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 November 8, 2023, Vishay Intertechnology, Inc. (the "Company") issued a press release announcing its financial results for the
fiscal quarter and nine fiscal months ended September 30, 2023. A copy of the press release is attached as Exhibit 99.1 to this report.
Item 8.01 - Other Events
On November 8, 2023, the Company and Nexperia BV issued a press release announcing that they have entered into an agreement that the Company will acquire Nexperia’s wafer fabrication facility and operations located in Newport, South Wales,
U.K. for approximately $177 million in cash. A copy of the press release is attached as Exhibit 99.2 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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| 99.2 |
Press releasing announcing agreement to acquire
Nexperia's wafer fabrication facility and operations dated November 8, 2023 |
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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: November 8, 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 Third Quarter 2023 Results
Malvern, PA, November 8, 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 third quarter ended September 30, 2023.
Highlights
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•
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3Q 2023 revenues of $853.7 million
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•
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3Q 2023 EPS of $0.47; adjusted EPS of $0.60
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•
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3Q 2023 book-to-bill of 0.63
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•
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Backlog at quarter end was 5.5 months
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•
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Returned a total of $31.1 million to stockholders
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“During the third quarter, as expected, revenue decreased from the second quarter on inventory adjustments by our distribution and EMS customers in
response to softened demand in industrial markets and contracting lead times. Nevertheless, we once again intentionally increased inventory with our distribution partners as we continued to execute our strategy of broadening our participation in
this higher margin channel. The capacity readiness activities we have underway are increasing our value to the distribution channel and reliably supporting our accelerating design activities related to the megatrends of e-mobility,
sustainability and connectivity,” said Joel Smejkal, President and Chief Executive Officer. “In addition, as announced separately today, we have signed a purchase agreement to acquire Newport wafer fab which will accelerate our plan to scale
manufacturing and advance the technology differentiation of our silicon carbide MOSFETs.”
4Q 2023 Outlook
For the fourth quarter of 2023, management expects revenues in the range of $770 million and $810 million and a gross profit margin in the range of 25.5%
+/- 50 basis points.
Conference Call
A conference call to discuss Vishay’s third quarter financial results is
scheduled for Wednesday, November 8, 2023 at 9:00 a.m. ET. To participate in the live conference call, please pre-register at https://register.vevent.com/register/BI4d27675bed8e4ca8934830406b6e87c1. Upon registering, you will be emailed a
dial-in number, and unique PIN.
A live audio webcast of the conference call and a PDF copy of the press release and the quarterly presentation will be accessible directly from the
Investor Relations section of the Vishay website at http://ir.vishay.com.
There will be a replay of the conference call available on the Investor Relations website approximately one hour following the call and will remain
available for 30 days.
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,” 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 (including due to political, economic, and health instability and military conflicts and hostilities); 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; the timing of the Newport wafer fab acquisition; that the Newport wafer fab acquisition may
not be consummated, including as a result of any of the conditions precedent (including the failure to obtain any required approvals or consents, or the exercise of certain third party purchase rights); global market downturn conditions and
volatilities impacting the completion of the acquisition; that the fab will not be integrated successfully into the Company’s overall business; that the expected
benefits of the acquisition may not be realized; that the fab’s standards, procedures and controls will not be brought into conformance within the Company’s operation; difficulties in transitioning and retaining fab employees following the
acquisition; difficulties in consolidating facilities and transferring processes and know-how; the diversion of our management’s attention from the management of our current business; 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
Peter Henrici
Executive Vice President, Corporate Development
+1-610-644-1300
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VISHAY INTERTECHNOLOGY, INC.
