SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
FORM 8-K/A
AMENDMENT NO. 1 TO 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): December 13, 2002
----------
VISHAY INTERTECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-7416 38-1686453
(State or other jurisdiction of (Commission file number) (I.R.S. employer
incorporation or organization) identification no.)
63 Lincoln Highway
Malvern, Pennsylvania 19355-2120
(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.)
This Form 8-K/A amends the Form 8-K filed by the Registrant on December 23,
2002. The following items have been amended:
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits
(a) Financial Statements of BCcomponents Holdings B.V.
Consolidated Balance Sheet (Unaudited) -- December 31, 2000
and 2001.
Consolidated Statement of Income (Unaudited) -- Year ended
December 31, 2000 and 2001.
Consolidated Statement of Cash Flow (Unaudited) -- Year ended
December 31, 2000 and 2001.
Notes to Consolidated Financial Statements (Unaudited).
Consolidated Balance Sheet (Unaudited)-- September 30, 2002.
Consolidated Statements of Income (Unaudited) -- Nine Months
ended September 30, 2001 and 2002.
Consolidated Statements of Cash Flows (Unaudited) -- Nine
Months ended September 30, 2001 and 2002.
(b) Pro Forma Financial Information.
Pro Forma Condensed Consolidated Balance Sheet (Unaudited) --
September 30, 2002.
Pro Forma Condensed Consolidated Statement of Income
(Unaudited) -- Year ended December 31, 2001 and Nine Months
ended September 30, 2002.
Notes to Pro Forma Condensed Consolidated Financial Statements
(Unaudited).
-2-
Consolidated balance sheet (Unaudited)
At December 31, 2001
(Before appropriation of net income)
(Currency - Millions of Euros)
2001 2000
(euro) (euro)
ASSETS
Fixed assets
Financial fixed assets 1.6 --
Intangible fixed assets 0.6 0.8
Tangible fixed assets 94.4 90.5
----- -----
96.6 91.3
----- -----
Current assets
Inventory
Raw materials and supplies 14.0 17.1
Work in process 7.8 12.3
Finished products and trade goods 26.9 37.2
----- -----
48.7 66.6
----- -----
Accounts receivable trade 40.0 67.3
Other receivables 3.9 3.9
Prepaid expenses 1.4 0.8
----- -----
45.3 72.0
----- -----
Cash 22.1 14.0
----- -----
116.1 152.6
----- -----
212.7 243.9
===== =====
Consolidated balance sheet (Unaudited)
At December 31, 2001
(Before appropriation of net income)
(Currency - Millions of Euros)
2001 2000
(euro) (euro)
SHAREHOLDERS' EQUITY AND LIABILITIES
Shareholders' equity (211.9) (207.8)
Minority interest (0.0) (0.1)
----- -----
(211.9) (207.9)
----- -----
Provisions
Pensions 20.3 16.5
Other provisions 37.4 36.4
----- -----
57.7 52.9
----- -----
Long-term liabilities 275.7 269.2
----- -----
Short-term liabilities
Bank overdrafts and short-term loans 35.0 49.2
Accounts payable trade 27.8 42.8
Taxes and social security contributions 9.5 13.2
Other debts 5.5 5.9
Accrued liabilities 13.4 18.6
----- -----
91.2 129.7
----- -----
212.7 243.9
===== =====
Consolidated statement of income (Unaudited)
For the year ended December 31, 2001
(Currency - Millions of Euros)
2001 2000
(euro) (euro)
Revenues
Net sales 366.1 456.8
Change in inventory of finished products and
work in process (18.8) 11.1
Production costs capitalized for own business
activities 6.3 7.7
------ ------
353.6 475.6
------ ------
Cost of revenues
Cost of raw materials and supplies (122.0) (181.1)
Wages and salaries (93.7) (97.3)
Social security (28.2) (28.0)
Pension cost (4.8) (4.1)
Depreciation of fixed assets (18.8) (16.8)
Other cost of revenues (86.1) (98.4)
------ ------
(353.6) (425.7)
Operating income before restructuring expenses -- 49.9
------ ------
Restructuring expenses (14.6) --
------ ------
Operating income / (loss) (14.6) 49.9
------ ------
Financial income and expense
Interest income 0.4 2.7
Interest expense (29.1) (31.0)
Currency exchange loss (3.4) (5.2)
------ ------
(32.1) (33.5)
------ ------
Income / (loss) on ordinary activities before taxation (46.7) 16.4
------ ------
Provision for tax on income on ordinary activities 2.6 2.3
------ ------
Income / (loss) on ordinary activities after taxation (49.3) 14.1
------ ------
Minority interest (0.1) --
------ ------
Net income / (loss) (49.4) 14.1
===== =====
Consolidated cash flow statement (Unaudited)
For the year ended December 31, 2001
(Currency - Millions of Euros)
2001 2000
(euro) (euro)
Cash flows from operating activities
Net income (49.4) 14.1
----- -----
Depreciation of fixed assets 18.8 16.8
Valuation adjustment of fixed assets (0.6) (0.7)
Decrease/increase in minority interest 0.1 (0.8)
Decrease/increase provisions 4.8 (11.2)
----- -----
23.1 4.1
----- -----
Decrease/increase in inventory 17.9 (12.6)
