|
|||||||||
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Net earnings attributable to Vishay stockholders
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$
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111,781
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$
|
72,788
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$
|
103,573
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||||||
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Basic earnings per share attributable to Vishay stockholders
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$
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0.79
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$
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0.51
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$
|
0.71
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||||||
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Diluted earnings per share attributable to Vishay stockholders
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$
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0.79
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$
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0.51
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$
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0.71
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||||||
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Weighted average shares outstanding - basic
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140,636
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141,643
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145,053
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|||||||||
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Weighted average shares outstanding - diluted
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141,251
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142,247
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145,553
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|||||||||
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Cash dividends per share
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$
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0.10
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$
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0.10
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$
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0.10
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VISHAY INTERTECHNOLOGY, INC.
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Consolidated Condensed Balance Sheets
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||||||||
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(In thousands)
|
||||||||
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April 1, 2023
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December 31, 2022
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|||||||
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(Unaudited)
|
||||||||
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Assets
|
||||||||
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Current assets:
|
||||||||
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Cash and cash equivalents
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$
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847,534
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$
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610,825
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||||
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Short-term investments
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186,892
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305,272
|
||||||
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Accounts receivable, net
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444,021
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416,178
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||||||
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Inventories:
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||||||||
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Finished goods
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171,404
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156,234
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||||||
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Work in process
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282,166
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261,345
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||||||
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Raw materials
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203,111
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201,300
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||||||
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Total inventories
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656,681
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618,879
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||||||
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Prepaid expenses and other current assets
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170,767
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170,056
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||||||
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Total current assets
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2,305,895
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2,121,210
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||||||
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Property and equipment, at cost:
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||||||||
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Land
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76,269
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75,907
|
||||||
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Buildings and improvements
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676,678
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658,829
|
||||||
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Machinery and equipment
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2,910,769
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2,857,636
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||||||
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Construction in progress
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234,481
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243,038
|
||||||
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Allowance for depreciation
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(2,755,509
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)
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(2,704,951
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)
|
||||
|
1,142,688
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1,130,459
|
|||||||
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Right of use assets
|
130,306
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131,193
|
||||||
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Deferred income taxes
|
106,197
|
104,667
|
||||||
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Goodwill
|
201,657
|
201,432
|
||||||
|
Other intangible assets, net
|
75,965
|
77,896
|
||||||
|
Other assets
|
99,960
|
98,796
|
||||||
|
Total assets
|
$
|
4,062,668
|
$
|
3,865,653
|
||||
|
VISHAY INTERTECHNOLOGY, INC.
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||||||||
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Consolidated Condensed Balance Sheets (continued)
|
||||||||
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(In thousands)
|
||||||||
|
April 1, 2023
|
December 31, 2022
|
|||||||
|
(Unaudited)
|
||||||||
|
Liabilities and equity
|
||||||||
|
Current liabilities:
|
||||||||
|
Trade accounts payable
|
$
|
219,802
|
$
|
189,099
|
||||
|
Payroll and related expenses
|
159,708
|
166,079
|
||||||
|
Lease liabilities
|
25,908
|
25,319
|
||||||
|
Other accrued expenses
|
246,529
|
261,606
|
||||||
|
Income taxes
|
97,307
|
84,155
|
||||||
|
Total current liabilities
|
749,254
|
726,258
|
||||||
|
Long-term debt less current portion
|
566,755
|
500,937
|
||||||
|
U.S. transition tax payable
|
83,010
|
83,010
|
||||||
|
Deferred income taxes
|
125,289
|
117,183
|
||||||
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Long-term lease liabilities
|
107,221
|
108,493
|
||||||
|
Other liabilities
|
94,216
|
92,530
|
||||||
|
Accrued pension and other postretirement costs
|
189,606
|
187,092
|
||||||
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Total liabilities
|
1,915,351
|
1,815,503
|
||||||
|
Equity:
|
||||||||
|
Vishay stockholders' equity
|
||||||||
|
Common stock
|
13,316
|
13,291
|
||||||
|
Class B convertible common stock
|
1,210
|
1,210
|
||||||
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Capital in excess of par value
|
1,351,622
|
1,352,321
|
||||||
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Retained earnings
|
870,975
|
773,228
|
||||||
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Treasury stock (at cost)
|
(103,145
|
)
|
(82,972
|
)
|
||||
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Accumulated other comprehensive income (loss)
|
9,032
|
(10,827
|
)
|
|||||
|
Total Vishay stockholders' equity
|
2,143,010
|
2,046,251
|
||||||
|
Noncontrolling interests
|
4,307
|
3,899
|
||||||
|
Total equity
|
2,147,317
|
2,050,150
|
||||||
|
Total liabilities and equity
|
$
|
4,062,668
|
$
|
3,865,653
|
||||
|
VISHAY INTERTECHNOLOGY, INC.
