SEC Filing | Vishay Intertechnology, Inc.

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, 2000 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 of (IRS employer incorporation or organization) identification no.) 63 Lincoln Highway Malvern, Pennsylvania 19355-2120 (Address of principal executive offices) (610) 644-1300 (Registrant's telephone number, including area code) 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 12, 2000 registrant had 75,776,677 shares of its Common Stock and 10,369,931 shares of its Class B Common Stock outstanding.

VISHAY INTERTECHNOLOGY, INC. FORM 10-Q MARCH 31, 2000 CONTENTS Page Number ------ PART I. FINANCIAL INFORMATION Item 1. Consolidated Condensed Balance Sheets - March 31, 2000 and December 31, 1999 3-4 Consolidated Condensed Statements of Operations - Three Months Ended March 31, 2000 and 1999 5 Consolidated Condensed Statements of Cash Flows - Three Months Ended March 31, 2000 and 1999 6 Notes to Consolidated Condensed Financial Statements 7-10 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 11-14 PART II. OTHER INFORMATION 15 2

VISHAY INTERTECHNOLOGY, INC. AND SUBSIDIARIES Consolidated Condensed Balance Sheets (Unaudited - In thousands) March 31 December 31 ASSETS 2000 1999 - ------ ---- ---- CURRENT ASSETS Cash and cash equivalents $ 124,877 $ 105,193 Accounts receivable 385,136 320,978 Inventories: Finished goods 150,252 144,645 Work in process 129,889 131,951 Raw materials 126,617 121,704 Deferred income taxes 42,028 35,119 Prepaid expenses and other current assets 72,524 67,159 ---------- ---------- TOTAL CURRENT ASSETS 1,031,323 926,749 PROPERTY AND EQUIPMENT - AT COST Land 50,489 51,453 Buildings and improvements 258,469 261,528 Machinery and equipment 1,073,125 1,073,556 Construction in progress 76,498 61,881 Allowance for depreciation (539,649) (517,873) ---------- ---------- 918,932 930,545 GOODWILL 393,833 399,970 OTHER ASSETS 60,654 66,517 ---------- ---------- $2,404,742 $2,323,781 ========== ========== 3

March 31 December 31 2000 1999 ---- ---- LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Notes payable to banks $ 35,629 $ 26,790 Trade accounts payable 105,918 101,613 Payroll and related expenses 74,883 77,209 Other accrued expenses 114,707 107,724 Income taxes 46,383 27,418 Current portion of long-term debt 4,356 4,445 ----------- ---------- TOTAL CURRENT LIABILITIES 381,876 345,199 LONG-TERM DEBT 607,276 656,943 DEFERRED INCOME TAXES 63,043 62,712 DEFERRED INCOME 48,560 50,462 MINORITY INTEREST 67,544 61,637 OTHER LIABILITIES 23,882 24,715 ACCRUED PENSION COSTS 104,810 108,521 STOCKHOLDERS' EQUITY Common Stock 7,575 7,431 Class B Common Stock 1,038 1,038 Capital in excess of par value 1,023,633 989,627 Retained earnings 171,862 97,591 Accumulated other comprehensive loss (94,786) (81,009) Unearned compensation (1,571) (1,086) ---------- ---------- 1,107,751 1,013,592 ---------- ---------- $2,404,742 $2,323,781 ========== ========== See notes to consolidated condensed financial statements. 4

VISHAY INTERTECHNOLOGY, INC. AND SUBSIDIARIES Consolidated Condensed Statements of Operations (Unaudited - In thousands except earnings per share) Three Months Ended March 31, 2000 1999 ---- ---- Net sales $538,894 $423,058 Costs of products sold 351,178 323,168 -------- -------- GROSS PROFIT 187,716 99,890 Selling, general, and administrative expenses 67,944 62,497 Amortization of goodwill 3,136 3,292 -------- -------- OPERATING INCOME 116,636 34,101 Other income (expense): Interest expense (12,515) (12,880) Loss on disposal of subsidiary - (10,073) Other (174) 1,232 -------- -------- (12,689) (21,721) -------- -------- EARNINGS BEFORE INCOME TAXES AND MINORITY INTEREST 103,947 12,380 Income taxes 23,454 9,043 Minority interest 6,222 2,519 -------- -------- NET EARNINGS $74,271 $818 ======== ======== Basic earnings per share $0.86 $0.01 Diluted earnings per share $0.84 $0.01 Weighted average shares outstanding - basic 86,692 84,448 Weighted average shares outstanding - diluted 88,495 84,663 See notes to consolidated condensed financial statements. 5

