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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): November 3, 2004
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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 (Commission File Number) (I.R.S. Employer
of Incorporation) Identification Number)
63 Lincoln Highway, Malvern, PA 19355-2120
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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.)
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 November 3, 2004, Vishay Intertechnology, Inc. issued a press release
announcing its financial results for the third quarter of 2004. A copy of the
press release is furnished as Exhibit 99 to this report.
Item 9.01 - Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
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99 Press release dated November 3, 2004
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Vishay
Intertechnology, Inc. has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date: November 3, 2004
VISHAY INTERTECHNOLOGY, INC.
By: /s/ Richard N. Grubb
------------------------------------
Name: Richard N. Grubb
Title: Executive Vice President and
Chief Financial Officer
Exhibit 99
Vishay Reports Earnings for Third Quarter 2004
MALVERN, Pa., Nov. 3 /PRNewswire-FirstCall/ --
-- Sales for Third Quarter 2004 increased 10% to $584,320,000 compared to
Third Quarter 2003
-- Diluted EPS of $0.13 in Third Quarter 2004 compared to $0.04 in Third
Quarter 2003
-- Backlog at quarter end of $474 million
-- Cash balance at quarter end of $640 million
Dr. Felix Zandman, Chairman and Chief Executive Officer of Vishay
Intertechnology, Inc. (NYSE: VSH), announced today that sales for the third
quarter 2004 were $584,320,000, a 10% increase as compared to sales of
$533,168,000 for the third quarter 2003, and a 10% decrease from sales of
$646,699,000 for the second quarter of 2004. Net earnings for the third
quarter 2004 were $22,070,000 or $0.13 per diluted share compared to net
earnings of $6,775,000 or $0.04 per share for the third quarter 2003 and as
compared to net earnings of $41,118,000 or $0.22 per diluted share for the
second quarter 2004. Earnings for the third quarter 2004 included the effects
of restructuring and severance costs of $4,997,000, a write-off of the value
of purchased in-process research and development of $1,500,000 related to the
acquisition of RFWaves, partially offset by a gain on settlement of notes
receivable of $3,100,000. These items and their tax related consequences had
a negative $0.01 per share impact on earnings per share for the third quarter
of 2004. Earnings for the third quarter of 2003 included the effects of
restructuring and severance costs, inventory-related charges, and a loss on
extinguishment of debt, which reduced pre-tax earnings by $1,439,000 net of a
gain on an insurance claim. These items and their tax related consequences
had a negative $0.02 effect on earnings per share in the third quarter 2003.
Restructuring and severance costs, net of tax, had a negative $0.01 impact on
the second quarter 2004.
Sales for the first nine fiscal months of 2004 were $1,871,940,000, a 17%
increase as compared to sales of $1,603,398,000 for the first nine fiscal
months of 2003. Net earnings for the first nine fiscal months of
2004 were $99,154,000 or $0.55 per share, compared with net earnings for the
first nine fiscal months of 2003 of $16,503,000 or $0.10 per share. Earnings
for the first nine fiscal months of 2004 included the effects of restructuring
and severance costs and other charges and credits recorded in the third
quarter, which reduced pre-tax earnings by $5,457,000, or $0.02 per share
after-tax. Earnings for the first nine fiscal months of 2003 included the
effects of restructuring and severance costs as well as other charges and
credits, which reduced pre-tax earnings by $14,384,000, or $0.08 per share
after-tax.
Commenting on the results for the third quarter of 2004, Dr. Zandman
stated, "Although our sales and net earnings increased over last year's third
quarter, our sequential results as previously announced did not meet our
original expectations. During the third quarter 2004, our level of bookings
was significantly below what we expected due to the deteriorating economic
conditions for the components industry, which resulted primarily in reduced
orders from distribution as a result of their inventory levels being too high.
We believe that our strategy of a broad product line, new product
introductions, opportunistic acquisitions and constant cost reductions will
enable us to continue to grow our sales and net earnings in the future. We
continue to focus on cash generation and our cash position was $640 million at
the end of the third quarter 2004."
Dr. Zandman continued, "Our industry does not expect to see any short term
recovery in bookings. Therefore we expect the revenues for the fourth quarter
2004 to be slightly below the revenues for the third quarter 2004."
Vishay, a Fortune 1,000 Company listed on the NYSE, is one of the world's
largest manufacturers of discrete semiconductors (diodes, rectifiers,
transistors, optoelectronics, and selected ICs) and passive electronic
components (resistors, capacitors, inductors, and transducers). The Company's
components can be found in products manufactured in a very broad range of
industries worldwide. Vishay is headquartered in Malvern, Pennsylvania, and
has operations in 17 countries employing over 26,000 people. 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 trends in revenues and
bookings and the anticipated future benefits of the Company's product,
acquisition and cost reduction strategies are forward-looking statements
within the safe harbor provisions of the Private Securities Litigation Reform
Act of 1995. 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, the availability of appropriate
acquisition opportunities on terms that the Company considers attractive,
difficulties in new product development, and other factors affecting the
Company's operations, markets, products, services, and prices that are set
forth in its December 31, 2003 Report on Form 10-K filed with the Securities
and Exchange Commission. You are urged to refer to the Company's Form 10-K for
a detailed discussion of these factors. The Company undertakes no obligation
to publicly update or revise any forward-looking statements, whether as a
result of new information, future events, or otherwise.
