UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
| Date of Report (date of earliest event reported) |
|
|
|
|
(Exact name of registrant as specified in its charter)
|
|
|
|
|
|
(State or Other Jurisdiction of Incorporation)
|
(Commission File Number)
|
(I.R.S. Employer Identification Number)
|
|
|
|
|
(Address of Principal Executive Offices)
|
Zip Code
|
|
Registrant's telephone number, including area code
|
|
|
(Former name or former address, if changed since last report.)
|
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
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).
|
|
Emerging growth company
|
|
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:
|
Title of each class
|
Trading symbol
|
Name of exchange on which registered
|
|
|
|
|
Item 2.02 – Results of Operations and Financial Condition
On October 29, 2019, Vishay Intertechnology, Inc. ("the Company") issued a press release announcing its financial
results for the fiscal quarter and nine fiscal months ended September 28, 2019. 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 stockholders 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 fourth fiscal quarter of 2019.
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 equity awards and convertible debt) if those potentially issuable shares would reduce EPS ("diluted").
The number of shares related to equity awards 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 unrecognized compensation expense and any other proceeds 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 equity awards 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.
At the direction of its Board of Directors, Vishay intends to waive its rights to settle the principal amount of its convertible
debt instruments, its 2.25% Convertible Senior Debentures due 2040 and due 2041, and its 2.25% Convertible Senior Notes due 2025, upon any conversion or repurchase of the debentures or notes, in shares of Vishay common stock.
Pursuant to the indentures governing the respective convertible debt instruments, Vishay has the right to pay the conversion value
or purchase price for the convertible debt instruments in cash, Vishay common stock, or a combination of both.
If the convertible debt instruments are tendered for repurchase, Vishay will pay the
repurchase price in cash, and if the convertible debt instruments are submitted for conversion, Vishay will value the shares issuable upon conversion and will pay in cash an amount equal to the principal amount of the converted debt
instruments and will issue shares in respect of the conversion value in excess of the principal amount.
Vishay will consider its convertible debt instruments to be "net share settlement debt."
Accordingly, its convertible debt instruments will be included in the diluted earnings per share computation using the "treasury stock method" (similar to options) rather than the "if converted method" otherwise required for convertible debt.
Under the "treasury stock method," Vishay will calculate the number of shares issuable under the terms of its convertible debt instruments based on the average market price of Vishay common stock during the period, and include that number in
the total diluted shares figure for the period.
The Company currently has no potentially dilutive instruments included in the diluted EPS
calculation using the "if converted method."
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 convertible securities currently outstanding and their exercise and conversion features currently in effect. The Company adjusts its calculation for the
estimated effect of expected quarterly activity. The estimates assume no share or convertible debt instrument repurchases during the fourth fiscal quarter of 2019. Changes in these parameters or estimates could have a material impact on the
calculation of diluted EPS.
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 fourth fiscal quarter of 2019. 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 fourth fiscal quarter of 2019:
| • | The Company has approximately 145 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 restricted stock units does not vary significantly and is generally less than 1 million incremental shares. |
| • | The Company's Convertible Senior Debentures due 2040 are convertible at a conversion price of $12.56 per $1,000 principal amount, equivalent to 79.6235 shares per $1,000 principal amount. There is $0.4 million principal amount of the debentures outstanding. The number of shares of common stock that Vishay will include in its diluted earnings per share computation, assuming an average market price for Vishay common stock in excess of the conversion price, will be determined in accordance with the following formula: |
| S = [$350,000 / $1000] * [(P - $12.56) * 79.6235] / P | |
| where |
|
| S = the number of shares to be included in diluted EPS, and |
|
| P = the average market price of Vishay common stock for the quarter. | |
