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) October 30, 2007
----------------
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 (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
63 Lancaster Avenue
Malvern, PA 19355 19355-2143
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 610-644-1300
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(Former name or former address, if changed since last report.)
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))
Item 2.02 - Results of Operations and Financial Condition
On October 30, 2007, Vishay Intertechnology, Inc. issued a press release
announcing its financial results for the fiscal quarter and nine fiscal months
ended September 29, 2007. A copy of the press release is furnished as Exhibit 99
to this report.
Item 7.01 - Regulation FD Disclosure
Computational Guidance on Earnings Per Share Estimates
The Company frequently receives questions from analysts and shareholders
regarding its diluted earnings per share ("EPS") computation. The information
furnished in this Form 8-K provides additional information on the impact of key
variables on the EPS computation, particularly as they relate to the fourth
quarter of 2007.
Accounting principles require that EPS be computed based on the weighted average
shares outstanding ("basic"), and also assuming the issuance of potentially
issuable shares (such as those subject to stock options, warrants, convertible
notes, etc.) if those potentially issuable shares would reduce EPS ("diluted").
The number of shares related to options, warrants, and similar instruments
included in diluted EPS is based on the "Treasury Stock Method" prescribed in
Statement of Financial Accounting Standards ("SFAS") No. 128. This method
assumes a theoretical repurchase of shares using the proceeds of the respective
stock option or warrant exercise at a price equal to the issuer's average stock
price during the related earnings period. Accordingly, the number of shares
includable in the calculation of diluted EPS in respect of stock options,
warrants and similar instruments is dependent on this average stock price and
will increase as the average stock price increases. This method is also utilized
for net share settlement debt.
The number of shares includable in the calculation of diluted EPS in respect of
conventional convertible or exchangeable securities is based on the "If
Converted" method prescribed in SFAS No. 128. This method assumes the conversion
or exchange of these securities for shares of common stock. In determining if
convertible or exchangeable securities are dilutive, the interest savings (net
of tax) subsequent to an assumed conversion are added back to net earnings. The
shares related to a convertible or exchangeable security are included in diluted
EPS only if EPS as otherwise calculated is greater than the interest savings,
net of tax, divided by the shares issuable upon exercise or conversion of the
instrument ("incremental earnings per share"). Accordingly, the calculation of
diluted EPS for these instruments is dependent on the level of net earnings.
Each series of convertible or exchangeable securities is considered individually
and in sequence, starting with the series having the lowest incremental earnings
per share, to determine if its effect is dilutive or anti-dilutive.
In June 2007, the Company's Board of Directors adopted a resolution pursuant to
which the Company intends to waive its rights to settle the principal amount of
its 3-5/8% Convertible Subordinated Notes, upon any conversion or repurchase of
the notes, in shares of Vishay common stock.
Pursuant to the indenture governing the notes, Vishay had the right to pay the
conversion value or purchase price for the notes in cash, Vishay common stock,
or a combination of both.
In accordance with the resolution of its Board, in the future, if notes are
tendered for repurchase, Vishay will pay the repurchase price in cash, and if
notes are submitted for conversion, Vishay will value the shares issuable upon
conversion and will pay in cash an amount equal to the principal amount of the
converted notes and will issue shares in respect of the conversion value in
excess of the principal amount.
Vishay will now consider the notes to be "net share settlement debt."
Accordingly, the notes will be included in the diluted earnings per share
computation using the "treasury stock method" (similar to options and warrants)
rather than the "if converted method" otherwise required for convertible debt.
Under the "treasury stock method," Vishay will calculate the number of shares
issuable under the terms of the notes based on the average market price of
Vishay common stock during the period, and include that number in the total
diluted shares figure for the period.
The following estimates of shares consider the number of the Company's shares
currently outstanding and the Company's stock options, warrants and convertible
or exchangeable securities currently outstanding and their exercise and
conversion features currently in effect. Changes in these parameters could have
a material impact on the calculation of diluted EPS.
The following estimates of shares 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. These estimates are unaudited and are not necessarily indicative of the
shares used in the diluted EPS computation for any prior period. The estimates
below are not necessarily indicative of the shares to be used in the quarterly
diluted EPS computation for any period subsequent to the fourth quarter of 2007.
