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)  August 9, 2023
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 August 9, 2023, Vishay Intertechnology, Inc. ("the Company") issued a press release announcing its financial results for the fiscal quarter and six fiscal months ended July 1, 2023.  A copy of the press release is attached as Exhibit 99.1 to this report.

Item 9.01 – Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
	99.1	Press release dated August 9, 2023
	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: August 9, 2023

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 Intertechnology Reports Second Quarter 2023 Results

Malvern, PA, August 9, 2023 – Vishay Intertechnology, Inc., (NYSE: VSH), one of the world's largest manufacturers of discrete semiconductors and passive electronic components, today announced results for the fiscal second quarter ended July 1, 2023.

Highlights

•	2Q 2023 revenues of $892.1 million
•	2Q 2023 EPS of $0.68
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•	2Q 2023 book-to-bill of 0.69
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•	Backlog at quarter end was 6.4 months
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•	Returned a total of $34.2 million to stockholders
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“For the second quarter Vishay posted solid results, with revenue increasing 2.4% over the first quarter and 3.3% over last year’s second quarter, reflecting sustained momentum in automotive end markets for Vishay products that support increased electronic content, ADAS features and EV production along with improved order flow for legacy automotive programs as supply chain bottlenecks have eased,” said Joel Smejkal, President and CEO.

“Since the beginning of the year we have been resolute in pushing forward with our plans in 2023 to stage Vishay to be ready for the next phase of end market demand from the megatrends of connectivity, mobility and sustainability,” added Mr. Smejkal.  “We are committed to putting significant amount of capital to work between 2023 and 2025 to add incremental capacity to support our highest growth and margin product lines and to introducing Vishay solutions that more fully leverage our broad portfolio of semiconductors and passives. By executing these and other initiatives, we are keenly focused on changing Vishay’s financial profile, producing faster revenue growth and higher returns over the next couple of years.”

3Q 2023 Outlook

For the third quarter of 2023, management expects revenues in the range of $840 million and $880 million and a gross profit margin in the range of 27.7% +/- 50 basis points.

Conference Call

Management will host a conference call today, August 9, 2023, at 9:00 a.m. ET to discuss second quarter 2023 results.  The dial-in number for the conference call is 877-407-0989 (+1 201-389-0921, if calling from outside the United States) and the access code is 13739575.  Interested parties may also access a real-time webcast through the Investor Relations section of the company’s website at http://ir.vishay.com. A presentation accompanying management’s prepared remarks will be posted approximately 30 minutes before the conference call starts. For interested parties who are unable to join the live call, there will be a replay of the conference call from 12:00 p.m. ET on Wednesday, August 9, 2023, through 11:59 p.m. ET on Wednesday, August 23, 2023. The telephone number for the replay is +1 877-660-6853 (+1 201-612-7415, if calling from outside the United States or Canada) and the access code is 13739575.

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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 forecasted revenues and margins, capital investment, capacity expansion, stockholder returns, 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 and expressions such as “guide,” “will,” “expect,” “focus,” “committed” 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 or otherwise; 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.

Contact:

Vishay Intertechnology, Inc.

  Peter Henrici

  Executive Vice President, Corporate Development

  +1-610-644-1300

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VISHAY INTERTECHNOLOGY, INC.
Summary of Operations
(Unaudited - In thousands, except per share amounts)
			April 1, 2023			July 2, 2022
Net revenues	892,110		$	871,046		$	863,512
Costs of products sold*	634,637			592,333			602,289
Gross profit	257,473			278,713			261,223
Gross margin	28.9	%		32.0	%		30.3	%
Selling, general, and administrative expenses*	122,857			120,145			110,400
Operating income	134,616			158,568			150,823
Operating margin	15.1	%		18.2	%		17.5	%
Other income (expense):
Interest expense	(6,404	)		(5,120	)		(4,307	)
Other	5,257			3,329			1,380
Total other income (expense) - net	(1,147	)		(1,791	)		(2,927	)
Income before taxes	133,469			156,777			147,896
Income tax expense	38,054			44,588			35,127
Net earnings	95,415			112,189			112,769
Less: net earnings attributable to noncontrolling interests	377			408			381
Net earnings attributable to Vishay stockholders	95,038		$	111,781		$	112,388
Basic earnings per share attributable to Vishay stockholders	0.68		$	0.79		$	0.78
Diluted earnings per share attributable to Vishay stockholders	0.68		$	0.79		$	0.78
Weighted average shares outstanding - basic	139,764			140,636			143,996
Weighted average shares outstanding - diluted	140,478			141,251			144,397
Cash dividends per share	0.10		$	0.10		$	0.10
* The fiscal quarter ended July 2, 2022 includes incremental costs of products sold and selling, general, and administrative expenses separable from<br> normal operations directly attributable to the COVID-19 pandemic of 6,661 and 546, respectively.

