SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): April 30, 2003
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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.)
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
Exhibit No. Description
- ----------- -----------
99.1 Press release issued by Vishay Intertechnology, Inc., dated
April 30, 2003, announcing first quarter 2003 results.
Item 9. Regulation FD Disclosure.
On April 30, 2003, Vishay Intertechnology, Inc. (the "Company") issued the
press release attached hereto as Exhibit 99.1, which is incorporated into this
Item 9 by reference, reporting the financial results of the Company for the
quarter ended March 31, 2003.
The information provided under this Item 9 and the accompanying exhibit
are being furnished under Item 12 of Form 8-K, "Results of Operations and
Financial Condition," but are being furnished under Item 9 of Form 8-K in place
of Item 12 in accordance with interim guidance provided by the Securities and
Exchange Commission in Release No. 33-8216 issued March 27, 2003.
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: May 2, 2003
VISHAY INTERTECHNOLOGY, INC.
By: /s/ Avi D. Eden
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Avi D. Eden
Executive Vice President
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
99.1 Press release issued by the Company, dated April 30, 2003,
announcing first quarter 2003 results.
NEWS RELEASE
Contact: Richard N. Grubb, Executive
Vice President and Chief Financial
Officer or Robert A. Freece,
Senior Vice President
610/644-1300
FOR IMMEDIATE RELEASE
VISHAY REPORTS IMPROVED RESULTS FOR FIRST QUARTER 2003
MALVERN, PENNSYLVANIA - April 30, 2003 -
o Sales for First Quarter 2003 increased 23% to $532,127,000 compared to
First Quarter 2002
o EPS of $0.04 in First Quarter 2003 compared to $0.02 in First Quarter
2002
o Bookings for First Quarter 2003 increased 13% to $560 million compared
to First Quarter 2002
o Book-to-Bill of 1.05 - First time Over 1.0 since Second Quarter 2002
o Backlog increased by $30 million during First Quarter 2003
o Cash balance at March 31, 2003 of $324 million
Dr. Felix Zandman, Chairman and Chief Executive Officer of Vishay
Intertechnology, Inc. (NYSE: VSH), announced today that sales for the quarter
ended March 31, 2003 were $532,127,000, a 23% increase as compared to sales of
$434,140,000 for the quarter ended March 31, 2002. Net earnings for the quarter
ended March 31, 2003 were $6,848,000 or $0.04 per share compared to net earnings
of $2,420,000 or $0.02 for the quarter ended March 31, 2002.
Commenting on the results for the first quarter of 2003, Dr. Zandman stated, "We
are pleased that the level of bookings in the first quarter has substantially
improved over the preceding quarter. However, the market conditions in the
worldwide electronics market continue to be difficult. The sales increase for
the quarter was aided by a contribution of $69 million of sales from the recent
acquisition of Bccomponents and a positive foreign exchange effect of $22
million. In December 2002, Vishay completed its acquisition of BCcomponents, a
leading manufacturer of passive components with a strong market position in
Europe and Asia. We are very excited about the opportunities presented by the
BCcomponents acquisition. We are in process of generating $70 million of cost
savings through restructuring and have already achieved $25 million of these
cost savings. We are continuing to aggressively reduce costs and move production
to lower labor cost countries. During the first quarter of 2003, we expensed in
selling, general and administrative expenses approximately $1,000,000 for
compliance with the provisions of the Sarbanes-Oxley Act. In addition, we will
continue to focus on research and
development and the introduction of new products. Our financial position is
strong and we continue to be confident in the prospects of our Company. We have
been generating cash from operations during 2002 and in the first quarter 2003
and our cash position was $324,000,000 at March 31, 2003.
Vishay, a Fortune 1,000 Company listed on the NYSE, is one of the world's
largest manufacturers of discrete semiconductors (diodes, rectifiers,
transistors, optoelectronics, and selected ICs) and passive electronic
components (resistors, capacitors, inductors, and transducers). The Company's
components can be found in products manufactured in a very broad range of
industries worldwide. Vishay is headquartered in Malvern, Pennsylvania, and has
plants in sixteen countries employing over 25,000 people. Vishay can be found on
the Internet at www.vishay.com.
Statements contained herein that relate to the Company's future performance,
including, without limitation, statements with respect to the Company's
anticipated results of operations or level of business for 2003 or any other
future period, including synergies and cost savings, are forward-looking
statements within safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Such statements are based on current expectations only, and
are subject to certain risks, uncertainties and assumptions. Should one or more
of these risks or uncertainties materialize, or should underlying assumptions
prove incorrect, actual results may vary materially from those anticipated,
estimated or projected. Among the factors that could cause actual results to
materially differ include: changes in the demand for, or in the mix of, the
Company's products and services; recessionary trends in general or in the
specific areas where the Company sells the bulk of its products; competitive
pricing and other competitive pressures; changes in the pricing for new
materials used by the Company, particularly tantalum and palladium; cancellation
of a material portion of the orders in the Company's backlog; difficulties in
expansion and/or new product development, including capacity constraints and
skilled personnel shortages; changes in laws, including trade restrictions or
prohibitions and the cancellation or reduction of government grants, tax
benefits or other incentives; currency exchange rate fluctuations; labor unrest
or strikes; underutilization of plants and factories in high labor cost regions
and capacity constraints in low labor cost regions; the availability of
acquisition opportunities on terms considered reasonable by the Company; and
such other factors affecting the Company's operations, markets, products,
services and prices as are set forth in its December 31, 2002 Report on Form
10-K filed with the Securities and Exchange Commission. The Company undertakes
no obligation to publicly update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
NOTE: A conference call for investors will begin Wednesday April 30, 2003 at
11:00 a.m. eastern time. Participants can join the call by dialing 888-428-4478
(U.S. and Canada only). If you are outside the U.S. and Canada, the number you
will need to use is 612-332-0418. The conference operator will require the two
following pieces of information in order to admit you into the call: (1) Company
Name - Vishay Intertechnology, Inc.; and (2) Moderators - Vishay Executives. A
taped replay of the call will be available through 11:59 PM eastern time on
Sunday, May 4, 2003. The phone number to hear the replay is 800-475-6701 (U.S.
and Canada) or 320-365-3844 (if you are outside the U.S. and Canada). Refer to
access code 682421 when calling to hear the recording. There will also be a live
audio webcast of the conference call. This can be accessed directly from the
investor relations section of the Vishay website (www.vishay.com).
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VISHAY INTERTECHNOLOGY, INC. AND SUBSIDIARIES
Summary of Operations (In thousands, except per share amounts)
(Unaudited)
Three Months
Ended March 31,
2003 2002
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Net sales $ 532,127 $ 434,140
GROSS PROFIT 118,510 86,937
22.3% 20.0%
Selling, general, and administrative expenses 96,662 74,659
Restructuring expense 687 3,024
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OPERATING INCOME 21,161 9,254
4.0% 2.1%
OTHER INCOME AND (EXPENSE):
Interest expense (10,001) (6,909)
Minority interest (2,020) (1,667)
Other 643 2,549
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(11,378) (6,027)
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EARNINGS BEFORE INCOME TAXES 9,783 3,227
Income taxes 2,935 807
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NET EARNINGS $ 6,848 $ 2,420
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Basic earnings per share $ 0.04 $ 0.02
Diluted earnings per share $ 0.04 $ 0.02
Weighted average shares outstanding - basic 159,549 159,177
Weighted average shares outstanding - diluted 159,996 160,605