UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported) August 3,
2010
| Vishay Intertechnology, Inc. | ||
| (Exact name of registrant as specified in its charter) | ||
| Delaware | 1-7416 | 38-1686453 | ||
| (State or other jurisdiction | (Commission | (I.R.S. Employer | ||
| of incorporation) | File Number) | Identification No.) |
| 63 Lancaster Avenue | ||
| Malvern, PA 19355 | 19355-2143 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code
610-644-1300
| (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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| o | 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 3, 2010,
Vishay Intertechnology, Inc. (“the Company”) issued a press release announcing
its financial results for the fiscal quarter and six fiscal months ended July 3,
2010. A copy of the press release is attached as Exhibit 99.1 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 fiscal quarter of
2010.
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 Financial Accounting
Standards Board (“FASB”) ASC Topic 260, Earnings Per Share
(“FASB ASC Topic 260”). 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.
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 FASB ASC Topic 260. 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.
The following estimates
of shares expected to be used in the calculation of diluted EPS 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.
2
The following estimates
of shares expected to be used in the calculation of diluted EPS 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 fiscal quarter of 2010. 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 fiscal
quarter of 2010:
- The Company has approximately 187
million shares issued and outstanding, including shares of common stock and
class B common stock.
- 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.
- The Company’s exchangeable unsecured notes due 2102 are dilutive at quarterly earnings levels in excess of approximately $3 million. The exchangeable unsecured notes are exchangeable for approximately 6 million shares. Quarterly interest, net of tax, is approximately $0.1 million.
Item 8.01 – Other Events
In preparation for the
spin-off of Vishay Precision Group, Inc., (“VPG”) which was completed in the
third fiscal quarter on July 6, 2010, the Company realigned its reportable
business segments structure to be consistent with changes made to its management
reporting. The changes made to management reporting included separating the
former Semiconductors reporting segment into MOSFETs, Diodes, and Optoelectronic
Components and separating the former Passive Components reporting segment into
Resistors and Inductors, Capacitors, and Vishay Precision Group. The changes
were necessary due to the former Passive Components segment no longer being
comparable after the completion of the spin-off of VPG, the need for discrete
information regarding VPG, and due to the increased interest of management and
outside investors in more discrete financial information. Effective beginning in
the second fiscal quarter of 2010, the chief operating decision maker began
making strategic and operating decisions with regards to assessing performance
and allocating resources based on this new segment structure. Following the
completion of the spin-off in the third fiscal quarter, we will have five
reporting segments.
3
The Company evaluates
business segment performance on operating income, exclusive of certain items
(“segment operating income”). Beginning in the second fiscal quarter of 2010,
the Company changed its definition of segment operating income to exclude such
costs as global operations, sales and marketing, information systems, finance
and administration groups. These costs are managed by executives that report to
the chief operating decision maker and were formerly included in segment
operating income. Only dedicated, direct selling, general, and administrative
expenses of the segments are included in the calculation of segment operating
income. Additionally, management has always evaluated segment performance
excluding items such as restructuring and severance costs, asset write-downs,
goodwill and indefinite-lived intangible asset impairments, inventory
write-downs, gains or losses on purchase commitments, and other
items.
The Company has prepared
the selected financial data presented in Exhibit 99.2 to provide certain
historical business segment financial information for comparative purposes,
reflecting the segment realignment executed in the second fiscal quarter of
2010. The business segment realignment had no effect on our previously reported
consolidated financial position, results of operations, or
liquidity.
Item 9.01 – Financial Statements and
Exhibits
(d)
Exhibits
| Exhibit No. | Description | ||
| 99.1 | Press release dated August 3, 2010 | ||
| 99.2 | Selected Financial Data reflecting the business segment realignment | ||
4
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 3, 2010
| VISHAY INTERTECHNOLOGY, INC. | |||
| By: | /s/ Lior E. Yahalomi | ||
| Name: Dr. Lior E. Yahalomi | |||
| Title: Executive Vice President and | |||
| Chief Financial Officer | |||
5
Exhibit 99.1
VISHAY REPORTS RESULTS FOR SECOND QUARTER
2010
- Revenues for Q2 2010 were $701.7
million, 9.6% higher than for Q1 2010
- EPS of $0.40 for Vishay including
VPG compared to EPS of $0.24 for the previous quarter
- Board decision to limit any
post-acquisition debt/EBITDA ratio to 2.5x
-
Cash from operations YTD was $177.6 million and capital expenditures were $49.2 million
MALVERN, PENNSYLVANIA – August 3, 2010 – 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 revenues for the fiscal quarter ended July 3, 2010 were $701.7 million,
compared to $460.3 million for the fiscal quarter ended June 27, 2009. The net
income attributable to Vishay stockholders for the fiscal quarter ended July 3,
2010 was $76.7 million, or $0.40 per diluted share, compared to a net loss
attributable to Vishay stockholders of $(58.9) million, or $(0.32) per share for
the fiscal quarter ended June 27, 2009.
Revenues for the six
fiscal months ended July 3, 2010 were $1,342.1 million, compared to $909.8
million for the six fiscal months ended June 27, 2009. The net income
attributable to Vishay stockholders for the six fiscal months ended July 3, 2010
was $122.1 million, or $0.63 per diluted share, compared to a net loss
attributable to Vishay stockholders of $(88.0) million, or $(0.47) per share for
the six fiscal months ended June 27, 2009.
Net earnings (loss)
from continuing operations attributable to Vishay stockholders include various
items affecting comparability, as listed on the attached reconciliation
schedule. There were no such reconciling items for the fiscal quarter or six
fiscal months ended July 3, 2010. Adjusted net earnings (loss) per share, which
excludes these items, was $(0.10) and $(0.18) respectively for the fiscal
quarter and six fiscal months ended June 27, 2009.
On July 6, 2010,
Vishay Intertechnology successfully completed the spin-off of Vishay Precision
Group, Inc. (“VPG”) to its stockholders as an independently, publicly-traded
company. Until July 6, 2010, VPG was part of Vishay Intertechnology and its
assets, liabilities, results of operations, and cash flows are included in the
amounts reported in the consolidated financial statements through the date of
the spin-off, including as of and for the fiscal periods ending July
3, 2010, discussed above and
presented on the accompanying tables. Net earnings of VPG, included in the
results of Vishay Intertechnology, were $4.0 million for the second quarter of
2010.