VISHAY INTERTECHNOLOGY, INC. AND SUBSIDIARIES Consolidated Condensed Statements of Cash Flows (Unaudited - In thousands) Three Months Ended March 31 March 31 2000 1999 ---- ---- OPERATING ACTIVITIES Net earnings $ 74,271 $ 818 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 38,219 35,735 Loss on sale of subsidiary - 10,073 Loss on disposal of property and equipment 100 36 Minority interest in net earnings of consolidated subsidiaries 6,222 2,519 Other 16,455 (9,853) Changes in operating assets and liabilities (68,032) (31,068) -------- -------- NET CASH PROVIDED BY OPERATING ACTIVITIES 67,235 8,260 INVESTING ACTIVITIES Purchases of property and equipment (40,326) (25,026) Proceeds from sale of subsidiary - 9,118 Proceeds from sale of property and equipment 2,270 723 -------- -------- NET CASH USED IN INVESTING ACTIVITIES (38,056) (15,185) FINANCING ACTIVITIES Proceeds from long-term borrowings - 296 Principal payments on long-term debt (1,170) (1,978) Net payments on revolving credit lines (48,617) (16,735) Net changes in short-term borrowings 8,497 6,689 Proceeds from stock options exercised 33,466 - -------- -------- NET CASH USED IN FINANCING ACTIVITIES (7,824) (11,728) Effect of exchange rate changes on cash (1,671) (3,268) -------- -------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 19,684 (21,921) Cash and cash equivalents at beginning of period 105,193 113,729 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $124,877 $ 91,808 ======== ======== See notes to consolidated condensed financial statements. 6

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (unaudited) March 31, 2000 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 accruals) 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 period 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, 1999. Note 2: Earnings Per Share The following table sets forth the computation of basic and diluted earnings per share (in thousands, except earnings per share): Three Months Ended March 31, 2000 1999 ------------- ------------ Numerator: Net income $ 74,271 $ 818 ------------ ----------- Denominator: Denominator for basic earnings per share - weighted average shares 86,692 84,448 Effect of dilutive securities: Stock appreciation rights 386 - Employee stock options 1,295 155 Other 122 60 ------------ ----------- Dilutive potential common shares 1,803 215 Denominator for diluted earnings per share - adjusted weighted average shares 88,495 84,663 Basic earnings per share $ 0.86 $ 0.01 ============ ============ Diluted earnings per share $ 0.84 $ 0.01 ============ ============ Earnings per share amounts for all periods presented reflect the five-for-four stock split paid on June 22, 1999. 7

In connection with the acquisition of LPSC, the Company issued stock appreciation rights (SARs) to the former owners of LPSC. The SARs represent the right to receive, in stock, the increase in value on the equivalent of 2,133,000 shares of the Company's stock above $17.52 per share. On January 24, 2000, the Company exercised its right to call the SARs. Based on the call price of $39.64 per share and the average closing price of Vishay shares for thirty days prior to January 24, 2000, the Company would have to issue 1,529,000 shares of Vishay Common Stock to settle the SARs. For the quarter ended March 31, 2000, 1,143,000 shares were included in the calculation of basic earnings per share and 1,529,000 shares were included in the calculation of diluted earnings per share. See Note 6 with respect to the proposed sale of the Company's interest in LPSC for consideration including transfer to the Company of the rights under the SARs. Note 3: Business Segment Information The Company designs, manufactures, and markets electronic components that cover a wide range of products and technologies. The Company has two reportable segments: Passive Electronic Components (Passives) and Active Electronic Components (Actives). The Company evaluates performance and allocates resources based on several factors, of which the primary financial measure is the computation of business segment operating income excluding amortization of intangibles. The corporate component of operating income represents corporate selling, general, and administrative expenses. Three Months Ended March 31, 2000 1999 --------- ---------- Business Segment Information (in thousands) Net Sales: Passives $ 325,510 $ 251,532 Actives 213,384 171,526 ------------ ------------ $ 538,894 $ 423,058 ------------ ------------ Operating Income: Passives $ 77,974 $ 16,619 Actives 48,666 23,338 Corporate (6,868) (2,564) Amortization of Goodwill (3,136) (3,292) ----------- ----------- $ 116,636 $ 34,101 ----------- ----------- 8

