8-K

UNITED STATES

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)  May 4, 2021
Vishay Intertechnology, Inc.
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(Exact name of registrant as specified in its charter)
Delaware	1-7416	38-1686453
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(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)
63 Lancaster Avenue<br><br> Malvern, PA	19355-2143
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(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.)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

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

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Item 2.02 – Results of Operations and Financial Condition

On May 4, 2021, the Company issued a press release announcing its financial results for the fiscal quarter ended April 3, 2021.  A copy of the press release is attached as Exhibit 99.1 to this report.

Item 7.01 – Regulation FD Disclosure

Computational Guidance on Earnings Per Share Estimates

The Company frequently receives questions from analysts and stockholders regarding its diluted earnings per share ("EPS") computation.

The Company’s convertible debt repurchase activity over the past three years, together with the adoption of the new convertible debt standard and related actions, significantly reduces the variability of the shares to be utilized in the calculation of diluted EPS.

The expected shares to be utilized in the calculation of diluted EPS for the second quarter 2021 is approximately 145.5 million.

This estimate of shares expected to be used in the calculation of diluted EPS should be read in conjunction with the information on earnings per share in the Company's filings on Form 10-Q and Form 10-K.  This estimate is unaudited and not necessarily indicative of the shares used in the diluted EPS computation for any period subsequent to the second fiscal quarter of 2021.  The Company assumes no duty to revise this estimate as a result of significant changes versus the assumed average stock price for the quarter and other parameters on which it is based.

Item 9.01 – Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
	99.1	Press release dated<br> May 4, 2021
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 4, 2021

VISHAY INTERTECHNOLOGY, INC.
By:	/s/ Lori Lipcaman
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Name:	Lori Lipcaman
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Title:	Executive Vice President and
	Chief Financial Officer

Exhibit 99.1

VISHAY REPORTS RESULTS FOR FIRST QUARTER 2021

•	Revenues Q1 of $765 million
•	Gross margin Q1 of 26.5%
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•	Operating margin Q1 of 12.7%
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•	EPS Q1 of $0.49; adjusted EPS $0.46
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•	Free Cash for the trailing 12 months Q1 of $211 million
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•	Guidance Q2 for revenues of $790 to $830 million at a gross margin of 27.3% plus/minus 60 basis points at Q1 exchange rates.
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Vishay Intertechnology, Inc. (NYSE: VSH), one of the world's largest manufacturers of discrete semiconductors and passive components, today announced its results for the fiscal quarter ended April 3, 2021.

Revenues for the fiscal quarter ended April 3, 2021 were $764.6 million, compared to $667.2 million for the fiscal quarter ended December 31, 2020, and $612.8 million for the fiscal quarter ended April 4, 2020.  Net earnings attributable to Vishay stockholders for the fiscal quarter ended April 3, 2021 were $71.4 million, or $0.49 per diluted share, compared to $37.6 million, or $0.26 per diluted share, for the fiscal quarter ended December 31, 2020, and $27.2 million, or $0.19 per diluted share, for the fiscal quarter ended April 4, 2020.

As summarized on the attached reconciliation schedule, all periods presented include items affecting comparability.  Adjusted earnings per diluted share, which exclude certain items net of tax and unusual tax items, were $0.46, $0.28, and $0.21 for the fiscal quarters ended April 3, 2021, December 31, 2020, and April 4, 2020, respectively.

Commenting on results for the first quarter 2021, Dr. Gerald Paul, President and Chief Executive Officer stated, “In the first quarter of 2021, the steep upturn of our business that began in October of last year accelerated even further. Quarterly orders and backlog reached all-time highs. Sales in the first quarter of Vishay’s products from distribution to end customers increased 21% over the fourth quarter of last year and inventories of our products at distribution were reduced by $34 million. Virtually all markets are in excellent shape and supply chains have become rather depleted.”

Dr. Paul continued, “Over the next few years, we expect to experience higher growth rates than over the last decade. This expectation is based upon accelerated electrification, such as factory automation, electrical vehicles, and 5G infrastructure. To be well positioned to service our customers and to fully participate in these growing markets, Vishay intends to increase its capital expenditures for expansion in the mid-term. For the year 2021, we expect to invest approximately $225 million in capital expenditures.”

Commenting on the outlook Dr. Paul stated, “For the second quarter 2021 we guide for revenues in the range of $790 to $830 million at a gross margin of 27.3% plus/minus 60 basis points at the exchange rates of Q1 2021.”

