VSH 8-K

Vishay Intertechnology Inc (VSH)

8-K 2020-02-04 For: 2020-02-04

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Added on April 04, 2026

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Delaware	1-7416	38-1686453
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)


63 Lancaster Avenue Malvern, PA	19355-2143
(Address of Principal Executive Offices)	Zip Code

Registrant's telephone number, including area code 610-644-1300

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class	Trading symbol	Name of exchange on which registered
Common stock, par value $0.10 per share	VSH	New York Stock Exchange

•	The Company has approximately 145 million shares issued and outstanding, including shares of common stock and class B common stock.

•	The number of shares included in diluted EPS related to restricted stock units does not vary significantly and is generally less than 1 million incremental shares.

•	The Company's Convertible Senior Debentures due 2040 are convertible at a conversion price of $12.50 per $1,000 principal amount, equivalent to 80.0018 shares per $1,000 principal amount. There is $0.3 million principal amount of the debentures outstanding. The number of shares of common stock that Vishay will include in its diluted earnings per share computation, assuming an average market price for Vishay common stock in excess of the conversion price, will be determined in accordance with the following formula:

	S = $300,000 / $1000 * [(P - $12.50) * 80.0018] / P

	where

	S = the number of shares to be included in diluted EPS, and
	P = the average market price of Vishay common stock for the quarter.

	If the average market price is less than $12.50, no shares will be included in the diluted earnings per share computation.

•	The Company's Convertible Senior Debentures due 2041 are convertible at a conversion price of $17.13 per $1,000 principal amount, equivalent to 58.3812 shares per $1,000 principal amount. There is $16.9 million principal amount of the debentures outstanding. The number of shares of common stock that Vishay will include in its diluted earnings per share computation, assuming an average market price for Vishay common stock in excess of the conversion price, will be determined in accordance with the following formula:

	S = [$16,890,000 / $1000] * [(P - $17.13) * 58.3812] / P

	where

	S = the number of shares to be included in diluted EPS, and
	P = the average market price of Vishay common stock for the quarter.

	If the average market price is less than $17.13, no shares will be included in the diluted earnings per share computation.

•	The Company's Convertible Senior Notes due 2025 are convertible at a conversion price of $31.44 per $1,000 principal amount, equivalent to 31.8083 shares per $1,000 principal amount. There is $600 million principal amount of the notes outstanding. The number of shares of common stock that Vishay will include in its diluted earnings per share computation, assuming an average market price for Vishay common stock in excess of the conversion price, will be determined in accordance with the following formula:

	S = [$600,000,000 / $1000] * [(P - $31.44) * 31.8083] / P

	where

	S = the number of shares to be included in diluted EPS, and
	P = the average market price of Vishay common stock for the quarter.

	If the average market price is less than $31.44, no shares will be included in the diluted earnings per share computation.

	Date of Report (date of earliest event reported) February 4, 2020

Average Stock Price		Projected Diluted Shares
$	<25.00		145
$	25.00 - 32.00		146
$	33.00		147
$	34.00		147
$	35.00		148

Exhibit No.		Description

	99.1	Press release dated February 4, 2020
	99.2	Selected Financial Data reflecting the business segment realignment
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

	Name:	Lori Lipcaman
	Title:	Executive Vice President and
		Chief Financial Officer

VISHAY INTERTECHNOLOGY, INC.
Summary of Operations
(In thousands, except per share amounts)

	Years ended
	December 31, 2019			December 31, 2018
	(Unaudited)

Net revenues	$	2,668,305		$	3,034,689
Costs of products sold		1,997,105			2,146,165
Gross profit		671,200			888,524
Gross margin		25.2	%		29.3	%

Selling, general, and administrative expenses		384,631			403,404
Restructuring and severance costs		24,139			-
Operating income		262,430			485,120
Operating margin		9.8	%		16.0	%

Other income (expense):
Interest expense		(33,683	)		(36,680	)
Other components of net periodic pension cost		(13,959	)		(13,118	)
Other		13,540			8,037
Loss on early extinguishment of debt		(2,030	)		(26,583	)
Total other income (expense) - net		(36,132	)		(68,344	)