Note 4: Comprehensive Income Total comprehensive income (loss) includes the following components (in thousands): Three Months Ended March 31, 2000 1999 -------- -------- Net Income $ 74,271 $ 818 Other comprehensive income (loss): Foreign currency translation adjustment (14,007) (42,149) Pension liability adjustment, net of tax 231 534 --------- --------- Total other comprehensive loss (13,776) (41,615) --------- --------- Comprehensive income (loss) $60,495 $ (40,797) ========== ========= Note 5: Income Taxes The effective tax rate for the first quarter of 2000 was 22.6% as compared to 73.0% for the first quarter of 1999. The unusual effective tax rate for the first quarter of 1999 was due to the following: (i) the non tax deductibility of the pretax loss on the sale of Nicolitch, S.A. ($10,073,000); (ii) the tax expense recorded on the sale of Nicolitch, S.A.($1,416,000); and (iii) the change in the tax rate in Germany ($1,939,000). Exclusive of these items, the effective tax rate for the first quarter of 1999 would have been 25.3%. Note 6: Sale of Subsidiary On March 15, 2000, the Company and Lite-On JV Corporation ("Lite-On Group") entered into a Memorandum of Understanding for the sale of the Company's 65% interest in LPSC to the Lite-On Group for consideration consisting of cash and the assignment or transfer to Vishay of the Lite-On Group's rights under the SARs (see Note 2). The Lite-On Group currently owns the remaining 35% interest in LPSC. The actual effect on earnings from the disposition of LPSC will depend on the value of the Company's stock at the time the parties execute final documentation. The closing is expected to occur before September 30, 2000. During the time prior to the closing, the parties will prepare additional documentation relating to the transaction, and the Lite-On Group will arrange its financing for the cash portion of the purchase price. The Company and the Lite-On Group have agreed to defer the actual redemption of the SARs pending the execution of certain documentation relating to the sale of the Company's interest in LPSC to the Lite-On Group. No effects of these transactions are reflected in the Company's financial statements for the quarter ended March 31, 2000. On March 26, 1999, the Company finalized the sale of Nicolitch, S.A., its French manufacturer of printed circuit boards, to Leonische Drahtwerke AG. In connection with the sale, the Company received proceeds of $9,118,000 and recorded a non-cash book loss of $11,489,000, including tax expense of $1,416,000. 9

Note 7: Subsequent Event On May 15, 2000, the Company sold 5,895,000 shares of its common stock in an underwritten public offering at a price of $73.50 per share, including 95,000 shares to cover over-allotments. Of the shares being offered, 5,595,000 shares were offered by the Company and 300,000 shares were offered by selling stockholders. The Company has granted the underwriters options to purchase up to 775,000 additional shares of common stock at the public offering price to cover additional over-allotments, if any. The total net proceeds to the Company from the offering, after deducting the underwriters discount and estimated expenses, were $395.2 million. The Company did not receive any proceeds from the sale of common stock by the selling stockholders. However, the Company received approximately $5.0 million representing the aggregate exercise price of the stock options through which the selling stockholders acquired their shares. The Company intends to use the net proceeds it received from the offering to repay a portion of the debt outstanding under its long-term revolving credit facility. 10

