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): February 6, 2004
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VISHAY INTERTECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-7416 38-1686453
(State or other (Commission file number) (I.R.S. employer
jurisdiction of identification no.)
incorporation or organization)
63 Lincoln Highway
Malvern, Pennsylvania 19355-2120
(Address of principal (Zip code)
executive offices)
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 Press Release of Vishay Intertechnology, Inc. dated
February 6, 2004, reporting Vishay's financial results for
the fourth quarter of 2003.
Item 12. Results of Operations and Financial Condition.
On February 6, 2004, Vishay Intertechnology, Inc. issued a press release
announcing its financial results for the fourth 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: February 6, 2004
VISHAY INTERTECHNOLOGY, INC.
By: /s/ Richard N. Grubb
--------------------------------
Name: Richard N. Grubb
Title: Executive Vice President
and Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
99 Press Release of Vishay Intertechnology, Inc. dated
February 6, 2004, reporting Vishay's financial results for
the fourth quarter of 2003.
Exhibit 99
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 FOURTH QUARTER 2003
MALVERN, PENNSYLVANIA - February 6, 2004 -
o Sales for Fourth Quarter 2003 increased 24% to $567,199,000 compared to
Fourth Quarter 2002; and increased sequentially 7% over Third Quarter 2003
sales of $533,168,000
o Bookings for Fourth Quarter 2003 increased 51% to $648 million compared to
Fourth Quarter 2002; and increased sequentially 18% over Third Quarter 2003
bookings of $550 million
o Book-to-Bill for Fourth Quarter 2003 was 1.14; Actives Book-to-Bill was
1.23 and Passives Book-to-Bill was 1.06
o Backlog increased by $98 million during Fourth Quarter 2003 to $532 million
o Cash balance at December 31, 2003 was $555 million
Dr. Felix Zandman, Chairman and Chief Executive Officer of Vishay
Intertechnology, Inc. (NYSE: VSH), announced today that sales for the quarter
ended December 31, 2003 were $567,199,000, as compared to sales of $459,377,000
for the quarter ended December 31, 2002. Net earnings for the quarter ended
December 31, 2003 were $10,339,000 or $0.06 per share, compared with a net loss
for the quarter ended December 31, 2002 of $123,765,000 or $0.78 per share.
Earnings for the quarter ended December 31, 2003 were impacted by restructuring
and severance costs of $10,302,000 and a write-down of tantalum inventories on
hand to market value of $1,221,000, offset by a gain on an insurance claim of
$3,545,000. These items and their tax related consequences had a negative $0.03
effect on earnings per share. The quarter ended December 31, 2002 included
charges for restructuring, inventory write-downs, a loss on purchase
commitments, and other charges of $162,400,000 resulting in a reduction of $0.83
in net earnings per share.
Sales for the year ended December 31, 2003 were $2,170,597,000 compared to sales
of $1,822,813,000 for the year ended December 31, 2002. Net earnings for the
year ended December 31, 2003 were $26,842,000 or $0.17 per share, compared with
a net loss for the year ended December 31, 2002 of $92,614,000 or $0.58 per
share. Earnings for the year ended December 31, 2003 were impacted by
restructuring and severance costs of $29,560,000, 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 tantalum inventories on hand to market value of $5,406,000,
offset by a gain on an insurance claim of $33,906,000. These items and
- MORE -
their tax related consequences had a negative $0.11 effect on earnings per
share. The year ended December 31, 2002 included charges for restructuring,
inventory write-downs, a loss on purchase commitments and other charges of
$169,900,000 resulting in a reduction of $0.85 in net earnings per share.
Commenting on the results for the fourth quarter of 2003, Dr. Zandman stated, "I
am extremely pleased to see the strength in our bookings and increase in our
backlogs not only in our actives business, but now also in our passives
business. There is an overall decrease in the rate of price declines and in some
of our products, where there are long lead times, even some price increases.
Vishay is well positioned for the industry-wide upturn we believe that we are
presently seeing. The sales increase for the quarter included $64 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. We are also on track with the integration of our
Measurements Group's transducer acquisitions. Our financial position is strong
and we are confident in the future prospects of the Company. We continued to
generate cash from operations during 2003, and our cash position was $555
million at December 31, 2003. We believe that our strategy of a broad product
line, opportunistic acquisitions, new product introductions and cost reduction
efforts have enabled us to generate operating profits this year despite the
difficult times and now will be the foundation for future growth as the economy
turns positive."
Dr. Zandman continued, "With our increased visibility, our guidance for the
first quarter ending March 31, 2004 is that we expect sales to increase
approximately 8-10% over the fourth quarter of 2003 and we expect net earnings
(excluding the effects of any restructuring charges and similar items, if any)
for the first quarter ending March 31, 2004 to increase by at least 50% over the
fourth quarter of 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
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 2004 or any other
future period, including anticipated business improvements, synergies and cost
savings, and expected or perceived improvements in the economy and the
electronic component industry generally 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;
- MORE -
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/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.
