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): May 4, 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 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 Press Release of Vishay Intertechnology, Inc. dated May 4, 2004,
reporting Vishay's financial results for the first quarter of
2004.
Item 12. Results of Operations and Financial Condition.
On May 4, 2004, Vishay Intertechnology, Inc. issued a press release announcing
its financial results for the first quarter of 2004. 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: May 4, 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 May 4,
2004, reporting Vishay's financial results for the first
quarter of 2004.
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 EARNINGS OF $0.20 PER SHARE FOR FIRST QUARTER 2004
MALVERN, PENNSYLVANIA - May 4, 2004 -
o Sales for First Quarter 2004 increased 20% to $640,921,000 compared to
First Quarter 2003; and increased sequentially 13% over Fourth Quarter
2003 sales of $567,199,000
o Diluted EPS of $0.20 in First Quarter 2004 compared to $0.04 in First
Quarter 2003 and $0.06 in Fourth Quarter 2003
o Bookings for First Quarter 2004 increased 31% to $733 million compared
to First Quarter 2003; and increased sequentially 13% over Fourth
Quarter 2003 bookings of $648 million
o Book-to-Bill for First Quarter 2004 was 1.14; Actives Book-to-Bill was
1.21 and Passives Book-to-Bill was 1.08
o Backlog increased by $88 million during First Quarter 2004 to $620
million
o Cash balance at quarter end of $582 million
Dr. Felix Zandman, Chairman and Chief Executive Officer of Vishay
Intertechnology, Inc. (NYSE: VSH), announced today that sales for the first
quarter 2004 were $640,921,000, a 20% increase as compared to sales of
$532,127,000 for the first quarter 2003 and a 13% increase as compared to sales
of $567,199,000 for the quarter ended December 31, 2003. Net earnings for the
first quarter 2004 were $35,966,000 or $0.20 per share compared to net earnings
of $6,848,000 or $0.04 per share for the first quarter 2003 and $10,339,000 or
$0.06 per share for the quarter ended December 31, 2003.
Commenting on the results for the first quarter of 2004, Dr. Zandman stated, "I
am extremely pleased to report that business is strong in all Vishay product
lines. For both the active and passive component business segments, the
book-to-bill ratios were greater than 1.0 for each month during the quarter.
This trend continued during April. Our sales grew 13% sequentially and 20%
year-over-year while our earnings per share increased over 100% sequentially and
300% year-over-year (excluding restructuring and severance costs). Our gross
margins improved to 24.9% of sales for the first quarter of 2004, up 260 basis
points over last year's first quarter, while our SG&A expense was reduced to 15%
of sales in the first quarter 2004 as compared to 18% in last year's first
quarter. This resulted in an operating margin
- MORE -
improvement of 560 basis points from 4.0% for the first quarter of 2003 to 9.6%
for the first quarter of 2004. Price erosion has slowed considerably, and for
some products we were able to raise prices. To meet increased demand, we are
hiring additional production workers and expanding capacity in our semiconductor
product lines. Our capital expenditures are projected to grow from $127 million
in 2003 to $175 million in 2004."
"We are beginning to leverage our strength as a "one-stop shop". Many of our
customers are now sending us their bills of materials (BOMs) and asking us to
cross-reference all Vishay products on their BOMs. We are hopeful that this
trend will translate into larger quotation activity, eventually resulting in
market share gains. Also, we believe that our strategy of a broad product line,
new product introductions, opportunistic acquisitions and constant cost
reductions is enabling us to profit from the current economic upturn. We
continued to generate cash, and our cash position was $582 million at the end of
the first quarter 2004."
Dr. Zandman continued, "With our increased backlog, our guidance for the second
quarter of 2004 is for increased sales (excluding any foreign exchange effects)
of approximately 5% over the first quarter of 2004 and increased net earnings
(excluding the effects of any restructuring charges and similar items, if any)
for the second quarter of 2004 of at least 15% over the first quarter of 2004.
For the year 2004, if current business trends continue, we expect to achieve our
highest revenues ever, and our best earnings in the history of the Company other
than in the exceptional year 2000."
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 26,000 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 or continuing
business trends, synergies and cost savings, and expected or perceived
improvements in the economy and the electronic component industry generally are
forward-looking statements within the 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 and
conditions in the demand for, or in the mix of, the Company's products and
services; market-wide trends, generally or in the specific areas where the
Company sells the bulk of its products; competitive pricing and other
competitive pressures; changes in
- MORE -
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, 2003 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 Tuesday, May 4, 2004 at 11:00
a.m. eastern time. Participants can join the call by dialing 800-553-0272 (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.
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). A taped replay of the call will be available through 11:59 PM
eastern time on Sunday, May 9, 2004 on a dial-in basis and will also be
available on a permanent basis on our website beginning May 5, 2004. The phone
number to hear the dial-in 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
728880 when calling to hear the recording.
###
VISHAY INTERTECHNOLOGY, INC.
Summary of Operations
(Unaudited - In thousands except earnings per share)
Fiscal First Quarter Ended
April 3, 2004 March 31, 2003
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Net sales $ 640,921 $ 532,127
Gross profit 159,711 118,510
24.9% 22.3%
Selling, general, and administrative
expenses 97,944 96,662
Restructuring expense 301 687
--------- ---------
Operating income 61,466 21,161
9.6% 4.0%
Other income (expense):
Interest expense (8,260) (10,001)
Minority interest (2,806) (2,020)
Other 990 643
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(10,076) (11,378)
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Earnings before taxes 51,390 9,783
Income taxes 15,424 2,935
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Net earnings $ 35,966 $ 6,848
========= =========
Basic earnings per share $ 0.22 $ 0.04
Diluted earnings per share $ 0.20 $ 0.04
Weighted average shares outstanding - basic 160,438 159,549
Weighted average shares outstanding - diluted 201,324 159,996
Note: The Company reports interim financial information for 13-week periods
ending on a Saturday, except for the first quarter, which always begins on
January 1, and the fourth quarter, which always ends on December 31. The four
fiscal quarters in 2004 end on April 3, 2004, July 3, 2004, October 2, 2004, and
December 31, 2004, respectively. The four fiscal quarters in 2003 were reported
as calendar year quarters; however, they actually ended on March 29, 2003, June
28, 2003, September 27, 2003, and December 31, 2003, respectively.
VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Balance Sheets
(Unaudited - In thousands)
April 3, December 31, April 3, December 31,
2004 2003 2004 2003
----------- ----------- ---------- -----------
Assets
Current assets: Liabilities and stockholders' equity
Cash and cash equivalents $ 581,850 $ 555,540 Current liabilities:
Accounts receivable, net 416,602 374,240 Notes payable to banks $ 4,870 $ 17,511
Inventories: Trade accounts payable 136,537 158,182
Finished goods 161,506 171,447 Payroll and related expenses 117,619 111,842
Work in process 156,773 154,532 Other accrued expenses 255,489 288,432
Raw materials 215,823 189,413 Income taxes 23,849 10,112
Deferred income taxes 48,333 48,471 Current portion of long-term debt 1,319 1,282
Prepaid expenses and other current ---------- ----------
assets 110,906 143,610 Total current liabilities 539,683 587,361
----------- -----------
Total current assets 1,691,793 1,637,253 Long-term debt less current portion 838,119 836,606
Property and equipment, at cost:
Land 109,301 110,021 Deferred income taxes 28,112 35,036
Buildings and improvements 376,513 375,178
Machinery and equipment 1,653,943 1,644,270 Deferred income 25,273 27,659
Construction in progress 70,067 85,169
----------- ----------- Other liabilities 252,123 248,652
Allowance for depreciation (1,032,694) (994,843) Accrued pension and other post
----------- ----------- retirement costs 236,022 239,950
1,177,130 1,219,795 Minority interest 85,961 83,215
Stockholders' equity:
Common stock 14,554 14,467
Goodwill 1,462,631 1,466,714 Class B common stock 1,498 1,538
Capital in excess of par value 1,927,356 1,918,785
Other intangible assets, net 125,530 128,955 Retained earnings 586,162 550,196
Unearned compensation (241) (306)
Other assets 103,885 119,796 Accumulated other comprehensive
----------- ----------- income 26,347 29,354
Total assets $ 4,560,969 $ 4,572,513 ---------- ----------
=========== =========== 2,555,676 2,514,034
---------- ----------
$4,560,969 $4,572,513
========== ==========
Note: The Company reports interim financial information for 13-week periods
ending on a Saturday, except for the first quarter, which always begins on
January 1, and the fourth quarter, which always ends on December 31. The four
fiscal quarters in 2004 end on April 3, 2004, July 3, 2004, October 2, 2004, and
December 31, 2004, respectively. The four fiscal quarters in 2003 were reported
as calendar year quaters, however, they actually ended on March 29, 2003, June
28, 2003, September 27, 2003, and December 31, 2003, respectively.
VISHAY INTERTECHNOLOGY, INC.
Reconciliation of Earnings Per Share
(Unaudited - In thousands, except earnings per share)
The following table sets forth the computation of basic and diluted earnings per
share:
Fiscal First Quarter Ended
April 3, 2004 March 31, 2003
------------- --------------
Numerator:
Numerator for basic earnings per share -
net earnings $ 35,966 $ 6,848
Interest savings assuming conversion of
dilutive convertible and exchangeable
notes 4,764 --
-------- --------
Numerator for diluted earnings per share
- adjusted net earnings $ 40,730 $ 6,848
======== ========
Denominator:
Denominator for basic earnings per
share - weighted average shares 160,438 159,549
Effect of dilutive securities:
Convertible and exchangeable notes 36,475 --
Employee stock options 3,312 380
Warrants 1,043 --
Other 56 67
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Dilutive potential common shares 40,886 447
-------- --------
Denominator for diluted earnings per
share - adjusted weighted average shares 201,324 159,996
======== ========
Basic earnings per share $ 0.22 $ 0.04
======== ========
Diluted earnings per share $ 0.20 $ 0.04
======== ========
Diluted earnings per share do not reflect the following, as the effect would be
antidilutive for the respective period:
Weighted average outstanding warrants of 1,824,000 and 8,824,000, for the first
quarters of 2004 and 2003, respectively.
Weighted average outstanding stock options to purchase 1,164,000 shares and
7,887,000 shares of common stock for the first quarters of 2004 and 2003,
respectively.
Assumed conversion of the Company's LYONs, due 2021, for the first quarter of
2003. At March 31, 2003, these notes were convertible into 9,717,730 shares of
the Company's common stock. The Company repurchased some of these notes during
the third quarter of 2003. The remaining outstanding notes are dilutive to the
first quarter of 2004.
Assumed exchange of the notes of Vishay from the December 13, 2002 acquisition
of BCcomponents, for the first quarter of 2003. These notes are exchangeable for
6,176,471 shares of the Company's common stock, and are dilutive to the first
quarter of 2004.
Assumed conversion of the convertible subordinated notes of General
Semiconductor, acquired November 2, 2001, for the first quarter of 2003. At
March 31, 2003, these notes were convertible into 6,191,161 shares of the
Company's common stock. These notes were fully redeemed on September 10, 2003.