| If the average market price is less than $12.56, no shares will be included in the diluted earnings per share computation. | |
| • | The Company's Convertible Senior Debentures due 2041 are convertible at a conversion price of $17.21 per $1,000 principal amount, equivalent to 58.1051 shares per $1,000 principal amount. There is $20.8 million principal amount of the debentures outstanding. The number of shares of common stock that Vishay will include in its diluted earnings per share computation, assuming an average market price for Vishay common stock in excess of the conversion price, will be determined in accordance with the following formula: |
| S = [$20,790,000 / $1000] * [(P - $17.21) * 58.1051] / P | |
| where | |
| S = the number of shares to be included in diluted EPS, and |
|
| P = the average market price of Vishay common stock for the quarter. | |
| If the average market price is less than $17.21, no shares will be included in the diluted earnings per share computation. | |
| • | The Company's Convertible Senior Notes due 2025 are convertible at a conversion price of $31.45 per $1,000 principal amount, equivalent to 31.7924 shares per $1,000 principal amount. There is $600 million principal amount of the notes outstanding. The number of shares of common stock that Vishay will include in its diluted earnings per share computation, assuming an average market price for Vishay common stock in excess of the conversion price, will be determined in accordance with the following formula: |
| S = [$600,000,000 / $1000] * [(P - $31.45) * 31.7924] / P | |
| where | |
| S = the number of shares to be included in diluted EPS, and |
|
| P = the average market price of Vishay common stock for the quarter. | |
| If the average market price is less than $31.45, no shares will be included in the diluted earnings per share computation. |
Accordingly, the following table summarizes the approximate number of shares to be included
in the denominator of the diluted EPS calculation assuming net earnings attributable to Vishay stockholders for various average stock prices (number
of shares in millions):
| Average Stock Price |
|
Projected Diluted Shares |
||||||
|
$
|
|
|
<26.00 |
|
|
|
|
145 |
| $ |
|
|
26.00 - 32.00
|
|
|
|
|
146 |
| $ |
|
|
33.00 |
|
|
|
|
147 |
| $ |
|
|
34.00
|
|
|
|
|
147 |
| $ |
|
|
35.00
|
|
|
|
|
148 |
Item 9.01 – Financial Statements and Exhibits
(d) Exhibits
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
|
|
|
|
||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
||
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: October 29, 2019
|
|
VISHAY INTERTECHNOLOGY, INC.
|
|
|
By:
|
/s/ Lori Lipcaman
|
|
|
|
Name:
|
Lori Lipcaman
|
|
|
|
Title:
|
Executive Vice President and
|
|
|
|
|
Chief Financial Officer
|
|
Exhibit 99.1
VISHAY REPORTS RESULTS FOR THIRD QUARTER 2019
|
•
|
Revenues for Q3 2019 of $628 million
|
|
•
|
Gross Margin Q3 of 23.9%
|
|
•
|
Operating Margin Q3 of 8.1%
|
|
•
|
Adjusted Operating Margin 9.3%
|
|
•
|
EPS Q3 of $0.21
|
|
•
|
Adjusted EPS Q3 of $0.26
|
|
•
|
Free cash for trailing 12 months Q3 2019 of $205 million
|
|
•
|
Guidance for Q4 2019 for revenues of $580 to $620 million and gross margins of 23% to 24% at Q3 exchange rates
|
MALVERN, Pa. –October 29, 2019 – Vishay Intertechnology, Inc. (NYSE: VSH), one of the world's largest manufacturers of discrete semiconductors and passive
components, today announced its results for the fiscal quarter and nine fiscal months ended September 28, 2019.
Revenues for the fiscal quarter ended September 28, 2019 were $628.3 million, compared to $685.2 million for the fiscal quarter ended June 29, 2019, and
$781.0 million for the fiscal quarter ended September 29, 2018. Net earnings attributable to Vishay stockholders for the fiscal quarter ended September 28, 2019 were $30.0 million, or $0.21 per diluted share, compared to $44.5 million, or $0.31 per
diluted share for the fiscal quarter ended June 29, 2019, and $77.9 million, or $0.51 per diluted share for the fiscal quarter ended September 29, 2018.
As summarized on the attached reconciliation schedule, all periods presented include items affecting comparability. Adjusted earnings per diluted share,
which exclude these items net of tax and the unusual tax items, were $0.26, $0.36, and $0.60 for the fiscal quarters ended September 28, 2019, June 29, 2019, and September 29, 2018, respectively.
Commenting on results for the third quarter 2019, Dr. Gerald Paul, President and Chief Executive Officer stated, “Vishay’s financial performance has been
negatively impacted by low demand, especially from distribution. However, during the third quarter inventories of Vishay’s products at distribution started to come down noticeably. Still high levels of inventories in the global supply chain should
impact our business for another two quarters. We are managing the slowdown by adapting costs as we have done in the past. On the other hand, our increased machine capacities will enable Vishay to participate in the next upturn to the full extent.”