A conference call to discuss Vishay’s first quarter financial results is scheduled for Tuesday, May 4, 2021 at 9:00 a.m. ET. The dial-in number for the conference call is 877 589-6174 (+1 706-643-1406, if calling from outside the United States) and the access code is 6669583.

A live audio webcast of the conference call and a PDF copy of the press release and the quarterly presentation will be accessible directly from the Investor Relations section of the Vishay website at http://ir.vishay.com.

There will be a replay of the conference call from 12:05 p.m. ET on Tuesday, May 4, 2021 through 11:59 p.m. ET on Wednesday, May 19 The telephone number for the replay is +1 855-859-2056 (+1 404-537-3406, if calling from outside the United States or Canada) and the access code is 6669583.

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About Vishay

Vishay manufactures one of the world’s largest portfolios of discrete semiconductors and passive electronic components that are essential to innovative designs in the automotive, industrial, computing, consumer, telecommunications, military, aerospace, and medical markets. Serving customers worldwide, Vishay is The DNA of tech.™ Vishay Intertechnology, Inc. is a Fortune 1,000 Company listed on the NYSE (VSH). More on Vishay at www.Vishay.com.

This press release includes certain financial measures which are not recognized in accordance with U.S. generally accepted accounting principles ("GAAP"), including adjusted net earnings; adjusted earnings per share; adjusted gross margin; adjusted operating margin; free cash; earnings before interest, taxes, depreciation and amortization ("EBITDA"); adjusted EBITDA; and adjusted EBITDA margin; which are considered "non-GAAP financial measures" under the U.S. Securities and Exchange Commission rules. These non-GAAP measures supplement our GAAP measures of performance or liquidity and should not be viewed as an alternative to GAAP measures of performance or liquidity. Non-GAAP measures such as adjusted net earnings, adjusted earnings per share, adjusted gross margin, adjusted operating margin, free cash, EBITDA, adjusted EBITDA, and adjusted EBITDA margin do not have uniform definitions. These measures, as calculated by Vishay, may not be comparable to similarly titled measures used by other companies. Management believes that such measures are meaningful to investors because they provide insight with respect to intrinsic operating results of the Company. Although the terms "free cash" and "EBITDA" are not defined in GAAP, the measures are derived using various line items measured in accordance with GAAP. Reconciling items to arrive at adjusted net earnings represent significant charges or credits that are important to understanding the Company's intrinsic operations. Reconciling items to calculate adjusted gross margin, adjusted operating margin and adjusted EBITDA represent those same items used in computing adjusted net earnings, as relevant. Furthermore, the presented calculation of adjusted EBITDA is substantially similar to, but not identical to, a measure used in the calculation of financial ratios required for covenant compliance under Vishay's revolving credit facility. These reconciling items are indicated on the accompanying reconciliation schedules and are more fully described in the Company's financial statements presented in its annual report on Form 10-K and its quarterly reports presented on Forms 10-Q.

Statements contained herein that relate to the Company's future performance, including statements with respect to forecasted revenues, margins, inventories, product demand, anticipated areas of growth, market segment performance, capital expenditures, and the performance of the economy in general, are forward-looking statements within the safe harbor provisions of Private Securities Litigation Reform Act of 1995. Words such as "believe," "estimate," "will be," "will," "would," "expect," "anticipate," "plan," "project," "intend," "could," "should," or other similar words or expressions often identify forward-looking statements. Such statements are based on current expectations only, and are subject to certain risks, uncertainties and assumptions, many of which are beyond our control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results, performance, or achievements may vary materially from those anticipated, estimated or projected. Among the factors that could cause actual results to materially differ include: general business and economic conditions; manufacturing or supply chain interruptions or changes in customer demand because of COVID-19; delays or difficulties in implementing our cost reduction strategies; delays or difficulties in expanding our manufacturing capacities; an inability to attract and retain highly qualified personnel; changes in foreign currency exchange rates; uncertainty related to the effects of changes in foreign currency exchange rates; competition and technological changes in our industries; difficulties in new product development; difficulties in identifying suitable acquisition candidates, consummating a transaction on terms which we consider acceptable, and integration and performance of acquired businesses; changes in U.S. and foreign trade regulations and tariffs, and uncertainty regarding the same; changes in applicable domestic and foreign tax regulations, and uncertainty regarding the same; changes in applicable accounting standards and other factors affecting our operations that are set forth in our filings with the Securities and Exchange Commission, including our annual reports on Form 10-K and our quarterly reports on Form 10-Q. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

The DNA of tech ™ is a trademark of Vishay Intertechnology.