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||||||||||||
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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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September 30, 2023
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July 1, 2023
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October 1, 2022
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||||||||||
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Net revenues
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$
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853,653
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$
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892,110
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$
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924,798
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||||||
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Costs of products sold
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616,010
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634,637
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635,260
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Gross profit
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237,643
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257,473
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289,538
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|||||||||
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Gross margin
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27.8
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%
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28.9
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%
|
31.3
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%
|
||||||
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Selling, general, and administrative expenses
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122,513
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122,857
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106,436
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|||||||||
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Operating income
|
115,130
|
134,616
|
183,102
|
|||||||||
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Operating margin
|
13.5
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%
|
15.1
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%
|
19.8
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%
|
||||||
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Other income (expense):
|
||||||||||||
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Interest expense
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(7,153
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)
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(6,404
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)
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(4,110
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)
|
||||||
|
Loss on early extinguishment of debt
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(18,874
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)
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-
|
-
|
||||||||
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Other
|
7,409
|
5,257
|
2,137
|
|||||||||
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Total other income (expense) - net
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(18,618
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)
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(1,147
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)
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(1,973
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)
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||||||
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Income before taxes
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96,512
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133,469
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181,129
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|||||||||
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Income tax expense
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30,557
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38,054
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40,566
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|||||||||
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Net earnings
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65,955
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95,415
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140,563
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Less: net earnings attributable to noncontrolling interests
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426
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377
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502
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|||||||||
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Net earnings attributable to Vishay stockholders
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$
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65,529
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$
|
95,038
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$
|
140,061
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||||||
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Basic earnings per share attributable to Vishay stockholders
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$
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0.47
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$
|
0.68
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$
|
0.98
|
||||||
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Diluted earnings per share attributable to Vishay stockholders
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$
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0.47
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$
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0.68
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$
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0.98
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||||||
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Weighted average shares outstanding - basic
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139,083
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139,764
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142,887
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|||||||||
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Weighted average shares outstanding - diluted
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140,001
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140,478
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143,447
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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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||||||
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VISHAY INTERTECHNOLOGY, INC.
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||||||||
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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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Nine fiscal months ended
|
||||||||
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September 30, 2023
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October 1, 2022
|
|||||||
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Net revenues
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$
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2,616,809
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$
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2,642,103
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||||
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Costs of products sold*
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1,842,980
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1,832,234
|
||||||
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Gross profit
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773,829
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809,869
|
||||||
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Gross margin
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29.6
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%
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30.7
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%
|
||||
|
Selling, general, and administrative expenses*
|
365,515
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329,691
|
||||||
|
Operating income
|
408,314
|
480,178
|
||||||
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Operating margin
|
15.6
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%
|
18.2
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%
|
||||
|
Other income (expense):
|
||||||||
|
Interest expense
|
(18,677
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)
|
(12,639
|
)
|
||||
|
Loss on early extinguishment of debt
|
(18,874
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)
|
-
|
|||||
|
Other
|
15,995
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(2,234
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)
|
|||||
|
Total other income (expense) - net
|
(21,556
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)
|
(14,873
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)
|
||||
|
Income before taxes
|
386,758
|
465,305
|
||||||
|
Income tax expense
|
113,199
|
108,023
|
||||||
|
Net earnings
|
273,559
|
357,282
|
||||||
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Less: net earnings attributable to noncontrolling interests
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1,211
|
1,260
|
||||||
|
Net earnings attributable to Vishay stockholders
|
$
|
272,348
|
$
|
356,022
|
||||
|
Basic earnings per share attributable to Vishay stockholders
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$
|
1.95
|
$
|
2.47
|
||||
|
Diluted earnings per share attributable to Vishay stockholders
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$
|
1.94
|
$
|
2.46
|
||||
|
Weighted average shares outstanding - basic
|
139,828
|
143,983
|
||||||
|
Weighted average shares outstanding - diluted
|
140,577
|
144,470
|
||||||
|
Cash dividends per share
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$
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0.30
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$
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0.30
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||||
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* The nine fiscal months ended October 1, 2022 includes incremental costs of products sold and selling, general, and administrative expenses
separable from normal operations directly attributable to the COVID-19 pandemic of $6,661 and $546, respectively.
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VISHAY INTERTECHNOLOGY, INC.