The Company assumes no duty to revise these estimates as a result of changes in
the parameters on which they are based or any changes in accounting principles.
Also, the presentation is not intended as a forecast of EPS values or share
prices of the Company's common stock for any period.
For the fourth quarter of 2007:
o The Company has approximately 186 million shares issued and
outstanding, including shares of common stock and class B common
stock.
o The number of shares included in diluted EPS related to options,
warrants, and similar instruments does not vary significantly and is
generally less than 1 million incremental shares.
o The Company's Convertible Subordinated Notes due 2023 are convertible
at a conversion price of $21.28 per $1,000 principal amount,
equivalent to 46.9925 shares per $1,000 principal amount. There are
500,000 bonds 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 = 500,000 * [(P - $21.28) * 46.9925] / 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 $21.28, no shares will be included in
the diluted earnings per share computation.
o The Company's Exchangeable unsecured notes due 2102 are dilutive at
quarterly earnings levels in excess of approximately $28 million. The
Exchangeable unsecured notes are exchangeable for approximately 6
million shares. Quarterly interest, net of tax, is approximately $0.9
million.
Item 9.01 - Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
- ----------- -----------
99 Press release dated October 30, 2007
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: October 30, 2007
VISHAY INTERTECHNOLOGY, INC.
By: /s/ Richard N. Grubb
-------------------------------
Name: Richard N. Grubb
Title: Executive Vice President and
Chief Financial Officer
Exhibit 99
Vishay Reports Results for Third Quarter 2007
-- Revenues for third quarter 2007 increased by $14 million, or
2%, compared to second quarter 2007.
-- Income from continuing operations of $0.20 per diluted share
for the third quarter 2007 has been negatively affected by the
after tax impact of certain items (enumerated below) of $0.05
per share for adjusted income from continuing operations per
share of $0.25.
-- Cash generated from operations was $117 million and capital
expenditures were $34 million in the third quarter 2007.
-- Manufacturing inventories were reduced by $20 million in the
third quarter 2007.
Business Editors
MALVERN, Pa.--(BUSINESS WIRE)--Oct. 30, 2007--Dr. Felix Zandman,
Executive Chairman of the Board, and Dr. Gerald Paul, President and
Chief Executive Officer of Vishay Intertechnology, Inc. (NYSE:VSH),
announced today that net revenues for the fiscal quarter ended
September 29, 2007 were $729.6 million, compared to $654.4 million for
the fiscal quarter ended September 30, 2006. Income from continuing
operations for the fiscal quarter ended September 29, 2007 was $37.1
million, or $0.20 per diluted share, compared with net earnings for
the fiscal quarter ended September 30, 2006 of $32.5 million, or $0.17
per diluted share.
On April 1, 2007, Vishay acquired the Power Control Systems
("PCS") business of International Rectifier Corporation. The Company
intends to sell the automotive modules and subsystems business unit
("ASBU") acquired as part of the PCS business. The operations of the
ASBU have been classified as discontinued operations. The loss from
discontinued operations for the third quarter was $1.9 million,
resulting in net earnings of $35.2 million, or $0.19 per diluted
share.
Income from continuing operations for the third quarter of 2007 of
$37.1 million, or $0.20 per diluted share, was impacted by a pretax
charge for restructuring and severance costs of $9.9 million.
Additionally, reported income tax expense is net of benefits totaling
$0.9 million for changes in uncertain tax positions and a change in
enacted tax rates. These items, net, had a negative $0.05 per share
effect on income from continuing operations.
Net earnings for the third quarter of 2006 of $32.5 million, or
$0.17 per diluted share, were impacted by pretax charges for
restructuring and severance costs of $19.2 million, related asset
write-downs of $2.7 million, inventory obsolescence charges for
discontinued tantalum products of $1.4 million, losses resulting from
adjustments to previously existing purchase commitments of $0.7
million, and charges totaling $2.9 million to settle past quality
claims. These items and their tax-related consequences had a negative
$0.10 effect on earnings per share.
Net revenues for the nine fiscal months ended September 29, 2007
were $2,103.7 million, compared to $1,946.0 million for the nine
fiscal months ended September 30, 2006. Income from continuing
operations for the nine fiscal months ended September 29, 2007 was
$129.1 million, or $0.67 per diluted share, compared with net earnings
for the nine fiscal months ended September 30, 2006 of $113.5 million,
or $0.59 per diluted share.