Income before taxes		226,298			416,776

Income tax expense		61,508			70,239

Net earnings		164,790			346,537

Less: net earnings attributable to noncontrolling interests		854			779

Net earnings attributable to Vishay stockholders	$	163,936		$	345,758

Basic earnings per share attributable to Vishay stockholders	$	1.13		$	2.39

Diluted earnings per share attributable to Vishay stockholders	$	1.13		$	2.24

Weighted average shares outstanding - basic		144,608			144,370

Weighted average shares outstanding - diluted		145,136			154,622

Cash dividends per share	$	0.3700		$	0.3225

VISHAY INTERTECHNOLOGY, INC.
Summary of Operations
(Unaudited - In thousands, except per share amounts)

	Fiscal quarters ended
	December 31, 2019			September 28, 2019			December 31, 2018

Net revenues	$	609,577		$	628,329		$	775,892
Costs of products sold		474,216			478,250			556,202
Gross profit		135,361			150,079			219,690
Gross margin		22.2	%		23.9	%		28.3	%

Selling, general, and administrative expenses		94,299			91,796			100,023
Restructuring and severance costs		16,884			7,255			-
Operating income		24,178			51,028			119,667
Operating margin		4.0	%		8.1	%		15.4	%

Other income (expense):
Interest expense		(8,523	)		(8,564	)		(9,818	)
Other components of net periodic pension cost		(3,848	)		(3,348	)		(2,782	)
Other		196			5,066			2,597
Loss on early extinguishment of debt		(723	)		-			(9,274	)
Total other income (expense) - net		(12,898	)		(6,846	)		(19,277	)

Income before taxes		11,280			44,182			100,390

Income tax expense (benefit)		(2,869	)		13,917			(2,269	)

Net earnings		14,149			30,265			102,659

Less: net earnings attributable to noncontrolling interests		187			227			240

Net earnings attributable to Vishay stockholders	$	13,962		$	30,038		$	102,419

Basic earnings per share attributable to Vishay stockholders	$	0.10		$	0.21		$	0.71

Diluted earnings per share attributable to Vishay stockholders	$	0.10		$	0.21		$	0.69

Weighted average shares outstanding - basic		144,628			144,628			144,384

Weighted average shares outstanding - diluted		145,202			145,027			148,378

Cash dividends per share	$	0.095		$	0.095		$	0.0850

VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Balance Sheets
(In thousands)

	December 31, 2019			December 31, 2018
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	694,133		$	686,032
Short-term investments		108,822			78,286
Accounts receivable, net		328,187			397,020
Inventories:
Finished goods		122,466			138,112
Work in process		187,354			190,982
Raw materials		121,860			150,566
Total inventories		431,680			479,660

Prepaid expenses and other current assets		141,294			142,888
Total current assets		1,704,116			1,783,886

Property and equipment, at cost:
Land		75,011			87,622
Buildings and improvements		585,064			619,445
Machinery and equipment		2,606,355			2,510,001
Construction in progress		110,722			125,109
Allowance for depreciation		(2,425,627	)		(2,373,176	)
		951,525			969,001

Right of use assets		93,162			-

Goodwill		150,642			147,480

Other intangible assets, net		60,659			65,688

Other assets		160,671			140,143
Total assets	$	3,120,775		$	3,106,198

VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Balance Sheets (continued)
(In thousands)

	December 31, 2019			December 31, 2018
	(Unaudited)

Liabilities, temporary equity, and stockholders' equity
Current liabilities:
Notes payable to banks	$	2		$	18
Trade accounts payable		173,915			218,322
Payroll and related expenses		122,100			141,670
Lease liabilities		20,217			-
Other accrued expenses		186,463			229,660
Income taxes		17,731			54,436
Total current liabilities		520,428			644,106

Long-term debt less current portion		499,147			494,509
U.S. transition tax payable		140,196			154,953
Deferred income taxes		22,021			85,471
Long-term lease liabilities		78,511			-
Other liabilities		100,207			79,489
Accrued pension and other postretirement costs		272,402			260,984
Total liabilities		1,632,912			1,719,512