Page 1 of 10
Commenting on the
results for the second quarter 2010, Dr. Paul stated, “In the second quarter
2010, our sales reached close to pre-crisis levels while orders stabilized on
higher than pre-crisis levels. Inventories in the supply chain are still very
low. Inventory turns at distribution reached record levels. In the quarter, all
regions and all end markets remained strong to over-heated, in particular
netbook, consumer and fixed telecom. Automotive showed a strong
recovery.”
Dr. Paul continued,
“The second quarter 2010 demonstrated that Vishay has fundamentally improved its
earnings power: at close to pre-crisis levels of sales our operating margin and
EPS have more than doubled. While we are currently enjoying excellent market
conditions, we believe in ongoing and lasting measures for expansion and cost
reduction. Thinking long-term we will not invest in manufacturing capacities in
order to follow every spike of demand.”
Dr. Paul concluded,
“The results of the second quarter 2010 and the previous quarter demonstrate
that Vishay has, after three challenging years, successfully re-focused on
profitability. We are positioned to reach new levels of profitability as sales
return to pre-crisis levels.”
Commenting on the
outlook for the third quarter 2010 Dr. Paul stated, “Based on our backlog and
increasing manufacturing capacities, we anticipate revenues of between $650 to
$690 million at slightly improved results. Our guidance obviously excludes
revenues of VPG subsequent to the spin-off.”
Commenting on the
Company's spin-off, R&D and acquisition activities, Dr. Felix Zandman,
Executive Chairman of the Board and Chief Technical and Business Development
Officer, stated, "I believe that our successful completion of the spin-off of
Vishay Precision Group as an independent company is a natural evolution, which
will enable each company to more effectively execute strategies and allocate
resources and that will create value for stockholders of both companies.
Already, as of today, the combined market capitalization of both companies is
significantly in excess of the market capitalization of Vishay Intertechnology
prior to the spinoff.”
Dr. Zandman
continued, “Our R&D activities progress as planned. We are working closely
with our customers to support them with the components required for their new
products.”
Dr. Zandman
concluded, “Based on our strong generation of free cash and the resulting
continuous strengthening of our balance sheet, we are now again actively
pursuing acquisitions. As previously announced, we are targeting small to
mid-size companies. At the same time in order to limit our financial exposure,
the Board has refined the Company’s acquisition policy. We will not pursue
acquisitions if our post-acquisition debt would exceed 2.5x our pro forma
EBITDA. For these purposes, we will calculate pro forma EBITDA to be Vishay’s
EBITDA for the four quarters preceding the acquisition plus the adjusted EBITDA
of the target for the same quarters. The adjustment is for the expected savings,
predominantly through synergies. At this point, we have no concrete targets for
a larger acquisition.”
Page 2 of 10
Following the
spin-off, Vishay Intertechnology retains no ownership interest in VPG; however,
Vishay Intertechnology will not restate prior financial statements to present
VPG as a “discontinued operation” for US GAAP purposes because of continuing
involvement, such as common board members and trademark licenses.
Additionally, the
Company has realigned its US GAAP reportable segments, segregating VPG into its
own segment, as detailed in a current report on Form 8-K to be filed with the
U.S. Securities and Exchange Commission this morning. This Form 8-K should
assist users of financial data in the analysis of Vishay Intertechnology
including and excluding VPG, and will be available on the SEC EDGAR website and
the Investor Relations section of the Vishay website at http://ir.vishay.com.
A conference call to
discuss second quarter financial results is scheduled for Tuesday, August 3,
2010 at 9:00 AM ET. 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 #87060805.
There will be a
replay of the conference call from 10:30 AM ET on Tuesday, August 3, 2010
through 11:59 PM ET on Sunday, August 8, 2010. 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 #87060805.
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,
MOSFETs, and infrared optoelectronics) and passive electronic components
(resistors, inductors, and capacitors). These components are used in virtually
all types of electronic devices and equipment, in the industrial, computing,
automotive, consumer, telecommunications, military, aerospace, power supplies,
and medical markets. Vishay’s product innovations, successful acquisition
strategy, and "one-stop shop" service have made it a global industry leader.
Vishay can be found on the Internet at www.vishay.com.
Page 3 of 10
This press release
includes certain financial measures which are not recognized in accordance with
generally accepted accounting principles (“GAAP”), including adjusted net
earnings (loss) and adjusted net earnings (loss) per share. These non-GAAP
measures should not be viewed as an alternative to GAAP measures of performance.
Non-GAAP measures such as adjusted net earnings (loss) and adjusted net earnings
(loss) per share 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 these measures are meaningful to investors
because they provide insight with respect to intrinsic operating results of the
Company. Reconciling items to
arrive at adjusted net earnings represent significant charges or credits that
are important to an understanding to the Company’s intrinsic operations. These
reconciling items are indicated on the accompanying reconciliation schedule 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 statements
with respect to forecasted revenues, margins, cash generation and acquisition
activity, and the general state of the Company, 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 the pace
and continuation of recovery in the worldwide economy; difficulties in
implementing our cost reduction strategies; changes in foreign currency exchange
rates; competition and technological changes in our industries; difficulties in
new product development; difficulties in identifying suitable acquisition
candidates and consummating a transaction on terms which we consider acceptable;
and other factors affecting our operations that are set forth in our Annual
Report on Form 10-K for the year ended December 31, 2009 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.
CONTACT: Dr. Lior E.
Yahalomi, Executive Vice President and Chief Financial Officer, or Peter G.
Henrici, Senior Vice President Corporate Communications, both of Vishay
Intertechnology, Inc., +1-610-644-1300.
Page 4 of
10
VISHAY
INTERTECHNOLOGY, INC.