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations Income statement captions as a percentage of sales and the effective tax rates were as follows: Three Months ended March 31, 2000 1999 ---- ---- Costs of products sold 65.2 % 76.4 % Gross profit 34.8 23.6 Selling, general, and administrative expenses 12.6 14.8 Operating income 21.6 8.1 Earnings before income taxes and minority interest 19.3 2.9 Effective tax rate 22.6 73.0 Net earnings 13.8 0.2 Net Sales First quarter net sales increased $115,836,000 or 27.4% from the first quarter of 1999. Both the passive and active components businesses contributed to this increase. The passive components business net sales were $325,510,000 for the first quarter as compared to $251,532,000 for the first quarter of 1999; a 29.4% increase. The active components business first quarter net sales were $213,384,000 as compared to $171,526,000 for the first quarter of 1999; a 24.4% increase. This sales growth reflects the strong demand for the Company's products, particularly in telecommunication, automotive, and computer applications markets. The sales increase for the first quarter of 2000 was offset by $22,873,000 on account of the strengthening of the U.S. dollar against foreign currencies during the quarter, in comparison to the first quarter of the prior year. Costs of Products Sold Costs of products sold for the first quarter were 65.2% of net sales, as compared to 76.4% for the first quarter of 1999. Gross profit, as a percentage of net sales increased to 34.8% compared to 23.6% for the first quarter of 1999, with both the active and passive components businesses contributing to the increase. The active components business gross margins were 37.1% as compared to 30.1% for the first quarter of 1999. The Siliconix operation was primarily responsible for this increase. The gross 11

profit margin for Siliconix was 48.0% for the quarter ended March 31, 2000. This was due to increased manufacturing efficiencies, an improved product mix, and continued cost reduction efforts. The passive components business gross profit margins were 33.4% as compared to 19.8% for the first quarter of 1999. This increase was mainly a result of increased demand for the passive products, particularly resistors, tantalum capacitors, and multi-layer ceramic chip capacitors. Average selling prices remained comparable with the first quarter of 1999. Israeli government grants, recorded as a reduction of costs of products sold, were $3,677,000 for the first quarter of 2000, as compared to $3,464,000 for the first quarter of 1999. 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 Company employees in Israel. Deferred income at March 31, 2000 relating to Israeli government grants was $48,560,000, as compared to $50,462,000 at December 31, 1999. Selling, General, and Administrative Expenses Selling, general, and administrative expenses for the first quarter of 2000 were 12.6% of net sales, as compared to 14.8% of net sales for the first quarter of 1999. The decrease in selling, general and administrative expenses, as a percentage of net sales, relates to higher net sales in 2000 as compared to the first quarter of 1999. The Company continues to implement cost reduction initiatives company-wide, with particular emphasis placed on reducing headcount in high labor cost countries. Interest Expense Interest costs decreased by $365,000 as compared to the first quarter of 1999. This decrease was a result of lower outstanding bank borrowings during the first quarter of 2000 as compared to the first quarter of the prior year, partially offset by higher interest rates. Other Income Other income for the first quarter of 2000 decreased by $1,406,000 as compared to the first quarter of 1999. This is attributable to greater foreign exchange losses partially offset by higher interest income and income recognized under the equity method. Loss on Sale of Subsidiary Included in the first quarter 1999 results is a pre-tax loss of $10,073,000 relating to the sale of Nicolitch S.A., a French manufacturer of printed circuit boards, to Leonische Drahtwerke AG, which was completed on March 26, 1999. Minority Interest Minority interest for the first quarter of 2000 increased by $3,703,000 as compared to the first quarter of 1999 primarily due to the increase in net earnings of Siliconix, of which Vishay owns 80.4%. 12