Decrease/increase in current assets other than
inventory and cash 26.7 (8.6)
Decrease/increase in short-term liabilities other
than loans and bank overdrafts (24.3) 1.4
----- -----
Change in working capital 20.3 (19.8)
----- -----
Net cash used in operating activities (6.0) (1.6)
----- -----
Cash flows from investing activities
Net additions to fixed assets (21.9) (22.1)
Participations (1.6) --
----- -----
Net cash used in investing activities (23.5) (22.1)
----- -----
Cash flows from financing activities
Issuance of share capital 46.2 30.0
Adjustment to goodwill -- (8.1)
Proceeds from loans and short-term bank liabilities 12.7 40.4
Redemption of loans and short-term bank liabilities (20.5) (41.0)
----- -----
Net cash from financing activities 38.4 21.3
----- -----
Translation differences on cash (0.8) (0.3)
----- -----
Net decrease/increase in cash 8.1 (2.7)
==== ====
Notes to consolidated financial statements (Unaudited)
At December 31, 2001
(Currency - Millions of Euros)
1. General
BCcomponents Holdings B.V. ("the company"), having its legal seat in Eindhoven,
The Netherlands, is engaged in the development of a broad line of electronic
components.
The company was disentangled from Philips Electronics as of January 1, 1999 and
for this transaction a shelf company was used (later renamed into BCcomponents
Holdings B.V.).
A summary of the management report is included in the annual report. The full
management report is available at the office of the company upon request.
2. Principles of Consolidation
All significant intercompany balances and transactions are eliminated in
consolidation. The consolidated financial statements integrally include the
financial statements of the company and the following group companies, which are
economically and organisationally linked to the company:
Percentage
Name Country Ownership
- ----------------------------------------------- ----------- ----------
BCcomponents Holdings (Netherlands) B.V. Netherlands 100%
BCcomponents B.V. Netherlands 100%
BCcomponents International B.V. Netherlands 100%
BCcomponents Austria GmbH Austria 100%
BCcomponents Holdings GmbH Germany 100%
BCcomponents Beyschlag GmbH Germany 100%
BCcomponents Vertriebs GmbH Germany 100%
BC Components, Inc. USA 100%
BCcomponents SAS France 100%
BCcomponents Estate N.V. (previously known as
BCcomponents Holding N.V.) Belgium 100%
BCcomponents N.V. Belgium 100%
BCcomponents UK Ltd. United Kingdom 100%
BC Components South Europe SRL Italy 100%
Valen Ltd. Hong Kong 100%
BCcomponents (Shanghai) Company Ltd. China 95%
BCcomponents Trading (Shanghai) Co. Ltd. China 100%
BCcomponents India Pvt. Ltd. India 100%
BCcomponents Hong Kong Ltd. Hong Kong 100%
BCcomponents China Ltd. Hong Kong 100%
BCcomponents Singapore Pte. Ltd. Singapore 100%
BCcomponents (Taiwan) Ltd. Taiwan 100%
In 2001, BC Components Inc. started a joint venture of 49% in Capfoil, LLC. This
joint venture is not consolidated, but stated at its net asset value presented
under financial fixed assets.
The relevant part of total group equity and net result attributable to third
parties is included as minority interest in the consolidated balance sheet and
statement of income respectively.
Assets, shareholders' equity and liabilities of foreign group companies not
denominated in euros are for consolidation purposes translated into euros at the
rates of exchange prevailing at yearend. Income and expense are translated at
the average rates of exchange for the year. Gains and losses resulting from the
translation are recorded directly in shareholders' equity.
3. Accounting Principles
a) General
The accounting principles of the company are summarized below. These accounting
principles have all been applied consistently throughout the year and the
preceding year.
Assets and liabilities are stated at face value unless indicated otherwise.
Assets and liabilities denominated in foreign currencies are translated into
euros at the rates of exchange prevailing at yearend. Transactions in foreign
currencies are translated at the rates of exchange prevailing at the date of the
transaction. The exchange results are recorded under financial income and
expense in the statement of income.
b) Comparative figures
Certain reclassifications have been made to the 2000 financial statements in
order to conform to the current year's presentation.
c) Intangible fixed assets
Capitalized costs in connection with software development included in intangible
fixed assets are amortized on a straight-line basis over a period of 2-5 years.
Goodwill originating from the acquisition of investments represents the
difference of the (company's share in) net asset value and the acquisition cost
of the investments at the time of the acquisition.