Summary of Operations
(Unaudited - In thousands except earnings per share)
Summary of Operations
(Unaudited - In thousands except earnings per share)
| Fiscal quarters ended | ||||||||||||
| July 3, | April 3, | June 27, | ||||||||||
| 2010 | 2010 | 2009 | ||||||||||
| Net revenues | $ | 701,655 | $ | 640,460 | $ | 460,258 | ||||||
| Costs of products sold | 491,062 | 473,447 | 381,484 | |||||||||
| Gross profit | 210,593 | 167,013 | 78,774 | |||||||||
| Gross margin | 30.0% | 26.1% | 17.1% | |||||||||
| Selling, general, and administrative expenses | 109,266 | 101,888 | 83,752 | |||||||||
| Restructuring and severance costs | - | - | 12,090 | |||||||||
| Settlement agreement gain | - | - | (28,195 | ) | ||||||||
| Executive employment agreement charge | - | - | 57,824 | |||||||||
| Operating income (loss) | 101,327 | 65,125 | (46,697 | ) | ||||||||
| Operating margin | 14.4% | 10.2% | -10.1% | |||||||||
| Other income (expense): | ||||||||||||
| Interest expense | (2,400 | ) | (2,434 | ) | (2,787 | ) | ||||||
| Other | 5,956 | 44 | (5,510 | ) | ||||||||
| Total other income (expense) - net | 3,556 | (2,390 | ) | (8,297 | ) | |||||||
| Income (loss) before taxes | 104,883 | 62,735 | (54,994 | ) | ||||||||
| Income taxes | 27,918 | 17,096 | 3,715 | |||||||||
| Net earnings (loss) | 76,965 | 45,639 | (58,709 | ) | ||||||||
| Less: net earnings attributable to noncontrolling interests | 306 | 219 | 156 | |||||||||
| Net earnings (loss) attributable to Vishay stockholders | $ | 76,659 | $ | 45,420 | $ | (58,865 | ) | |||||
| Basic earnings (loss) per share attributable to Vishay stockholders | $ | 0.41 | $ | 0.24 | $ | (0.32 | ) | |||||
| Diluted earnings (loss) per share attributable to Vishay stockholders | $ | 0.40 | $ | 0.24 | $ | (0.32 | ) | |||||
| Weighted average shares outstanding - basic | 186,667 | 186,641 | 186,586 | |||||||||
| Weighted average shares outstanding - diluted | 193,084 | 193,067 | 186,586 | |||||||||
Page 5 of
10
VISHAY INTERTECHNOLOGY,
INC.
Summary of Operations
(Unaudited - In thousands except earnings per share)
Summary of Operations
(Unaudited - In thousands except earnings per share)
| Six fiscal months ended | |||||||
| July 3, | June 27, | ||||||
| 2010 | 2009 | ||||||
| Net revenues | $ | 1,342,115 | $ | 909,769 | |||
| Costs of products sold | 964,509 | 762,971 | |||||
| Gross profit | 377,606 | 146,798 | |||||
| Gross margin | 28.1% | 16.1% | |||||
| Selling, general, and administrative expenses | 211,154 | 171,206 | |||||
| Restructuring and severance costs | - | 31,023 | |||||
| Settlement agreement gain | - | (28,195 | ) | ||||
| Executive employment agreement charge | - | 57,824 | |||||
| Operating income (loss) | 166,452 | (85,060 | ) | ||||
| Operating margin | 12.4% | -9.3% | |||||
| Other income (expense): | |||||||
| Interest expense | (4,834 | ) | (5,651 | ) | |||
| Other | 6,000 | 7,373 | |||||
| Total other income (expense) - net | 1,166 | 1,722 | |||||
| Income (loss) before taxes | 167,618 | (83,338 | ) | ||||
| Income taxes | 45,014 | 4,425 | |||||
| Net earnings (loss) | 122,604 | (87,763 | ) | ||||
| Less: net earnings attributable to noncontrolling interests | 525 | 229 | |||||
| Net earnings (loss) attributable to Vishay stockholders | $ | 122,079 | $ | (87,992 | ) | ||
| Basic earnings (loss) per share attributable to Vishay stockholders | $ | 0.65 | $ | (0.47 | ) | ||
| Diluted earnings (loss) per share attributable to Vishay stockholders | $ | 0.63 | $ | (0.47 | ) | ||
| Weighted average shares outstanding - basic | 186,654 | 186,572 | |||||
| Weighted average shares outstanding - diluted | 193,076 | 186,572 | |||||
Page 6 of 10
VISHAY INTERTECHNOLOGY,
INC.
Consolidated Condensed Balance Sheets
(In thousands)
Consolidated Condensed Balance Sheets
(In thousands)
| July 3, | December 31, | ||||||
| 2010 | 2009 | ||||||
| (unaudited) | |||||||
| Assets | |||||||
| Current assets: | |||||||
| Cash and cash equivalents | $ | 674,581 | $ | 579,189 | |||
| Accounts receivable, net | 359,588 | 284,295 | |||||
| Inventories: | |||||||
| Finished goods | 116,922 | 119,723 | |||||
| Work in process | 197,051 | 192,206 | |||||
| Raw materials | 135,753 | 122,940 | |||||
| Total inventories | 449,726 | 434,869 | |||||
| Deferred income taxes | 16,935 | 16,781 | |||||
| Prepaid expenses and other current assets | 103,166 | 92,409 | |||||
| Total current assets | 1,603,996 | 1,407,543 | |||||
| Property and equipment, at cost: | |||||||
| Land | 94,834 | 98,623 | |||||
| Buildings and improvements | 503,178 | 528,438 | |||||
| Machinery and equipment | 2,044,985 | 2,126,226 | |||||
| Construction in progress | 47,030 | 36,193 | |||||
| Allowance for depreciation | (1,762,766 | ) | (1,779,224 | ) | |||
| 927,261 | 1,010,256 | ||||||
| Intangible assets, net | 138,301 | 153,623 | |||||
| Other assets | 111,544 | 148,124 | |||||
| Total assets | $ | 2,781,102 | $ | 2,719,546 | |||
Page 7 of 10
VISHAY INTERTECHNOLOGY,
INC.