Income Taxes The effective tax rate for the first quarter was 22.6% as compared to 73.0% for the first quarter of 1999. The higher tax rate for the first quarter of 1999 primarily reflects the non-tax deductibility of the loss on the sale of Nicolitch, S.A. Tax expense on the sale of Nicolitch, S.A. was $1,416,000. Also, a tax rate change in Germany resulted in a decrease in German deferred tax assets, which increased tax expense by $1,939,000. Exclusive of the effect of the sale of Nicolitch, S.A. and the tax rate change in Germany, the effective tax rate on earnings before minority interest for the first quarter of 1999 would have been 25.3%. The continuing effect of low tax rates in Israel applicable to the Company, as compared to the statutory rate in the United States, resulted in increases in net earnings of $12,853,000 and $2,998,000 for the first quarter of 2000 and 1999, respectively. The more favorable Israeli tax rates are applied to specific approved projects and are normally available for a period of ten or fifteen years. Financial Condition and Liquidity Cash flows from operations were $67,235,000 compared to $8,260,000 for the first quarter of 1999. The increase in cash generated from operations is attributable to an increase in net earnings from the first quarter of 1999. Net purchases of property and equipment were $40,326,000 compared to $25,026,000 in the first quarter of 1999, reflecting the Company's efforts toward increasing capacity. The Company paid down $48,617,000 on its revolving credit lines during the first quarter of 2000. These payments were partially funded by the proceeds from stock options exercised during the quarter of $33,466,000. The Company's financial condition at March 31, 2000 was strong, with a current ratio of 2.70 to 1. The Company's ratio of long-term debt, less current portion, to stockholders' equity was .55 to 1 at March 31, 2000 as compared to .82 to 1 at March 31, 1999 and .65 to 1 at December 31, 1999. Year 2000 Compliance In prior years, the Company discussed the nature and progress of its plans to become Year 2000 compliant. Each of the Company's divisions implemented a Year 2000 program designed to address the Year 2000 issue, of which all programs are now complete. The Company's total cost for these Year 2000 programs approximated $1,400,000. As a result of these efforts, the Company has experienced no significant disruptions in mission-critical information technology and non-information technology systems and believes those systems successfully responded to the Year 2000 date change. In addition, the Company has not experienced any adverse effects with any of its third party vendors, suppliers or customers. While the Company is not aware of, and does not expect that it will experience, any material problems related to this issue, it will continue to monitor its mission-critical computer applications and those of its suppliers, vendors and customers throughout the Year 2000 to ensure that any latent Year 2000 matters that may arise are addressed promptly. 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. 13

Safe Harbor Statement From time to time, information provided by the Company, including but not limited to statements in this report, or other statements made by or on behalf of the Company, may contain "forward-looking" information within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements involve a number of risks and uncertainties. The Company's actual results could differ materially from those discussed in the forward-looking statements. The Company's 1999 Annual Report on Form 10-K contains cautionary statements that identify important factors that could cause actual results to differ materially from those in any forward-looking statements made by or on behalf of the Company. Market Risk Disclosure The Company's cash flows and earnings are subject to fluctuations resulting from changes in foreign currency exchange rates and interest rates. The Company manages its exposure to these market risks through internally established policies and procedures and, when deemed appropriate, through the use of derivative financial instruments. The Company's policy does not allow speculation in derivative instruments for profit or execution of derivative instrument contracts for which there are no underlying exposures. The Company does not use financial instruments for trading purposes and is not a party to any leveraged derivatives. The Company monitors its underlying market risk exposures on an ongoing basis and believes that it can modify or adapt its hedging strategies as needed. The Company is exposed to changes in U.S. dollar LIBOR interest rates on its floating rate revolving credit facility. At March 31, 2000, the outstanding balance under this facility was $595,000,000. On a selective basis, the Company from time to time enters into interest rate swap or cap agreements to reduce the potential negative impact increases in interest rates could have on its outstanding variable rate debt. At March 31, 2000, a fixed rate swap was in place on $300,000,000 of the Company's revolving credit facility. The impact of interest rate instruments on the Company's results of operations was not significant. 14

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) Not applicable 15

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 Executive Vice President, Treasurer (Duly Authorized and Chief Financial Officer) Date: May 15, 2000 16

5 0000103730 Vishay Intertechnology, Inc. 1,000 3-MOS DEC-31-2000 JAN-01-2000 MAR-31-2000 124,877 0 392,073 (6,937) 406,758 1,031,323 1,458,581 (539,649) 2,404,742 381,876 607,276 0 0 7,575 1,100,176 2,404,742 538,894 538,894 351,178 351,178 71,254 0 12,515 103,947 23,454 74,271 0 0 0 74,271 0.86 0.84