Redeemable convertible debentures		174			2,016

Equity:
Vishay stockholders' equity
Common stock		13,235			13,212
Class B convertible common stock		1,210			1,210
Capital in excess of par value		1,425,170			1,436,011
Retained earnings (accumulated deficit)		72,180			(61,258	)
Accumulated other comprehensive income (loss)		(26,646	)		(6,791	)
Total Vishay stockholders' equity		1,485,149			1,382,384
Noncontrolling interests		2,540			2,286
Total equity		1,487,689			1,384,670
Total liabilities, temporary equity, and equity	$	3,120,775		$	3,106,198

VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Statements of Cash Flows
(In thousands)
	Years ended
	December 31, 2019			December 31, 2018
	(Unaudited)
Operating activities
Net earnings	$	164,790		$	346,537
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation and amortization		164,461			161,863
(Gain) loss on disposal of property and equipment		(157	)		(2,216	)
Accretion of interest on convertible debt instruments		14,146			10,769
Inventory write-offs for obsolescence		26,494			23,872
Pensions and other postretirement benefits, net of contributions		(552	)		(1,549	)
Loss on early extinguishment of debt		2,030			26,583
Deferred income taxes		(23,009	)		(55,206	)
Other		13,341			21,194
Change in U.S. transition tax liability		(14,757	)		(14,757	)
Change in repatriation tax liability		(38,814	)		(156,767	)
Changes in operating assets and liabilities, net of effects of businesses acquired		(11,529	)		(101,817	)
Net cash provided by operating activities		296,444			258,506

Investing activities
Purchase of property and equipment		(156,641	)		(229,899	)
Proceeds from sale of property and equipment		577			55,561
Purchase of businesses, net of cash acquired		(11,862	)		(14,880	)
Purchase of short-term investments		(111,631	)		(175,403	)
Maturity of short-term investments		81,012			636,108
Other investing activities		3,587			(2,058	)
Net cash provided by (used in) investing activities		(194,958	)		269,429

Financing activities
Proceeds from long-term borrowings		-			600,000
Issuance costs		(5,394	)		(15,621	)
Repurchase of convertible debentures		(27,863	)		(960,995	)
Net proceeds (payments) on revolving credit lines		-			(150,000	)
Net changes in short-term borrowings		(16	)		15
Dividends paid to common stockholders		(48,968	)		(42,608	)
Dividends paid to Class B common stockholders		(4,476	)		(3,901	)
Distributions to noncontrolling interests		(600	)		(525	)
Cash withholding taxes paid when shares withheld for vested equity awards		(2,708	)		(2,297	)
Net cash used in financing activities		(90,025	)		(575,932	)
Effect of exchange rate changes on cash and cash equivalents		(3,360	)		(14,003	)

Net increase (decrease) in cash and cash equivalents		8,101			(62,000	)

Cash and cash equivalents at beginning of period		686,032			748,032
Cash and cash equivalents at end of period	$	694,133		$	686,032

VISHAY INTERTECHNOLOGY, INC.
Reconciliation of Adjusted Earnings Per Share
(Unaudited - In thousands, except per share amounts)
	Fiscal quarters ended									Years ended
	December 31, 2019			September 28, 2019			December 31, 2018			December 31, 2019			December 31, 2018

GAAP net earnings attributable to Vishay stockholders	$	13,962		$	30,038		$	102,419		$	163,936		$	345,758

Reconciling items affecting operating income:
Restructuring and severance costs	$	16,884		$	7,255		$	-		$	24,139		$	-

Reconciling items affecting other income (expense):
Loss on early extinguishment of debt	$	723		$	-		$	9,274		$	2,030		$	26,583

Reconciling items affecting tax expense (benefit):
Effects of tax-basis foreign exchange gain	$	-		$	-		$	-		$	7,554		$	-
Enactment of TCJA		-			-			-			-			25,496
Effects of cash repatriation program		(11,554	)		2,604			(3,037	)		(9,583	)		(10,047	)
Change in deferred taxes due to early extinguishment of debt		(289	)		-			(20,914	)		(1,601	)		(54,877	)
Effects of changes in uncertain tax positions		2,831			-			-			2,831			-
Tax effects of pre-tax items above		(4,277	)		(1,644	)		(2,028	)		(6,211	)		(5,812	)