Consolidated Condensed Balance Sheets (continued)
(In thousands)
Consolidated Condensed Balance Sheets (continued)
(In thousands)
| July 3, | December 31, | ||||||
| 2010 | 2009 | ||||||
| (unaudited) | |||||||
| Liabilities and stockholders' equity | |||||||
| Current liabilities: | |||||||
| Notes payable to banks | $ | 572 | $ | 24 | |||
| Trade accounts payable | 134,001 | 118,216 | |||||
| Payroll and related expenses | 109,535 | 87,566 | |||||
| Other accrued expenses | 185,469 | 162,083 | |||||
| Income taxes | 37,087 | 23,558 | |||||
| Current portion of long-term debt | 78,370 | 16,054 | |||||
| Total current liabilities | 545,034 | 407,501 | |||||
| Long-term debt less current portion | 243,607 | 320,052 | |||||
| Deferred income taxes | 18,281 | 13,062 | |||||
| Deferred grant income | 2,296 | 2,526 | |||||
| Other liabilities | 134,226 | 152,874 | |||||
| Accrued pension and other postretirement costs | 277,255 | 301,930 | |||||
| Total liabilities | 1,220,699 | 1,197,945 | |||||
| Equity: | |||||||
| Vishay stockholders' equity | |||||||
| Common stock | 17,229 | 17,228 | |||||
| Class B convertible common stock | 1,435 | 1,435 | |||||
| Capital in excess of par value | 2,318,953 | 2,317,613 | |||||
| Retained earnings (accumulated deficit) | (800,726 | ) | (922,805 | ) | |||
| Accumulated other comprehensive income | 18,348 | 102,975 | |||||
| Total Vishay stockholders' equity | 1,555,239 | 1,516,446 | |||||
| Noncontrolling interests | 5,164 | 5,155 | |||||
| Total equity | 1,560,403 | 1,521,601 | |||||
| Total liabilities and equity | $ | 2,781,102 | $ | 2,719,546 | |||
Page 8 of 10
VISHAY INTERTECHNOLOGY,
INC.
Consolidated Condensed
Statements of Cash Flows
(Unaudited - In
thousands)
| Six fiscal months ended | |||||||
| July 3, | June 27, | ||||||
| 2010 | 2009 | ||||||
| Continuing operating activities | |||||||
| Net earnings (loss) | $ | 122,604 | $ | (87,763 | ) | ||
| Adjustments to reconcile net earnings (loss) to | |||||||
| net cash provided by continuing operating activities: | |||||||
| Depreciation and amortization | 99,262 | 110,416 | |||||
| (Gain) loss on disposal of property and equipment | (92 | ) | 239 | ||||
| Inventory write-offs for obsolescence | 10,853 | 14,089 | |||||
| Deferred grant income | (313 | ) | (367 | ) | |||
| Other | 13,436 | (8,980 | ) | ||||
| Changes in operating assets and liabilities, | |||||||
| net of effects of businesses acquired | (68,199 | ) | 41,307 | ||||
| Net cash provided by continuing operating activities | 177,551 | 68,941 | |||||
| Continuing investing activities | |||||||
| Purchase of property and equipment | (49,193 | ) | (18,266 | ) | |||
| Proceeds from sale of property and equipment | 590 | 512 | |||||
| Purchase of businesses, net of cash acquired or refunded | - | 28,195 | |||||
| Proceeds from loans receivable | 15,000 | - | |||||
| Other investing activities | - | 150 | |||||
| Net cash (used in) provided by continuing investing activities | (33,603 | ) | 10,591 | ||||
| Continuing financing activities | |||||||
| Principal payments on long-term debt and capital lease obligations | (14,129 | ) | (15,069 | ) | |||
| Proceeds of long-term debt | - | 15,000 | |||||
| Debt issuance costs | (456 | ) | - | ||||
| Net changes in short-term borrowings | 554 | (10,660 | ) | ||||
| Distributions to noncontrolling interests | (516 | ) | (116 | ) | |||
| Net cash used in continuing financing activities | (14,547 | ) | (10,845 | ) | |||
| Effect of exchange rate changes on cash and cash equivalents | (33,927 | ) | 4,077 | ||||
| Net increase in cash and cash equivalents | |||||||
| from continuing activities | 95,474 | 72,764 | |||||
| Net cash used by discontinued operating activities | (82 | ) | (3,187 | ) | |||
| Net cash provided by discontinued investing activities | - | - | |||||
| Net cash used by discontinued financing activities | - | - | |||||
| Net cash used by discontinued operations | (82 | ) | (3,187 | ) | |||
| Net increase in cash and cash equivalents | 95,392 | 69,577 | |||||
| Cash and cash equivalents at beginning of period | 579,189 | 324,164 | |||||
| Cash and cash equivalents at end of period | $ | 674,581 | $ | 393,741 | |||
Page 9
of 10
VISHAY INTERTECHNOLOGY,
INC.
Reconciliation of
Adjusted Earnings (Loss) Per Share
(Unaudited - In
thousands except earnings per share)
| Fiscal quarters ended | Six fiscal months ended | |||||||||||||||
| July 3, | April 3, | June 27, | July 3, | June 27, | ||||||||||||
| 2010 | 2010 | 2009 | 2010 | 2009 | ||||||||||||
| GAAP net earnings (loss) attributable to Vishay stockholders | $ | 76,659 | $ | 45,420 | $ | (58,865 | ) | $ | 122,079 | $ | (87,992 | ) | ||||
| Reconciling items affecting operating margin: | ||||||||||||||||
| Restructuring and severance costs | $ | - | $ | - | $ | 12,090 | $ | - | $ | 31,023 | ||||||
| Settlement agreement gain | - | - | (28,195 | ) | - | (28,195 | ) | |||||||||
| Executive employment agreement charge | - | - | 57,824 | - | 57,824 | |||||||||||
| Reconciling items affecting tax expense (benefit): | ||||||||||||||||
| Tax effects of items above and other one-time tax expense (benefit) | $ | - | $ | - | $ | (1,303 | ) | $ | - | $ | (5,737 | ) | ||||
| Adjusted net earnings (loss) | $ | 76,659 | $ | 45,420 | $ | (18,449 | ) | $ | 122,079 | $ | (33,077 | ) | ||||
| Adjusted weighted average diluted shares outstanding | 193,084 | 193,067 | 186,586 | 193,076 | 186,572 | |||||||||||
| Adjusted earnings (loss) per diluted share * | $ | 0.40 | $ | 0.24 | $ | (0.10 | ) | $ | 0.63 | $ | (0.18 | ) | ||||
* Includes add-back of
interest on exchangeable notes in periods where the notes are
dilutive.