The loss from discontinued operations for nine fiscal months ended
September 29, 2007 was $3.2 million, resulting in net earnings of
$125.9 million, or $0.66 per diluted share.
Income from continuing operations for the nine fiscal months ended
September 29, 2007 of $129.1 million, or $0.67 per diluted share, was
impacted by pretax charges for restructuring and severance costs of
$13.2 million and related asset write-downs of $2.7 million. These
items and their tax-related consequences, plus additional tax expense
for changes in uncertain tax positions net of benefits for a change in
enacted tax rates totaling $2.5 million, had a negative $0.09 per
share effect on income from continuing operations.
Net earnings for the nine fiscal months ended September 30, 2006
of $113.5 million, or $0.59 per diluted share, were impacted by pretax
charges for restructuring and severance costs of $28.1 million,
related asset write-downs of $6.6 million, losses resulting from
adjustments to previously existing purchase commitments of $4.8
million, write-downs and write-offs of tantalum inventories totaling
$9.6 million, a loss on early extinguishment of debt of $2.9 million,
an adjustment to increase the estimated cost of environmental
remediation obligations associated with the 2001 General Semiconductor
acquisition of $3.6 million, and charges totaling $2.9 million to
settle past product quality issues. These items and their tax related
consequences had a negative $0.21 effect on earnings per share.
Commenting on the results for the third quarter 2007, Dr. Paul
stated, "The friendly business environment Vishay experiences since
the end of 2005 continued in the third quarter. The sales of
distribution to the end customers increased in the third quarter
compared to the previous quarter, especially driven by Asia. During
the third quarter 2007 we reduced manufacturing inventories by $20
million. Our strong generation of cash from operations continued
during the third quarter 2007 with $117 million."
Dr. Paul continued, "The two discrete semiconductor product lines
that we acquired on April 1, 2007 from International Rectifier
achieved revenues of $59 million in third quarter 2007, approximately
the projected yearly run-rate of $240 million. These businesses
contributed $4.8 million to our operating income."
Regarding the outlook for the fourth quarter 2007, Dr. Paul
continued, "Our guidance for revenues is in the range of $710 million
to $730 million. Gross margins are projected to be at similar to
slightly improved levels."
Commenting on the Company's acquisition activities, Dr. Felix
Zandman, Executive Chairman of the Board and Chief Technical and
Business Development Officer, stated, "We continue to explore
acquisition targets in all spaces we operate in, namely passive
components, semiconductors and weighing systems. At the same time, we
are actively pursuing the divestiture of the automotive systems
business that was part of our acquisition of the Power Control Systems
business from International Rectifier."
Regarding the Company's R&D activities, Dr. Zandman noted, "Our
R&D programs are on target. The share of new products released to the
market continues to increase."
A conference call to discuss third quarter financial results is
scheduled for Tuesday, October 30, 2007 at 10:00 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 or Canada) and
the conference ID is #18703688.
There will be a replay of the conference call from 12:30 p.m. (ET)
on Tuesday, October 30, 2007 through 11:59 p.m. (ET) on Sunday,
November 4, 2007. The telephone number for the replay is 800-642-1687
(+1 706-645-9291 if calling from outside the United States or Canada)
and the access code is #18703688.
There will also be a live audio webcast of the conference call.
This can be accessed directly from the Investor Relations section of
the Vishay website at http://ir.vishay.com.
Vishay Intertechnology, Inc., a Fortune 1,000 Company listed on
the NYSE (VSH), is one of the world's largest manufacturers of
discrete semiconductors (diodes, rectifiers, transistors, and
optoelectronics and selected ICs) and passive electronic components
(resistors, capacitors, inductors, sensors, and transducers). These
components are used in virtually all types of electronic devices and
equipment, in the industrial, computing, automotive, consumer,
telecommunications, military, aerospace, and medical markets. Its
product innovations, successful acquisition strategy, and ability to
provide "one-stop shop" service have made Vishay a global industry
leader. Vishay can be found on the Internet at http://www.vishay.com.