Intangible fixed assets are revalued in case of any permanent impairment.
d) Tangible fixed assets
Tangible fixed assets are stated at the acquisition cost, less straight-line
depreciation. The depreciation is calculated on the basis of acquisition cost
less residual value and the estimated useful life of the related asset. The
estimated useful lives are:
Buildings 10 - 25 years
Machinery and equipment 5 - 10 years
Other tangible fixed assets 2 - 5 years
Tangible fixed assets are revalued in case of any permanent impairment.
Tangible fixed assets under construction are stated at the lower of production
cost or net realizable value. Production cost includes materials, direct labor,
an attributable proportion of manufacturing overheads based on normal levels of
activity. Net realizable value is based on estimated selling price, less further
costs expected to be incurred for completion and disposal.
e) Financial fixed assets
Investments in subsidiaries and associating companies are stated at net asset
value if the company effectively exercises influence of significance over the
operational and financial activities of these investments. The net asset value
is determined on the basis of the accounting principles applied by the company.
f) Inventory
Raw materials, supplies and trade goods are stated at the lower of (first-in,
first-out) purchase price or net realizable value. Finished products and work in
process are stated at the lower of production cost or net realizable value.
Production cost includes materials, direct labor, an attributable proportion of
manufacturing overheads based on normal levels of activity. Net realizable value
is based on estimated selling price, less further costs expected to be incurred
for completion and disposal.
g) Accounts receivable
Accounts receivable are stated at face value, less an allowance for possible
uncollectable accounts.
h) Income taxes
Income taxes are calculated based on the corporate income tax systems applicable
in the respective countries. The value of inventories, tangible fixed assets,
accounts receivable and provisions for tax purposes are different from the value
in the statutory accounts. Deferred tax assets resulting from fiscal loss
compensation are valued at nil.
i) Financial instruments
On-balance sheet financial instruments are stated at nominal value unless
indicated otherwise.
The company uses an off-balance sheet financial instrument (interest cap) to
hedge its potential exposure to movement in interest rates.
j) Recognition of income
Net sales are determined on the basis of the value (excluding taxes) of goods
invoiced, less discounts, rebates and similar charges granted to customers.
Sales are recognized upon delivery of the goods. Cost of sales is recorded in
the same period as sales are recognized.
Other revenues and expenses are recorded in the period in which they originate.
4. Financial Fixed Asset
The movement in investments in unconsolidated companies is as follows:
Book value January 1 (euro) -
Acquisition of 49% interest in Capfoil LLC (euro) 1.6
Book value December 31 (euro) 1.6
=============
5. Intangible Fixed Asset
The movement in capitalized software recorded under intangible fixed assets is
as follows:
Book value January 1 (euro) 0.8
Additions (euro) 0.1
Amortization (euro) (0.3)
Book value December 31 (euro) 0.6
=============
Historical Cost (euro) 0.9
Accumulated amortization (euro) (0.3)
Book value December 31 (euro) 0.6
=============
6. Tangible Fixed Assets
The movement in tangible fixed assets is as follows:
Machinery Other
Land And And Tangible
Buildings Equipment Fixed Assets Total
(euro) (euro) (euro) (euro)
Book Value January 1 28.1 54.2 8.2 90.5
Translation Gain 0.2 1.2 0.1 1.5
Additions 1.3 21.0 2.8 25.1
Retirements (0.4) (2.4) (0.5) (3.3)
Valuation adjustments (0.1) (0.8) -- (0.9)
Depreciation (2.2) (12.9) (3.4) (18.5)
---- ---- ---- -----
Book value December 31 26.9 60.3 7.2 94.4
==== ==== ==== =====
Historical Cost 34.7 74.0 14.5 123.2
Accumulated Depreciation (7.8) (13.7) (7.3) (28.8)
---- ---- ---- -----
Balance December 31 26.9 60.3 7.2 94.4
==== ==== ==== =====
7. Accounts Receivable
Accounts receivable as presented under current assets are specified as follows:
2001 2000
(euro) (euro)
Remaining period Remaining period
--------------------------------- ------------------------------
Not
exceeding More Than Up To More Than
1 year 1 year Total 1 year 1 year Total
Trade 39.7 0.3 40.0 66.9 0.4 67.3
Other receivable 3.7 0.2 3.9 3.7 0.2 3.9
Prepaid expenses 1.4 -- 1.4 0.8 -- 0.8
---- ---- ---- ---- ---- ----
44.8 0.5 45.3 71.4 0.6 72.0
==== ==== ==== ==== ==== ====
Accounts receivable at December 31, 2001 are substantially denominated in
foreign currencies. The foreign currencies include the currencies of those
countries in which the group has its operations.
8. Cash
Cash at December 31, 2001 includes short-term time deposits for the amount of
(euro) 9.3 (2000 - (euro) 2.4). Otherwise no restrictions on usage of cash
exist.
