What changed in this filing

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Item 1. Financial Statements

2023-05-10 compared with 2022-11-02 · 184 added, 292 removed, 369 unchanged (56% of the section changed)

3 unchanged sentences

(In thousands)

October 1, 2022

April 1, 2023

December 31, 2022

22 unchanged sentences

(In thousands)

October 1, 2022

April 1, 2023

December 31, 2022

27 unchanged sentences

Fiscal quarters ended

October 1, 2022

October 2, 2021

April 1, 2023

April 2, 2022

Costs of products sold

18 unchanged sentences

Fiscal quarters ended

October 1, 2022

October 2, 2021

Other comprehensive income (loss), net of tax

Pension and other post-retirement actuarial items

Foreign currency translation adjustment

Other comprehensive income (loss)

Comprehensive income

comprehensive income attributable to noncontrolling interests

Comprehensive income attributable to Vishay stockholders

See accompanying notes.

VISHAY INTERTECHNOLOGY, INC.

Consolidated Condensed Statements of Operations

(Unaudited - In thousands, except per share amounts)

Nine fiscal months ended

October 1, 2022

October 2, 2021

Costs of products sold

Selling, general, and administrative expenses

Operating income

Other income (expense):

Interest expense

Total other income (expense)

Income before taxes

Income tax expense

net earnings attributable to noncontrolling interests

Net earnings attributable to Vishay stockholders

Basic earnings per share attributable to Vishay stockholders

Diluted earnings per share attributable to Vishay stockholders

Weighted average shares outstanding - basic

Weighted average shares outstanding - diluted

Cash dividends per share

See accompanying notes.

VISHAY INTERTECHNOLOGY, INC.

Consolidated Statements of Comprehensive Income

(Unaudited - In thousands)

Nine fiscal months ended

October 1, 2022

October 2, 2021

April 1, 2023

April 2, 2022

Other comprehensive income (loss), net of tax

9 unchanged sentences

(Unaudited - In thousands)

Nine fiscal months ended

October 1, 2022

October 2, 2021

Three fiscal months ended

April 1, 2023

April 2, 2022

Operating activities

4 unchanged sentences

Deferred income taxes

Change in U.S.

transition tax liability

Change in repatriation tax liability

Net change in operating assets and liabilities

6 unchanged sentences

Other investing activities

Net cash used in investing activities

Net cash provided by investing activities

Financing activities

Repurchase of convertible debt instruments

Net proceeds on revolving credit facility

Dividends paid to common stockholders

1 unchanged sentence

Repurchase of common stock held in treasury

Distributions to noncontrolling interests

Cash withholding taxes paid when shares withheld for vested equity awards

Net cash used in financing activities

Net cash provided by (used in) financing activities

Effect of exchange rate changes on cash and cash equivalents

Net increase (decrease) in cash and cash equivalents

Net increase in cash and cash equivalents

Cash and cash equivalents at beginning of period

4 unchanged sentences

(Unaudited - In thousands, except share and per share amounts)

Excess of Par

Comprehensive

Income (Loss)

Stockholders'

Noncontrolling

Balance at December 31, 2020

Cumulative effect of accounting change for adoption of ASU 2020-06

Other comprehensive income (loss)

Issuance of stock and related tax withholdings for vested restricted stock units ( 149,722 shares)

Dividends declared ($ 0.095 per share)

Stock compensation expense

Balance at April 3, 2021

Other comprehensive income

Distributions to noncontrolling interests

Dividends declared ($ 0.095 per share)

Stock compensation expense

Balance at July 3, 2021

Other comprehensive income (loss)

Dividends declared ($ 0.095 per share)

Stock compensation expense

Balance at October 2, 2021

Continues on following page.

VISHAY INTERTECHNOLOGY, INC.

Consolidated Condensed Statements of Equity (continued)

(Unaudited - In thousands, except share and per share amounts)

Excess of Par

Class B Convertible Common Stock

Capital in Excess of Par Value

Retained Earnings

Treasury Stock

Comprehensive

Income (Loss)

Stockholders'

Noncontrolling

Accumulated Other Comprehensive Income (Loss)

Total Vishay Stockholders' Equity

Noncontrolling Interests

Balance at December 31, 2021

Other comprehensive income (loss)

Issuance of stock and related tax withholdings for vested restricted stock units ( 189,731 shares)

Issuance of stock and related tax withholdings for vested restricted stock units ( 189,731

Dividends declared ($ 0.10 per share)

2 unchanged sentences

Balance at April 2, 2022

Other comprehensive income (loss)

Distributions to noncontrolling interests

Issuance of stock and related tax withholdings for vested restricted stock units ( 11,308 shares)

Dividends declared ($ 0.10 per share)

Stock compensation expense

Repurchase of common stock held in treasury ( 1,400,039 shares)

Balance at July 2, 2022

Balance at December 31, 2022

Other comprehensive income (loss)

Distributions to noncontrolling interests

Issuance of stock and related tax withholdings for vested restricted stock units and phantom stock units ( 254,513 shares)

Dividends declared ($ 0.10 per share)

1 unchanged sentence

Repurchase of common stock held in treasury ( 916,221 shares)

Balance at October 1, 2022

Balance at April 1, 2023

See accompanying notes.