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Consolidated Condensed Balance Sheets
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||||||||
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(In thousands)
|
||||||||
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September 30, 2023
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December 31, 2022
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|||||||
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(Unaudited)
|
||||||||
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Assets
|
||||||||
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Current assets:
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||||||||
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Cash and cash equivalents
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$
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1,095,119
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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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78,994
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305,272
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||||||
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Accounts receivable, net
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442,646
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416,178
|
||||||
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Inventories:
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||||||||
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Finished goods
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165,936
|
156,234
|
||||||
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Work in process
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271,107
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261,345
|
||||||
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Raw materials
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206,499
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201,300
|
||||||
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Total inventories
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643,542
|
618,879
|
||||||
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Prepaid expenses and other current assets
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179,825
|
170,056
|
||||||
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Total current assets
|
2,440,126
|
2,121,210
|
||||||
|
Property and equipment, at cost:
|
||||||||
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Land
|
76,139
|
75,907
|
||||||
|
Buildings and improvements
|
692,037
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658,829
|
||||||
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Machinery and equipment
|
2,973,943
|
2,857,636
|
||||||
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Construction in progress
|
226,460
|
243,038
|
||||||
|
Allowance for depreciation
|
(2,788,393
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)
|
(2,704,951
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)
|
||||
|
1,180,186
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1,130,459
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|||||||
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Right of use assets
|
127,992
|
131,193
|
||||||
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Deferred income taxes
|
128,109
|
104,667
|
||||||
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Goodwill
|
200,895
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201,432
|
||||||
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Other intangible assets, net
|
72,126
|
77,896
|
||||||
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Other assets
|
91,773
|
98,796
|
||||||
|
Total assets
|
$
|
4,241,207
|
$
|
3,865,653
|
||||
|
VISHAY INTERTECHNOLOGY, INC.
|
||||||||
|
Consolidated Condensed Balance Sheets (continued)
|
||||||||
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(In thousands)
|
||||||||
|
September 30, 2023
|
December 31, 2022
|
|||||||
|
(Unaudited)
|
||||||||
|
Liabilities and equity
|
||||||||
|
Current liabilities:
|
||||||||
|
Trade accounts payable
|
$
|
207,440
|
$
|
189,099
|
||||
|
Payroll and related expenses
|
162,113
|
166,079
|
||||||
|
Lease liabilities
|
26,097
|
25,319
|
||||||
|
Other accrued expenses
|
238,565
|
261,606
|
||||||
|
Income taxes
|
82,734
|
84,155
|
||||||
|
Total current liabilities
|
716,949
|
726,258
|
||||||
|
Long-term debt less current portion
|
817,257
|
500,937
|
||||||
|
U.S. transition tax payable
|
47,027
|
83,010
|
||||||
|
Deferred income taxes
|
138,628
|
117,183
|
||||||
|
Long-term lease liabilities
|
103,223
|
108,493
|
||||||
|
Other liabilities
|
92,896
|
92,530
|
||||||
|
Accrued pension and other postretirement costs
|
182,704
|
187,092
|
||||||
|
Total liabilities
|
2,098,684
|
1,815,503
|
||||||
|
Equity:
|
||||||||
|
Vishay stockholders' equity
|
||||||||
|
Common stock
|
13,318
|
13,291
|
||||||
|
Class B convertible common stock
|
1,210
|
1,210
|
||||||
|
Capital in excess of par value
|
1,286,568
|
1,352,321
|
||||||
|
Retained earnings
|
1,003,700
|
773,228
|
||||||
|
Treasury stock (at cost)
|
(140,633
|
)
|
(82,972
|
)
|
||||
|
Accumulated other comprehensive income (loss)
|
(25,883
|
)
|
(10,827
|
)
|
||||
|
Total Vishay stockholders' equity
|
2,138,280
|
2,046,251
|
||||||
|
Noncontrolling interests
|
4,243
|
3,899
|
||||||
|
Total equity
|
2,142,523
|
2,050,150
|
||||||
|
Total liabilities and equity
|
$
|
4,241,207
|
$
|
3,865,653
|
||||
|
VISHAY INTERTECHNOLOGY, INC.