NOTE: A conference call for investors will begin Wednesday, November 3,
2004 at 11:00 a.m. eastern time. Participants can join the call by dialing
888-428-4474 (U.S. and Canada only). If you are outside the U.S. and Canada,
the number you will need to use is 612-332-0630. The conference operator will
require the two following pieces of information in order to admit you into the
call: (1) Company Name - Vishay Intertechnology, Inc.; and (2) Moderators -
Vishay Executives. 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 (http://ir.vishay.com). A taped replay of the call will be
available through 11:59 PM eastern time on Monday, November 8, 2004 on a dial-
in basis and will also be available on a permanent basis on our website
beginning November 4, 2004. The phone number to hear the dial-in replay is
800-475-6701 (U.S. and Canada) or 320-365-3844 (if you are outside the U.S.
and Canada). Refer to access code 751217 when calling to hear the recording.
VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Balance Sheets
(Unaudited - In thousands)
October 2, December 31,
2004 2003
Assets
Current assets:
Cash and cash equivalents $640,023 $555,540
Accounts receivable, net 396,648 374,240
Inventories:
Finished goods 154,450 171,447
Work in process 162,032 154,532
Raw materials 223,579 189,413
Deferred income taxes 50,156 48,471
Prepaid expenses and other current
assets 130,420 143,610
Total current assets 1,757,308 1,637,253
Property and equipment, at cost:
Land 106,844 110,021
Buildings and improvements 416,235 375,178
Machinery and equipment 1,632,565 1,644,270
Construction in progress 72,193 85,169
Allowance for depreciation (1,056,417) (994,843)
1,171,420 1,219,795
Goodwill 1,468,798 1,466,714
Other intangible assets, net 122,259 128,955
Other assets 130,954 119,796
Total assets $4,650,739 $4,572,513
VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Balance Sheets, continued
(Unaudited - In thousands)
October 2, December 31,
2004 2003
Liabilities and stockholders' equity
Current liabilities:
Notes payable to banks $11,155 $17,511
Trade accounts payable 118,908 158,182
Payroll and related expenses 130,074 111,842
Other accrued expenses 266,000 288,432
Income taxes 24,652 10,112
Current portion of long-term debt 52 1,282
Total current liabilities 550,841 587,361
Long-term debt less current portion 740,160 836,606
Deferred income taxes 42,523 35,036
Deferred income 21,039 27,659
Other liabilities 250,756 248,652
Accrued pension and other
postretirement costs 222,412 239,950
Minority interest 92,052 83,215
Stockholders' equity:
Common stock 15,141 14,467
Class B common stock 1,468 1,538
Capital in excess of par value 2,027,687 1,918,785
Retained earnings 649,350 550,196
Unearned compensation (155) (306)
Accumulated other comprehensive
income 37,465 29,354
2,730,956 2,514,034
$4,650,739 $4,572,513
VISHAY INTERTECHNOLOGY, INC.
Summary of Operations
(Unaudited - In thousands except earnings per share)
Fiscal Quarter Ended
October 2, September 30,
2004 2003
Net sales $584,320 $533,168
Costs of products sold 443,342 419,313
Loss on long-term purchase
commitments - 11,392
Gross profit 140,978 102,463
24.1% 19.2%
Selling, general, and administrative
expenses 95,879 91,481
Purchased in-process research and
development 1,500 -
Restructuring and severance costs 4,997 6,313
Operating income 38,602 4,669
6.6% 0.9%
Other income (expense):
Interest expense (8,224) (10,239)
Loss on extinguishment of debt - (9,910)
Gain on insurance claim - 30,361
Minority interest (3,268) (1,944)
Other 4,415 (951)
(7,077) 7,317
Earnings before taxes 31,525 11,986
Income taxes 9,455 5,211
Net earnings $22,070 $6,775
Basic earnings per share $0.13 $0.04
Diluted earnings per share $0.13 $0.04
Weighted average shares outstanding -
basic 166,090 159,610
Weighted average shares outstanding -
diluted 182,800 160,356
VISHAY INTERTECHNOLOGY, INC.