All values are in US Dollars.

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VISHAY INTERTECHNOLOGY, INC.
Summary of Operations
(Unaudited - In thousands, except per share amounts)
			July 2, 2022
Net revenues	1,763,156		$	1,717,305
Costs of products sold*	1,226,970			1,196,974
Gross profit	536,186			520,331
Gross margin	30.4	%		30.3	%
Selling, general, and administrative expenses*	243,002			223,255
Operating income	293,184			297,076
Operating margin	16.6	%		17.3	%
Other income (expense):
Interest expense	(11,524	)		(8,529	)
Other	8,586			(4,371	)
Total other income (expense) - net	(2,938	)		(12,900	)
Income before taxes	290,246			284,176
Income tax expense	82,642			67,457
Net earnings	207,604			216,719
Less: net earnings attributable to noncontrolling interests	785			758
Net earnings attributable to Vishay stockholders	206,819		$	215,961
Basic earnings per share attributable to Vishay stockholders	1.48		$	1.49
Diluted earnings per share attributable to Vishay stockholders	1.47		$	1.49
Weighted average shares outstanding - basic	140,201			144,527
Weighted average shares outstanding - diluted	140,865			144,978
Cash dividends per share	0.20		$	0.20
* The six fiscal months ended July 2, 2022 includes incremental costs of products sold and selling, general, and administrative expenses separable<br> from normal operations directly attributable to the COVID-19 pandemic of 6,661 and 546, respectively.

All values are in US Dollars.

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VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Balance Sheets
(In thousands)
	July 1, 2023			December 31, 2022
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	1,089,420		$	610,825
Short-term investments		14,366			305,272
Accounts receivable, net		453,250			416,178
Inventories:
Finished goods		169,775			156,234
Work in process		278,645			261,345
Raw materials		211,619			201,300
Total inventories		660,039			618,879
Prepaid expenses and other current assets		178,177			170,056
Total current assets		2,395,252			2,121,210
Property and equipment, at cost:
Land		76,872			75,907
Buildings and improvements		696,754			658,829
Machinery and equipment		2,961,214			2,857,636
Construction in progress		224,453			243,038
Allowance for depreciation		(2,786,772	)		(2,704,951	)
		1,172,521			1,130,459
Right of use assets		131,460			131,193
Deferred income taxes		106,210			104,667
Goodwill		203,940			201,432
Other intangible assets, net		75,111			77,896
Other assets		102,967			98,796
Total assets	$	4,187,461		$	3,865,653

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VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Balance Sheets (continued)
(In thousands)
	July 1, 2023			December 31, 2022
	(Unaudited)
Liabilities and equity
Current liabilities:
Trade accounts payable	$	234,004		$	189,099
Payroll and related expenses		164,961			166,079
Lease liabilities		26,117			25,319
Other accrued expenses		249,382			261,606
Income taxes		83,910			84,155
Total current liabilities		758,374			726,258
Long-term debt less current portion		639,668			500,937
U.S. transition tax payable		46,117			83,010
Deferred income taxes		133,996			117,183
Long-term lease liabilities		107,149			108,493
Other liabilities		98,693			92,530
Accrued pension and other postretirement costs		189,022			187,092
Total liabilities		1,973,019			1,815,503
Equity:
Vishay stockholders' equity
Common stock		13,316			13,291
Class B convertible common stock		1,210			1,210
Capital in excess of par value		1,354,753			1,352,321
Retained earnings		952,062			773,228
Treasury stock (at cost)		(123,371	)		(82,972	)
Accumulated other comprehensive income (loss)		12,655			(10,827	)
Total Vishay stockholders' equity		2,210,625			2,046,251
Noncontrolling interests		3,817			3,899
Total equity		2,214,442			2,050,150
Total liabilities and equity	$	4,187,461		$	3,865,653