Management believes that stating the impact on net earnings of items such as
restructuring, inventory write-downs, losses on purchase commitments, and gains
on insurance proceeds is meaningful to investors because its provides insight
with respect to ongoing operating results of the Company.
NOTE: A conference call for investors will begin Friday, February 6, 2004 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 651-291-0344. 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
Tuesday, February 10, 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 718449 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 Year Ended
December 31, December 31,
2003 (1) 2002 (2) 2003 (1) 2002 (2)
----------- ----------- ----------- -----------
Net sales $ 567,199 $ 459,377 $ 2,170,597 $ 1,822,813
GROSS PROFIT (LOSS) 124,666 (39,457) 468,938 262,273
22.0% -8.6% 21.6% 14.4%
Selling, general, and administrative expenses 96,868 82,667 381,406 311,251
Restructuring and severance costs 10,302 23,472 29,560 30,970
----------- ----------- ----------- -----------
OPERATING INCOME (LOSS) 17,496 (145,596) 57,972 (79,948)
3.1% -31.7% 2.7% -4.4%
OTHER INCOME AND (EXPENSE):
Interest expense (8,640) (7,605) (37,831) (28,761)
Minority interest (2,217) (2,872) (8,056) (9,469)
Loss on extinguishment of debt -- -- (9,910) --
Gain on insurance claim 3,545 -- 33,906 --
Other 2,303 3,909 2,289 8,664
----------- ----------- ----------- -----------
(5,009) (6,568) (19,602) (29,566)
----------- ----------- ----------- -----------
EARNINGS (LOSS) BEFORE TAXES 12,487 (152,164) 38,370 (109,514)
Income taxes 2,148 (28,399) 11,528 (16,900)
----------- ----------- ----------- -----------
NET EARNINGS (LOSS) $ 10,339 $ (123,765) $ 26,842 $ (92,614)
=========== =========== =========== ===========
1.8% -26.9% 1.2% -5.1%
Basic earnings (loss) per share $ 0.06 $ (0.78) $ 0.17 $ (0.58)
Diluted earnings (loss) per share $ 0.06 $ (0.78) $ 0.17 $ (0.58)
Weighted average shares outstanding - basic 159,767 159,537 159,631 159,413
Weighted average shares outstanding - diluted 161,258 159,537 160,443 159,413
(1) Gross profit for the quarter and year ended December 31, 2003 include
writedowns of raw material inventory to lower of cost or market
($1,221,000 and $5,406,000, respectively) and an accrual of loss on
long-term purchase commitments ($0 and $11,392,000, respectively).
(2) Gross profit for the quarter and year ended December 31, 2002 include a
writedown of raw material inventory to lower of cost or market
($26,800,000 and $27,400,000, respectively) and an accrual of loss on
long-term purchase commitments ($106,000,000).
VISHAY INTERTECHNOLOGY, INC. AND SUBSIDIARIES
Consolidated Condensed Balance Sheets (In thousands)
(Unaudited)
December December December December
ASSETS 31, 2003 31, 2002 LIABILITIES AND STOCKHOLDERS' EQUITY 31, 2003 31,2002
---------- ---------- --------- ----------
CURRENT ASSETS CURRENT LIABILITIES
Cash and cash equivalents $ 555,540 $ 339,938 Notes payable to banks $ 17,511 $ 18,161
Accounts receivable 371,714 343,511 Trade accounts payable 174,195 123,999
Inventories: Payroll and related expenses 111,842 103,184
Finished goods 172,104 219,769 Other accrued expenses 294,397 303,609
Work in process 154,532 142,846 Income taxes 8,396 8,734
Raw materials 189,413 191,451 Current portion of long-term debt 1,282 18,550
--------- ----------
Deferred income taxes 30,879 47,297 TOTAL CURRENT LIABILITIES 607,623 576,237
Prepaid expenses and other current assets 159,655 188,881
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TOTAL CURRENT ASSETS 1,633,837 1,473,693 LONG-TERM DEBT 836,606 706,316
DEFERRED INCOME TAXES 35,805 52,935
PROPERTY AND EQUIPMENT - AT COST
Land 110,021 118,000 DEFERRED INCOME 27,835 42,345
Buildings and improvements 375,178 339,869
Machinery and equipment 1,645,496 1,609,931 MINORITY INTEREST 83,215 75,985
Construction in progress 85,169 61,830
Allowance for depreciation (994,581) (854,780) OTHER LIABILITIES 243,232 279,462
---------- ----------
1,221,283 1,274,850 ACCRUED PENSION COSTS 239,950 223,092
GOODWILL 1,462,686 1,356,293 STOCKHOLDERS' EQUITY
Common Stock 14,466 14,429
OTHER INTANGIBLE ASSETS, NET 128,955 122,417 Class B Common Stock 1,538 1,538
Capital in excess of par value 1,917,009 1,910,994
Retained earnings 550,197 523,354
OTHER ASSETS 134,523 87,906 Accumulated other comprehensive
---------- ---------- gain (loss) 24,114 (91,115)
$4,581,284 $4,315,159 Unearned compensation (306) (413)
========== ========== --------- ----------
2,507,018 2,358,787
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$4,581,284 $4,315,159
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