VSH 8-K

Vishay Intertechnology Inc (VSH)

8-K 2020-08-04 For: 2020-08-04

View Original

Added on April 04, 2026

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

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 $12.36 per $1,000 principal amount, equivalent to 80.9286 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 - $12.36) * 80.9286] / 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 $12.36, 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 $16.93 per $1,000 principal amount, equivalent to 59.0575 shares per $1,000 principal amount. There is $2.6 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 = [$2,640,000 / $1000] * [(P - $16.93) * 59.0575] / 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 $16.93, 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 $31.40 per $1,000 principal amount, equivalent to 31.8470 shares per $1,000 principal amount. There is $524.2 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 = [$524,230,000 / $1000] * [(P - $31.40) * 31.8470] / 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 $31.40, no shares will be included in the diluted earnings per share computation.

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

Average Stock Price		Projected Diluted Shares
$	<32.00		145
$	32.00 - 33.00		146
$	>33.00		147

Exhibit No.		Description

	99.1	Press release dated August 4, 2020
	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
(Unaudited - In thousands, except per share amounts)

	Fiscal quarters ended
	July 4, 2020			April 4, 2020			June 29, 2019

Net revenues	$	581,717		$	612,841		$	685,240
Costs of products sold*		451,047			465,601			510,639
Gross profit		130,670			147,240			174,601
Gross margin		22.5	%		24.0	%		25.5	%

Selling, general, and administrative expenses**		89,127			99,832			95,112
Restructuring and severance costs		743			-			-
Operating income		40,800			47,408			79,489
Operating margin		7.0	%		7.7	%		11.6	%

Other income (expense):
Interest expense		(8,430	)		(8,552	)		(8,204	)
Other		(1,484	)		198			(397	)
Loss on early extinguishment of debt		(1,146	)		(2,920	)		-
Total other income (expense) - net		(11,060	)		(11,274	)		(8,601	)

Income before taxes		29,740			36,134			70,888

Income tax expense (benefit)		4,845			8,750			26,153

Net earnings		24,895			27,384			44,735

Less: net earnings attributable to noncontrolling interests		242			165			258

Net earnings attributable to Vishay stockholders	$	24,653		$	27,219		$	44,477

Basic earnings per share attributable to Vishay stockholders	$	0.17		$	0.19		$	0.31

Diluted earnings per share attributable to Vishay stockholders	$	0.17		$	0.19		$	0.31

Weighted average shares outstanding - basic		144,846			144,792			144,621

Weighted average shares outstanding - diluted		145,170			145,295			145,023

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 outbreak of $923 and $3,130 for the fiscal quarters ended July 4, 2020 and April 4, 2020, respectively.
** Includes incremental selling, general, and administrative expenses (benefits) separable from normal operations directly attributable to the COVID-19 outbreak of $(747) and $317, for the fiscal quarters ended July 4, 2020 and April 4, 2020, respectively.

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

	July 4, 2020			December 31, 2019
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	599,930		$	694,133
Short-term investments		157,246			108,822
Accounts receivable, net		285,529			328,187
Inventories:
Finished goods		125,177			122,466
Work in process		196,846			187,354
Raw materials		127,165			121,860
Total inventories		449,188			431,680

Prepaid expenses and other current assets		131,125			141,294
Total current assets		1,623,018			1,704,116

Property and equipment, at cost:
Land		74,985			75,011
Buildings and improvements		596,942			585,064
Machinery and equipment		2,623,774			2,606,355
Construction in progress		99,932			110,722
Allowance for depreciation		(2,474,456	)		(2,425,627	)
		921,177			951,525

Right of use assets		103,153			93,162

Goodwill		150,641			150,642

Other intangible assets, net		58,583			60,659

Other assets		168,274			160,671
Total assets	$	3,024,846		$	3,120,775

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

	July 4, 2020			December 31, 2019
	(Unaudited)

Liabilities and equity
Current liabilities:
Notes payable to banks	$	1		$	2
Trade accounts payable		148,727			173,915
Payroll and related expenses		126,302			122,100
Lease liabilities		21,443			20,217
Other accrued expenses		166,261			186,463
Income taxes		40,642			17,731
Total current liabilities		503,376			520,428

Long-term debt less current portion		438,494			499,147
U.S. transition tax payable		125,438			140,196
Deferred income taxes		4,231			22,021
Long-term lease liabilities		85,714			78,511
Other liabilities		98,134			100,207
Accrued pension and other postretirement costs		270,735			272,402
Total liabilities		1,526,122			1,632,912

Redeemable convertible debentures		-			174

Equity:
Vishay stockholders' equity
Common stock		13,256			13,235
Class B convertible common stock		1,210			1,210
Capital in excess of par value		1,412,775			1,425,170
Retained earnings		95,462			72,180
Accumulated other comprehensive income (loss)		(26,326	)		(26,646	)
Total Vishay stockholders' equity		1,496,377			1,485,149
Noncontrolling interests		2,347			2,540
Total equity		1,498,724			1,487,689
Total liabilities, temporary equity, and equity	$	3,024,846		$	3,120,775

VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Statements of Cash Flows
(Unaudited - In thousands)
	Six fiscal months ended
	July 4, 2020			June 29, 2019