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VISHAY INTERTECHNOLOGY, INC.
Summary of Operations
(Unaudited - In thousands, except per share amounts)
			December 31, 2020			April 4, 2020
Net revenues	764,632		$	667,180		$	612,841
Costs of products sold*	561,683			514,896			465,601
Gross profit	202,949			152,284			147,240
Gross margin	26.5	%		22.8	%		24.0	%
Selling, general, and administrative expenses**	105,685			92,272			99,832
Operating income	97,264			60,012			47,408
Operating margin	12.7	%		9.0	%		7.7	%
Other income (expense):
Interest expense	(4,376	)		(7,159	)		(8,552	)
Loss on early extinguishment of debt	-			(553	)		(2,920	)
Other	(5,731	)		(5,570	)		198
Total other income (expense) - net	(10,107	)		(13,282	)		(11,274	)
Income before taxes	87,157			46,730			36,134
Income tax expense	15,514			8,887			8,750
Net earnings	71,643			37,843			27,384
Less: net earnings attributable to noncontrolling interests	208			276			165
Net earnings attributable to Vishay stockholders	71,435		$	37,567		$	27,219
Basic earnings per share attributable to Vishay stockholders	0.49		$	0.26		$	0.19
Diluted earnings per share attributable to Vishay stockholders	0.49		$	0.26		$	0.19
Weighted average shares outstanding - basic	144,968			144,855			144,792
Weighted average shares outstanding - diluted	145,463			145,251			145,295
Cash dividends per share	0.095		$	0.095		$	0.095
* Includes incremental costs of products sold separable from normal operations directly attributable to the COVID-19 pandemic of 268 and 3,130 for<br> the fiscal quarters ended December 31, 2020 and April 4, 2020, respectively.
** Includes incremental selling, general, and administrative expenses (benefits) separable from normal operations directly attributable to the<br> COVID-19 pandemic of (580) and 317, for the fiscal quarters ended December 31, 2020 and April 4, 2020, respectively.

All values are in US Dollars.

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VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Balance Sheets
(In thousands)
	April 3, 2021			December 31, 2020
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	643,847		$	619,874
Short-term investments		137,348			158,476
Accounts receivable, net		385,238			338,632
Inventories:
Finished goods		129,310			120,792
Work in process		212,273			201,259
Raw materials		132,373			126,200
Total inventories		473,956			448,251
Prepaid expenses and other current assets		140,536			132,103
Total current assets		1,780,925			1,697,336
Property and equipment, at cost:
Land		75,339			76,231
Buildings and improvements		629,550			641,041
Machinery and equipment		2,705,346			2,732,771
Construction in progress		94,981			86,520
Allowance for depreciation		(2,587,948	)		(2,593,398	)
		917,268			943,165
Right of use assets		98,001			102,440
Goodwill		157,693			158,183
Other intangible assets, net		64,123			66,795
Other assets		192,552			186,554
Total assets	$	3,210,562		$	3,154,473

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VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Balance Sheets (continued)
(In thousands)
	April 3, 2021			December 31, 2020
	(Unaudited)
Liabilities and equity
Current liabilities:
Trade accounts payable	$	206,741		$	196,203
Payroll and related expenses		136,069			141,034
Lease liabilities		21,275			22,074
Other accrued expenses		197,246			182,642
Income taxes		26,715			20,470
Total current liabilities		588,046			562,423
Long-term debt less current portion		453,213			394,886
U.S. transition tax payable		125,438			125,438
Deferred income taxes		1,856			1,852
Long-term lease liabilities		82,260			86,220
Other liabilities		103,881			104,356
Accrued pension and other postretirement costs		287,407			300,113
Total liabilities		1,642,101			1,575,288
Redeemable convertible debentures		-			170
Equity:
Vishay stockholders' equity
Common stock		13,271			13,256
Class B convertible common stock		1,210			1,210
Capital in excess of par value		1,345,284			1,409,200
Retained earnings		217,214			138,990
Accumulated other comprehensive income (loss)		(11,526	)		13,559
Total Vishay stockholders' equity		1,565,453			1,576,215
Noncontrolling interests		3,008			2,800
Total equity		1,568,461			1,579,015
Total liabilities, temporary equity, and equity	$	3,210,562		$	3,154,473

