SEC Filing | Vishay Intertechnology, Inc.

SECURITIES AND EXCHANGE COMMISSION Room 1004 450 Fifth Street, NW Washington, DC 20549 RE: Quarterly Report on Form 10-Q Gentlemen: We are transmitting for filing the quarterly report of Vishay Intertechnology, Inc. On Form 10-Q for the quarter ended March 31, 1995. Sincerely yours. Vishay Intertechnology, Inc. /s/ Richard N. Grubb ----------------------------- Richard N. Grubb Vice President, Treasurer

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE --- SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1995 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE --- SECURITIES EXCHANGE ACT OF 1934 For the transition period from -------------- to --------------- Commission File Number 1-7416 VISHAY INTERTECHNOLOGY, INC. (Exact name of registrant as specified in its charter) DELAWARE 38-1686453 (State or other jurisdiction (I.R.S. Employer Identification of incorporation or organization) Number) 63 Lincoln Highway, Malvern, Pennsylvania 19355 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (610) 644-1300 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ---- ---- As of May 5, 1995 registrant had 22,642,133 shares of its Common Stock and 3,716,047 shares of its Class B Common Stock outstanding. VISHAY INTERTECHNOLOGY, INC. FORM 10-Q MARCH 31, 1995 CONTENTS Page No. -------- PART I. FINANCIAL INFORMATION Item 1. Consolidated Condensed Balance Sheets - 3-4 March 31, 1995 and December 31, 1994 Consolidated Condensed Statements of 5 Operations - Three Months Ended March 31, 1995 and 1994 Consolidated Condensed Statements of 6 Cash Flows - Three Months Ended March 31, 1995 and 1994 Notes to Consolidated Condensed 7 Financial Statements Item 2. Management's Discussion and Analysis 8-10 of Financial Condition and Results of Operations PART II. OTHER INFORMATION 11

VISHAY INTERTECHNOLOGY, INC. AND SUBSIDIARIES Consolidated Condensed Balance Sheets (Unaudited - In thousands) March 31 December 31 ASSETS 1995 1994 ---------- ---------- CURRENT ASSETS Cash and cash equivalents $24,743 $26,857 Accounts receivable 201,242 165,188 Inventories: Finished goods 113,678 101,008 Work in process 93,983 94,005 Raw materials 121,754 108,594 Prepaid expenses and other current assets 67,711 64,909 ---------- ---------- TOTAL CURRENT ASSETS 623,111 560,561 PROPERTY AND EQUIPMENT - AT COST Land 47,413 40,113 Buildings and improvements 180,229 171,689 Machinery and equipment 505,782 473,471 Construction in progress 64,335 48,689 Allowance for depreciation (222,141) (201,671) ---------- ---------- 575,618 532,291 GOODWILL 232,595 226,534 OTHER ASSETS 18,192 14,573 ---------- ---------- $1,449,516 $1,333,959 ========== ==========

March 31 December 31 LIABILITIES AND STOCKHOLDERS' EQUITY 1995 1994 ---------- ---------- CURRENT LIABILITIES Notes payable to banks $27,887 $28,285 Trade accounts payable 67,921 63,318 Payroll and related expenses 46,196 39,155 Other accrued expenses 65,051 64,505 Income taxes 6,735 1,849 Current portion of long-term debt 36,889 35,127 ---------- ---------- TOTAL CURRENT LIABILITIES 250,679 232,239 LONG-TERM DEBT 434,952 402,337 DEFERRED INCOME TAXES 42,468 39,889 OTHER LIABILITIES 21,961 19,177 ACCRUED RETIREMENT COSTS 82,389 75,229 STOCKHOLDERS' EQUITY Common stock 2,264 2,257 Class B common stock 372 377 Capital in excess of par value 510,595 509,966 Retained earnings 75,737 53,734 Foreign currency translation adjustment 34,220 4,584 Unearned compensation (311) (20) Pension adjustment (5,810) (5,810) ---------- ---------- 617,067 565,088 ---------- ---------- $1,449,516 $1,333,959 ========== ========== See notes to consolidated condensed financial statements. VISHAY INTERTECHNOLOGY, INC. AND SUBSIDIARIES Consolidated Condensed Statements of Operations (Unaudited - In thousands except earnings per share) Three Months Ended March 31 1995 1994 ---------- ---------- Net sales $310,284 $226,015 Costs of products sold 231,019 175,215 ---------- ---------- GROSS PROFIT 79,265 50,800 Selling, general, and administrative expenses 41,120 30,176 Amortization of goodwill 1,600 801 ---------- ---------- OPERATING INCOME 36,545 19,823 Other income (expense): Interest expense (8,319) (5,040) Other (13) 468 ---------- ---------- (8,332) (4,572) ---------- ---------- EARNINGS BEFORE INCOME TAXES 28,213 15,251 Income taxes 6,179 2,593 ---------- ---------- NET EARNINGS $22,034 $12,658 ========== ========== Net earnings per share $0.84 $0.54 ========== ========== Weighted average shares outstanding 26,351 23,406 See notes to consolidated condensed financial statements.