Commenting on the outlook Dr. Paul stated, “For the fourth quarter we expect a continuation of the inventory reduction in the supply chain and guide for
revenues in a range of $580 to $620 million and gross margins of 23% to 24%.”
A conference call to discuss Vishay’s third quarter financial results is scheduled for Tuesday, October 29, 2019 at 9:00 a.m. 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 access code is 9882458.
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 from 12:00 p.m. ET on Tuesday, October 29, 2019 through 11:59 p.m. ET on Tuesday, November 12, 2019. The
telephone number for the replay is +1 855-859-2056 (+1 404-537-3406, if calling from outside the United States or Canada) and the access code is 9882458.
About Vishay
Vishay Intertechnology, Inc., a Fortune 1000 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 http://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 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 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 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 statements with respect to forecasted revenues, margins, inventories,
product demand, manufacturing capacities, restructuring activity savings and costs, global growth markets generally 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 such as "believe," "estimate," "will be," "will," "would," "expect," "anticipate," "plan," "project," "intend," "could," "should," 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; delays or difficulties in implementing our cost reduction strategies; delays or difficulties in expanding our manufacturing capacities; an inability to attract and retain highly qualified personnel; changes in foreign currency
exchange rates; uncertainty related to the effects of changes in foreign currency exchange rates; competition and technological changes in our industries; difficulties in new product development; difficulties in identifying suitable acquisition
candidates, consummating a transaction on terms which we consider acceptable, and integration and performance of acquired businesses; changes in U.S. and foreign trade regulations and tariffs, and uncertainty regarding the same; changes in applicable
domestic and foreign tax regulations, and uncertainty regarding the same; changes in applicable accounting standards and other factors affecting our operations that are set forth in our filings with the Securities and Exchange Commission, including
our annual reports on Form 10-K and our quarterly reports on Form 10-Q. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Contact:
Vishay Intertechnology, Inc.
Peter Henrici
Senior Vice President, Corporate Communications
+1-610-644-1300
Peter Henrici
Senior Vice President, Corporate Communications
+1-610-644-1300
|
VISHAY INTERTECHNOLOGY, INC.
|
||||||||||||
|
Summary of Operations
|
||||||||||||
|
(Unaudited - In thousands, except per share amounts)
|
||||||||||||
|
Fiscal quarters ended
|
||||||||||||
|
September 28, 2019
|
June 29, 2019
|
September 29, 2018
|
||||||||||
|
Net revenues
|
$
|
628,329
|
$
|
685,240
|
$
|
780,972
|
||||||
|
Costs of products sold
|
478,250
|
510,639
|
544,676
|
|||||||||
|
Gross profit
|
150,079
|
174,601
|
236,296
|
|||||||||
|
Gross margin
|
23.9
|
%
|
25.5
|
%
|
30.3
|
%
|
||||||
|
Selling, general, and administrative expenses
|
91,796
|
95,112
|
98,198
|
|||||||||
|
Restructuring and severance costs
|
7,255
|
-
|
-
|
|||||||||
|
Operating income
|
51,028
|
79,489
|
138,098
|
|||||||||
|
Operating margin
|
8.1
|
%
|
11.6
|
%
|
17.7
|
%
|
||||||
|
Other income (expense):
|
||||||||||||
|
Interest expense
|
(8,564
|
)
|
(8,204
|
)
|
(10,813
|
)
|
||||||
|
Other components of net periodic pension cost
|
(3,348
|
)
|
(3,367
|
)
|
(3,367
|
)
|
||||||
|
Other
|
5,066
|
2,970
|
2,890
|
|||||||||
|
Total other income (expense) - net
|
(6,846
|
)
|
(8,601
|
)
|
(11,290
|
)
|
||||||
|
Income before taxes
|
44,182
|
70,888
|
126,808
|
|||||||||
|
Income tax expense
|
13,917
|
26,153
|
48,737
|
|||||||||
|
Net earnings
|
30,265
|
44,735
|
78,071
|
|||||||||
|
Less: net earnings attributable to noncontrolling interests
|
227
|
258
|
195
|
|||||||||
|
Net earnings attributable to Vishay stockholders
|
$
|
30,038
|
$
|
44,477
|
$
|
77,876
|
||||||
|
Basic earnings per share attributable to Vishay stockholders
|
$
|
0.21
|
$
|
0.31
|
$
|
0.54
|
||||||
|
Diluted earnings per share attributable to Vishay stockholders
|
$
|
0.21
|
$
|
0.31
|
$
|
0.51
|
||||||
|
Weighted average shares outstanding - basic
|
144,628
|
144,621
|
144,383
|
|||||||||
|
Weighted average shares outstanding - diluted
|
145,027
|
145,023
|
152,946
|
|||||||||
|
Cash dividends per share
|
$
|
0.095
|
$
|
0.095
|
$
|
0.085
|
||||||
|
VISHAY INTERTECHNOLOGY, INC.