|
||||||||
|
Consolidated Condensed Statements of Cash Flows
|
||||||||
|
(Unaudited - In thousands)
|
||||||||
|
Nine fiscal months ended
|
||||||||
|
September 30, 2023
|
October 1, 2022
|
|||||||
|
Operating activities
|
||||||||
|
Net earnings
|
$
|
273,559
|
$
|
357,282
|
||||
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
||||||||
|
Depreciation and amortization
|
133,910
|
121,301
|
||||||
|
(Gain) loss on disposal of property and equipment
|
(495
|
)
|
(372
|
)
|
||||
|
Inventory write-offs for obsolescence
|
27,469
|
18,197
|
||||||
|
Stock compensation expense
|
11,610
|
5,717
|
||||||
|
Loss on early extinguishment of debt
|
18,874
|
-
|
||||||
|
Deferred income taxes
|
20,654
|
8,843
|
||||||
|
Other
|
7,574
|
(1,445
|
)
|
|||||
|
Change in U.S. transition tax liability
|
(27,670
|
)
|
(14,757
|
)
|
||||
|
Change in repatriation tax liability
|
-
|
(25,201
|
)
|
|||||
|
Changes in operating assets and liabilities
|
(106,050
|
)
|
(151,773
|
)
|
||||
|
Net cash provided by operating activities
|
359,435
|
317,792
|
||||||
|
Investing activities
|
||||||||
|
Purchase of property and equipment
|
(184,079
|
)
|
(172,175
|
)
|
||||
|
Proceeds from sale of property and equipment
|
1,034
|
472
|
||||||
|
Purchase of businesses, net of cash acquired
|
(5,003
|
)
|
-
|
|||||
|
Purchase of short-term investments
|
(82,166
|
)
|
(182,079
|
)
|
||||
|
Maturity of short-term investments
|
308,021
|
132,892
|
||||||
|
Other investing activities
|
(1,219
|
)
|
(199
|
)
|
||||
|
Net cash provided by (used in) investing activities
|
36,588
|
(221,089
|
)
|
|||||
|
Financing activities
|
||||||||
|
Proceeds from long-term borrowings
|
750,000
|
-
|
||||||
|
Repurchase of convertible senior notes due 2025
|
(386,745
|
)
|
-
|
|||||
|
Net payments on revolving credit facility
|
(42,000
|
)
|
-
|
|||||
|
Debt issuance costs
|
(26,547
|
)
|
-
|
|||||
|
Cash paid for capped call
|
(94,200
|
)
|
-
|
|||||
|
Dividends paid to common stockholders
|
(38,207
|
)
|
(39,433
|
)
|
||||
|
Dividends paid to Class B common stockholders
|
(3,629
|
)
|
(3,629
|
)
|
||||
|
Repurchase of common stock held in treasury
|
(57,661
|
)
|
(54,671
|
)
|
||||
|
Distributions to noncontrolling interests
|
(867
|
)
|
(741
|
)
|
||||
|
Cash withholding taxes paid when shares withheld for vested equity awards
|
(3,994
|
)
|
(2,123
|
)
|
||||
|
Net cash provided by (used in) financing activities
|
96,150
|
(100,597
|
)
|
|||||
|
Effect of exchange rate changes on cash and cash equivalents
|
(7,879
|
)
|
(35,222
|
)
|
||||
|
Net increase (decrease) in cash and cash equivalents
|
484,294
|
(39,116
|
)
|
|||||
|
Cash and cash equivalents at beginning of period
|
610,825
|
774,108
|
||||||
|
Cash and cash equivalents at end of period
|
$
|
1,095,119
|
$
|
734,992
|
||||
|
VISHAY INTERTECHNOLOGY, INC.