9 unchanged sentences

The financial statements should be read in conjunction with the consolidated financial statements filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

results of operations for the fiscal quarter and nine fiscal months ended October 1, 2022 are not necessarily indicative of the results to be expected for the full year.

results of operations for the three fiscal months ended April 1, 2023 are not necessarily indicative of the results to be expected for the full year.

The Company reports interim financial information for 13-week periods beginning on a Sunday and ending on a Saturday, except for the first fiscal quarter,

which always begins on January 1, and the fourth fiscal quarter, which always ends on December 31.

The four fiscal quarters in 2022 end on April 2, 2022, July 2, 2022, October 1, 2022, and December 31, 2022, respectively.

The four fiscal quarters

in 2021 ended on April 3, 2021, July 3, 2021, October 2, 2021, and December 31, 2021, respectively.

The four fiscal quarters in 2023 end on April 1, 2023, July 1, 2023, September 30, 2023, and December 31, 2023, respectively.

The four fiscal

quarters in 2022 ended on April 2, 2022, July 2, 2022, October 1, 2022, and December 31, 2022, respectively.

Reclassifications

6 unchanged sentences

to further develop and commercialize.

Subsequent Event

On October 28, 2022 , 2022, Vishay

acquired MaxPower Semiconductor, Inc.

("MaxPower"), a San Jose, California-based fabless power semiconductor provider dedicated to

delivering innovative and cost-effective technologies that optimize power management solutions.

MaxPower's proprietary device structures and process techniques provide leading edge silicon and silicon carbide ("SiC") MOSFET products.

product development targets automotive and industrial applications.

Vishay paid cash of $ 50,000 , net of cash

acquired, at closing.

MaxPower Semiconductor, Inc.

On October 28, 2022 , the Company

acquired all of the outstanding equity interests of MaxPower Semiconductor, Inc.

("MaxPower"), a San Jose, California-based fabless

power semiconductor provider dedicated to delivering innovative and cost-effective technologies that optimize power management solutions.

The acquisition of MaxPower will enhance the Company's current and future silicon carbide ("SiC") offerings

for fast-growing markets such as electric vehicles.

The Company paid cash of $ 50,000 , net of

cash acquired, at closing.

Related to the transaction, Vishay may also be required to make certain contingent payments of up to $ 57,500 ,

which would be payable upon the achievement of certain technology milestones and the occurrence of certain non-operating events.

The purchase price for U.S.

GAAP purposes will include the fair value, as of the acquisition date, of certain future

which would be payable upon the achievement of certain technology milestones, upon favorable resolution of certain technology licensing matters with a third party, and upon the disposition of MaxPower's investment in an equity affiliate.

purchase price for U.S.

GAAP purposes includes the fair value, as of the acquisition date, of certain future contingent payments to non-employee equity holders of MaxPower.

The estimated fair value of this contingent consideration as of the

acquisition date was $ 6,851 .

The contingent consideration liability is included in other accrued expenses and other liabilities in the

accompanying balance sheet and is remeasured each reporting period, with changes reported as selling, general, and administrative expenses on the consolidated condensed statement of operations.

See Note 13 for further discussion on the fair

value measurement.

Based on an estimate of their fair values, the Company allocated $ 18,600 of the purchase price to definite-lived intangible assets.

After allocating the purchase price to the assets acquired and liabilities assumed based on a preliminary estimation of

their fair values at the date of acquisition, the Company recorded goodwill of $ 36,885 related to this acquisition.

related to this acquisition is included in the MOSFETs reporting unit for goodwill impairment testing.

The purchase price allocation for this acquisition is considered preliminary as the Company is awaiting further information about the

contingent payments.

To the extent contingent payments are deemed compensatory in nature, such payments will be recognized as expense in future periods, and will thus not be included in the U.S.

GAAP purchase price.