Page 10
of 10
Exhibit 99.2
Vishay
Intertechnology, Inc.
Introduction
In preparation for the
spin-off of Vishay Precision Group, Inc., (“VPG”) which was completed in the
third fiscal quarter on July 6, 2010, the Company realigned its reportable
business segments structure to be consistent with changes made to its management
reporting. The changes made to management reporting included separating the
former Semiconductors reporting segment into MOSFETs, Diodes, and Optoelectronic
Components and separating the former Passive Components reporting segment into
Resistors and Inductors, Capacitors, and Vishay Precision Group. The changes
were necessary due to the former Passive Components segment no longer being
comparable after the completion of the spin-off of VPG, the need for discrete
information regarding VPG, and due to the increased interest of management and
outside investors in more discrete financial information. Effective beginning in
the second fiscal quarter of 2010, the chief operating decision maker began
making strategic and operating decisions with regards to assessing performance
and allocating resources based on this new segment structure. Following the
completion of the spin-off in the third fiscal quarter, we will have five
reporting segments.
The Company evaluates
business segment performance on operating income, exclusive of certain items
(“segment operating income”). Beginning in the second fiscal quarter of 2010,
the Company changed its definition of segment operating income to exclude such
costs as global operations, sales and marketing, information systems, finance
and administration groups. These costs are managed by executives that report to
the chief operating decision maker and were formerly included in segment
operating income. Only dedicated, direct selling, general, and administrative
expenses of the segments are included in the calculation of segment operating
income. Additionally, management has always evaluated segment performance
excluding items such as restructuring and severance costs, asset write-downs,
goodwill and indefinite-lived intangible asset impairments, inventory
write-downs, gains or losses on purchase commitments, and other items.
Management believes that evaluating segment performance excluding such items is
meaningful because it provides insight with respect to intrinsic operating
results of the Company. These items represent reconciling items between segment
operating income and consolidated operating income. Business segment assets are
the owned or allocated assets used by each business.
The accompanying
selected financial data are unaudited and do not include all information and
footnotes necessary for presentation of financial position, results of
operations, and cash flows required by accounting principles generally accepted
in the United States for complete financial statements. The selected financial
data should be read in conjunction with the consolidated financial statements
and notes thereto filed with the Company’s Annual Report on Form 10-K for the
year ended December 31, 2009 and the Company’s Quarterly Reports on Form 10-Q
for the fiscal quarters ended March 28, 2009, June 27, 2009, September 26, 2009,
and April 3, 2010.
- 1 -
VISHAY INTERTECHNOLOGY, INC.
Selected Segment Information
as recast to reflect the business segment realignment
(Unaudited - in thousands)
Selected Segment Information
as recast to reflect the business segment realignment
(Unaudited - in thousands)
| Optoelectronic | Resistors & | Vishay Precision | |||||||||||||||||||
| MOSFETs | Diodes | Components | Inductors | Capacitors | Group | Total | |||||||||||||||
| Fiscal quarter ended July 3, 2010: | |||||||||||||||||||||
| Product sales | $ | 153,207 | $ | 151,026 | $ | 57,657 | $ | 151,941 | $ | 133,346 | $ | 52,914 | $ | 700,091 | |||||||
| Royalty revenues | 48 | - | 27 | 1,489 | - | - | $ | 1,564 | |||||||||||||
| Total revenue | $ | 153,255 | $ | 151,026 | $ | 57,684 | $ | 153,430 | $ | 133,346 | $ | 52,914 | $ | 701,655 | |||||||
| Gross Margin | $ | 46,887 | $ | 35,865 | $ | 20,288 | $ | 54,886 | $ | 32,685 | $ | 19,982 | $ | 210,593 | |||||||
| Six fiscal months ended July 3, 2010: | |||||||||||||||||||||
| Product Sales | $ | 280,831 | $ | 291,272 | $ | 116,053 | $ | 299,398 | $ | 250,677 | $ | 101,089 | $ | 1,339,320 | |||||||
| Royalty Revenues | 48 | - | 60 | 2,687 | - | - | $ | 2,795 | |||||||||||||
| Total Revenue | $ | 280,879 | $ | 291,272 | $ | 116,113 | $ | 302,085 | $ | 250,677 | $ | 101,089 | $ | 1,342,115 | |||||||
| Gross Margin | $ | 73,905 | $ | 63,511 | $ | 39,944 | $ | 106,806 | $ | 56,410 | $ | 37,030 | $ | 377,606 | |||||||
| Fiscal quarter ended | Six fiscal months ended | |||||||
| July 3, 2010 | July 3, 2010 | |||||||
| Operating margin reconciliation: | ||||||||
| MOSFETs | $ | 37,864 | $ | 56,154 | ||||
| Diodes | 30,121 | 51,956 | ||||||
| Optoelectronic Components | 17,454 | 34,115 | ||||||
| Resistors & Inductors | 48,497 | 93,737 | ||||||
| Capacitors | 27,111 | 44,873 | ||||||
| Vishay Precision Group | 10,871 | 18,949 | ||||||
| Unallocated Selling, General, and Administrative Expenses | (70,591 | ) | (133,332 | ) | ||||
| Consolidated Operating Income (Loss) | $ | 101,327 | $ | 166,452 | ||||
- 2 -
VISHAY
INTERTECHNOLOGY, INC.