|
||||||||||||||||||||
|
Reconciliation of Adjusted Earnings Per Share
|
||||||||||||||||||||
|
(Unaudited - In thousands, except per share amounts)
|
||||||||||||||||||||
|
Fiscal quarters ended
|
Nine fiscal months ended
|
|||||||||||||||||||
|
September 30, 2023
|
July 1, 2023
|
October 1, 2022
|
September 30, 2023
|
October 1, 2022
|
||||||||||||||||
|
GAAP net earnings attributable to Vishay stockholders
|
$
|
65,529
|
$
|
95,038
|
$
|
140,061
|
$
|
272,348
|
$
|
356,022
|
||||||||||
|
Reconciling items affecting gross profit:
|
||||||||||||||||||||
|
Impact of the COVID-19 pandemic
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
6,661
|
||||||||||
|
Other reconciling items affecting operating income:
|
||||||||||||||||||||
|
Impact of the COVID-19 pandemic
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
546
|
||||||||||
|
Reconciling items affecting other income (expense):
|
||||||||||||||||||||
|
Loss on early extinguishment of debt
|
$
|
18,874
|
$
|
-
|
$
|
-
|
$
|
18,874
|
$
|
-
|
||||||||||
|
Reconciling items affecting tax expense (benefit):
|
||||||||||||||||||||
|
Effect of changes in uncertain tax positions
|
$
|
-
|
$
|
-
|
$
|
(5,941
|
)
|
$
|
-
|
$
|
(5,941
|
)
|
||||||||
|
Tax effects of pre-tax items above
|
(498
|
)
|
-
|
-
|
(498
|
)
|
(1,802
|
)
|
||||||||||||
|
Adjusted net earnings
|
$
|
83,905
|
$
|
95,038
|
$
|
134,120
|
$
|
290,724
|
$
|
355,486
|
||||||||||
|
Adjusted weighted average diluted shares outstanding
|
140,001
|
140,478
|
143,447
|
140,577
|
144,470
|
|||||||||||||||
|
Adjusted earnings per diluted share
|
$
|
0.60
|
$
|
0.68
|
$
|
0.93
|
$
|
2.07
|
$
|
2.46
|
||||||||||
|
VISHAY INTERTECHNOLOGY, INC.
|
||||||||||||||||||||
|
Reconciliation of Free Cash
|
||||||||||||||||||||
|
(Unaudited - In thousands)
|
||||||||||||||||||||
|
Fiscal quarters ended
|
Nine fiscal months ended
|
|||||||||||||||||||
|
September 30, 2023
|
July 1, 2023
|
October 1, 2022
|
September 30, 2023
|
October 1, 2022
|
||||||||||||||||
|
Net cash provided by operating activities
|
$
|
122,303
|
107,239
|
209,480
|
$
|
359,435
|
$
|
317,792
|
||||||||||||
|
Proceeds from sale of property and equipment
|
21
|
687
|
95
|
1,034
|
472
|
|||||||||||||||
|
Less: Capital expenditures
|
(66,829
|
)
|
(71,676
|
)
|
(76,475
|
)
|
(184,079
|
)
|
(172,175
|
)
|
||||||||||
|
Free cash
|
$
|
55,495
|
$
|
36,250
|
$
|
133,100
|
$
|
176,390
|
$
|
146,089
|
||||||||||
|
VISHAY INTERTECHNOLOGY, INC.