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VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Statements of Cash Flows
(Unaudited - In thousands)
	Three fiscal months ended
	April 3, 2021			April 4, 2020
	(Unaudited)
Operating activities
Net earnings	$	71,643		$	27,384
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation and amortization		42,146			41,520
Gain on disposal of property and equipment		(177	)		(45	)
Accretion of interest on convertible debt instruments		-			3,637
Inventory write-offs for obsolescence		4,784			5,643
Loss on early extinguishment of debt		-			2,920
Deferred income taxes		901			(3,517	)
Other		5,728			3,524
Changes in operating assets and liabilities, net of effects of businesses acquired		(67,703	)		(46,588	)
Net cash provided by operating activities		57,322			34,478
Investing activities
Purchase of property and equipment		(28,527	)		(24,328	)
Proceeds from sale of property and equipment		200			53
Purchase of short-term investments		(12,853	)		(35,463	)
Maturity of short-term investments		29,519			-
Other investing activities		347			(1,507	)
Net cash used in investing activities		(11,314	)		(61,245	)
Financing activities
Repurchase of convertible debt instruments		(300	)		(19,849	)
Net proceeds (payments) on revolving credit lines		-			54,000
Net changes in short-term borrowings		-			85
Dividends paid to common stockholders		(12,608	)		(12,592	)
Dividends paid to Class B common stockholders		(1,149	)		(1,149	)
Cash withholding taxes paid when shares withheld for vested equity awards		(1,963	)		(1,991	)
Net cash provided by (used in) financing activities		(16,020	)		18,504
Effect of exchange rate changes on cash and cash equivalents		(6,015	)		(5,167	)
Net increase (decrease) in cash and cash equivalents		23,973			(13,430	)
Cash and cash equivalents at beginning of period		619,874			694,133
Cash and cash equivalents at end of period	$	643,847		$	680,703

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VISHAY INTERTECHNOLOGY, INC.
Reconciliation of Adjusted Earnings Per Share
(Unaudited - In thousands, except per share amounts)
	Fiscal quarters ended
	April 3, 2021			December 31, 2020			April 4, 2020
GAAP net earnings attributable to Vishay stockholders	$	71,435		$	37,567		$	27,219
Reconciling items affecting gross profit:
Impact of the COVID-19 pandemic	$	-		$	268		$	3,130
Other reconciling items affecting operating income:
Impact of the COVID-19 pandemic	$	-		$	(580	)	$	317
Reconciling items affecting other income (expense):
Loss on early extinguishment of debt	$	-		$	553		$	2,920
Reconciling items affecting tax expense (benefit):
Change in tax regulation	$	(4,395	)	$	-		$	-
Change in deferred taxes due to early extinguishment of debt		-			(217	)		(1,346	)
Effects of changes in uncertain tax positions		-			3,751			-
Tax effects of pre-tax items above		-			(12	)		(1,482	)
Adjusted net earnings	$	67,040		$	41,330		$	30,758
Adjusted weighted average diluted shares outstanding		145,463			145,251			145,295
Adjusted earnings per diluted share	$	0.46		$	0.28		$	0.21

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VISHAY INTERTECHNOLOGY, INC.
Reconciliation of Free Cash
(Unaudited - In thousands)
	Fiscal quarters ended
	April 3, 2021			December 31, 2020			April 4, 2020
Net cash provided by operating activities	$	57,322		$	125,699		$	34,478
Proceeds from sale of property and equipment		200			110			53
Less: Capital expenditures		(28,527	)		(52,798	)		(24,328	)
Free cash	$	28,995		$	73,011		$	10,203

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VISHAY INTERTECHNOLOGY, INC.
Reconciliation of EBITDA and Adjusted EBITDA
(Unaudited - In thousands)
	Fiscal quarters ended
	April 3, 2021			December 31, 2020			April 4, 2020
GAAP net earnings attributable to Vishay stockholders	$	71,435		$	37,567		$	27,219
Net earnings attributable to noncontrolling interests		208			276			165
Net earnings	$	71,643		$	37,843		$	27,384
Interest expense	$	4,376		$	7,159		$	8,552
Interest income		(287	)		(385	)		(1,854	)
Income taxes		15,514			8,887			8,750
Depreciation and amortization		42,146			42,454			41,520
EBITDA	$	133,392		$	95,958		$	84,352
Reconciling items
Impact of the COVID-19 pandemic	$	-		$	(312	)	$	3,447
Loss on early extinguishment of debt		-			553			2,920
Adjusted EBITDA	$	133,392		$	96,199		$	90,719
Adjusted EBITDA margin**		17.4	%		14.4	%		14.8	%
** Adjusted EBITDA as a percentage of net revenues

Contact:

  Vishay Intertechnology, Inc.

  Peter Henrici

  Senior Vice President, Corporate Communications

  +1-610-644-1300