Summary of Operations
(Unaudited - In thousands except earnings per share)
Nine Fiscal Months Ended
October 2, September 30,
2004 2003
Net sales $1,871,940 $1,603,398
Costs of products sold 1,402,327 1,247,734
Loss on long-term purchase
commitments - 11,392
Gross profit 469,613 344,272
25.1% 21.5%
Selling, general, and administrative
expenses 292,570 282,787
Purchased in-process research and
development 1,500 -
Restructuring and severance costs 7,057 19,258
Operating income 168,486 42,227
9.0% 2.6%
Other income (expense):
Interest expense (26,161) (30,942)
Loss on extinguishment of debt - (9,910)
Gain on insurance claim - 30,361
Minority interest (9,116) (5,839)
Other 8,440 (14)
(26,837) (16,344)
Earnings before taxes 141,649 25,883
Income taxes 42,495 9,380
Net earnings $99,154 $16,503
Basic earnings per share $0.61 $0.10
Diluted earnings per share $0.55 $0.10
Weighted average shares outstanding -
basic 162,919 159,585
Weighted average shares outstanding -
diluted 203,997 160,168
VISHAY INTERTECHNOLOGY, INC.
Reconciliation of Earnings Per Share
(Unaudited - In thousands, except earnings per share)
Fiscal Quarter Nine Fiscal Months
Ended Ended
October September October September
2, 2004 30, 2003 2, 2004 30, 2003
Numerator:
Numerator for basic earnings per
share - net earnings $22,070 $6,775 $99,154 $16,503
Interest savings assuming conversion
of dilutive convertible and
exchangeable notes 1,121 - 13,498 -
Numerator for diluted earnings per
share - adjusted net earnings $23,191 $6,775 $112,652 $16,503
Denominator:
Denominator for basic earnings per
share - weighted average shares 166,090 159,610 162,919 159,585
Effect of dilutive securities
Convertible and exchangeable
notes 15,493 - 38,456 -
Employee stock options 1,149 661 2,204 505
Warrants - - 348 -
Other 68 85 70 78
Dilutive potential common shares 16,710 746 41,078 583
Denominator for diluted earnings per
share - adjusted weighted
average shares 182,800 160,356 203,997 160,168
Basic earnings per share $0.13 $0.04 $0.61 $0.10
Diluted earnings per share $0.13 $0.04 $0.55 $0.10
Diluted earnings per share do not reflect the following, as the effect
would be antidilutive for the respective period:
-- Weighted average outstanding warrants of 8,824,000 and 8,824,000, for
the third quarters of 2004 and 2003, respectively, and 6,490,000 and
8,824,000, for the nine fiscal months ended October 2, 2004 and
September 30, 2003, respectively.
-- Weighted average outstanding stock options to purchase 5,723,000 shares
and 6,494,000 shares of common stock for the third quarters of 2004
and 2003, respectively, and options to purchase 2,683,754 shares and
7,163,000 shares of common stock for the nine fiscal months ended
October 2, 2004 and September 30, 2003, respectively.
-- Assumed conversion of the Company's 3-5/8% convertible subordinated
notes, due 2023, for the third quarter of 2004 and for the third
quarter and nine fiscal months ended September 30, 2003. These notes
were issued during the third quarter of 2003, and are convertible into
23,496,250 shares of common stock. As described in the Company's
annual report on Form 10-K for the year ended December 31, 2003, these
notes are only convertible upon the occurrence of certain events.
While none of these events have occurred as of October 2, 2004,
certain conditions which could trigger conversion have been deemed to
be non-substantive, and accordingly, the Company assumes the
conversion of these notes in its earnings per share computation during
periods in which they are dilutive. These notes are dilutive to the
nine fiscal months ended October 2, 2004.
-- Assumed conversion of the Company's LYONs, due 2021, for the third
quarter and nine fiscal months ended September 30, 2003. At September
30, 2003, these notes were convertible into 6,609,000 shares of the
Company's common stock, subsequent to the Company's repurchase of some
of these notes during the third quarter of 2003. The Company also
repurchased some of these notes pursuant to the option of the holders
to require repurchase of the LYONs on June 4, 2004. The remaining
outstanding notes are dilutive to the third quarter and nine fiscal
months ended October 2, 2004.
-- Assumed exchange of the notes of Vishay from the December 13, 2002
acquisition of BCcomponents, for the third quarter and nine fiscal
months ended September 30, 2003. These notes are exchangeable for
6,176,471 shares of the Company's common stock, and are dilutive to
the third quarter and nine fiscal months ended October 2, 2004.
-- Assumed conversion of the convertible subordinated notes of General
Semiconductor, acquired November 2, 2001, for the third quarter and
nine fiscal months ended September 30, 2003. These notes were fully
redeemed on September 10, 2003.
CONTACT: Richard N. Grubb, Executive Vice President and Chief Financial
Officer or Robert A. Freece, Executive Vice President, +1-610-644-1300, both
of Vishay Intertechnology.
SOURCE Vishay Intertechnology, Inc.
-0- 11/03/2004
/CONTACT: Richard N. Grubb, Executive Vice President and Chief Financial
Officer or Robert A. Freece, Executive Vice President, +1-610-644-1300, both
of Vishay Intertechnology/
/Web site: http://www.vishay.com /
(VSH)
CO: Vishay Intertechnology, Inc.
ST: Pennsylvania
IN: CPR HRD SEM ECP
SU: ERN CCA MAV