|
||||||||
|
Summary of Operations
|
||||||||
|
(Unaudited - In thousands, except per share amounts)
|
||||||||
|
Nine fiscal months ended
|
||||||||
|
September 28, 2019
|
September 29, 2018
|
|||||||
|
Net revenues
|
$
|
2,058,728
|
$
|
2,258,797
|
||||
|
Costs of products sold
|
1,522,889
|
1,589,963
|
||||||
|
Gross profit
|
535,839
|
668,834
|
||||||
|
Gross margin
|
26.0
|
%
|
29.6
|
%
|
||||
|
Selling, general, and administrative expenses
|
290,332
|
303,381
|
||||||
|
Restructuring and severance costs
|
7,255
|
-
|
||||||
|
Operating income
|
238,252
|
365,453
|
||||||
|
Operating margin
|
11.6
|
%
|
16.2
|
%
|
||||
|
Other income (expense):
|
||||||||
|
Interest expense
|
(25,160
|
)
|
(26,862
|
)
|
||||
|
Other components of net periodic pension cost
|
(10,111
|
)
|
(10,336
|
)
|
||||
|
Other
|
13,344
|
5,440
|
||||||
|
Loss on early extinguishment of debt
|
(1,307
|
)
|
(17,309
|
)
|
||||
|
Total other income (expense) - net
|
(23,234
|
)
|
(49,067
|
)
|
||||
|
Income before taxes
|
215,018
|
316,386
|
||||||
|
Income tax expense
|
64,377
|
72,508
|
||||||
|
Net earnings
|
150,641
|
243,878
|
||||||
|
Less: net earnings attributable to noncontrolling interests
|
667
|
539
|
||||||
|
Net earnings attributable to Vishay stockholders
|
$
|
149,974
|
$
|
243,339
|
||||
|
Basic earnings per share attributable to Vishay stockholders
|
$
|
1.04
|
$
|
1.69
|
||||
|
Diluted earnings per share attributable to Vishay stockholders
|
$
|
1.03
|
$
|
1.55
|
||||
|
Weighted average shares outstanding - basic
|
144,602
|
144,364
|
||||||
|
Weighted average shares outstanding - diluted
|
145,114
|
156,702
|
||||||
|
Cash dividends per share
|
$
|
0.2750
|
$
|
0.2375
|
||||
|
VISHAY INTERTECHNOLOGY, INC.
|
||||||||
|
Consolidated Condensed Balance Sheets
|
||||||||
|
(In thousands)
|
||||||||
|
September 28, 2019
|
December 31, 2018
|
|||||||
|
(Unaudited)
|
||||||||
|
Assets
|
||||||||
|
Current assets:
|
||||||||
|
Cash and cash equivalents
|
$
|
731,483
|
$
|
686,032
|
||||
|
Short-term investments
|
56,043
|
78,286
|
||||||
|
Accounts receivable, net
|
335,189
|
397,020
|
||||||
|
Inventories:
|
||||||||
|
Finished goods
|
129,485
|
138,112
|
||||||
|
Work in process
|
189,757
|
190,982
|
||||||
|
Raw materials
|
125,411
|
150,566
|
||||||
|
Total inventories
|
444,653
|
479,660
|
||||||
|
Prepaid expenses and other current assets
|
123,712
|
142,888
|
||||||
|
Total current assets
|
1,691,080
|
1,783,886
|
||||||
|
Property and equipment, at cost:
|
||||||||
|
Land
|
74,053
|
87,622
|
||||||
|
Buildings and improvements
|
570,727
|
619,445
|
||||||
|
Machinery and equipment
|
2,551,127
|
2,510,001
|
||||||
|
Construction in progress
|
113,639
|
125,109
|
||||||
|
Allowance for depreciation
|
(2,381,868
|
)
|
(2,373,176
|
)
|
||||
|
927,678
|
969,001
|
|||||||
|
Right of use assets
|
93,103
|
-
|
||||||
|
Goodwill
|
150,309
|
147,480
|
||||||
|
Other intangible assets, net
|
62,265
|
65,688
|
||||||
|
Other assets
|
147,751
|
140,143
|
||||||
|
Total assets
|
$
|
3,072,186
|
$
|
3,106,198
|
||||
|
VISHAY INTERTECHNOLOGY, INC.