9. Provisions
Pension provisions are determined by actuarial calculation. Pension benefits of
Dutch employees are insured with the "Bedrijfspensioenfonds voor de
Metaalindustrie". Pension provisions included in the consolidated balance sheet
primarily represent non-insured pension
liabilities related to foreign subsidiaries. These provisions are predominantly
of a long term nature.
Other provisions include those for expected expenditures related to planned
reorganisation, restructuring and rationalisation measures. The short-term
portion of other provisions amounts to (euro) 24.3 (2000 - (euro) 23.6).
The movement in other provisions is specified as follows:
2001 2000
(euro) (euro)
Balance January 1 36.4 41.5
Translation effects - 0.3
Use of Provisions (13.6) (10.5)
Addition to provision 14.6 5.1
------ -----
Balance December 31 37.4 36.4
====== =====
10. Liabilities
Liabilities with a remaining period up to 1 year, including the short-term
portion of long-term liabilities, are presented under short-term liabilities.
The carrying amount of the long-term debt at December 31, 2001 is at nominal
value. Liabilities at December 31, 2001 are partially denominated in foreign
currencies. The foreign currencies include a mezzanine loan amounting to USD
105.7 million (2000 - USD 105 million) and loans for the equivalent of (euro)
40.8 (2000 - (euro) 40.7) denominated in USD and/or the local currencies in
which the relevant group companies operate. The mezzanine loan is subordinated
in right of payment to other loan facilities amounting to (euro) 192.0 (2000 -
(euro) 193.9). The interest rate on the Euro denominated loans is based upon
LIBOR plus a margin. The interest rate on the USD 105 million mezzanine loan
amounts to 13% (2000 - 12%), 12% of which is paid in cash and 1 % of which is
added to the principal on a quarterly accrual basis.
Liabilities with a remaining period of more than 1 year are specified as
follows:
2001 2000
(euro) (euro)
Remaining period Remaining period
--------------------------------- ----------------------------------
Up To More Than Up To More Than
5 years 5 years Total 5 years 5 years Total
Bank Loans 152.6 119.7 272.3 118.3 146.9 265.2
Other long-term liabilities 3.4 -- 3.4 4.0 -- 4.0
----- ----- ----- ----- ----- -----
156.0 119.7 275.7 122.3 146.9 269.2
===== ===== ===== ===== ===== =====
The company has granted security over its assets in favour of the financial
institutions to support borrowings from those financial institutions by the
company and its subsidiaries within the BCcomponents Holdings group.
11. Income Taxes
The company and its Dutch wholly owned subsidiaries constitute a fiscal entity.
The group has a loss carryforward of approximately (euro) 150.0 (2000 - (euro)
100.0), which is available to reduce future tax liabilities.
12. Credit Facilities
The company and its subsidiaries have credit facilities available under a
revolving arrangement and local loans amounting to (euro) 72.5 (2000 - (euro)
72.3). At December 31, 2001 these facilities were used for an amount of (euro)
53.6 (2000 - (euro) 46.1).
The credit facilities with certain banks are secured by pledging of the
company's assets. In addition the company is not allowed to pledge assets to
other third parties.
13. Commitments
a) Purchase commitments
The company and its group companies have in their ordinary course of business
activities entered into purchase commitments for raw materials and supplies,
which amount to approximately (euro) 3.9 at December 31, 2001 (2000 - (euro)
24.6).
Purchase commitments in connection with the acquisition of fixed assets amount
to approximately (euro) 1.0 (2000 - (euro) 4.6).
b) Rental obligations and operational lease commitments
Total commitments in connection with rental obligations and operational lease
agreements amount to approximately (euro) 10.4 (2000 - (euro) 11.4). The
short-term portion of these commitments amounts to approximately (euro) 2.7
(2000 - (euro) 2.4). The portion that is due after 5 years amounts to
approximately (euro) 2.8 (2000 - (euro) 2.9).
c) Guarantees
The guarantees provided by the company on behalf of third parties amount to
(euro) 2.1 (2000 - (euro) 1.0) and relate to bank guarantees.
14. Segment Information
a) Business Segments
The business segment composition of the consolidated net sales is as follows:
2001 2000
(euro) (euro)
Capacitors 196.9 235.9
Resistors 159.7 187.6
Other 9.5 33.3
----- -----
366.1 456.8
===== ======
b) Geographical Segments
The geographical composition of the consolidated net sales is as follows:
2001 2000
(euro) (euro)
The Netherlands 15.5 19.5
Other European countries 188.0 225.6
North America 67.7 93.8
Central and South America 3.4 3.9
Asia 88.2 108.9
Africa 0.5 1.0
Australia 2.8 4.1
----- -----
366.1 456.8
===== =====
15. Personnel
The average number of personnel during the year was approximately 3.930 (2000 -
4.092) employed in the following functional areas:
2001 2000
Production and engineering 3.041 3.212
Sales and marketing 212 207
Distribution and Administration 677 673
----- -----
3.930 4.092
===== =====
The number of personnel does not include the 1.057 (2000 - 1.184) (sub)
contractors in Danshui (China).