Selected Segment Information
as recast to reflect the business segment realignment
(Unaudited - in thousands)
Selected Segment Information
as recast to reflect the business segment realignment
(Unaudited - in thousands)
| Optoelectronic | Resistors & | Vishay Precision | ||||||||||||||||||
| MOSFETs | Diodes | Components | Inductors | Capacitors | Group | Total | ||||||||||||||
| Fiscal quarter ended April 3, 2010: | ||||||||||||||||||||
| Product sales | $ | 127,624 | $ | 140,246 | $ | 58,396 | $ | 147,457 | $ | 117,331 | $ | 48,175 | $ | 639,229 | ||||||
| Royalty revenues | - | - | 33 | 1,198 | - | - | $ | 1,231 | ||||||||||||
| Total revenue | $ | 127,624 | $ | 140,246 | $ | 58,429 | $ | 148,655 | $ | 117,331 | $ | 48,175 | $ | 640,460 | ||||||
| Gross Margin | $ | 27,018 | $ | 27,646 | $ | 19,656 | $ | 51,920 | $ | 23,725 | $ | 17,048 | $ | 167,013 | ||||||
| Fiscal quarter ended | ||||
| April 3, 2010 | ||||
| Operating margin reconciliation: | ||||
| MOSFETs | $ | 18,290 | ||
| Diodes | 21,835 | |||
| Optoelectronic Components | 16,661 | |||
| Resistors & Inductors | 45,240 | |||
| Capacitors | 17,762 | |||
| Vishay Precision Group | 8,078 | |||
| Unallocated Selling, General, and Administrative Expenses | (62,741 | ) | ||
| Consolidated Operating Income (Loss) | $ | 65,125 | ||
- 3 -
VISHAY
INTERTECHNOLOGY, INC.
Selected Segment Information
as recast to reflect the business segment realignment
(Unaudited - in thousands)
Selected Segment Information
as recast to reflect the business segment realignment
(Unaudited - in thousands)
| Optoelectronic | Resistors & | Vishay Precision | ||||||||||||||||||||||
| MOSFETs | Diodes | Components | Inductors | Capacitors | Group | Corporate / Other | Total | |||||||||||||||||
| Year ended December 31, 2009: | ||||||||||||||||||||||||
| Product sales | $ | 427,110 | $ | 410,415 | $ | 167,317 | $ | 438,600 | $ | 420,890 | $ | 171,991 | $ | - | $ | 2,036,323 | ||||||||
| Royalty revenues | 71 | - | 13 | 5,626 | - | - | - | $ | 5,710 | |||||||||||||||
| Total revenue | $ | 427,181 | $ | 410,415 | $ | 167,330 | $ | 444,226 | $ | 420,890 | $ | 171,991 | $ | - | $ | 2,042,033 | ||||||||
| Gross Margin | $ | 57,280 | $ | 51,361 | $ | 37,180 | $ | 109,093 | $ | 80,533 | $ | 52,714 | $ | - | $ | 388,161 | ||||||||
| Depreciation expense | 58,762 | 38,638 | 14,757 | 38,392 | 46,684 | 8,446 | 330 | $ | 206,009 | |||||||||||||||
| Interest expense (income) | 23 | 93 | 172 | (27 | ) | 934 | 69 | 9,057 | $ | 10,321 | ||||||||||||||
| Capital expenditures | 10,309 | 12,474 | 3,453 | 11,126 | 10,567 | 2,181 | 230 | $ | 50,340 | |||||||||||||||
| Total Assets as of December 31, 2009: | 566,952 | 522,080 | 132,065 | 572,076 | 668,271 | 209,779 | 48,323 | $ | 2,719,546 | |||||||||||||||
- 4 -
| Year ended | ||||
| December 31, 2009 | ||||
| Operating margin reconciliation: | ||||
| MOSFETs | $ | 25,434 | ||
| Diodes | 31,275 | |||
| Optoelectronic Components | 24,441 | |||
| Resistors & Inductors | 85,406 | |||
| Capacitors | 60,480 | |||
| Vishay Precision Group | 22,510 | |||
| Unallocated Selling, General, and Administrative Expenses | (220,547 | ) | ||
| Restructuring and severance Costs | (37,874 | ) | ||
| Asset write-downs | (681 | ) | ||
| Settlement agreement gain | 28,195 | |||
| Executive employment agreement charge | (57,824 | ) | ||
| Consolidated Operating Income (Loss) | $ | (39,185 | ) | |
| Restructuring and severance costs: | ||||
| MOSFETs | $ | 8,017 | ||
| Diodes | 4,707 | |||
| Optoelectronic Components | 2,755 | |||
| Resistors & Inductors | 9,374 | |||
| Capacitors | 5,353 | |||
| Vishay Precision Group | 2,048 | |||
| Unallocated Selling, General, and Administrative Expenses | 5,620 | |||
| $ | 37,874 | |||
| Asset write-downs: | ||||
| MOSFETs | $ | - | ||
| Diodes | 681 | |||
| Optoelectronic Components | - | |||
| Resistors & Inductors | - | |||
| Capacitors | - | |||
| Vishay Precision Group | - | |||
| $ | 681 | |||
- 5 -
VISHAY
INTERTECHNOLOGY, INC.
