Form 8-K - Current report

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 7, 2024

Vishay Intertechnology, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-7416	38-1686453
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)


63 Lancaster Avenue Malvern, PA	19355-2143
(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))

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

Item 2.02 – Results of Operations and Financial Condition

On August 7, 2024, Vishay Intertechnology, Inc. issued a press release announcing its financial results for the fiscal quarter and six fiscal months ended June 29, 2024. 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 7, 2024
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 7, 2024

	VISHAY INTERTECHNOLOGY, INC.

	By:		/s/ David L. Tomlison

	Name:		David L. Tomlinson
	Title:		Senior Vice President – Chief Accounting Officer

Exhibit 99.1

Vishay Intertechnology Reports Fiscal Second Quarter 2024 Results

Malvern, PA, August 7, 2024 – 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 June 29, 2024.

Highlights

•	2Q 2024 revenues of $741.2 million

•	Gross margin was 22.0% and included the negative impact of approximately 170 basis points related to the addition of Newport

•	EPS of $0.17

•	2Q 2024 book-to-bill of 0.86 with book-to-bill of 0.82 for semiconductors and 0.90 for passive components

•	Backlog at quarter end was 4.6 months

"During the second quarter, we executed well on our Vishay 3.0 strategic plan, deepening our customer engagements supported by capacity that has landed and that we will continue to expand, and advancing our silicon carbide strategy as we prepare for the megatrends in sustainability and e-mobility,” said Joel Smejkal, President and CEO. “Revenue, including a full quarter of Newport, was flat quarter over quarter, primarily reflecting schedule agreement adjustments by automotive Tier 1 customers. At mid-year 2024, it is apparent that the industry recovery is taking longer than we had expected at the beginning of the year. As a result, we are adjusting the timetable of the Itzehoe, Germany expansion project beyond 2024 while holding to our planned capital investment of $2.6 billion between 2023 and 2028. For 2024, we now plan to invest between $360 million to $390 million in capex."

3Q 2024 Outlook

For the third quarter of 2024, management expects revenues in the range of $745 million +/- $20 million, with gross profit margin in the range of 21.0% +/- 50 basis points, including the negative impact of approximately 175 to 200 basis points from the addition of Newport.

Conference Call

A conference call to discuss Vishay’s second quarter financial results is scheduled for Wednesday, August 7, 2024 at 9:00 a.m. ET. To participate in the live conference call, please pre-register at https://register.vevent.com/register/BI38004aee85364014b94cacc38200c3f4. Upon registering, you will be emailed a dial-in number, and unique PIN.

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 available on the Investor Relations website approximately one hour following the call and will remain available for 30 days.

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 free cash; earnings before interest, taxes, depreciation and amortization ("EBITDA"); and 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 free cash, EBITDA, and 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. The calculations of these measures 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 "intend," "suggest," "guide," "will," "expect," 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 (including due to political, economic, and health instability and military conflicts and hostilities); 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; that the Newport wafer fab will not be integrated successfully into the Company’s overall business; that the expected benefits of the acquisition may not be realized; that the fab’s standards, procedures and controls will not be brought into conformance within the Company’s operation; difficulties in transitioning and retaining fab employees following the acquisition; difficulties in consolidating facilities and transferring processes and know-how; the diversion of our management’s attention from the management of our current business; 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

VISHAY INTERTECHNOLOGY, INC.
Summary of Operations
(Unaudited - In thousands, except per share amounts)

	Fiscal quarters ended
	June 29, 2024			March 30, 2024			July 1, 2023

Net revenues	$	741,239		$	746,279		$	892,110
Costs of products sold		578,369			575,872			634,637
Gross profit		162,870			170,407			257,473
Gross margin		22.0	%		22.8	%		28.9	%

Selling, general, and administrative expenses		124,953			127,736			122,857
Operating income		37,917			42,671			134,616
Operating margin		5.1	%		5.7	%		15.1	%

Other income (expense):
Interest expense		(6,657	)		(6,496	)		(6,404	)
Other		5,011			8,087			5,257
Total other income (expense) - net		(1,646	)		1,591			(1,147	)