16. Financial Instruments
The company (uses in the normal course of business) various types of financial
instruments. Financial instruments include those recognized in the balance sheet
(on-balance sheet) and off-balance sheet financial instruments.
The estimated fair value of a financial instrument is the amount for which an
asset could be exchanged, or a liability settled, between knowledgeable, willing
parties in an arm's length transaction. Fair values are determined from listed
market prices, price quotations from banks or from pricing models.
The company has procedures and policies in place to control risks related to
financial instruments. These policies and procedures include a clear segregation
of duties between operating, settlement, accounting and controlling of all
financial instruments used. (In addition, the geographical spread of the
company's activities limits the exposures to concentrations of credit or market
risk.) The company's management is involved in the risk management process.
a) On-balance sheet instruments
Financial instruments in the balance sheet substantially include accounts
receivable trade/ cash/ securities/ long-term loans/ short-term loans/ accounts
payable trade.
The estimated fair values of on-balance financial instruments at December 31,
2001 approximate their carrying amounts unless indicated otherwise.
The remainder of this note relates to off-balance sheet instruments.
b) Interest derivatives
Interest derivatives are mostly related to long-term financing arrangements and
are used to manage exposure to movements in interest rates and/or to adjust the
fixed rate or floating rate nature of financing arrangements.
An interest rate cap of (euro) 30.0 with a strike of 5.5% against one-month
EURIBOR is still outstanding, to expire on May 22, 2002. The fair value of this
interest rate cap is not significant.
c) Interest rates
The variable interest rate, substantially based on LIBOR to be paid will change
to the extent that rates fluctuate. Such changes may be substantial.
17. Cash Flow Statement
The cash flow statement is derived from the statement of income and other
changes between the opening and closing balance sheets, eliminating the effect
of currency translation differences upon consolidation. The cash in the cash
flow statement includes time deposits. Movements in provisions for assets have
been included under the item provided for.
(in thousands)
September 30,
Consolidated Balance Sheet (Unaudited) 2002
(euro)
Fixed assets
Intangible Fixed Assets 373
Tangible Fixed Assets 84,396
-------
84,769
-------
-------
Participations --
-------
Currents assets
Inventory
Raw materials and supplies 14,158
Work in process 7,219
Finished products and trade goods 20,696
-------
42,073
-------
Accounts receivable trade 40,206
Other receivables 2,737
Prepaid expenses 1,921
-------
44,864
-------
Cash 10,791
-------
Total 182,497
=======
(in thousands)
September 30,
Consolidated Balance Sheet (Unaudited) - continued 2002
(euro)
Share Capital 55,258
Translation Differences 1,238
Reserves -258,992
Current Year Results -43,460
--------
Shareholders'Equity -245,956
---------
Minority interest --
---------
-245,956
--------
Provisions
Pensions 17,091
Other provisions 24,129
41,220
--------
Long-term liabilities 247,907
--------
Short-term liabilities
Bank overdrafts and short-term
liabilities 58,492
Trade Accounts Payable 34,173
Accrued liabilities 46,661
--------
139,326
--------
182,497
========
Statement of Income 2002 2001
YTD Sept. YTD Sept.
Revenues
Net Sales 222,154 294,791
Change in Inventory -4,453 -11,674
Production costs capitalised
------- -------
217,701 283,117
------- -------
Cost of revenues
Costs of raw materials 85,557 98,765
Wages & salaries 89,368 105,308
Social security -- --
Pension Costs -- --
Depreciation of Fixed Assets 12,759 13,757
Other costs of revenues 48,748 54,571
------- -------
236,432 272,401
------- -------
0
Operating Income -18,731 10,716
------- -------
Financial Income & Charges
Interest Income 175 322
Interest Expense -24,841 -22,938
Currency exchange loss 6,075 -940
------- -------
-18,591 -23,556
------- -------
Income on Ordinary activities -37,322 -12,840
------- -------
Taxation 59 -1,647
------- -------
Income after Tax -37,263 -14,487
------- -------
Non ordinary expenses -7,000 --
------- -------
Net Income -44,263 -14,487
======= =======
Cashflow 2002 2001
YTD Sept. YTD Sept.
