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 3, 2022
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 3, 2022, Vishay Intertechnology, Inc. ("the Company") issued a press release announcing its financial results for the fiscal quarter ended April 2, 2022.  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 announcing financial<br> results for the fiscal quarter ended April 2, 2022
	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 3, 2022

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 2022

•	Revenues Q1 of $854 million.
•	Gross margin Q1 of 30.3%.
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•	Operating margin Q1 of 17.1%.
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•	EPS Q1 of $0.71.
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•	Free Cash for the trailing 12 months of $209 million.
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•	Total Stockholder Return Q1 of $24.4 million--$14.5 million of dividend payments and $9.9 million of stock repurchases
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•	Guidance Q2 2022 for revenues of $830 to $870 million and at a gross margin of 28.1% plus/minus 50 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 2, 2022.

Revenues for the fiscal quarter ended April 2, 2022 were $853.8 million, compared to $843.1 million for the fiscal quarter ended December 31, 2021, and $764.6 million for the fiscal quarter ended April 3, 2021.  Net earnings attributable to Vishay stockholders for the fiscal quarter ended April 2, 2022 were $103.6 million, or $0.71 per diluted share, compared to $36.5 million, or $0.25 per diluted share for the fiscal quarter ended December 31, 2021, and $71.4 million, or $0.49 per diluted share for the fiscal quarter ended April 3, 2021.

As summarized on the attached reconciliation schedule, the prior periods presented include items affecting comparability.  Adjusted earnings per diluted share, which exclude these unusual tax items, were $0.71, $0.62, and $0.46 for the fiscal quarters ended April 2, 2022, December 31, 2021, and April 3, 2022, respectively.

Commenting on results for the first quarter 2022, Dr. Gerald Paul, President and Chief Executive Officer stated, “Revenues came in at the high end of our guidance. Despite ongoing increases in transportation costs, metal prices and higher general inflation, Vishay achieved contribution margins at the higher end of the historical range, supported by continued price increases and positive singularities. In the coming quarters we anticipate to continue to reach historical levels.”

Dr. Paul continued, “All regions and major end markets remain strong. There is no decline visible at this point in time. The supply chain remains lean. Sales of Vishay’s products to end customers by our distribution partners increased again to all-time highs in all regions while inventories of our products at distribution partners stayed flat. For the year we anticipate solid generation of free cash despite capital expenditures running at higher levels than in past years.”

Commenting on the outlook Dr. Paul stated, “Taking into account production challenges related to COVID lock-downs in Shanghai in April, we guide for the second quarter 2022 for revenues in the range of $830 to $870 million at a gross margin of 28.1% plus/minus 50 basis points, assuming the same exchange rates versus the dollar as in the first quarter.”

A conference call to discuss Vishay’s first quarter financial results is scheduled for Tuesday, May 3, 2022 at 9:00 a.m. ET. 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 13728314.

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 12:00 p.m. ET on Tuesday, May 3, 2022 through 11:59 p.m. ET on Tuesday, May 17, 2022. 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 13728314.

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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, margins, product pricing, 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 “guide,” “will,” “expect,” “anticipate,” 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.

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VISHAY INTERTECHNOLOGY, INC.
Summary of Operations
(Unaudited - In thousands, except per share amounts)
	Fiscal quarters ended
	April 2, 2022			December 31, 2021			April 3, 2021
Net revenues	$	853,793		$	843,072		$	764,632
Costs of products sold		594,685			613,116			561,683
Gross profit		259,108			229,956			202,949
Gross margin		30.3	%		27.3	%		26.5	%
Selling, general, and administrative expenses		112,855			108,311			105,685
Operating income		146,253			121,645			97,264
Operating margin		17.1	%		14.4	%		12.7	%
Other income (expense):
Interest expense		(4,222	)		(4,292	)		(4,376	)
Other		(5,751	)		(3,495	)		(5,731	)
Total other income (expense) - net		(9,973	)		(7,787	)		(10,107	)
Income before taxes		136,280			113,858			87,157
Income tax expense		32,330			77,027			15,514
Net earnings		103,950			36,831			71,643
Less: net earnings attributable to noncontrolling interests		377			308			208
Net earnings attributable to Vishay stockholders	$	103,573		$	36,523		$	71,435
Basic earnings per share attributable to Vishay stockholders	$	0.71		$	0.25		$	0.49
Diluted earnings per share attributable to Vishay stockholders	$	0.71		$	0.25		$	0.49
Weighted average shares outstanding - basic		145,053			145,019			144,968
Weighted average shares outstanding - diluted		145,553			145,617			145,463
Cash dividends per share	$	0.100		$	0.100		$	0.095

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VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Balance Sheets
(In thousands)
	April 2, 2022			December 31, 2021
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	789,248		$	774,108
Short-term investments		96,561			146,743
Accounts receivable, net		418,288			396,458
Inventories:
Finished goods		159,909			147,293
Work in process		251,722			226,496
Raw materials		191,256			162,711
Total inventories		602,887			536,500
Prepaid expenses and other current assets		163,227			156,689
Total current assets		2,070,211			2,010,498
Property and equipment, at cost:
Land		74,237			74,646
Buildings and improvements		642,097			639,879
Machinery and equipment		2,775,615			2,758,262
Construction in progress		129,268			145,828
Allowance for depreciation		(2,650,810	)		(2,639,136	)
		970,407			979,479
Right of use assets		114,094			117,635
Deferred income taxes		93,497			95,037
Goodwill		165,032			165,269
Other intangible assets, net		65,546			67,714
Other assets		101,382			107,625
Total assets	$	3,580,169		$	3,543,257