|
||||||||
|
Consolidated Condensed Balance Sheets (continued)
|
||||||||
|
(In thousands)
|
||||||||
|
September 28, 2019
|
December 31, 2018
|
|||||||
|
(Unaudited)
|
||||||||
|
Liabilities and stockholders' equity
|
||||||||
|
Current liabilities:
|
||||||||
|
Notes payable to banks
|
$
|
7
|
$
|
18
|
||||
|
Trade accounts payable
|
141,472
|
218,322
|
||||||
|
Payroll and related expenses
|
131,751
|
141,670
|
||||||
|
Lease liabilities
|
16,932
|
-
|
||||||
|
Other accrued expenses
|
164,995
|
229,660
|
||||||
|
Income taxes
|
25,945
|
54,436
|
||||||
|
Total current liabilities
|
481,102
|
644,106
|
||||||
|
Long-term debt less current portion
|
496,262
|
494,509
|
||||||
|
U.S. transition tax payable
|
140,196
|
154,953
|
||||||
|
Deferred income taxes
|
47,246
|
85,471
|
||||||
|
Long-term lease liabilities
|
80,998
|
-
|
||||||
|
Other liabilities
|
90,174
|
79,489
|
||||||
|
Accrued pension and other postretirement costs
|
248,357
|
260,984
|
||||||
|
Total liabilities
|
1,584,335
|
1,719,512
|
||||||
|
Redeemable convertible debentures
|
-
|
2,016
|
||||||
|
Equity:
|
||||||||
|
Vishay stockholders' equity
|
||||||||
|
Common stock
|
13,235
|
13,212
|
||||||
|
Class B convertible common stock
|
1,210
|
1,210
|
||||||
|
Capital in excess of par value
|
1,427,049
|
1,436,011
|
||||||
|
Retained earnings (accumulated deficit)
|
71,956
|
(61,258
|
)
|
|||||
|
Accumulated other comprehensive income (loss)
|
(27,952
|
)
|
(6,791
|
)
|
||||
|
Total Vishay stockholders' equity
|
1,485,498
|
1,382,384
|
||||||
|
Noncontrolling interests
|
2,353
|
2,286
|
||||||
|
Total equity
|
1,487,851
|
1,384,670
|
||||||
|
Total liabilities, temporary equity, and equity
|
$
|
3,072,186
|
$
|
3,106,198
|
||||
|
VISHAY INTERTECHNOLOGY, INC.
|
||||||||
|
Consolidated Condensed Statements of Cash Flows
|
||||||||
|
(Unaudited - in thousands)
|
||||||||
|
Nine fiscal months ended
|
||||||||
|
September 28, 2019
|
September 29, 2018
|
|||||||
|
Operating activities
|
||||||||
|
Net earnings
|
$
|
150,641
|
$
|
243,878
|
||||
|
Adjustments to reconcile net earnings (loss) to
|
||||||||
|
net cash provided by operating activities:
|
||||||||
|
Depreciation and amortization
|
122,302
|
121,888
|
||||||
|
(Gain) loss on disposal of property and equipment
|
(168
|
)
|
(2,216
|
)
|
||||
|
Accretion of interest on convertible debt instruments
|
10,558
|
6,966
|
||||||
|
Inventory write-offs for obsolescence
|
19,214
|
17,059
|
||||||
|
Loss on early extinguishment of debt
|
1,307
|
17,309
|
||||||
|
Deferred income taxes
|
(4,481
|
)
|
(12,348
|
)
|
||||
|
Other
|
9,029
|
13,021
|
||||||
|
Change in U.S. transition tax liability
|
(14,757
|
)
|
(14,400
|
)
|
||||
|
Change in repatriation tax liability
|
(38,814
|
)
|
(156,767
|
)
|
||||
|
Changes in operating assets and liabilities, net of effects of businesses acquired
|
(42,810
|
)
|
(125,499
|
)
|
||||
|
Net cash provided by operating activities
|
212,021
|
108,891
|
||||||
|
Investing activities
|
||||||||
|
Purchase of property and equipment
|
(100,267
|
)
|
(126,391
|
)
|
||||
|
Proceeds from sale of property and equipment
|
486
|
8,455
|
||||||
|
Purchase of businesses, net of cash acquired
|
(11,862
|
)
|
(14,880
|
)
|
||||