Income before taxes		36,271			44,262			133,469

Income tax expense		12,391			12,819			38,054

Net earnings		23,880			31,443			95,415

Less: net earnings attributable to noncontrolling interests		347			519			377

Net earnings attributable to Vishay stockholders	$	23,533		$	30,924		$	95,038

Basic earnings per share attributable to Vishay stockholders	$	0.17		$	0.22		$	0.68

Diluted earnings per share attributable to Vishay stockholders	$	0.17		$	0.22		$	0.68

Weighted average shares outstanding - basic		137,326			137,726			139,764

Weighted average shares outstanding - diluted		138,084			138,476			140,478

Cash dividends per share	$	0.10		$	0.10		$	0.10

VISHAY INTERTECHNOLOGY, INC.
Summary of Operations
(Unaudited - In thousands, except per share amounts)

	Six fiscal months ended
	June 29, 2024			July 1, 2023

Net revenues	$	1,487,518		$	1,763,156
Costs of products sold		1,154,241			1,226,970
Gross profit		333,277			536,186
Gross margin		22.4	%		30.4	%

Selling, general, and administrative expenses		252,689			243,002
Operating income		80,588			293,184
Operating margin		5.4	%		16.6	%

Other income (expense):
Interest expense		(13,153	)		(11,524	)
Other		13,098			8,586
Total other income (expense) - net		(55	)		(2,938	)

Income before taxes		80,533			290,246

Income tax expense		25,210			82,642

Net earnings		55,323			207,604

Less: net earnings attributable to noncontrolling interests		866			785

Net earnings attributable to Vishay stockholders	$	54,457		$	206,819

Basic earnings per share attributable to Vishay stockholders	$	0.40		$	1.48

Diluted earnings per share attributable to Vishay stockholders	$	0.39		$	1.47

Weighted average shares outstanding - basic		137,525			140,201

Weighted average shares outstanding - diluted		138,279			140,865

Cash dividends per share	$	0.20		$	0.20

VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Balance Sheets
(Unaudited - In thousands)

	June 29, 2024			December 31, 2023
Assets
Current assets:
Cash and cash equivalents	$	672,731		$	972,719
Short-term investments		15,320			35,808
Accounts receivable, net		424,512			426,674
Inventories:
Finished goods		172,353			167,083
Work in process		280,490			267,339
Raw materials		218,480			213,098
Total inventories		671,323			647,520

Prepaid expenses and other current assets		213,331			214,443
Total current assets		1,997,217			2,297,164

Property and equipment, at cost:
Land		84,036			77,006
Buildings and improvements		752,194			719,387
Machinery and equipment		3,226,301			3,053,868
Construction in progress		283,024			290,593
Allowance for depreciation		(2,888,004	)		(2,846,208	)
		1,457,551			1,294,646

Right of use assets		124,878			126,829
Deferred income taxes		135,752			137,394
Goodwill		250,580			201,416
Other intangible assets, net		86,895			72,333
Other assets		99,828			110,141
Total assets	$	4,152,701		$	4,239,923

VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Balance Sheets (continued)
(Unaudited - In thousands)

	June 29, 2024			December 31, 2023

Liabilities and equity
Current liabilities:
Trade accounts payable	$	198,527		$	191,002
Payroll and related expenses		152,423			161,940
Lease liabilities		27,502			26,485
Other accrued expenses		241,961			239,350
Income taxes		49,546			73,098
Total current liabilities		669,959			691,875

Long-term debt less current portion		820,622			818,188
U.S. transition tax payable		-			47,027
Deferred income taxes		108,886			95,776
Long-term lease liabilities		98,907			102,830
Other liabilities		85,306			87,918
Accrued pension and other postretirement costs		187,575			195,503
Total liabilities		1,971,255			2,039,117

Equity:
Vishay stockholders' equity
Common stock		13,358			13,319
Class B convertible common stock		1,210			1,210
Capital in excess of par value		1,296,721			1,291,499
Retained earnings		1,068,351			1,041,372
Treasury stock (at cost)		(186,816	)		(161,656	)
Accumulated other comprehensive income (loss)		(16,969	)		10,337
Total Vishay stockholders' equity		2,175,855			2,196,081
Noncontrolling interests		5,591			4,725
Total equity		2,181,446			2,200,806
Total liabilities and equity	$	4,152,701		$	4,239,923

VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Statements of Cash Flows
(Unaudited - In thousands)
	Six fiscal months ended
	June 29, 2024			July 1, 2023
Operating activities
Net earnings	$	55,323		$	207,604
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		101,677			87,694
Gain on disposal of property and equipment		(1,091	)		(495	)
Inventory write-offs for obsolescence		19,051			18,023
Stock compensation expense		9,293			6,082
Change in U.S. transition tax liability		(37,622	)		(27,670	)
Change in repatriation tax liability		(15,000	)		-
Deferred income taxes		5,589			16,166
Other		(632	)		(811	)
Changes in operating assets and liabilities		(81,107	)		(69,461	)
Net cash provided by operating activities		55,481			237,132

Investing activities
Purchase of property and equipment		(115,648	)		(117,250	)
Proceeds from sale of property and equipment		1,265			1,013
Purchase and deposits for businesses, net of cash acquired		(200,185	)		(5,003	)
Purchase of short-term investments		(59,638	)		(41	)
Maturity of short-term investments		80,110			293,282
Other investing activities		(1,220	)		(892	)
Net cash provided by (used in) investing activities		(295,316	)		171,109

Financing activities
Net proceeds on revolving credit facility		-			143,000
Debt issuance costs		-			(6,120	)
Dividends paid to common stockholders		(25,033	)		(25,538	)
Dividends paid to Class B common stockholders		(2,419	)		(2,419	)
Repurchase of common stock held in treasury		(25,160	)		(40,399	)
Distributions to noncontrolling interests		-			(867	)
Cash withholding taxes paid when shares withheld for vested equity awards		(4,058	)		(3,653	)
Net cash provided by (used in) financing activities		(56,670	)		64,004
Effect of exchange rate changes on cash and cash equivalents		(3,483	)		6,350

Net increase (decrease) in cash and cash equivalents		(299,988	)		478,595

Cash and cash equivalents at beginning of period		972,719			610,825
Cash and cash equivalents at end of period	$	672,731		$	1,089,420

VISHAY INTERTECHNOLOGY, INC.
Reconciliation of Free Cash
(Unaudited - In thousands)
	Fiscal quarters ended									Six fiscal months ended
	June 29, 2024			March 30, 2024			July 1, 2023			June 29, 2024			July 1, 2023
Net cash provided by operating activities	$	(24,730	)	$	80,211		$	107,239		$	55,481		$	237,132
Proceeds from sale of property and equipment		514			751			687			1,265			1,013
Less: Capital expenditures		(62,564	)		(53,084	)		(71,676	)		(115,648	)		(117,250	)
Free cash	$	(86,780	)	$	27,878		$	36,250		$	(58,902	)	$	120,895

VISHAY INTERTECHNOLOGY, INC.
Reconciliation of EBITDA
(Unaudited - In thousands)
	Fiscal quarters ended									Six fiscal months ended
	June 29, 2024			March 30, 2024			July 1, 2023			June 29, 2024			July 1, 2023

GAAP net earnings attributable to Vishay stockholders	$	23,533		$	30,924		$	95,038		$	54,457		$	206,819
Net earnings attributable to noncontrolling interests		347			519			377			866			785
Net earnings	$	23,880		$	31,443		$	95,415		$	55,323		$	207,604

Interest expense	$	6,657		$	6,496		$	6,404		$	13,153		$	11,524
Interest income		(6,663	)		(9,053	)		(6,292	)		(15,716	)		(12,236	)
Income taxes		12,391			12,819			38,054			25,210			82,642
Depreciation and amortization		52,150			49,527			44,393			101,677			87,694
EBITDA	$	88,415		$	91,232		$	177,974		$	179,647		$	377,228

EBITDA margin**		11.9	%		12.2	%		19.9	%		12.1	%		21.4	%

** EBITDA as a percentage of net revenues

Document and Entity Information	Aug. 07, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 07, 2024
Entity Registrant Name	Vishay Intertechnology, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	1-7416
Entity Tax Identification Number	38-1686453
Entity Address, Address Line One	63 Lancaster Avenue
Entity Address, City or Town	Malvern
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19355
City Area Code	610
Local Phone Number	644-1300
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000103730
Title of 12(b) Security	Common stock, par value $0.10 per share
Trading Symbol	VSH
Security Exchange Name	NYSE