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VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Balance Sheets (continued)
(In thousands)
	April 2, 2022			December 31, 2021
	(Unaudited)
Liabilities and equity
Current liabilities:
Trade accounts payable	$	235,755		$	254,049
Payroll and related expenses		156,012			162,694
Lease liabilities		23,080			23,392
Other accrued expenses		210,531			218,089
Income taxes		51,005			35,443
Total current liabilities		676,383			693,667
Long-term debt less current portion		456,484			455,666
U.S. transition tax payable		110,681			110,681
Deferred income taxes		71,435			69,003
Long-term lease liabilities		96,272			99,987
Other liabilities		93,261			95,861
Accrued pension and other postretirement costs		259,531			271,672
Total liabilities		1,764,047			1,796,537
Equity:
Vishay stockholders' equity
Common stock		13,290			13,271
Class B convertible common stock		1,210			1,210
Capital in excess of par value		1,349,552			1,347,830
Retained earnings		490,776			401,694
Treasury stock (at cost)		(9,873	)		-
Accumulated other comprehensive income (loss)		(32,177	)		(20,252	)
Total Vishay stockholders' equity		1,812,778			1,743,753
Noncontrolling interests		3,344			2,967
Total equity		1,816,122			1,746,720
Total liabilities and equity	$	3,580,169		$	3,543,257

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VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Statements of Cash Flows
(Unaudited - In thousands)
	Three fiscal months ended
	April 2, 2022			April 3, 2021
Operating activities
Net earnings	$	103,950		$	71,643
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		40,650			42,146
(Gain) loss on disposal of property and equipment		(59	)		(177	)
Inventory write-offs for obsolescence		5,825			4,784
Deferred income taxes		2,347			901
Other		8,816			5,728
Changes in operating assets and liabilities		(127,944	)		(67,703	)
Net cash provided by operating activities		33,585			57,322
Investing activities
Purchase of property and equipment		(35,909	)		(28,527	)
Proceeds from sale of property and equipment		72			200
Purchase of short-term investments		(7,753	)		(12,853	)
Maturity of short-term investments		56,674			29,519
Other investing activities		(199	)		347
Net cash provided by (used in) investing activities		12,885			(11,314	)
Financing activities
Repurchase of convertible debt instruments		-			(300	)
Dividends paid to common stockholders		(13,259	)		(12,608	)
Dividends paid to Class B common stockholders		(1,210	)		(1,149	)
Repurchase of common stock held in treasury		(9,873	)		-
Cash withholding taxes paid when shares withheld for vested equity awards		(2,123	)		(1,963	)
Net cash used in financing activities		(26,465	)		(16,020	)
Effect of exchange rate changes on cash and cash equivalents		(4,865	)		(6,015	)
Net increase in cash and cash equivalents		15,140			23,973
Cash and cash equivalents at beginning of period		774,108			619,874
Cash and cash equivalents at end of period	$	789,248		$	643,847

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VISHAY INTERTECHNOLOGY, INC.
Reconciliation of Adjusted Earnings Per Share
(Unaudited - In thousands, except per share amounts)
	Fiscal quarters ended
	April 2, 2022		December 31, 2021		April 3, 2021
GAAP net earnings attributable to Vishay stockholders	$	103,573	$	36,523	$	71,435
Reconciling items affecting tax expense (benefit):
Changes in tax laws and regulations	$	-	$	53,316	$	(4,395	)
Adjusted net earnings	$	103,573	$	89,839	$	67,040
Adjusted weighted average diluted shares outstanding		145,553		145,617		145,463
Adjusted earnings per diluted share	$	0.71	$	0.62	$	0.46

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VISHAY INTERTECHNOLOGY, INC.
Reconciliation of Free Cash
(Unaudited - In thousands)
	Fiscal quarters ended
	April 2, 2022			December 31, 2021			April 3, 2021
Net cash provided by operating activities	$	33,585		$	146,652		$	57,322
Proceeds from sale of property and equipment		72			60			200
Less: Capital expenditures		(35,909	)		(100,216	)		(28,527	)
Free cash	$	(2,252	)	$	46,496		$	28,995

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VISHAY INTERTECHNOLOGY, INC.
Reconciliation of EBITDA and Adjusted EBITDA
(Unaudited - In thousands)
	Fiscal quarters ended
	April 2, 2022			December 31, 2021			April 3, 2021
GAAP net earnings attributable to Vishay stockholders	$	103,573		$	36,523		$	71,435
Net earnings attributable to noncontrolling interests		377			308			208
Net earnings	$	103,950		$	36,831		$	71,643
Interest expense	$	4,222		$	4,292		$	4,376
Interest income		(560	)		(362	)		(287	)
Income taxes		32,330			77,027			15,514
Depreciation and amortization		40,650			41,942			42,146
EBITDA	$	180,592		$	159,730		$	133,392
Reconciling items	$	-		$	-		$	-
Adjusted EBITDA	$	180,592		$	159,730		$	133,392
Adjusted EBITDA margin**		21.2	%		18.9	%		17.4	%
** Adjusted EBITDA as a percentage of net revenues

Contact:

Vishay Intertechnology, Inc.

Peter Henrici

Senior Vice President, Corporate Communications

+1-610-644-1300