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): July 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 12. Results of Operations and Financial Condition.
(c) Exhibits
Exhibit No. Description
- ----------- -----------
Exhibit 99.1 Press Release issued by Vishay Intertechnology, Inc., dated
July 30, 2003, announcing second quarter 2003 results.
Item 12. Results of Operations and Financial Condition.
On July 30, 2003, Vishay Intertechnology, Inc.(the "Company") issued the
press release attached hereto as Exhibit 99.1, which is incorporated into this
Item 12 by reference, reporting the financial results of the Company for the
quarter ended June 30, 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: July 30, 2003
VISHAY INTERTECHNOLOGY, INC.
By: /s/ Avi D. Eden
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Avi D. Eden
Executive Vice President
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
Exhibit 99.1 Press Release issued by Vishay Intertechnology, Inc., dated
July 30, 2003, announcing second quarter 2003 results.
EXHIBIT 99.1
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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 RESULTS FOR SECOND QUARTER 2003
MALVERN, PENNSYLVANIA - July 30, 2003 -
o Sales for Second Quarter 2003 increased 17.5% to $538,103,000
compared to Second Quarter 2002; and improved sequentially over
First Quarter 2003 sales of $532,127,000.
o Bookings for Second Quarter 2003 increased 10.3% to $517,400,000
compared to Second Quarter 2002.
o Cash balance at June 30, 2003 was $362 million.
Dr. Felix Zandman, Chairman and Chief Executive Officer of Vishay
Intertechnology, Inc. (NYSE: VSH), announced today that sales for the quarter
ended June 30, 2003 were $538,103,000, a 17.5% increase as compared to sales of
$457,877,000 for the quarter ended June 30, 2002 and a sequential increase over
sales of $532,127,000 for the quarter ended March 31, 2003. Net earnings for the
quarter ended June 30, 2003 were $2,880,000 or $0.02 per share, compared with
net earnings for the quarter ended June 30, 2002 of $15,617,000 or $0.10 per
share and net earnings for the quarter ended March 31, 2003 of $6,848,000 or
$0.04 per share. Net earnings for the June 2003 quarter included the effects of
restructuring expenses of $12,258,000, or $0.05 per share on an after-tax basis,
as compared with restructuring expenses of $1,907,000, or $0.01 per share on an
after-tax basis for the June 2002 quarter.
Sales for the six months ended June 30, 2003 were $1,070,230,000 compared to
sales of $892,017,000 for the six months ended June 30, 2002. Net earnings for
the six months ended June 30, 2003 were $9,728,000 or $0.06 per share, compared
with net earnings for the six months ended June 30, 2002 of $18,037,000 or $0.11
per share.
The book-to-bill ratio for the quarter ended June 30, 2003 for both Vishay's
active and passive segments was 0.96. Backlog at June 30, 2003 was $420 million.
Commenting on the results for the second quarter of 2003, Dr. Zandman stated,
"Although overall market conditions in the worldwide electronics market continue
to be difficult, I am pleased that our sales improved sequentially. I also note
that there was a sequential improvement in operating results before giving
effect to restructuring charges. The sales increase for the quarter included $64
million of sales from the acquisition of BC components in December 2002 and a
positive foreign exchange effect of $26 million. The sales for the quarter were
negatively impacted in our semiconductor business by the general economic
decline in Asia due to SARS. We hope that this slowdown in Asia is only
temporary and that improved business levels will resume in future quarters. We
are on track with the integration of BC components and the $70 million of cost
savings related to this integration. Our integration of the Measurements Group
is also proceeding well. 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 we continue to do so during the first six months of
2003. Our cash position was $362 million at June 30, 2003. We believe that our
strategy of a broad product line and opportunistic acquisitions has enabled us
to weather these difficult times in the industry better than our competitors."
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
operations in 17 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 July 30, 2003 at
11:00 a.m. eastern time. Participants can join the call by dialing 800-230-1074
(U.S. and Canada only). If you are outside the U.S. and Canada, the number you
will need to use is 612-332-0107. 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, August 3, 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 692755 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 Six Months Ended
June 30, June 30,
2003 2002 2003 2002
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Net sales $538,103 $457,877 $1,070,230 $892,017
GROSS PROFIT 123,299 107,565 241,809 194,502
22.9% 23.5% 22.6% 21.8%
Selling, general, and administrative expenses 95,882 75,677 192,544 150,337
Restructuring expense 12,258 1,907 12,945 4,931
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OPERATING INCOME 15,159 29,981 36,320 39,234
2.8% 6.5% 3.4% 4.4%
OTHER INCOME AND (EXPENSE):
Interest expense (9,464) (7,081) (19,465) (13,990)
Minority interest (1,875) (2,157) (3,895) (3,824)
Other 294 80 937 2,629
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(11,045) (9,158) (22,423) (15,185)
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EARNINGS BEFORE INCOME TAXES 4,114 20,823 13,897 24,049
Income taxes 1,234 5,206 4,169 6,012
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NET EARNINGS $2,880 $15,617 $9,728 $18,037
============ =========== =========== ========
0.5% 3.4% 0.9% 2.0%
Basic earnings per share $0.02 $0.10 $0.06 $0.11
Diluted earnings per share $0.02 $0.10 $0.06 $0.11
Weighted average shares outstanding - basic 159,596 159,407 159,577 159,293
Weighted average shares outstanding - diluted 160,145 161,306 160,076 160,938