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 3, 2004
__________
VISHAY INTERTECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-7416 38-1686453
(State or other jurisdiction (Commission file number) (I.R.S. employer
of identification no.)
incorporation or organization)
63 Lincoln Highway
Malvern, Pennsylvania 19355-2120
(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.)
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
Exhibit No. Description
- ----------- -----------
99 Press Release of Vishay Intertechnology, Inc. dated August
3, 2004, reporting Vishay's financial results for the
second quarter of 2004.
Item 12. Results of Operations and Financial Condition.
On August 3, 2004, Vishay Intertechnology, Inc. issued a press release
announcing its financial results for the second quarter of 2004. A copy of the
press release is furnished as Exhibit 99 to this report.
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 thereunto duly authorized.
Date: August 3, 2004
VISHAY INTERTECHNOLOGY, INC.
By: /s/ Richard N. Grubb
----------------------------------
Name: Richard N. Grubb
Title: Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
99 Press Release of Vishay Intertechnology, Inc. dated August 3,
2004, reporting Vishay's financial results for the second
quarter of 2004.
Exhibit 99
NEWS RELEASE
Contact: Richard N. Grubb, Executive
Vice President and Chief Financial
Officer or Robert A. Freece,
Executive Vice President
610/644-1300
FOR IMMEDIATE RELEASE
VISHAY REPORTS EARNINGS FOR SECOND QUARTER 2004
MALVERN, PENNSYLVANIA - August 3, 2004 -
o Sales for Second Quarter 2004 increased 20% to $646,699,000 compared
to Second Quarter 2003
o Diluted EPS of $0.22 in Second Quarter 2004 increased significantly
compared to $0.02 in Second Quarter 2003
o Bookings for Second Quarter 2004 increased 23% to $636 million
compared to Second Quarter 2003
o Book-to-Bill for Second Quarter 2004 was 0.98; Actives Book-to-Bill
was 1.02 and Passives Book-to-Bill was 0.95
o Backlog at quarter end of $607 million
o Cash balance at quarter end of $639 million
Dr. Felix Zandman, Chairman and Chief Executive Officer of Vishay
Intertechnology, Inc. (NYSE: VSH), announced today that sales for the second
quarter 2004 were $646,699,000, a 20% increase as compared to sales of
$538,103,000 for the second quarter 2003 and a 1% increase as compared to sales
of $640,921,000 for the first quarter 2004. Net earnings for the second quarter
2004 were $41,118,000 or $0.22 per diluted share compared to net earnings of
$2,880,000 or $0.02 per share for the second quarter 2003 and $35,966,000 or
$0.20 per share for the first quarter 2004. Net earnings for the second quarter
2004 included the effects of restructuring and severance costs of $1,759,000, or
$0.01 per share on an after-tax basis, as compared with restructuring and
severance costs of $12,258,000, or $0.05 per share on an after-tax basis for the
second quarter 2003.
Sales for the six fiscal months ended July 3, 2004 were $1,287,620,000, a 20%
increase as compared to sales of $1,070,230,000 for the six fiscal months ended
June 30, 2003. Net earnings for the six fiscal months ended July 3, 2004 were
$77,084,000 or $0.43 per share, compared with net earnings for the six fiscal
months ended June 30, 2003 of $9,728,000 or $0.06 per share.
- MORE -
Commenting on the results for the second quarter of 2004, Dr. Zandman stated, "I
am pleased to state that compared to the second quarter last year, our sales
increased by 20% and our net earnings increased by 270% (excluding restructuring
and severance costs) over last year's second quarter. Our gross margin improved
to 26.1% of sales for the second quarter 2004, up 320 basis points over last
year's second quarter, while our SG&A expense was reduced to 15.4% of sales in
the second quarter of 2004 as compared to 17.8% in last year's second quarter.
This resulted in an operating margin improvement of 760 basis points from 2.9%
for the second quarter of 2003 to 10.5% for the second quarter of 2004. Although
the level of bookings slowed in the last half of the second quarter 2004 and
this trend has continued through July 2004, we believe this is just a
stabilization of the business and the upturn in business levels will resume as
orders usually pick up in September in preparation for the holiday season. Our
backlog at the end of the quarter is $607,000,000. 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 $639 million at the end of the second quarter 2004.