Cash flows from operating activities
Net income -43.5 -14.0
----- -----
Depreciation of fixed assets 12.8 13.8
Valuation adjustment of fixed assets -- --
Decrease/increase in minority interest -- 0.1
Decrease/increase provisions -16.5 -4.8
----- -----
-3.7 9.1
----- -----
Decrease/Increase in inventory 6.6 11.9
Decrease/Increase in current assets other than
inventory and cash 0.4 19.6
Decrease/increase in short-term liabilities other
than loans and bank overdrafts 24.8 -12.6
----- -----
Change in working capital 31.8 18.9
----- -----
Net cash used in operating activities -15.4 13.9
----- -----
Cash flows from investing activities
Net aditions to tangible fixed assets -2.6 -18.6
Participations 1.6 0.0
----- -----
Net cash used in investing activities -1.0 -18.6
----- -----
Cash flows from financing activities
Issuance of share capital 9.4 44.2
Adjustment to goodwil -- --
Proceeds from loans and short-term bank liabilities -4.3 -30.4
Redemption of loans and short-term bank liabilities -- --
----- -----
Net cash from financing activities 5.1 13.8
----- -----
Translation differences on cash -- --
----- -----
Net decrease/increase in cash -11.3 9.1
----- -----
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following unaudited pro forma condensed consolidated financial
statements give pro forma effect to the acquisition using the purchase method of
accounting and the assumptions and adjustments set forth in the accompanying
notes to the pro forma financial statements. On December 13, 2002, Vishay
Intertechnology, Inc. ("Vishay") acquired BCcomponents Holdings B.V.
("BCcomponents" or "BCC"), a leading manufacturer of passive components with
operations in Europe, India and the Far East. The product lines of BCcomponents
include linear and non-linear resistors; ceramic, film and aluminum electrolytic
capacitors; and switches and trimming potentiometers.
Vishay acquired the outstanding shares of BCcomponents in exchange for
ten-year warrants to acquire 7,000,000 shares of Vishay common stock at an
exercise price of $20.00 per share and ten-year warrants to acquire 1,823,529
shares of Vishay common stock at an exercise price of $30.30 per share. In the
transaction, outstanding obligations of BCcomponents, including indebtedness and
transaction fees and expenses, in the amount of approximately $224 million were
paid ($191 million) or assumed ($33 million). Also, $105 million in principal
amount of BCcomponents' mezzanine indebtedness and certain other securities of
BCcomponents were exchanged for $105 million principal amount of floating rate
unsecured loan notes of Vishay due 2102. The Vishay notes bear interest at LIBOR
plus 1.5% through December 31, 2006 and at LIBOR thereafter. The interest note
could be further reduced to 50% of LIBOR after December 31, 2010 if the price of
Vishay common stock trades above a specified target price, as provided in the
notes. The notes are subject to a put and call agreement under which the holders
may at any time put the notes to Vishay in exchange for 6,176,471 shares of
Vishay common stock in the aggregate, and Vishay may call the notes in exchange
for cash or for shares of its common stock after 15 years from the date of
issuance. Vishay has granted registration rights for the warrants and the shares
of common stock issuable in respect of the warrants.
The unaudited pro forma condensed consolidated statements of operations
for the year ended December 31, 2001 and the nine months ended September 30,
2002 are based on the individual historical statements of operations of Vishay
and BCcomponents and combine the results of operations of Vishay and
BCcomponents for the year ended December 31, 2001 and the nine months ended
September 30, 2002, as if the acquisition had occurred as of January 1, 2001.
The unaudited pro forma consolidated condensed balance sheet as of September 30,
2002 is based on the individual historical balance sheets of Vishay and
BCcomponents and gives effect to the acquisition as if it had occurred on
September 30, 2002.
The unaudited pro forma condensed consolidated financial statements are
based on estimates and assumptions. These estimates and assumptions are
preliminary and have been made solely for purposes of developing this pro forma
information. Unaudited pro forma consolidated financial information is presented
for illustrative purposes only and is not necessarily indicative of the combined
financial position or results of operations of future periods or the results
that actually would have occurred had the acquisition occurred on the dates
indicated. The pro forma consolidated financial information does not give effect
to any cost savings that may result from the integration of the Vishay and the
BCcomponents businesses. The pro forma adjustments are subject to change pending
a final analysis of the fair values of the assets acquired and liabilities
assumed. The impact of these changes could be material.