|
||||||||||||||||||||
|
Reconciliation of EBITDA and Adjusted EBITDA
|
||||||||||||||||||||
|
(Unaudited - In thousands)
|
||||||||||||||||||||
|
Fiscal quarters ended
|
Nine fiscal months ended
|
|||||||||||||||||||
|
September 30, 2023
|
July 1, 2023
|
October 1, 2022
|
September 30, 2023
|
October 1, 2022
|
||||||||||||||||
|
GAAP net earnings attributable to Vishay stockholders
|
$
|
65,529
|
$
|
95,038
|
$
|
140,061
|
$
|
272,348
|
$
|
356,022
|
||||||||||
|
Net earnings attributable to noncontrolling interests
|
426
|
377
|
502
|
1,211
|
1,260
|
|||||||||||||||
|
Net earnings
|
$
|
65,955
|
$
|
95,415
|
$
|
140,563
|
$
|
273,559
|
$
|
357,282
|
||||||||||
|
Interest expense
|
$
|
7,153
|
$
|
6,404
|
$
|
4,110
|
$
|
18,677
|
$
|
12,639
|
||||||||||
|
Interest income
|
(9,183
|
)
|
(6,292
|
)
|
(1,836
|
)
|
(21,419
|
)
|
(3,186
|
)
|
||||||||||
|
Income taxes
|
30,557
|
38,054
|
40,566
|
113,199
|
108,023
|
|||||||||||||||
|
Depreciation and amortization
|
46,216
|
44,393
|
40,334
|
133,910
|
121,301
|
|||||||||||||||
|
EBITDA
|
$
|
140,698
|
$
|
177,974
|
$
|
223,737
|
$
|
517,926
|
$
|
596,059
|
||||||||||
|
Reconciling items
|
||||||||||||||||||||
|
Impact of the COVID-19 pandemic
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
7,207
|
||||||||||
|
Loss on early extinguishment of debt
|
18,874
|
-
|
-
|
18,874
|
-
|
|||||||||||||||
|
Adjusted EBITDA
|
$
|
159,572
|
$
|
177,974
|
$
|
223,737
|
$
|
536,800
|
$
|
603,266
|
||||||||||
|
Adjusted EBITDA margin**
|
18.7
|
%
|
19.9
|
%
|
24.2
|
%
|
20.5
|
%
|
22.8
|
%
|
||||||||||
|
** Adjusted EBITDA as a percentage of net revenues
|
||||||||||||||||||||
Exhibit 99.2
Vishay Intertechnology to Acquire Nexperia’s Newport Wafer Fab for $177 million
Acquiring Newport Wafer Fab Intended to Accelerate Vishay’s SiC Production Plans
MALVERN, Pa. — November 8, 2023 — Vishay Intertechnology,
Inc. (NYSE: VSH) and Nexperia B.V. today announced that they have entered into an agreement that Vishay will acquire Nexperia’s wafer fabrication facility and operations
located in Newport, South Wales, U.K. for approximately $177 million in cash. ATREG, Inc., the Seattle-based premier global firm for initiating, brokering, and executing the exchange of semiconductor manufacturing assets, served as
Nexperia’s transaction advisors.
Newport Wafer Fab, located on 28 acres, is an automotive certified, 200mm semiconductor wafer fab that supplies primarily automotive markets. It is the largest semiconductor manufacturing site in the UK.
“Under new leadership in early 2023, Vishay set an ambitious goal of investing approximately $1.2 billion in capacity over a three-year period in order
to position the company to seize the opportunities created by the megatrends of e-mobility and sustainability needed for a Net Zero economy. While this transaction is supplemental to our capex investment strategy, adding Newport Wafer Fab to our
manufacturing footprint will be instrumental to achieving our goal of expanding capacity for our customers and to accelerating our SiC strategy,” said Joel Smejkal, President and CEO of Vishay.
“By agreeing to acquire Newport Wafer Fab, our goal is to safeguard the positions of the highly skilled and dedicated employees and to invest the
necessary capital to set up production for our SiC Trench MOSFETs and diodes. With its solid balance sheet and ample liquidity, Vishay will immediately bring stability and its reliable cash flow generation to ensure the facility becomes a fully
operational and profitable fab” added Mr. Smejkal.
“For Vishay, acquiring Newport Wafer Fab brings together our capacity expansion plans for our customers in automotive and industrial end markets as well
as the UK’s strategic goal of improved supply chain resilience. In addition to expanding capacity, we intend to collaborate with the Compound Semiconductor Cluster in South Wales and to join with key stakeholders committed to developing the
semiconductor industry in the UK including university and community partners in the UK and particularly South Wales,” concluded Mr. Smejkal. “We look forward to welcoming Newport Wafer Fab’s employees into Vishay and to partnering with local
authorities and the Welsh and UK Governments to both ensure long-term growth for the fab and deliver value to our customers and stockholders.”