|
||||||||
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Consolidated Condensed Statements of Cash Flows
|
||||||||
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(Unaudited - In thousands)
|
||||||||
|
Three fiscal months ended
|
||||||||
|
April 1, 2023
|
April 2, 2022
|
|||||||
|
Operating activities
|
||||||||
|
Net earnings
|
$
|
112,189
|
$
|
103,950
|
||||
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
||||||||
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Depreciation and amortization
|
43,301
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40,650
|
||||||
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(Gain) loss on disposal of property and equipment
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(64
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)
|
(59
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)
|
||||
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Inventory write-offs for obsolescence
|
8,986
|
5,825
|
||||||
|
Deferred income taxes
|
7,329
|
2,347
|
||||||
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Other
|
269
|
8,816
|
||||||
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Changes in operating assets and liabilities
|
(42,117
|
)
|
(127,944
|
)
|
||||
|
Net cash provided by operating activities
|
129,893
|
33,585
|
||||||
|
Investing activities
|
||||||||
|
Purchase of property and equipment
|
(45,574
|
)
|
(35,909
|
)
|
||||
|
Proceeds from sale of property and equipment
|
326
|
72
|
||||||
|
Purchase of short-term investments
|
(41
|
)
|
(7,753
|
)
|
||||
|
Maturity of short-term investments
|
121,768
|
56,674
|
||||||
|
Other investing activities
|
(892
|
)
|
(199
|
)
|
||||
|
Net cash provided by investing activities
|
75,587
|
12,885
|
||||||
|
Financing activities
|
||||||||
|
Net proceeds (payments) on revolving credit lines
|
65,000
|
-
|
||||||
|
Dividends paid to common stockholders
|
(12,810
|
)
|
(13,259
|
)
|
||||
|
Dividends paid to Class B common stockholders
|
(1,210
|
)
|
(1,210
|
)
|
||||
|
Repurchase of common stock held in treasury
|
(20,173
|
)
|
(9,873
|
)
|
||||
|
Cash withholding taxes paid when shares withheld for vested equity awards
|
(3,653
|
)
|
(2,123
|
)
|
||||
|
Net cash provided by (used in) financing activities
|
27,154
|
(26,465
|
)
|
|||||
|
Effect of exchange rate changes on cash and cash equivalents
|
4,075
|
(4,865
|
)
|
|||||
|
Net increase in cash and cash equivalents
|
236,709
|
15,140
|
||||||
|
Cash and cash equivalents at beginning of period
|
610,825
|
774,108
|
||||||
|
Cash and cash equivalents at end of period
|
$
|
847,534
|
$
|
789,248
|
||||
|
VISHAY INTERTECHNOLOGY, INC.
|
||||||||||||
|
Reconciliation of Adjusted Earnings Per Share
|
||||||||||||
|
(Unaudited - In thousands, except per share amounts)
|
||||||||||||
|
Fiscal quarters ended
|
||||||||||||
|
April 1, 2023
|
December 31, 2022
|
April 2, 2022
|
||||||||||
|
GAAP net earnings attributable to Vishay stockholders
|
$
|
111,781
|
$
|
72,788
|
$
|
103,573
|
||||||
|
Reconciling items affecting tax expense (benefit):
|
||||||||||||
|
Effect of change in indefinite reversal assertion
|
$
|
-
|
$
|
59,642
|
$
|
-
|
||||||
|
Effects of changes in valuation allowances
|
-
|
(33,669
|
)
|
-
|
||||||||
|
Adjusted net earnings
|
$
|
111,781
|
$
|
98,761
|
$
|
103,573
|
||||||
|
Adjusted weighted average diluted shares outstanding
|
141,251
|
142,247
|
145,553
|
|||||||||
|
Adjusted earnings per diluted share
|
$
|
0.79
|
$
|
0.69
|
$
|
0.71
|
||||||
|
VISHAY INTERTECHNOLOGY, INC.
|
||||||||||||
|
Reconciliation of Free Cash
|
||||||||||||
|
(Unaudited - In thousands)
|
||||||||||||
|
Fiscal quarters ended
|
||||||||||||
|
April 1, 2023
|
December 31, 2022
|
April 2, 2022
|
||||||||||
|
Net cash provided by operating activities
|
$
|
129,893
|
$
|
166,496
|
$
|
33,585
|
||||||
|
Proceeds from sale of property and equipment
|
326
|
726
|
72
|
|||||||||
|
Less: Capital expenditures
|
(45,574
|
)
|
(153,133
|
)
|
(35,909
|
)
|
||||||
|
Free cash
|
$
|
84,645
|
$
|
14,089
|
$
|
(2,252
|
)
|
|||||
|
VISHAY INTERTECHNOLOGY, INC.
|
||||||||||||
|
Reconciliation of EBITDA and Adjusted EBITDA
|
||||||||||||
|
(Unaudited - In thousands)
|
||||||||||||
|
Fiscal quarters ended
|
||||||||||||
|
April 1, 2023
|
December 31, 2022
|
April 2, 2022
|
||||||||||
|
GAAP net earnings attributable to Vishay stockholders
|
$
|
111,781
|
$
|
72,788
|
$
|
103,573
|
||||||
|
Net earnings attributable to noncontrolling interests
|
408
|
413
|
377
|
|||||||||
|
Net earnings
|
$
|
112,189
|
$
|
73,201
|
$
|
103,950
|
||||||
|
Interest expense
|
$
|
5,120
|
$
|
4,490
|
$
|
4,222
|
||||||
|
Interest income
|
(5,944
|
)
|
(4,374
|
)
|
(561
|
)
|
||||||
|
Income taxes
|
44,588
|
54,999
|
32,330
|
|||||||||
|
Depreciation and amortization
|
43,301
|
42,690
|
40,650
|
|||||||||
|
EBITDA
|
$
|
199,254
|
$
|
171,006
|
$
|
180,591
|
||||||
|
Reconciling items
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
|
Adjusted EBITDA
|
$
|
199,254
|
$
|
171,006
|
$
|
180,591
|
||||||
|
Adjusted EBITDA margin**
|
22.9
|
%
|
20.0
|
%
|
21.2
|
%
|
||||||
|
** Adjusted EBITDA as a percentage of net revenues
|
||||||||||||