This unaudited pro forma consolidated financial information is based
upon the respective historical consolidated financial statements of Vishay and
BCcomponents and related notes thereto, and should be read in conjunction with
those statements and the related notes.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(UNAUDITED)
September 30, 2002 September 30,
As Reported Pro Forma 2002
Vishay BCC Adjustments Pro Forma
------ --- ----------- ---------
(In thousands)
ASSETS
Cash and cash equivalents $ 408,071 $ 10,533 ($ 75,000)(B) $ 343,604
Accounts receivable 341,625 41,916 383,541
Inventories 556,312 41,069 597,379
Deferred income taxes 70,435 0 70,435
Other current assets 130,243 1,875 132,118
----------- ----------- ----------- -----------
Total Current Assets 1,506,686 95,391 (75,000) 1,527,077
Property and equipment, net 1,128,203 82,378 1,210,581
Goodwill 1,105,784 0 380,417 (B) 1,486,201
Other Intangible Assets 78,855 364 79,219
Other assets 49,672 0 49,672
----------- ----------- ----------- -----------
$ 3,869,200 $ 178,133 $ 305,417 $ 4,352,750
=========== =========== =========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts and notes payable $ 113,868 $ 33,356 $ 0 147,224
3,000 (A)
Other current liabilities 329,078 45,545 85,000 (B) 462,623
Current portion of long-term debt 336 57,093 57,429
----------- ----------- ----------- -----------
Total Current Liabilities 443,282 135,994 88,000 667,276
(180,000)(B)
Long-term debt 485,644 241,979 116,000 (B) 663,623
Deferred income taxes 91,494 0 91,494
Deferred income 33,638 0 33,638
Minority Interest 72,871 0 72,871
Other liabilities 139,266 23,552 162,818
Accrued pension costs 160,066 16,682 300 (B) 177,048
Stockholders' equity
Common stock 14,428 0 14,428
Class B Common stock 1,538 0 1,538
Capital in excess of par value 1,871,115 0 41,000 (A) 1,912,115
Retained earnings (deficit) 647,119 (240,074) 240,117 (B) 647,162
Accumulated other comprehensive loss (90,763) 0 (90,763)
Unearned Compensation (498) 0 (498)
----------- ----------- ----------- -----------
Total stockholders' equity 2,442,939 (240,074) 281,117 2,483,982
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
$ 3,869,200 $ 178,113 $ 305,417 $ 4,352,750
=========== =========== =========== ===========
See notes to pro forma condensed consolidated financial statements.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
Year Ended December 31, 2001 Year Ended
As Reported Pro Forma December 31,
------------------------------ Adjustments 2001
Vishay BCComponents Note C Pro Forma
----------- ------------ ----------- -------------
(In thousands, except per share data)
Net sales $ 1,655,346 $ 326,438 $ 0 $ 1,981,784
Costs of products sold 1,273,827 244,115 (7,368) 1,510,574
----------- ----------- ----------- -----------
Gross profit 381,519 82,323 7,368 471,210
Selling, general, and
administrative expenses 278,171 82,323 0 360,494
Restructuring expense 61,908 13,018 12,456 87,382
Purchased research and development expense 16,000 0 0 16,000
Amortization of goodwill 11,190 0 0 11,190
----------- ----------- ----------- -----------
Operating income (loss) 14,250 (13,018) (3,856) (3,856)
Other income (expense):
Interest expense (16,848) (25,947) 11,788 (31,007)
Other 12,701 (2,675) 0 10,026
----------- ----------- ----------- -----------
(4,147) (28,622) 11,788 (20,981)
----------- ----------- ----------- -----------
Earnings (loss) before income taxes
and minority interest 10,103 (41,640) 6,700 (24,837)
Income taxes 5,695 2,318 4,479 12,492
Minority Interest 3,895 89 0 3,984
----------- ----------- ----------- -----------
Net earnings (loss) $ 513 ($ 44,047) ($ 2,221) ($ 41,313)
=========== =========== =========== ===========
Basic earnings (loss) per share $ 0.00 ($ 0.29)
Diluted earnings (loss) per share $ 0.00 ($ 0.29)
Weighted average shares
outstanding - basic 141,171 141,171
Weighted average shares
outstanding - diluted 142,514 141,171
See notes to pro forma condensed consolidated financial statements.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
Nine Months September 30, 2002 Nine Months Ended
As Reported Pro Forma September 30,
-------------------------------- Adjustments 2002
Vishay BCC Note C Pro Forma
----------- ------------ ------------ -------------
(In thousands, except per share data)
Net sales $ 1,363,436 $ 205,191 $ 0 $ 1,568,627
Costs of products sold 1,061,707 166,108 (4,699) 1,223,116
----------- ----------- ----------- -----------
Gross profit 301,729 39,083 4,699 345,511
Selling, general, and
administrative expenses 228,583 56,383 51 285,017
Restructuring expense 7,498 6,465 (3,451) 10,512
Amortization of goodwill 0 0 0 0
----------- ----------- ----------- -----------
Operating income (loss) 65,648 (23,765) 8,099 49,982
Other income (expense):
Interest expense (21,156) (22,942) 16,019 (28,079)
Other 4,755 5,772 10,527
----------- ----------- ----------- -----------
(16,401) (17,170) 16,019 (17,552)
----------- ----------- ----------- -----------
Earnings (loss) before income taxes
and minority interest 49,247 (40,935) 24,118 32,430
Income taxes 11,499 (54) 6,087 17,532
Minority Interest 6,597 0 6,597
----------- ----------- ----------- -----------
Net earnings (loss) $ 31,151 ($ 40,881) $ 18,031 $ 8,301
=========== =========== =========== ===========
Basic earnings per share $ 0.20 $ 0.05
Diluted earnings per share $ 0.19 $ 0.05
Weighted average shares
outstanding - basic 159,371 159,371
Weighted average shares
outstanding - diluted 160,725 160,725
See notes to pro forma condensed consolidated financial statements.