Statements contained herein that relate to the Company's future
performance, including statements with respect to forecasted revenues
and the anticipated future benefits of the Company's acquisition and
research and development programs are forward-looking statements
within the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Such statements involve a number of risks,
uncertainties and contingencies, many of which are beyond our control,
which may cause actual results, performance or achievements to differ
materially from those anticipated. Such statements are based on
current expectations only, and are subject to certain risks,
uncertainties and assumptions. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove
incorrect, actual results 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, particularly in the markets that we serve; competition and
technological changes in our industries; difficulties in implementing
our cost reduction strategies; difficulties in new product
development; our ability to identify suitable acquisition targets and
to successfully negotiate and consummate their acquisition,
difficulties in integrating acquired companies, including the recently
acquired PCS business, and otherwise realizing the anticipated
benefits of their operations; our ability to attract and retain highly
qualified personnel, particularly in respect of our acquired
businesses; and other factors affecting our operations that are set
forth in our Annual Report on Form 10-K for the year ended December
31, 2006 filed with the Securities and Exchange Commission. We
undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise. Also, we can provide no assurance as to
the timing of the disposition of ASBU or whether we can dispose of
ASBU on terms we consider attractive or at all.
Management believes that stating the impact on net earnings of
items such as restructuring and severance, asset write-downs, charges
for in-process research and development, gains or losses on purchase
commitments, special tax items and other items not reflecting on-going
operating activities is meaningful to investors because it provides
insight with respect to intrinsic operating results of the Company
and, management believes, is a common measure of performance in the
industries in which the Company competes. Investors should be aware,
however, that this is a non-GAAP measure of performance and should not
be considered as a substitute for the comparable GAAP measure.
VISHAY INTERTECHNOLOGY, INC.
Summary of Operations
(Unaudited - In thousands except earnings per share)
Fiscal quarter ended
September 29, September 30,
2007 2006
------------- -------------
Net revenues $ 729,616 $ 654,381
Costs of products sold (a) 554,816 486,052
Loss on purchase commitments - 741
------------- -------------
Gross profit 174,800 167,588
Gross margin 24.0% 25.6%
Selling, general, and administrative
expenses 109,946 98,917
Restructuring and severance costs 9,920 19,160
Asset write-downs - 2,709
------------- -------------
Operating income 54,934 46,802
Operating margin 7.5% 7.2%
Other income (expense):
Interest expense (7,441) (7,764)
Minority interest (436) (215)
Other 1,639 5,665
------------- -------------
Total other income (expense) - net (6,238) (2,314)
------------- -------------
Income from continuing operations, before
taxes 48,696 44,488
Income taxes 11,597 12,006
------------- -------------
Income from continuing operations 37,099 32,482
Loss from discontinued operations, net of
tax (1,924) -
------------- -------------
Net earnings $ 35,175 $ 32,482
============= =============
Basic earnings (loss) per share:*
Continuing operations $ 0.20 $ 0.18
Discontinued operations $ (0.01) $ -
Net earnings $ 0.19 $ 0.18
Diluted earnings (loss) per share:*
Continuing operations $ 0.20 $ 0.17
Discontinued operations $ (0.01) $ -
Net earnings $ 0.19 $ 0.17
Weighted average shares outstanding -
basic 186,335 184,451
Weighted average shares outstanding -
diluted 192,779 208,685
* May not add due to rounding.
(a) The fiscal quarter ended September 30, 2006 includes
write-offs of tantalum inventories of $1,374 and charges to settle
past product quality issues of $2,885 within costs of products sold.
VISHAY INTERTECHNOLOGY, INC.