Adjusted net earnings	$	18,280		$	38,253		$	85,714		$	183,095		$	327,101

Adjusted weighted average diluted shares outstanding		145,202			145,027			148,378			145,136			154,622

Adjusted earnings per diluted share	$	0.13		$	0.26		$	0.58		$	1.26		$	2.12

	Years ended
	December 31, 2017						December 31, 2018
	Resistors & Inductors		Resistors		Inductors		Resistors & Inductors		Resistors		Inductors
	As Reported		Recast				As Reported		Recast
Net revenues	$	843,529	$	590,465	$	253,064	$	1,018,286	$	716,394	$	301,892
Gross Profit		251,905		179,443		72,462		337,268		238,356		98,912
Segment Operating Income		222,878		159,812		63,066		303,571		214,347		89,224
Depreciation Expense		34,083		23,853		10,230		37,708		26,416		11,292
Capital Expenditures		67,007		44,214		22,793		80,862		50,978		29,884

Total Assets	$	994,639	$	664,609	$	330,030	$	874,835	$	587,595	$	287,240

	Fiscal quarters ended
	March 30, 2019						June 29, 2019						September 29, 2019
	Resistors & Inductors		Resistors		Inductors		Resistors & Inductors		Resistors		Inductors		Resistors & Inductors		Resistors		Inductors
	As Reported		Recast				As Reported		Recast				As Reported		Recast
Net revenues	$	260,471	$	188,831	$	71,640	$	242,383	$	165,359	$	77,024	$	228,577	$	155,119	$	73,458
Gross Profit		85,869		62,589		23,280		71,415		46,877		24,538		65,894		42,444		23,450
Segment Operating Income		76,987		56,347		20,640		63,443		41,667		21,776		57,697		36,900		20,797

VISHAY INTERTECHNOLOGY, INC.
Reconciliation of Free Cash
(Unaudited - In thousands)
	Fiscal quarters ended									Years ended
	December 31, 2019			September 28, 2019			December 31, 2018			December 31, 2019			December 31, 2018
Net cash provided by operating activities	$	84,423		$	76,202		$	149,615		$	296,444		$	258,506
Proceeds from sale of property and equipment		91			22			47,106			577			55,561
Less: Capital expenditures		(56,374	)		(30,119	)		(103,508	)		(156,641	)		(229,899	)
Free cash	$	28,140		$	46,105		$	93,213		$	140,380		$	84,168

VISHAY INTERTECHNOLOGY, INC.
Reconciliation of EBITDA and Adjusted EBITDA
(Unaudited - In thousands)
	Fiscal quarters ended									Years ended
	December 31, 2019			September 28, 2019			December 31, 2018			December 31, 2019			December 31, 2018

GAAP net earnings attributable to Vishay stockholders	$	13,962		$	30,038		$	102,419		$	163,936		$	345,758
Net earnings attributable to noncontrolling interests		187			227			240			854			779
Net earnings	$	14,149		$	30,265		$	102,659		$	164,790		$	346,537

Interest expense	$	8,523		$	8,564		$	9,818		$	33,683		$	36,680
Interest income		(1,734	)		(2,365	)		(3,638	)		(8,445	)		(11,940	)
Income taxes		(2,869	)		13,917			(2,269	)		61,508			70,239
Depreciation and amortization		42,159			40,956			39,975			164,461			161,863
EBITDA	$	60,228		$	91,337		$	146,545		$	415,997		$	603,379

Reconciling items
Restructuring and severance costs	$	16,884		$	7,255		$	-		$	24,139		$	-
Loss on early extinguishment of debt		723			-			9,274			2,030			26,583

Adjusted EBITDA	$	77,835		$	98,592		$	155,819		$	442,166		$	629,962

Adjusted EBITDA margin**		12.8	%		15.7	%		20.1	%		16.6	%		20.8	%

** Adjusted EBITDA as a percentage of net revenues