SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): October 29, 2003
VISHAY INTERTECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-7416 38-1686453
(State or other (Commission file (I.R.S. employer
jurisdiction of number) identification no.)
incorporation or
organization)
63 Lincoln Highway
Malvern, Pennsylvania 19355-2120
(Address of principal executive (Zip code)
offices)
Registrant's telephone number, including area code: (610) 644-1300
(Former name or former address, if changed since last report.)
Item 7(c) Exhibits
Exhibit 99 Press Release of Vishay Intertechnology, Inc. dated October 29,
2003, reporting Vishay's financial results for the third quarter
of 2003.
Item 12. Results of Operations and Financial Condition.
On October 29, 2003, Vishay Intertechnology, Inc. issued a press release
announcing its financial results for the third quarter of 2003. A copy of the
press release is furnished as Exhibit 99 to this report.
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: October 30, 2003
VISHAY INTERTECHNOLOGY, INC.
By: /s/ Avi D. Eden
------------------------
Avi D. Eden
Executive Vice President
Exhibit 99.1
NEWS RELEASE
Contact: Richard N. Grubb, Executive
Vice President and
Chief Financial Officer or
Robert A. Freece,
Executive Vice President
610/644-1300
FOR IMMEDIATE RELEASE
VISHAY REPORTS RESULTS FOR THIRD QUARTER 2003
MALVERN, PENNSYLVANIA - October 29, 2003 -
o Sales for Third Quarter 2003 increased 13% to $533,168,000 compared to
Third Quarter 2002
o Bookings for Third Quarter 2003 increased 28% to $550,000,000 compared
to Third Quarter 2002
o Book-to-Bill for Third Quarter 2003 was 1.03; Actives Book-to-Bill was
1.09 and Passives Book-to-Bill was 0.97
o Backlog increased by $14 million during Third Quarter 2003 to $434
million
o Cash balance at September 30, 2003 was $529 million
Dr. Felix Zandman, Chairman and Chief Executive Officer of Vishay
Intertechnology, Inc. (NYSE: VSH), announced today that sales for the quarter
ended September 30, 2003 were $533,168,000, a 13% increase as compared to sales
of $471,419,000 for the quarter ended September 30, 2002. Net earnings for the
quarter ended September 30, 2003 were $6,775,000 or $0.04 per share, compared
with net earnings for the quarter ended September 30, 2002 of $13,114,000 or
$0.08 per share. Earnings for the quarter were impacted by restructuring expense
of $6,313,000, a loss on extinguishment of debt of $9,910,000, a loss on
long-term purchase commitments of $11,392,000, and a write-down of inventories
on hand to market value of $4,185,000, offset by a gain on an insurance claim of
$30,361,000. These items and their tax related consequences had a negative $0.02
effect on earnings per share. The charge for early extinguishment of debt
related to refinancing of debt during the third quarter of 2003. The September
2002 quarter included restructuring expenses of $2,567,000, resulting in a
reduction of $0.01 in net earnings per share.
Sales for the nine months ended September 30, 2003 were $1,603,398,000 compared
to sales of $1,363,436,000 for the nine months ended September 30, 2002. Net
earnings for the nine months ended September 30, 2003 were $16,503,000 or $0.10
per share, compared with net earnings for the nine months ended September 30,
2002 of $31,151,000 or $0.19 per diluted share. Earnings for the nine months
ended September 30, 2003 were impacted by restructuring expense of $19,258,000,
a loss on extinguishment of debt of $9,910,000, a loss on long-term purchase
commitments of $11,392,000, and a write-down of inventories on hand to market
value of $4,185,000, offset by a gain on an insurance claim of $30,361,000.
These items and their tax related consequences had a negative $0.08 effect on
earnings per share. The nine months ended September 30, 2002 included
restructuring expenses of $7,498,000, resulting in a reduction of $0.04 in net
earnings per share.
- MORE -
Commenting on the results for the third quarter of 2003, Dr. Zandman stated,
"Although I am disappointed that we were not able to increase our sales and
earnings on a sequential basis, I am quite optimistic in the overall market
outlook for our business. I was very pleased to see an upturn in bookings for
our semiconductor business with a book-to-bill of 1.09 for the third quarter
2003. As in the past, during this phase of the business cycle, the active
business is leading the passive business, and I believe we will soon see a
pick-up in the passive business as well. The sales increase for the quarter
included $61 million of sales from the acquisition of BCcomponents in December
2002. We are on track with the integration of BCcomponents and the $70 million
of cost savings related to this integration. Our financial position is strong
and we continue to be confident in the prospects of our Company. We generated
cash from operations during 2002 and continue to do so during the first nine
months of 2003. Our cash position was $529 million at September 30, 2003." Dr.
Zandman went on to announce, "Vishay has just entered into a technical and
marketing cooperation agreement with Walsin Technology of Taiwan. Accordingly,
Vishay will sell MLCC's (multi-layer ceramic capacitors) produced by Walsin for
Vishay. This will allow us to penetrate the low-cost market for MLCC's in North
America and Europe and will be a welcome addition to our high-reliability MLCC
product line which is sold primarily to the automotive market."
Dr. Zandman continued, "We believe that our strategy of a broad product line,
opportunistic acquisitions and research and development efforts has enabled us
to weather these difficult times in the industry better than our competitors.