Summary of Operations
(Unaudited - In thousands except earnings per share)
Nine fiscal months ended
September 29, September 30,
2007 2006
------------- -------------
Net revenues $ 2,103,669 $ 1,945,990
Costs of products sold (b) 1,575,803 1,437,146
Loss on purchase commitments - 4,838
------------- -------------
Gross profit 527,866 504,006
Gross margin 25.1% 25.9%
Selling, general, and administrative
expenses (c) 330,048 299,086
Restructuring and severance costs 13,186 28,085
Asset write-downs 2,665 6,583
------------- -------------
Operating income 181,967 170,252
Operating margin 8.6% 8.7%
Other income (expense):
Interest expense (22,039) (24,828)
Loss on early extinguishment of debt - (2,854)
Minority interest (983) (782)
Other 12,932 13,669
------------- -------------
Total other income (expense) - net (10,090) (14,795)
------------- -------------
Income from continuing operations, before
taxes 171,877 155,457
Income taxes 42,769 41,973
------------- -------------
Income from continuing operations 129,108 113,484
Loss from discontinued operations, net of
tax (3,222) -
------------- -------------
Net earnings $ 125,886 $ 113,484
============= =============
Basic earnings (loss) per share:*
Continuing operations $ 0.70 $ 0.62
Discontinued operations $ (0.02) $ -
Net earnings $ 0.68 $ 0.62
Diluted earnings (loss) per share:*
Continuing operations $ 0.67 $ 0.59
Discontinued operations $ (0.02) $ -
Net earnings $ 0.66 $ 0.59
Weighted average shares outstanding -
basic 185,408 184,381
Weighted average shares outstanding -
diluted 200,062 217,090
* May not add due to rounding.
(b) The nine fiscal months ended September 30, 2006 includes
write-downs and write-offs of tantalum inventories of $9,602 and
charges to settle past product quality issues of $2,885 within costs
of products sold.
(c) The nine fiscal months ended September 30, 2006 includes
$3,600 of expenses within selling, general and administrative expenses
to increase the estimated cost of environmental obligations associated
with the 2001 General Semiconductor acquisition.
VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Balance Sheets
(In thousands)
September 29, December 31,
2007 2006
------------- -------------
Assets (Unaudited)
Current assets:
Cash and cash equivalents $ 476,997 $ 671,586
Accounts receivable - net 473,143 351,656
Inventories:
Finished goods 169,500 163,576
Work in process 223,068 194,734
Raw materials 162,752 178,543
Deferred income taxes 44,260 38,368
Prepaid expenses and other current
assets 137,467 128,784
Assets held for sale 66,787 -
------------- -------------
Total current assets 1,753,974 1,727,247
Property and equipment, at cost:
Land 102,383 94,803
Buildings and improvements 472,908 441,659
Machinery and equipment 1,977,385 1,818,660
Construction in progress 77,746 85,288
Allowance for depreciation (1,459,067) (1,316,045)
------------- -------------
Net property and equipment 1,171,355 1,124,365
Goodwill 1,641,078 1,463,992
Other intangible assets, net 196,193 168,263
Other assets 182,774 208,029
------------- -------------
Total assets $ 4,945,374 $ 4,691,896
============= =============
VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Balance Sheets (continued)
(In thousands)
September 29, December 31,
2007 2006
------------- -------------
(Unaudited)
Liabilities and stockholders' equity
Current liabilities:
Notes payable to banks $ 3,421 $ 526
Trade accounts payable 135,427 145,919
Payroll and related expenses 141,030 132,922
Other accrued expenses 245,394 203,986
Income taxes 49,788 47,333
Current portion of long-term debt 1,770 3,728
Liabilities related to assets held for
sale 11,529 -
------------- -------------
Total current liabilities 588,359 534,414
Long-term debt less current portion 607,545 608,434
Deferred income taxes 19,127 15,923
Deferred grant income 1,858 5,732
Other liabilities 127,384 155,963
Accrued pension and other postretirement
costs 298,006 285,823
Minority interest 5,167 4,794
Stockholders' equity:
Common stock 17,198 17,010
Class B common stock 1,435 1,436
Capital in excess of par value 2,251,740 2,229,972
Retained earnings (d) 920,697 796,902
Accumulated other comprehensive income 106,858 35,493
------------- -------------
Total stockholders' equity 3,297,928 3,080,813
------------- -------------
Total liabilities and
stockholders' equity $ 4,945,374 $ 4,691,896
============= =============
(d) Reflects adjustment of $2,091 to initially apply the
provisions of FASB Interpretation No. 48, adopted January 1, 2007.
VISHAY INTERTECHNOLOGY, INC.