|
Purchase of short-term investments
|
(59,440
|
)
|
(172,732
|
)
|
||||
|
Maturity of short-term investments
|
79,765
|
577,524
|
||||||
|
Other investing activities
|
4,021
|
(1,608
|
)
|
|||||
|
Net cash provided by (used in) investing activities
|
(87,297
|
)
|
270,368
|
|||||
|
Financing activities
|
||||||||
|
Proceeds from long-term borrowings
|
-
|
600,000
|
||||||
|
Issuance costs
|
(5,394
|
)
|
(15,621
|
)
|
||||
|
Repurchase of convertible debentures
|
(22,695
|
)
|
(584,991
|
)
|
||||
|
Net proceeds (payments) on revolving credit lines
|
-
|
(150,000
|
)
|
|||||
|
Net changes in short-term borrowings
|
(12
|
)
|
-
|
|||||
|
Dividends paid to common stockholders
|
(36,396
|
)
|
(31,378
|
)
|
||||
|
Dividends paid to Class B common stockholders
|
(3,327
|
)
|
(2,873
|
)
|
||||
|
Distributions to noncontrolling interests
|
(600
|
)
|
(525
|
)
|
||||
|
Cash withholding taxes paid when shares withheld for vested equity awards
|
(2,708
|
)
|
(2,297
|
)
|
||||
|
Net cash used in financing activities
|
(71,132
|
)
|
(187,685
|
)
|
||||
|
Effect of exchange rate changes on cash and cash equivalents
|
(8,141
|
)
|
(11,501
|
)
|
||||
|
Net increase in cash and cash equivalents
|
45,451
|
180,073
|
||||||
|
Cash and cash equivalents at beginning of period
|
686,032
|
748,032
|
||||||
|
Cash and cash equivalents at end of period
|
$
|
731,483
|
$
|
928,105
|
||||
|
VISHAY INTERTECHNOLOGY, INC.
|
||||||||||||||||||||
|
Reconciliation of Adjusted Earnings Per Share
|
||||||||||||||||||||
|
(Unaudited - In thousands, except per share amounts)
|
||||||||||||||||||||
|
Fiscal quarters ended
|
Nine fiscal months ended
|
|||||||||||||||||||
|
September 28, 2019
|
June 29, 2019
|
September 29, 2018
|
September 28, 2019
|
September 29, 2018
|
||||||||||||||||
|
GAAP net earnings attributable to Vishay stockholders
|
$
|
30,038
|
$
|
44,477
|
$
|
77,876
|
$
|
149,974
|
$
|
243,339
|
||||||||||
|
Reconciling items affecting operating income:
|
||||||||||||||||||||
|
Restructuring and severance costs
|
$
|
7,255
|
$
|
-
|
$
|
-
|
$
|
7,255
|
$
|
-
|
||||||||||
|
Reconciling items affecting other income (expense):
|
||||||||||||||||||||
|
Loss on early extinguishment of debt
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
1,307
|
$
|
17,309
|
||||||||||
|
Reconciling items affecting tax expense (benefit):
|
||||||||||||||||||||
|
Effects of tax-basis foreign exchange gain
|
$
|
-
|
$
|
7,554
|
$
|
-
|
$
|
7,554
|
$
|
-
|
||||||||||
|
Enactment of TCJA
|
-
|
-
|
13,496
|
-
|
25,496
|
|||||||||||||||
|
Effects of cash repatriation program
|
2,604
|
(48
|
)
|
680
|
1,971
|
(7,010
|
)
|
|||||||||||||
|
Change in deferred taxes due to early extinguishment of debt
|
-
|
-
|
-
|
(1,312
|
)
|
(33,963
|
)
|
|||||||||||||
|
Tax effects of pre-tax items above
|
(1,644
|
)
|
-
|
-
|
(1,934
|
)
|
(3,784
|
)
|
||||||||||||
|
Adjusted net earnings
|
$
|
38,253
|
$
|
51,983
|
$
|
92,052
|
$
|
164,815
|
$
|
241,387
|
||||||||||
|
Adjusted weighted average diluted shares outstanding
|
145,027
|
145,023
|
152,946
|
145,114
|
156,702
|
|||||||||||||||
|
Adjusted earnings per diluted share
|
$
|
0.26
|
$
|
0.36
|
$
|
0.60
|
$
|
1.14
|
$
|
1.54
|
||||||||||
|
VISHAY INTERTECHNOLOGY, INC.