Dr. Zandman continued, "Because of the seasonality of our third quarter's
business, we don't expect to see any further sequential improvement in revenues
and net earnings until the fourth quarter of 2004. For the year 2004, if our
outlook is correct, we expect to achieve our highest revenues ever, and our best
net earnings in the history of the Company other than in the exceptional year
2000."
Dr. Zandman also announced that in line with the Company's previous statements
about investing in start-ups, Vishay has signed a memorandum of understanding
with RF Waves Ltd., an Israeli start-up company with chip-set products for
wireless applications to be used in the audio, computer and games markets. The
staff of this start-up business has extensive experience in the area of radio
frequency (RF) and is composed of some of the best brains in the Israeli
scientific community in the area of RF and analog design. Dr. Zandman concluded,
"Subject to suitable business and market conditions, Vishay intends to continue
its policy of acquisitions to broaden its product lines in addition to start-up
activity to further strengthen the core business of the Company and be exposed
to new markets in the area of wireless products."
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 27,000 people. Vishay can be found on
the Internet at www.vishay.com.
- MORE -
Statements contained herein that relate to the Company's future performance and
outlook, including, without limitation, statements with respect to the Company's
anticipated results of operations or level of business for 2004 or any other
future period, including anticipated business improvements or continuing
business trends, synergies and cost savings, and expected or perceived
improvements in the economy and the electronic component industry generally 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: changes and
conditions in the demand for, or in the mix of, the Company's products and
services; market-wide trends, generally or in the specific areas where the
Company sells the bulk of its products; competitive pricing and other
competitive pressures; changes in the pricing for new materials used by the
Company, particularly tantalum and palladium; cancellation of a material portion
of the orders in the Company's backlog; difficulties in expansion and/or new
product development, including capacity constraints and skilled personnel
shortages; changes in laws, including trade restrictions or prohibitions and the
cancellation or reduction of government grants, tax benefits or other
incentives; currency exchange rate fluctuations; labor unrest or strikes;
underutilization of plants and factories in high labor cost regions and capacity
constraints in low labor cost regions; the availability of acquisition
opportunities on terms considered reasonable by the Company; and such other
factors affecting the Company's operations, markets, products, services and
prices as are set forth in its December 31, 2003 Report on Form 10-K filed with
the Securities and Exchange Commission. 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 Tuesday, August 3, 2004 at
11:00 a.m. eastern time. Participants can join the call by dialing 888-428-4479
(U.S. and Canada only). If you are outside the U.S. and Canada, the number you
will need to use is 651-291-0618. 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 Sunday, August 8, 2004 on a dial-in basis and will also
be available on a permanent basis on our website beginning August 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
739190 when calling to hear the recording.
- MORE -
VISHAY INTERTECHNOLOGY, INC.
Summary of Operations
(Unaudited - In thousands except earnings per share)
Fiscal Quarter Ended (A)
July 3, June 30,
2004 2003
--------- ---------
Net sales $ 646,699 $ 538,103
Costs of products sold 477,775 414,804
--------- ---------
Gross profit 168,924 123,299
26% 23%
Selling, general, and administrative expenses (B) 99,362 95,649
Restructuring and severance costs 1,759 12,258
--------- ---------
Operating income 67,803 15,392
10% 3%
Other income (expense):
Interest expense (B) (9,062) (9,697)
Minority interest (3,042) (1,875)
Other 3,035 294
--------- ---------
(9,069) (11,278)
--------- ---------
Earnings before taxes 58,734 4,114
Income taxes 17,616 1,234
--------- ---------
Net earnings $ 41,118 $ 2,880
========= =========
Basic earnings per share $ 0.25 $ 0.02
Diluted earnings per share $ 0.22 $ 0.02
Weighted average shares outstanding - basic 162,309 159,596
Weighted average shares outstanding - diluted 204,599 160,145
Note A: The Company reports interim financial information for 13-week periods
ending on a Saturday, except for the first quarter, which always begins on
January 1, and the fourth quarter, which always ends on December 31. The four
fiscal quarters in 2004 end on April 3, 2004, July 3, 2004, October 2, 2004, and
December 31, 2004, respectively. The four fiscal quarters in 2003 were reported
as calendar year quarters; however, they actually ended on March 29, 2003, June
28, 2003, September 27, 2003, and December 31, 2003, respectively.