Operating activities
Net earnings	$	52,279		$	120,376
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation and amortization		82,158			81,346
(Gain) loss on disposal of property and equipment		(43	)		(162	)
Accretion of interest on convertible debt instruments		7,125			6,985
Inventory write-offs for obsolescence		11,587			12,643
Loss on early extinguishment of debt		4,066			1,307
Deferred income taxes		(4,370	)		(5,601	)
Other		954			4,283
Change in U.S. transition tax liability		-			(14,757	)
Change in repatriation tax liability		(16,258	)		(20,479	)
Changes in operating assets and liabilities, net of effects of businesses acquired		(12,589	)		(50,122	)
Net cash provided by operating activities		124,909			135,819

Investing activities
Purchase of property and equipment		(48,832	)		(70,148	)
Proceeds from sale of property and equipment		230			464
Purchase of businesses, net of cash acquired		-			(11,862	)
Purchase of short-term investments		(157,086	)		(1,970	)
Maturity of short-term investments		108,044			79,694
Other investing activities		(529	)		2,893
Net cash used in investing activities		(98,173	)		(929	)

Financing activities
Issuance costs		-			(5,394	)
Repurchase of convertible debt instruments		(90,525	)		(22,695	)
Net proceeds (payments) on revolving credit lines		-			28,000
Net changes in short-term borrowings		(113	)		22
Dividends paid to common stockholders		(25,185	)		(23,822	)
Dividends paid to Class B common stockholders		(2,299	)		(2,178	)
Distributions to noncontrolling interests		(600	)		(600	)
Cash withholding taxes paid when shares withheld for vested equity awards		(2,016	)		(2,708	)
Net cash used in financing activities		(120,738	)		(29,375	)
Effect of exchange rate changes on cash and cash equivalents		(201	)		(641	)

Net increase (decrease) in cash and cash equivalents		(94,203	)		104,874

Cash and cash equivalents at beginning of period		694,133			686,032
Cash and cash equivalents at end of period	$	599,930		$	790,906

VISHAY INTERTECHNOLOGY, INC.
Reconciliation of Adjusted Earnings Per Share
(Unaudited - In thousands, except per share amounts)
	Fiscal quarters ended									Six fiscal months ended
	July 4, 2020			April 4, 2020			June 29, 2019			July 4, 2020			June 29, 2019

GAAP net earnings attributable to Vishay stockholders	$	24,653		$	27,219		$	44,477		$	51,872		$	119,936

Reconciling items affecting gross profit:
Impact of the COVID-19 outbreak	$	923		$	3,130		$	-		$	4,053		$	-

Other reconciling items affecting operating income:
Restructuring and severance costs	$	743		$	-		$	-		$	743		$	-
Impact of the COVID-19 outbreak		(747	)		317			-			(430	)		-

Reconciling items affecting other income (expense):
Loss on early extinguishment of debt	$	1,146		$	2,920		$	-		$	4,066		$	1,307

Reconciling items affecting tax expense (benefit):
Change in deferred taxes due to early extinguishment of debt	$	-		$	(1,346	)	$	-		$	(1,346	)	$	(1,312	)
Effects of tax-basis foreign exchange gain		-			-			7,554			-			7,554
Effects of cash repatriation program		(190	)		-			(48	)		(190	)		(633	)
Tax effects of pre-tax items above		(589	)		(1,482	)		-			(2,071	)		(290	)

Adjusted net earnings	$	25,939		$	30,758		$	51,983		$	56,697		$	126,562

Adjusted weighted average diluted shares outstanding		145,170			145,295			145,023			145,232			145,158

Adjusted earnings per diluted share	$	0.18		$	0.21		$	0.36		$	0.39		$	0.87

VISHAY INTERTECHNOLOGY, INC.
Reconciliation of Free Cash
(Unaudited - In thousands)
	Fiscal quarters ended									Six fiscal months ended
	July 4, 2020			April 4, 2020			June 29, 2019			July 4, 2020			June 29, 2019
Net cash provided by operating activities	$	90,431		$	34,478		$	56,301		$	124,909		$	135,819
Proceeds from sale of property and equipment		177			53			69			230			464
Less: Capital expenditures		(24,504	)		(24,328	)		(33,781	)		(48,832	)		(70,148	)
Free cash	$	66,104		$	10,203		$	22,589		$	76,307		$	66,135

VISHAY INTERTECHNOLOGY, INC.
Reconciliation of EBITDA and Adjusted EBITDA
(Unaudited - In thousands)
	Fiscal quarters ended									Six fiscal months ended
	July 4, 2020			April 4, 2020			June 29, 2019			July 4, 2020			June 29, 2019

GAAP net earnings attributable to Vishay stockholders	$	24,653		$	27,219		$	44,477		$	51,872		$	119,936
Net earnings attributable to noncontrolling interests		242			165			258			407			440
Net earnings	$	24,895		$	27,384		$	44,735		$	52,279		$	120,376

Interest expense	$	8,430		$	8,552		$	8,204		$	16,982		$	16,596
Interest income		(956	)		(1,854	)		(2,147	)		(2,810	)		(4,346	)
Income taxes		4,845			8,750			26,153			13,595			50,460
Depreciation and amortization		40,638			41,520			40,918			82,158			81,346
EBITDA	$	77,852		$	84,352		$	117,863		$	162,204		$	264,432

Reconciling items
Impact of the COVID-19 outbreak	$	176		$	3,447		$	-		$	3,623		$	-
Restructuring and severance costs		743			-			-			743			-
Loss on early extinguishment of debt		1,146			2,920			-			4,066			1,307

Adjusted EBITDA	$	79,917		$	90,719		$	117,863		$	170,636		$	265,739

Adjusted EBITDA margin**		13.7	%		14.8	%		17.2	%		14.3	%		18.6	%

** Adjusted EBITDA as a percentage of net revenues