Selected Segment Information
as recast to reflect the business segment realignment
(Unaudited - in thousands)
Selected Segment Information
as recast to reflect the business segment realignment
(Unaudited - in thousands)
| Optoelectronic | Resistors & | Vishay Precision | ||||||||||||||||||
| MOSFETs | Diodes | Components | Inductors | Capacitors | Group | Total | ||||||||||||||
| Fiscal quarter ended September 26, 2009: | ||||||||||||||||||||
| Product sales | $ | 123,003 | $ | 110,408 | $ | 43,320 | $ | 106,768 | $ | 100,973 | $ | 40,105 | $ | 524,577 | ||||||
| Royalty revenues | 14 | - | - | 713 | - | - | $ | 727 | ||||||||||||
| Total revenue | $ | 123,017 | $ | 110,408 | $ | 43,320 | $ | 107,481 | $ | 100,973 | $ | 40,105 | $ | 525,304 | ||||||
| Gross Margin | $ | 18,485 | $ | 16,860 | $ | 10,281 | $ | 25,316 | $ | 20,745 | $ | 12,680 | $ | 104,367 | ||||||
| Nine fiscal months ended September 26, 2009: | ||||||||||||||||||||
| Product sales | $ | 302,762 | $ | 282,041 | $ | 118,200 | $ | 305,030 | $ | 298,483 | $ | 125,143 | $ | 1,431,659 | ||||||
| Royalty revenues | 71 | - | 13 | 3,330 | - | - | $ | 3,414 | ||||||||||||
| Total revenue | $ | 302,833 | $ | 282,041 | $ | 118,213 | $ | 308,360 | $ | 298,483 | $ | 125,143 | $ | 1,435,073 | ||||||
| Gross Margin | $ | 34,439 | $ | 32,232 | $ | 24,894 | $ | 67,171 | $ | 54,719 | $ | 37,710 | $ | 251,165 | ||||||
| Fiscal quarter ended | Nine fiscal months ended | |||||||
| September 26, 2009 | September 26, 2009 | |||||||
| Operating margin reconciliation: | ||||||||
| MOSFETs | $ | 10,331 | $ | 10,793 | ||||
| Diodes | 11,920 | 17,588 | ||||||
| Optoelectronic Components | 5,504 | 14,370 | ||||||
| Resistors & Inductors | 19,758 | 50,288 | ||||||
| Capacitors | 15,641 | 39,754 | ||||||
| Vishay Precision Group | 5,189 | 15,187 | ||||||
| Unallocated Selling, General, and Administrative Expenses | (53,643 | ) | (157,688 | ) | ||||
| Restructuring and severance Costs | (3,478 | ) | (34,501 | ) | ||||
| Settlement agreement gain | - | 28,195 | ||||||
| Executive employment agreement charge | - | (57,824 | ) | |||||
| Consolidated Operating Income (Loss) | $ | 11,222 | $ | (73,838 | ) | |||
| Restructuring and severance costs: | ||||||||
| MOSFETs | $ | 680 | $ | 8,305 | ||||
| Diodes | 253 | 4,814 | ||||||
| Optoelectronic Components | 33 | 2,936 | ||||||
| Resistors & Inductors | 857 | 8,058 | ||||||
| Capacitors | 824 | 4,666 | ||||||
| Vishay Precision Group | 175 | 2,044 | ||||||
| Unallocated Selling, General, and Administrative Expenses | 656 | 3,678 | ||||||
| $ | 3,478 | $ | 34,501 | |||||
-
6 -
VISHAY
INTERTECHNOLOGY, INC.
Selected Segment Information
as recast to reflect the business segment realignment
(Unaudited - in thousands)
Selected Segment Information
as recast to reflect the business segment realignment
(Unaudited - in thousands)
| Optoelectronic | Resistors & | Vishay Precision | ||||||||||||||||||
| MOSFETs | Diodes | Components | Inductors | Capacitors | Group | Total | ||||||||||||||
| Fiscal quarter ended June 27, 2009: | ||||||||||||||||||||
| Product sales | $ | 95,622 | $ | 91,240 | $ | 40,485 | $ | 99,148 | $ | 91,893 | $ | 41,333 | $ | 459,721 | ||||||
| Royalty revenues | - | - | - | 537 | - | - | $ | 537 | ||||||||||||
| Total revenue | $ | 95,622 | $ | 91,240 | $ | 40,485 | $ | 99,685 | $ | 91,893 | $ | 41,333 | $ | 460,258 | ||||||
| Gross Margin | $ | 13,334 | $ | 10,607 | $ | 8,824 | $ | 19,863 | $ | 15,167 | $ | 10,979 | $ | 78,774 | ||||||
| Six fiscal months ended June 27, 2009: | ||||||||||||||||||||
| Product sales | $ | 179,759 | $ | 171,633 | $ | 74,880 | $ | 198,262 | $ | 197,510 | $ | 85,038 | $ | 907,082 | ||||||
| Royalty revenues | 57 | - | 13 | 2,617 | - | - | $ | 2,687 | ||||||||||||
| Total revenue | $ | 179,816 | $ | 171,633 | $ | 74,893 | $ | 200,879 | $ | 197,510 | $ | 85,038 | $ | 909,769 | ||||||
| Gross Margin | $ | 15,954 | $ | 15,372 | $ | 14,613 | $ | 41,855 | $ | 33,974 | $ | 25,030 | $ | 146,798 | ||||||
| Fiscal quarter ended | Six fiscal months ended | |||||||
| June 27, 2009 | June 27, 2009 | |||||||
| Operating margin reconciliation: | ||||||||
| MOSFETs | $ | 5,724 | $ | 462 | ||||
| Diodes | 5,684 | 5,668 | ||||||
| Optoelectronic Components | 6,325 | 8,866 | ||||||
| Resistors & Inductors | 14,454 | 30,530 | ||||||
| Capacitors | 10,510 | 24,113 | ||||||
| Vishay Precision Group | 3,684 | 9,998 | ||||||
| Unallocated Selling, General, and Administrative Expenses | (51,359 | ) | (104,045 | ) | ||||
| Restructuring and severance Costs | (12,090 | ) | (31,023 | ) | ||||
| Settlement agreement gain | 28,195 | 28,195 | ||||||
| Executive employment agreement charge | (57,824 | ) | (57,824 | ) | ||||
| Consolidated Operating Income (Loss) | $ | (46,697 | ) | $ | (85,060 | ) | ||
| Restructuring and severance costs: | ||||||||
| MOSFETs | $ | 4,488 | $ | 7,625 | ||||
| Diodes | 2,239 | 4,561 | ||||||
| Optoelectronic Components | 1,154 | 2,903 | ||||||
| Resistors & Inductors | 118 | 7,201 | ||||||
| Capacitors | 612 | 3,842 | ||||||
| Vishay Precision Group | 1,390 | 1,869 | ||||||
| Unallocated Selling, General, and Administrative Expenses | 2,089 | 3,022 | ||||||
| $ | 12,090 | $ | 31,023 | |||||
- 7 -
VISHAY INTERTECHNOLOGY, INC.