Note B: The Company now classifies amortization of deferred financing costs as
"interest expense" and has reclassified prior period amounts from "selling,
general, and administrative expenses" to "interest expense" for comparability.
Amortization of deferred financing costs for the second quarters of 2004 and
2003 were $624 and $233, respectively.
VISHAY INTERTECHNOLOGY, INC.
Summary of Operations
(Unaudited - In thousands except earnings per share)
Six Fiscal Months Ended (A)
July 3, June 30,
2004 2003
----------- -----------
Net sales $ 1,287,620 $ 1,070,230
Costs of products sold 958,985 828,421
----------- -----------
Gross profit 328,635 241,809
26% 23%
Selling, general, and administrative expenses (B) 196,691 192,079
Restructuring and severance costs 2,060 12,945
----------- -----------
Operating income 129,884 36,785
10% 3%
Other income (expense):
Interest expense (B) (17,937) (19,930)
Minority interest (5,848) (3,895)
Other
4,025 937
----------- -----------
(19,760) (22,888)
----------- -----------
Earnings before taxes 110,124 13,897
Income taxes 33,040 4,169
----------- -----------
Net earnings $ 77,084 $ 9,728
=========== ===========
Basic earnings per share $ 0.48 $ 0.06
Diluted earnings per share $ 0.43 $ 0.06
Weighted average shares outstanding - basic 161,360 159,577
Weighted average shares outstanding - diluted 202,930 160,076
Note A: The Company reports interim financial information for 13-week periods
ending on a Saturday, except for the first quarter, which always begins on
January 1, and the fourth quarter, which always ends on December 31. The four
fiscal quarters in 2004 end on April 3, 2004, July 3, 2004, October 2, 2004, and
December 31, 2004, respectively. The four fiscal quarters in 2003 were reported
as calendar year quarters; however, they actually ended on March 29, 2003, June
28, 2003, September 27, 2003, and December 31, 2003, respectively.
Note B: The Company now classifies amortization of deferred financing costs as
"interest expense" and has reclassified prior period amounts from "selling,
general, and administrative expenses" to "interest expense" for comparability.
Amortization of deferred financing costs for the first six fiscal months of 2004
and 2003 were $1,239 and $465, respectively.
VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Balance Sheets
(Unaudited - In thousands)
July 3, December 31,
Assets 2004 2003
----------- -----------
Current assets:
Cash and cash equivalents $ 639,246 $ 555,540
Accounts receivable, net 427,866 374,240
Inventories:
Finished goods 160,278 171,447
Work in process 157,199 154,532
Raw materials 219,711 189,413
Deferred income taxes 48,350 48,471
Prepaid expenses and other current assets 125,850 143,610
----------- -----------
Total current assets 1,778,500 1,637,253
Property and equipment, at cost:
Land 108,208 110,021
Buildings and improvements 389,264 375,178
Machinery and equipment 1,674,174 1,644,270
Construction in progress 63,932 85,169
Allowance for depreciation (1,072,889) (994,843)
----------- -----------
1,162,689 1,219,795
Goodwill 1,456,986 1,466,714
Other intangible assets, net 122,788 128,955
Other assets 100,755 119,796
----------- -----------
Total assets $ 4,621,718 $ 4,572,513
=========== ===========
Continues on following page.
VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Balance Sheets, continued
(Unaudited - In thousands)
July 3, December 31,
2004 2003
----------- ------------
Liabilities and stockholders' equity
Current liabilities:
Notes payable to banks $ 18,380 $ 17,511
Trade accounts payable 134,014 158,182
Payroll and related expenses 114,114 111,842
Other accrued expenses 272,872 288,432
Income taxes 40,851 10,112
Current portion of long-term debt 1,285 1,282
----------- -----------
Total current liabilities 581,516 587,361
Long-term debt less current portion 736,995 836,606
Deferred income taxes 27,885 35,036
Deferred income 23,073 27,659
Other liabilities 242,657 248,652
Accrued pension and other post retirement costs 233,025 239,950
Minority interest 88,943 83,215
Stockholders' equity:
Common stock 15,141 14,467
Class B common stock 1,468 1,538
Capital in excess of par value 2,026,881 1,918,785
Retained earnings 627,280 550,196
Unearned compensation (190) (306)
Accumulated other comprehensive income 17,044 29,354
----------- -----------
Total stockholders' equity 2,687,624 2,514,034
----------- -----------
Total liabilities and stockholders' equity $ 4,621,718 $ 4,572,513
=========== ===========
Note: The Company reports interim financial information for 13-week periods
ending on a Saturday, except for the first quarter, which always begins on
January 1, and the fourth quarter, which always ends on December 31. The four
fiscal quarters in 2004 end on April 3, 2004, July 3, 2004, October 2, 2004, and
December 31, 2004, respectively. The four fiscal quarters in 2003 were reported
as calendar year quarters; however, they actually ended on March 29, 2003, June
28, 2003, September 27, 2003, and December 31, 2003, respectively.
VISHAY INTERTECHNOLOGY, INC.
Reconciliation of Earnings Per Share
(Unaudited - In thousands, except earnings per share)
Fiscal Quarter Ended Six Fiscal Months Ended
July 3, 2004 June 30, 2003 July 3, 2004 June 30, 2003
------------ ------------- ------------ -------------
Numerator:
Numerator for basic earnings per share -
net earnings $ 41,118 $ 2,880 $ 77,084 $ 9,728
Interest savings assuming conversion of
dilutive convertible and exchangeable notes 4,528 -- 9,293 --
-------- -------- -------- --------
Numerator for diluted earnings per share -
adjusted net earnings $ 45,646 $ 2,880 $ 86,377 $ 9,728
======== ======== ======== ========
Denominator:
Denominator for basic earnings per share -
weighted average shares 162,309 159,596 161,360 159,577
Effect of dilutive securities
Convertible and exchangeable notes 40,061 -- 38,239 --
Employee stock options 2,150 474 2,731 427
Warrants -- -- 521 --
Other 79 75 79 72
-------- -------- -------- --------
Dilutive potential common shares 42,290 549 41,570 499
-------- -------- -------- --------
Denominator for diluted earnings per share -
adjusted weighted average shares 204,599 160,145 202,930 160,076
======== ======== ======== ========
Basic earnings per share $ 0.25 $ 0.02 $ 0.48 $ 0.06
======== ======== ======== ========
Diluted earnings per share $ 0.22 $ 0.02 $ 0.43 $ 0.06
======== ======== ======== ========
Diluted earnings per share do not reflect the following, as the effect would be
antidilutive for the respective period:
o Weighted average outstanding warrants of 8,824,000 and 8,824,000,
for the second quarters of 2004 and 2003, respectively, and
5,324,000 and 8,824,000, for the six fiscal months ended July 3,
2004 and June 30, 2003, respectively.
o Weighted average outstanding stock options to purchase 1,164,000
shares and 7,109,000 shares of common stock for the second quarters
of 2004 and 2003, respectively, and 1,164,000 and 7,498,000, for the
six fiscal months ended July 3, 2004 and June 30, 2003,
respectively.
o Assumed conversion of the Company's LYONs, due 2021, for the second
quarter and six fiscal months ended June 30, 2003. At June 30, 2003,
these notes were convertible into 9,717,730 shares of the Company's
common stock. The Company repurchased 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 second quarter and six fiscal months ended July 3,
2004.
o Assumed exchange of the notes of Vishay from the December 13, 2002
acquisition of BCcomponents, for the second quarter and six fiscal
months ended June 30, 2003. These notes are exchangeable for
6,176,471 shares of the Company's common stock, and are dilutive to
the second quarter and six fiscal months ended July 3, 2004.
o Assumed conversion of the convertible subordinated notes of General
Semiconductor, acquired November 2, 2001, for the second quarter and
six fiscal months ended June 30, 2003. At June 30, 2003, these notes
were convertible into 6,191,161 shares of the Company's common
stock. These notes were fully redeemed on September 10, 2003.