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VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Statements of Cash Flows
(Unaudited - In thousands)
	Six fiscal months ended
	July 1, 2023			July 2, 2022
Operating activities
Net earnings	$	207,604		$	216,719
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		87,694			80,967
(Gain) loss on disposal of property and equipment		(495	)		(293	)
Inventory write-offs for obsolescence		18,023			10,777
Stock compensation expense		6,082			4,889
Deferred income taxes		16,166			5,922
Other		(811	)		1,844
Change in U.S. transition tax liability		(27,670	)		(14,757	)
Change in repatriation tax liability		-			(25,201	)
Changes in operating assets and liabilities		(69,461	)		(172,555	)
Net cash provided by operating activities		237,132			108,312
Investing activities
Purchase of property and equipment		(117,250	)		(95,700	)
Proceeds from sale of property and equipment		1,013			377
Purchase of businesses, net of cash acquired		(5,003	)		-
Purchase of short-term investments		(41	)		(7,769	)
Maturity of short-term investments		293,282			66,763
Other investing activities		(892	)		(199	)
Net cash provided by (used in) investing activities		171,109			(36,528	)
Financing activities
Debt issuance costs		(6,120	)		-
Net proceeds (payments) on revolving credit lines		143,000			6,000
Dividends paid to common stockholders		(25,538	)		(26,389	)
Dividends paid to Class B common stockholders		(2,419	)		(2,419	)
Repurchase of common stock held in treasury		(40,399	)		(36,161	)
Distributions to noncontrolling interests		(867	)		(733	)
Cash withholding taxes paid when shares withheld for vested equity awards		(3,653	)		(2,123	)
Net cash provided by (used in) financing activities		64,004			(61,825	)
Effect of exchange rate changes on cash and cash equivalents		6,350			(18,474	)
Net increase (decrease) in cash and cash equivalents		478,595			(8,515	)
Cash and cash equivalents at beginning of period		610,825			774,108
Cash and cash equivalents at end of period	$	1,089,420		$	765,593

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VISHAY INTERTECHNOLOGY, INC.
Reconciliation of Adjusted Earnings Per Share
(Unaudited - In thousands, except per share amounts)
	Fiscal quarters ended							Six fiscal months ended
	July 1, 2023		April 1, 2023		July 2, 2022			July 1, 2023		July 2, 2022
GAAP net earnings attributable to Vishay stockholders	$	95,038	$	111,781	$	112,388		$	206,819	$	215,961
Reconciling items affecting gross profit:
Impact of the COVID-19 pandemic	$	-	$	-	$	6,661		$	-	$	6,661
Other reconciling items affecting operating income:
Impact of the COVID-19 pandemic	$	-	$	-	$	546		$	-	$	546
Reconciling items affecting tax expense (benefit):
Tax effects of pre-tax items above	$	-	$	-	$	(1,802	)	$	-	$	(1,802	)
Adjusted net earnings	$	95,038	$	111,781	$	117,793		$	206,819	$	221,366
Adjusted weighted average diluted shares outstanding		140,478		141,251		144,397			140,865		144,978
Adjusted earnings per diluted share	$	0.68	$	0.79	$	0.82		$	1.47	$	1.53

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VISHAY INTERTECHNOLOGY, INC.
Reconciliation of Free Cash
(Unaudited - In thousands)
	Fiscal quarters ended									Six fiscal months ended
	July 1, 2023			April 1, 2023			July 2, 2022			July 1, 2023			July 2, 2022
Net cash provided by operating activities	$	107,239		$	129,893		$	74,727		$	237,132		$	108,312
Proceeds from sale of property and equipment		687			326			305			1,013			377
Less: Capital expenditures		(71,676	)		(45,574	)		(59,791	)		(117,250	)		(95,700	)
Free cash	$	36,250		$	84,645		$	15,241		$	120,895		$	12,989

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VISHAY INTERTECHNOLOGY, INC.
Reconciliation of EBITDA and Adjusted EBITDA
(Unaudited - In thousands)
	Fiscal quarters ended									Six fiscal months ended
	July 1, 2023			April 1, 2023			July 2, 2022			July 1, 2023			July 2, 2022
GAAP net earnings attributable to Vishay stockholders	$	95,038		$	111,781		$	112,388		$	206,819		$	215,961
Net earnings attributable to noncontrolling interests		377			408			381			785			758
Net earnings	$	95,415		$	112,189		$	112,769		$	207,604		$	216,719
Interest expense	$	6,404		$	5,120		$	4,307		$	11,524		$	8,529
Interest income		(6,292	)		(5,944	)		(789	)		(12,236	)		(1,350	)
Income taxes		38,054			44,588			35,127			82,642			67,457
Depreciation and amortization		44,393			43,301			40,317			87,694			80,967
EBITDA	$	177,974		$	199,254		$	191,731		$	377,228		$	372,322
Reconciling items
Impact of the COVID-19 pandemic	$	-		$	-		$	7,207		$	-		$	7,207
Adjusted EBITDA	$	177,974		$	199,254		$	198,938		$	377,228		$	379,529
Adjusted EBITDA margin**		19.9	%		22.9	%		23.0	%		21.4	%		22.1	%
** Adjusted EBITDA as a percentage of net revenues