VISHAY INTERTECHNOLOGY, INC. AND SUBSIDIARIES Consolidated Condensed Statements of Cash Flows (Unaudited - In thousands) Three Months Ended March 31 1995 1994 ---------- ---------- OPERATING ACTIVITIES Net earnings $22,034 $12,658 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 16,871 12,997 Other 1,855 (3,139) Changes in operating assets and liabilities (35,114) (21,941) ---------- ---------- NET CASH PROVIDED BY OPERATING ACTIVITIES 5,646 575 INVESTING ACTIVITIES Purchases of property and equipment-net (33,008) (18,534) ---------- ---------- NET CASH USED IN INVESTING ACTIVITIES (33,008) (18,534) FINANCING ACTIVITIES Proceeds from long-term borrowings 80,131 51,521 Payments on long-term borrowings (54,552) (37,348) Net increase (decrease) in short-term borrowings (1,607) 12,054 ---------- ---------- NET CASH PROVIDED BY FINANCING ACTIVITIES 23,972 26,227 Effect of exchange rate changes on cash 1,276 (44) ---------- ---------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (2,114) 8,224 Cash and cash equivalents at beginning of period 26,857 10,931 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $24,743 $19,155 ========== ========== See notes to consolidated condensed financial statements.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (unaudited) March 31, 1995 Note 1: Basis of Presentation - ------------------------------- The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with the instructions to Form 10-Q and therefore do not include all information and footnotes necessary for presentation of financial position, results of operations, and cash flows required by generally accepted accounting principles for complete financial statements. The information furnished reflects all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair summary of the financial position, results of operations and cash flows for the interim periods presented. The financial statements should be read in conjunction with the financial statements and notes thereto filed with Form 10-K for the year ended December 31, 1994. Note 2: Earnings Per Share - ---------------------------- Earnings per share amounts for all periods presented reflect 5% stock dividends paid on June 13, 1994 and March 31, 1995. Earnings per share for the three month period ended March 31, 1995 reflect the issuance of 2.79 million shares of common stock in August 1994. Note 3: Acquisition - -------------------- In July 1994, the Company purchased all of the capital stock of Vitramon, Incorporated and Vitramon Limited U.K. (collectively, "Vitramon") for $184,000,000 in cash. Vitramon is a leading producer of multi-layer ceramic chip capacitors with manufacturing facilities primarily in the United States, France, Germany and the United Kingdom. The results of operations of Vitramon have been included in the Company's results from July 1994. Pro forma unaudited results of operations for the three months ended March 31, 1994, assuming consummation of the Vitramon acquisition and related financing as of January 1, 1994, is as follows (in thousands, except net earnings per share): Pro Forma Three Months Ended March 31, 1994 ------------------ Net sales $ 261,523 Net earnings $ 16,721 Net earnings per share $ 0.64