Approximately 50% of Vishay current sales (or over one billion dollars) have
come from new products that didn't exist ten years ago and approximately 12% of
current sales (or $200 million) have come from new products that didn't exist
three years ago. The same analysis for our Siliconix business shows that
approximately 88% of its current sales come from new products that didn't exist
ten years ago and approximately 19% of current sales have come from products
that didn't exist three years ago. Our research and development efforts, in
addition to our acquisition activity, have materially contributed to the sales
growth of the Company."
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 and
outlook, 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 anticipated business improvements, 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
- MORE -
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/A 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, October 29, 2003 at
11:00 a.m. eastern time. Participants can join the call by dialing 888-423-3273
(U.S. and Canada only). If you are outside the U.S. and Canada, the number you
will need to use is 651-224-7582. 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, November 2, 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 702773 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).
###
VISHAY INTERTECHNOLOGY, INC. AND SUBSIDIARIES
Summary of Operations (In thousands, except per share amounts)
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
2003 (1) 2002 2003 (1) 2002
--------------- --------------- -------------- ---------------
Net sales $ 533,168 $ 471,419 $ 1,603,398 $ 1,363,436
GROSS PROFIT 102,463 107,227 344,272 301,729
19.2% 22.7% 21.5% 22.1%
Selling, general, and administrative expenses 91,993 78,247 284,538 228,583
Restructuring expense 6,313 2,567 19,258 7,498
--------------- --------------- -------------- ---------------
OPERATING INCOME 4,157 26,413 40,476 65,648
0.8% 5.6% 2.5% 4.8%
OTHER INCOME AND (EXPENSE):
Interest expense (9,727) (7,166) (29,191) (21,156)
Minority interest (1,944) (2,772) (5,839) (6,597)
Loss on extinguishment of debt (9,910) - (9,910) -
Gain on insurance claim 30,361 - 30,361 -
Other (951) 2,126 (14) 4,755
--------------- --------------- -------------- ---------------
7,829 (7,812) (14,593) (22,998)
--------------- --------------- -------------- ---------------
EARNINGS BEFORE INCOME TAXES 11,986 18,601 25,883 42,650
Income taxes 5,211 5,487 9,380 11,499
--------------- --------------- -------------- ---------------
NET EARNINGS $ 6,775 $ 13,114 $ 16,503 $ 31,151
=============== =============== ============== ===============
1.3% 2.8% 1.0% 2.3%
Basic earnings per share $ 0.04 $ 0.08 $ 0.10 $ 0.20
Diluted earnings per share $ 0.04 $ 0.08 $ 0.10 $ 0.19
Weighted average shares outstanding - basic 159,610 159,525 159,585 159,371
Weighted average shares outstanding - diluted 160,356 160,303 160,168 160,725
(1) Gross profit for the quarter and nine months ended September 30, 2003
include a writedown of raw material inventory to lower of cost or market
($4,185,000) and an accrual of loss on long-term purchase commitments
($11,392,000).
VISHAY INTERTECHNOLOGY, INC. AND SUBSIDIARIES
Consolidated Condensed Balance Sheets (In thousands)
(Unaudited)
September 30, December 31, September 30, December 31,
ASSETS 2003 2002 LIABILITIES AND STOCKHOLDERS' EQUITY 2003 2002
-------------- -------------- ------------ ------------
CURRENT ASSETS CURRENT LIABILITIES
Cash and cash equivalents $ 529,380 $ 339,938 Notes payable to banks $ 17,106 $ 18,161
Accounts receivable 391,252 343,511 Trade accounts payable 126,830 123,999
Inventories: Payroll and related expenses 119,009 103,184
Finished goods 180,266 219,769 Other accrued expenses 281,209 303,609
Work in process 155,928 142,846 Income taxes 13,788 8,734
Raw materials 177,017 191,451 Current portion of long-term debt 1,387 18,550
----------- -----------
Deferred income taxes 45,554 47,297 TOTAL CURRENT LIABILITIES 559,329 576,237
Prepaid expenses and other
current assets 151,398 188,881
------------- ------------
TOTAL CURRENT ASSETS 1,630,795 1,473,693 LONG-TERM DEBT 835,134 706,316
DEFERRED INCOME TAXES 48,502 52,935
DEFERRED INCOME 30,359 42,345
PROPERTY AND EQUIPMENT - AT COST
Land 106,744 118,000 MINORITY INTEREST 81,159 75,985
Buildings and improvements 344,848 339,869
Machinery and equipment 1,624,113 1,609,931 OTHER LIABILITIES 273,483 279,462
Construction in progress 70,072 61,830
Allowance for depreciation (972,105) (854,780) ACCRUED PENSION COSTS 239,119 223,092
------------- ------------
1,173,672 1,274,850
STOCKHOLDERS' EQUITY
Common Stock 14,433 14,429
Class B Common Stock 1,538 1,538
GOODWILL 1,449,072 1,356,293 Capital in excess of par value 1,911,254 1,910,994
Retained earnings 539,857 523,354
OTHER INTANGIBLE ASSETS, NET 113,906 122,417 Accumulated other comprehensive loss (36,920) (91,115)
Unearned compensation (265) (413)
------------ -------------
OTHER ASSETS 129,537 87,906 2,429,897 2,358,787
-------------- -------------- ------------ -------------
$ 4,496,982 $ 4,315,159 $ 4,496,982 $ 4,315,159
============== ============== ============ =============