Reconciliation of Earnings Per Share
(Unaudited - In thousands except earnings per share)
Fiscal quarter ended Nine fiscal months ended
Sept. 29, Sept. 30, Sept. 29, Sept. 30,
2007 2006 2007 2006
----------- ----------- ----------- -----------
Numerator:
Numerator for basic
earnings per share:
Income from
continuing
operations $ 37,099 $ 32,482 $ 129,108 $ 113,484
Loss from
discontinued
operations (1,924) - (3,222) -
----------- ----------- ----------- -----------
Net earnings $ 35,175 $ 32,482 $ 125,886 $ 113,484
=========== =========== =========== ===========
Adjustment to the
numerator for
continuing
operations and net
earnings:
Interest savings
assuming
conversion of
dilutive
convertible and
exchangeable
notes, net of
tax (e) 915 3,090 5,832 13,758
----------- ----------- ----------- -----------
Numerator for
diluted earnings
per share:
Income from
continuing
operations $ 38,014 $ 35,572 $ 134,940 $ 127,242
Loss from
discontinued
operations (1,924) - (3,222) -
----------- ----------- ----------- -----------
Net earnings $ 36,090 $ 35,572 $ 131,718 $ 127,242
=========== =========== =========== ===========
Denominator:
Denominator for
basic earnings per
share:
weighted average
shares 186,335 184,451 185,408 184,381
Effect of dilutive
securities
Convertible and
exchangeable
notes (e) 6,176 23,496 14,009 31,835
Employee stock
options 162 654 539 790
Other 106 84 106 84
----------- ----------- ----------- -----------
Dilutive
potential common
shares 6,444 24,234 14,654 32,709
----------- ----------- ----------- -----------
Denominator for
diluted earnings
per share:
adjusted
weighted
average shares 192,779 208,685 200,062 217,090
=========== =========== =========== ===========
Basic earnings
(loss) per share:*
Continuing
operations $ 0.20 $ 0.18 $ 0.70 $ 0.62
Discontinued
operations $ (0.01) $ - $ (0.02) $ -
Net earnings $ 0.19 $ 0.18 $ 0.68 $ 0.62
Diluted earnings
(loss) per share:*
Continuing
operations $ 0.20 $ 0.17 $ 0.67 $ 0.59
Discontinued
operations $ (0.01) $ - $ (0.02) $ -
Net earnings $ 0.19 $ 0.17 $ 0.66 $ 0.59
* May not add due to rounding.
Diluted earnings per share for the periods presented do not
reflect the following weighted-average potential common shares, as the
effect would be antidilutive:
Fiscal quarter ended Nine fiscal months ended
Sept. 29, Sept. 30, Sept. 29, Sept. 30,
2007 2006 2007 2006
----------- ----------- ----------- -----------
Convertible and
exchangeable
notes:
Convertible
Subordinated
Notes, due 2023
(e) 23,496 - 15,664 -
Exchangeable
Unsecured
Notes, due 2102 - 6,176 - -
LYONs, due 2021
(f) - - - -
Weighted average
employee stock
options 4,289 5,244 3,627 4,879
Weighted average
warrants 8,824 8,824 8,824 8,824
(e) In June 2007, the Company's Board of Directors adopted a
resolution pursuant to which the Company intends to waive its rights
to settle the principal amount of the notes in shares of Vishay common
stock. In accordance with the resolution of its Board, in the future
if notes are tendered for repurchase, Vishay will pay the repurchase
price in cash, and if notes are submitted for conversion, Vishay will
value the shares issuable upon conversion and will pay in cash an
amount equal to the principal amount of the converted notes and will
issue shares in respect of the conversion value in excess of the
principal amount. Accordingly, for the second quarter of 2007 and
future periods, the Company calculates the number of shares issuable
under the terms of the notes based on the average market price of
Vishay common stock during the period, and includes that number in the
total diluted shares figure for the period. If the average market
price is less than $21.28, no shares will be included in the diluted
earnings per share computation, as the effect would be antidilutive.
For periods prior to the second quarter of 2007, the notes were
considered conventional convertible debt, and included in the earnings
per share computation assuming they were converted into 23,496 shares
of common stock if the effect of their inclusion was dilutive.
(f) The LYONs were redeemed in June 2006. Prior to redemption,
they were convertible into 3,809 shares of common stock.
CONTACT: Vishay Intertechnology, Inc.
Richard N. Grubb
Executive Vice President and Chief Financial Officer
+1 610-644-1300
or
Peter G. Henrici
Senior Vice President Corporate Communications
+1 610-644-1300