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(Dollars in thousands)
(A) Pro forma adjustments to record the acquisition reflect the following:
Vishay acquired the outstanding shares of BCcomponents in exchange for
ten-year warrants to acquire 7,000,000 shares of Vishay common stock at an
exercise price of $20.00 per share and ten-year warrants to acquire 1,823,529
shares of Vishay common stock at an exercise price of $30.30 per share. Vishay
has preliminarily estimated the value of the warrants to be $41 million using
the Black-Scholes option pricing model. Vishay also paid cash consideration of
$191 million for the payment of indebtedness and transaction fees and expenses.
The purchase price and related costs are as follows:
Cash consideration:
Existing Cash.......................................................... 75,000
Borrowings............................................................. 116,000
Warrants issued........................................................ 41,000
Acquisition costs...................................................... 3,000
--------
Total purchase price...................................................$235,000
========
(B) Under purchase accounting, the total purchase price is allocated to assets
acquired and liabilities assumed based on their estimated fair values. The final
allocation of the purchase price will be determined upon completion of an
evaluation of the fair value of BCcomponents' tangible and identifiable
intangible assets acquired and liabilities assumed at the date of the
acquisition. Purchase accounting adjustments have been preliminarily estimated
by Vishay's management based upon currently available information. There can be
no assurance, however, that the estimated adjustments represent the final
purchase accounting adjustments that will ultimately be determined. The
following pro forma adjustments have been made to reflect the estimated fair
values of the acquired assets and liabilities assumed.
Net Assets
------------------
Increase (Decrease)
Estimated restructuring costs........................................ (85,000)
BCC debt paydown..................................................... 180,000
Pension obligations.................................................. (300)
Elimination of BCcomponents deficit ................................. (240,074)
Cost in excess of net assets acquired................................ 380,374
--------
$235,000
========
(C) For purposes of determining the pro forma effect of the Bccomponents
acquisition on the Vishay consolidated statement of operations, the following
estimated pro forma adjustments have been made:
Increase (Decrease)
Income
Year Ended
12/31/2001
1. Reconciling items of Dutch GAAP to U.S. GAAP
Restructuring expense - record expense provisions
in proper period under U.S. GAAP (12,456)
2. Adjust costs of products sold for U.S. manufacturing
operations not acquired 7,368
3. Interest expense reduction due to refinancing of
BCC debt by Vishay 11,788
4. Income tax expense applicable
to adjustments at a 38%
assumed rate............................. (4,479)
---------
$ 2,221
Under Statement of Financial Accounting Standards No. 142, "Goodwill
and Other Intangible Assets", goodwill and intangible assets deemed to have
indefinite lives are no longer amortized and are subject to annual impairment
tests. Vishay adopted this new standard effective January 1, 2002, except that
the new rules were effective for any business combination completed after June
30, 2001. The pro forma financial statements, therefore, do not reflect any
amortization expense relating to the goodwill arising from the acquisition.
Beginning January 1, 2002, Vishay no longer records amortization on its
goodwill, but no adjustment for this has been reflected in the pro forma
presentation for the year ended December 31, 2001.
Increase (Decrease)
Income
Nine Months Ended
9/30/2002
1. Adjust reported BCcomponents from Dutch GAAP to U.S. GAAP
Selling, general & administrative expense -
reflect expenses in accordance with U.S.
GAAP (51)
Restructuring expense - record in proper expense
provisions period under U.S. GAAP 3,451
2. Adjust cost of products sold for U.S. manufacturing
operations not acquired 4,699
3. Interest expense reduction due to refinancing of
BCC debt by Vishay 16,019
4. Income tax expense applicable
to adjustments at a 38%
assumed rate........................... (6,087)
----------
$18,031
(D) Amounts for Bccomponents have been translated from Euros to U.S. Dollars as
follows:
Balance Sheet Data - at the approximate exchange rate in effect as of
September 30, 2002 (1.0245 Euro per U.S. $1)
Income Statement Data - at the approximate average exchange rate in effect
for the year ended December 31, 2001 (1.1215 Euro per U.S. $1)
Income Statement Data - at the approximate average exchange rate in effect
for the nine months ended September 30, 2002 (1.0826 Euro per U.S. $1)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
Vishay Intertechnology, Inc. has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
Date: February 26, 2002
VISHAY INTERTECHNOLOGY, INC.
By: /s/ Avi D. Eden
---------------------------------
Avi D. Eden
Executive Vice President
and General Counsel
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