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations - --------------------- Net sales for the quarter ended March 31, 1995 increased $84,269,000 or 37% from the comparable period of the prior year. The increase reflects the acquisition of Vitramon in July 1994 and the strong performance of Vishay's surface mount components businesses. Net sales of Vitramon were $43,698,000 for the quarter ended March 31, 1995. Net sales, exclusive of Vitramon, increased by $40,571,000 or 18% for the quarter ended March 31, 1995. In addition, the weakening of the U.S. dollar against foreign currencies in the first quarter of 1995 in comparison to the prior year's quarter resulted in an increase in reported sales of $16,632,000. Net sales, exclusive of Vitramon and foreign currency fluctuations, in the United States and Europe increased 11% over the first quarter of the prior year. Net bookings, exclusive of Vitramon, for the quarter ended March 31, 1995 increased by 22.3% over the comparable prior year period. Net bookings of Vitramon for the quarter ended March 31, 1995 increased by 31.3% over the prior year's quarter. Income statement captions as a percentage of sales and the effective tax rates were as follows: Three Months Ended March 31 1995 1994 ------ ------ Costs of products sold 74.5 77.5 Gross profit 25.5 22.5 Selling, general and administrative expenses 13.3 13.4 Operating income 11.8 8.8 Earnings before income taxes 9.1 6.7 Effective tax rate 21.9 17.0 Net earnings 7.1 5.6 Costs of products sold for the quarter ended March 31, 1995 were 74.5% of net sales, as compared to 77.5% for the comparable prior year period. The factors contributing to this decrease included: i) the effect of the peso devaluation, which contributed approximately $900,000 to the gross profit for the quarter ended March 31, 1995, ii) the fact that gross profits for Vitramon were higher than Vishay's other operating companies, iii) Israeli government grants of $2,589,000 for the quarter ended March 31, 1995, as compared to $1,821,000 for the comparable prior year period, and iv) an increase in production in Israel where labor costs are lower than in most other regions in which Vishay manufactures. The increase in Israeli government grants resulted primarily from an increase in the Company's work force in Israel. Future grants and other incentive programs offered to the Company by the Israeli government will likely depend on the Company's continuing to increase capital investment and the number of the Company's employees in Israel. Selling, general, and administrative expenses for the quarter ended March 31, 1995 were 13.3% of net sales, as compared to 13.4% for the comparable prior year period. While management believes these percentages to be acceptable, management continues to explore additional cost saving opportunities. Interest costs increased by $3,279,000 for the quarter ended March 31, 1995 over the comparable prior year period as a result of an increase in the floating rates of Vishay's bank indebtedness and an overall increase in debt incurred for the acquisition of Vitramon and purchases of property and equipment. The effective tax rate for the quarter ended March 31, 1995 was 21.9% compared to 17.0% for the comparable prior year period. The effective tax rate for calendar year 1994 was 20.5%. The higher tax rate for the quarter ended March 31, 1995 reflects the inclusion of Vitramon earnings which tend to be generated in higher tax jurisdictions. The continuing effect of low tax rates in Israel (as compared to the statutory rate in the United States) has been to increase net earnings by $4,072,000 and $2,521,000 for the quarter ended March 31, 1995 and 1994, respectively. This period to period increase is primarily a result of increased earnings for the Israeli operations. The more favorable Israeli tax rates are applied to specific approved projects and normally continue to be available for a period of ten years. New projects are continually being introduced. Financial Condition - ------------------- Cash flows from operations were $5,646,000 for the quarter ended March 31, 1995 compared to $575,000 for the prior year's period. Included in net cash provided by operating activities is $3,778,000 and $6,500,000 of cash payments made in the first quarter of 1995 and 1994, respectively, for accruals the Company established in connection with acquisitions. Net purchases of property and equipment for the quarter ended March 31, 1995 were $33,008,000 compared to $18,534,000 in the prior year's period. This increase reflects the Company's on-going program to purchase additional equipment to meet growing customer demand for surface mount components. Net cash provided by financing activities of $23,972,000 for the quarter ended March 31, 1995 includes increased borrowings used primarily to finance the additions to property and equipment. The Company has established accruals relating to the Vitramon acquisition of $14,045,000. These accruals, which are included in other accrued expenses, will not affect future earnings but will require cash expenditures over the next twelve months. The Company's financial condition at March 31, 1995 is strong, with a current ratio of 2.5 to 1. The Company's ratio of long-term debt (less current portion) to stockholders' equity was .7 to 1 at March 31, 1995 and December 31, 1994. Management believes that available sources of credit, together with cash expected to be generated from operations, will be sufficient to satisfy the Company's anticipated financing needs for working capital and capital expenditures during the next twelve months. Inflation - --------- Normally, inflation does not have a significant impact on the Company's operations. The Company's products are not generally sold on long-term contracts. Consequently, selling prices, to the extent permitted by competition, can be adjusted to reflect cost increases caused by inflation.

VISHAY INTERTECHNOLOGY, INC. PART II - OTHER INFORMATION Item 1. Legal Proceedings Not applicable Item 2. Changes in Securities Not applicable Item 3. Defaults Upon Senior Securities Not applicable Item 4. Submission of Matters to a Vote of Security Holders Not applicable Item 5. Other Information Not applicable Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 27. Financial Data Schedule (b) Reports on Form 8-K Not applicable

SIGNATURES 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 thereunto duly authorized. VISHAY INTERTECHNOLOGY, INC. /s/ Richard N. Grubb ---------------------------- Richard N. Grubb Vice President, Treasurer (Duly Authorized and Chief Financial Officer) Date: May 5, 1995 -----------

5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM VISHAY INTERTECHNOLOGY, INC.'S QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 3-MOS DEC-31-1995 MAR-31-1995 24,743 0 212,049 10,807 329,415 623,111 797,759 222,141 1,449,516 250,679 0 2,264 0 0 614,803 1,449,516 310,284 310,284 231,019 231,019 42,733 0 8,319 28,213 6,179 22,034 0 0 0 22,034 .84 .84