Selected Segment Information
as recast to reflect the business segment realignment
(Unaudited - in thousands)
Selected Segment Information
as recast to reflect the business segment realignment
(Unaudited - in thousands)
| Optoelectronic | Resistors & | Vishay Precision | |||||||||||||||||||
| MOSFETs | Diodes | Components | Inductors | Capacitors | Group | Total | |||||||||||||||
| Fiscal quarter ended March 28, 2009: | |||||||||||||||||||||
| Product sales | $ | 84,137 | $ | 80,393 | $ | 34,395 | $ | 99,114 | $ | 105,617 | $ | 43,705 | $ | 447,361 | |||||||
| Royalty revenues | 57 | - | 13 | 2,080 | - | - | $ | 2,150 | |||||||||||||
| Total revenue | $ | 84,194 | $ | 80,393 | $ | 34,408 | $ | 101,194 | $ | 105,617 | $ | 43,705 | $ | 449,511 | |||||||
| Gross Margin | $ | 2,620 | $ | 4,765 | $ | 5,789 | $ | 21,992 | $ | 18,807 | $ | 14,051 | $ | 68,024 | |||||||
| Fiscal quarter ended | ||||
| March 28, 2009 | ||||
| Operating margin reconciliation: | ||||
| MOSFETs | $ | (5,262 | ) | |
| Diodes | (16 | ) | ||
| Optoelectronic Components | 2,541 | |||
| Resistors & Inductors | 16,077 | |||
| Capacitors | 13,602 | |||
| Vishay Precision Group | 6,314 | |||
| Unallocated Selling, General, and Administrative Expenses | (52,686 | ) | ||
| Restructuring and severance Costs | (18,933 | ) | ||
| Consolidated Operating Income (Loss) | $ | (38,363 | ) | |
| Restructuring and severance costs: | ||||
| MOSFETs | $ | 3,137 | ||
| Diodes | 2,322 | |||
| Optoelectronic Components | 1,749 | |||
| Resistors & Inductors | 7,083 | |||
| Capacitors | 3,230 | |||
| Vishay Precision Group | 479 | |||
| Unallocated Selling, General, and Administrative Expenses | 933 | |||
| $ | 18,933 | |||
- 8
- -
VISHAY INTERTECHNOLOGY, INC.
Selected Segment Information
as recast to reflect the business segment realignment
(Unaudited - in thousands)
Selected Segment Information
as recast to reflect the business segment realignment
(Unaudited - in thousands)
| Optoelectronic | Resistors & | Vishay Precision | ||||||||||||||||||||||
| MOSFETs | Diodes | Components | Inductors | Capacitors | Group | Corporate / Other | Total | |||||||||||||||||
| Year ended December 31, 2008: | ||||||||||||||||||||||||
| Product sales | $ | 645,712 | $ | 577,614 | $ | 235,317 | $ | 602,665 | $ | 516,207 | $ | 241,700 | $ | - | $ | 2,819,215 | ||||||||
| Royalty revenues | 2,162 | - | 21 | 813 | - | - | - | $ | 2,996 | |||||||||||||||
| Total revenue | $ | 647,874 | $ | 577,614 | $ | 235,338 | $ | 603,478 | $ | 516,207 | $ | 241,700 | $ | - | $ | 2,822,211 | ||||||||
| Gross Margin | $ | 137,931 | $ | 100,390 | $ | 57,317 | $ | 146,999 | $ | 74,421 | $ | 79,909 | $ | - | $ | 596,967 | ||||||||
| Depreciation expense | 55,344 | 37,871 | 16,238 | 38,612 | 43,025 | 8,410 | 347 | $ | 199,847 | |||||||||||||||
| Interest expense | 79 | 218 | 265 | 103 | 1,516 | 57 | 36,430 | $ | 38,668 | |||||||||||||||
| Capital expenditures | 45,653 | 33,185 | 13,719 | 28,559 | 23,425 | 7,391 | 62 | $ | 151,994 | |||||||||||||||
| Total Assets as of December 31, 2008: | 605,335 | 550,196 | 146,432 | 545,247 | 665,756 | 254,863 | 48,131 | $ | 2,815,960 | |||||||||||||||
- 9 -
| Year ended | ||||
| December 31, 2008 | ||||
| Operating margin reconciliation: | ||||
| MOSFETs | $ | 88,310 | ||
| Diodes | 72,162 | |||
| Optoelectronic Components | 41,927 | |||
| Resistors & Inductors | 119,649 | |||
| Capacitors | 46,307 | |||
| Vishay Precision Group | 40,570 | |||
| Unallocated Selling, General, and Administrative Expenses | (261,323 | ) | ||
| Restructuring and severance Costs | (62,537 | ) | ||
| Asset write-downs | (5,073 | ) | ||
| Goodwill impairment | (1,696,174 | ) | ||
| Indefinite-lived intangible impairment | (27,000 | ) | ||
| Loss on purchase commitments | (6,024 | ) | ||
| Gain on sale of building | 4,510 | |||
| Terminated tender offer costs | (4,000 | ) | ||
| Consolidated Operating Income (Loss) | $ | (1,648,696 | ) | |
| Restructuring and severance costs: | ||||
| MOSFETs | $ | 9,879 | ||
| Diodes | 7,866 | |||
| Optoelectronic Components | 6,360 | |||
| Resistors & Inductors | 18,803 | |||
| Capacitors | 7,546 | |||
| Vishay Precision Group | 6,349 | |||
| Unallocated Selling, General, and Administrative Expenses | 5,734 | |||
| $ | 62,537 | |||
| Asset write-downs: | ||||
| MOSFETs | $ | - | ||
| Diodes | 613 | |||
| Optoelectronic Components | - | |||
| Resistors & Inductors | 4,460 | |||
| Capacitors | - | |||
| Vishay Precision Group | - | |||
| $ | 5,073 | |||
| Goodwill impairment: | ||||
| MOSFETs | $ | 594,951 | ||
| Diodes | 295,738 | |||
| Optoelectronic Components | 153,263 | |||
| Resistors & Inductors | 178,056 | |||
| Capacitors | 380,701 | |||
| Vishay Precision Group | 93,465 | |||
| $ | 1,696,174 | |||
| Indefinite-lived intangible impairment: | ||||
| MOSFETs | $ | - | ||
| Diodes | 15,000 | |||
| Optoelectronic Components | - | |||
| Resistors & Inductors | 3,824 | |||
| Capacitors | 8,176 | |||
| Vishay Precision Group | - | |||
| $ | 27,000 | |||
- 10 -