Marc Zandman, Executive Chairman of the Board, Vishay said, “Vishay’s Board made a critical decision last year to pivot the company toward profitable
growth under new leadership, leveraging the company’s solid cash flow generation, sound operational capabilities and broad product portfolio. A key element of this strategic shift is the investment in technologies and incremental capacity to
position Vishay to capitalize on the megatrends in e-mobility and sustainability. Acquiring Newport Wafer Fab demonstrates Vishay’s commitment to executing this strategic shift, and to realizing improved returns for our stockholders.”
Toni Versluijs, Country Manager, Nexperia UK, stated: “Nexperia would have
preferred to continue the long-term strategy it implemented when it acquired the investment-starved fab in 2021 and provided for massive investments in equipment
and personnel. However, these investment plans have been cut short by the unexpected and wrongful divestment order made by the UK Government in November 2022. The
UK Government’s order, in combination with a weakness in the global semiconductor market, recently led us to announce the intention to reduce the number of employees at the site by at least 100. The site needs clarity about its future to avoid further losses, and today’s announcement provides this. Of all options, this agreement with
Vishay is the most viable one to secure the future of the site as Vishay – like Nexperia – has a solid customer base for the fab’s capabilities. For the site, Vishay’s commitment to further make the Newport Wafer Fab a success story is encouraging.
Nexperia’s position with regards to the UK Government’s order remains unchanged.”
The closing of Newport wafer fab transaction is subject to UK government review, the purchase rights of a third party, and customary closing conditions, and
is expected to occur in the first quarter of 2024.
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.
Headquartered in the Netherlands, Nexperia is a global semiconductor company with a rich European history and over 15,000 employees across Europe, Asia, and
the United States. As a leading expert, Nexperia designs, builds and delivers components that enable the basic functionality of virtually every commercial electronic design in the world – from automotive and industrial to mobile and consumer
applications. The company serves a global customer base, shipping more than 100 billion products annually. These products are recognized as benchmarks in efficiency – in process, size, power, and performance. Nexperia's commitment to innovation,
efficiency, sustainability, and stringent industry requirements is evident in its extensive IP portfolio, its expanding product range, and its certification to IATF 16949, ISO 9001, ISO 14001 and ISO 45001 standards.
Statements contained herein that relate to the Company's future performance,
including capital investment, capacity expansion and cash flow generation, 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,” “focus,” “intend,” “committed, “goal” 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 such material variations include: the timing of the Newport wafer fab acquisition; that the Newport wafer fab acquisition may not be consummated, including as a result of any
of the conditions precedent (including the failure to obtain any required approvals or consents, or the exercise of certain third party purchase rights); global market downturn conditions and volatilities impacting the completion of the acquisition; that the fab
will not be integrated successfully into the Company’s overall business; that the expected benefits of the acquisition may not be realized; that the fab’s standards, procedures and controls will not be brought into conformance within the Company’s
operation; difficulties in transitioning and retaining fab employees following the acquisition; difficulties in consolidating facilities and transferring processes and know-how; the diversion of our management’s attention from the management of our
current business; risks of foreign operations, including excessive operation costs, labor shortages, changes in tax rates; changes in foreign currency exchange rates; uncertainty related to the effects of changes in foreign currency exchange rates;
difficulties in new product development; changes in U.S. or foreign trade regulations and tariffs, and uncertainty regarding the same; changes in applicable domestic and foreign tax regulations, and uncertainty regarding the same; and other factors
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
Peter Henrici
Executive Vice President, Corporate Development
+1-610-644-1300
Nexperia B.V.
Hannes Van Raemdonck
Head of Advocacy & Alliances
Hannes.van.raemdonck@nexperia.com