|
||||||||||||||||||||
|
Reconciliation of Free Cash
|
||||||||||||||||||||
|
(Unaudited - In thousands)
|
||||||||||||||||||||
|
Fiscal quarters ended
|
Nine fiscal months ended
|
|||||||||||||||||||
|
September 28, 2019
|
June 29, 2019
|
September 29, 2018
|
September 28, 2019
|
September 29, 2018
|
||||||||||||||||
|
Net cash provided by operating activities
|
$
|
76,202
|
$
|
56,301
|
$
|
70,721
|
$
|
212,021
|
$
|
108,891
|
||||||||||
|
Proceeds from sale of property and equipment
|
22
|
69
|
77
|
486
|
8,455
|
|||||||||||||||
|
Less: Capital expenditures
|
(30,119
|
)
|
(33,781
|
)
|
(49,745
|
)
|
(100,267
|
)
|
(126,391
|
)
|
||||||||||
|
Free cash
|
$
|
46,105
|
$
|
22,589
|
$
|
21,053
|
$
|
112,240
|
$
|
(9,045
|
)
|
|||||||||
|
VISHAY INTERTECHNOLOGY, INC.
|
||||||||||||||||||||
|
Reconciliation of EBITDA and Adjusted EBITDA
|
||||||||||||||||||||
|
(Unaudited - In thousands)
|
||||||||||||||||||||
|
Fiscal quarters ended
|
Nine fiscal months ended
|
|||||||||||||||||||
|
September 28, 2019
|
June 29, 2019
|
September 29, 2018
|
September 28, 2019
|
September 29, 2018
|
||||||||||||||||
|
GAAP net earnings attributable to Vishay stockholders
|
$
|
30,038
|
$
|
44,477
|
$
|
77,876
|
$
|
149,974
|
$
|
243,339
|
||||||||||
|
Net earnings attributable to noncontrolling interests
|
227
|
258
|
195
|
667
|
539
|
|||||||||||||||
|
Net earnings
|
$
|
30,265
|
$
|
44,735
|
$
|
78,071
|
$
|
150,641
|
$
|
243,878
|
||||||||||
|
Interest expense
|
$
|
8,564
|
$
|
8,204
|
$
|
10,813
|
$
|
25,160
|
$
|
26,862
|
||||||||||
|
Interest income
|
(2,365
|
)
|
(2,147
|
)
|
(3,504
|
)
|
(6,711
|
)
|
(8,302
|
)
|
||||||||||
|
Income taxes
|
13,917
|
26,153
|
48,737
|
64,377
|
72,508
|
|||||||||||||||
|
Depreciation and amortization
|
40,956
|
40,918
|
40,714
|
122,302
|
121,888
|
|||||||||||||||
|
EBITDA
|
$
|
91,337
|
$
|
117,863
|
$
|
174,831
|
$
|
355,769
|
$
|
456,834
|
||||||||||
|
Reconciling items
|
||||||||||||||||||||
|
Restructuring and severance costs
|
$
|
7,255
|
$
|
-
|
$
|
-
|
$
|
7,255
|
$
|
-
|
||||||||||
|
Loss on early extinguishment of debt
|
-
|
-
|
-
|
1,307
|
17,309
|
|||||||||||||||
|
Adjusted EBITDA
|
$
|
98,592
|
$
|
117,863
|
$
|
174,831
|
$
|
364,331
|
$
|
474,143
|
||||||||||
|
Adjusted EBITDA margin**
|
15.7
|
%
|
17.2
|
%
|
22.4
|
%
|
17.7
|
%
|
21.0
|
%
|
||||||||||
|
** Adjusted EBITDA as a percentage of net revenues
|
||||||||||||||||||||