MaxPower will be incorporated into Vishay’s MOSFETs reportable segment, and the goodwill related to this acquisition will be included in the MOSFETs

reporting unit for goodwill impairment testing.

Note 3 – Impact of COVID-19 Pandemic

The Company's operations in the People's Republic of China , particularly in Shanghai, were impacted by COVID-19 government mandated shut-downs of the Company's facilities in the second fiscal quarter of 2022.

incurred incremental costs separable from normal operations that are directly related to the shut-downs, primarily wages paid to manufacturing employees during the shut-downs, additional wages and hardship allowances for working during

lockdown periods, and temporary housing for employees due to travel restrictions , which were partially offset by government subsidies.

The net impact of the costs and

subsidies are reported as cost of products sold ($ 6,661 ) and selling, general, and administrative expenses of ($ 546 ) based on employee function on the consolidated condensed statement of operations for the nine fiscal months ended October 1, 2022.

The estimated values of definite-lived intangible assets and goodwill have not changed as of April 1, 2023.

The results and operations of this acquisition have been included in the MOSFETs segment since October 28, 2022.

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

2 unchanged sentences

The net right of use assets and lease liabilities recognized on the consolidated condensed balance sheets for the Company's operating leases were as

October 1, 2022

April 1, 2023

December 31, 2022

13 unchanged sentences

Lease expense is classified in the statements of operations based on asset use.

Total lease cost recognized on the consolidated condensed statements of

operations is as follows:

Total lease cost recognized on the consolidated condensed statements of operations is as follows:

Fiscal quarters ended

Nine fiscal months ended

October 1, 2022

October 2, 2021

October 1, 2022

October 2, 2021

April 1, 2023

April 2, 2022

Lease expense

3 unchanged sentences

Total lease expense

The Company paid $ 18,062 and $ 18,000 for its operating leases in the nine

fiscal months ended October 1, 2022 and October 2, 2021, respectively, which are included in operating cash flows on the consolidated condensed statements of cash flows.

The Company paid $ 7,199 and $ 6,332 for its operating leases in the three

fiscal months ended April 1, 2023 and April 2, 2022, respectively, which are included in operating cash flows on the consolidated condensed statements of cash flows.

The weighted-average remaining lease term for the Company's operating leases is 9.7 years and the weighted-average discount rate is 6.1 %

as of October 1, 2022.

as of April 1, 2023.

The undiscounted future lease payments for the Company's operating lease liabilities are as follows:

October 1, 2022

2022 (excluding the nine fiscal months ended October 1, 2022)

April 1, 2023

2023 (excluding the three fiscal months ended April 1, 2023)

The undiscounted future lease payments presented in the table above include payments through the term of the lease, which may include periods beyond the

1 unchanged sentence

The difference between the total payments above and the lease liability balance is due to the discount rate used to calculate lease liabilities.

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

Note 4 – Income Taxes

The provision for income taxes consists of provisions for federal, state, and foreign income taxes.

The effective tax rates for the periods ended October 1, 2022 and October 2, 2021

The effective tax rates for the periods ended April 1, 2023 and April 2, 2022

reflect the Company’s expected tax rate on reported income before income tax and tax adjustments.

2 unchanged sentences

consolidated income tax rate is a composite rate reflecting the Company’s earnings and the applicable tax rates in the various jurisdictions where the Company operates.

The Company recognized tax benefits of $ 5,941

in the third fiscal quarter of 2022 for changes in uncertain tax positions following the resolution of a tax audit.

The Company repatriated $ 81,243 to the

United States in the second fiscal quarter of 2022 pursuant to the repatriation program initiated in response to a change in Israeli tax law.

The Company paid withholding taxes, foreign taxes, and Israeli clawback taxes of $ 25,201 due to the repatriation.

Tax expense for the repatriation was recorded in 2021 when the tax law was enacted.

During the nine fiscal months ended October 1, 2022,

the liabilities for unrecognized tax benefits decreased by $ 11,489 on a net basis, primarily due to payments, settlements, and currency

translation adjustments, partially offset by accruals for current year tax positions and interest.

During the three fiscal months ended April 1, 2023,

the liabilities for unrecognized tax benefits increased by $ 511 on a net basis, primarily due to currency translation adjustments, accruals

for current year tax positions, and interest.

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

Note 5 – Long-Term Debt

Long-term debt consists of the following:

October 1, 2022

April 1, 2023

December 31, 2022

3 unchanged sentences

Less current portion

The following table summarizes some key facts and terms regarding the outstanding convertible senior notes due 2025 as of October 1, 2022:

The following table summarizes some key facts and terms regarding the outstanding convertible senior notes due 2025 as of April 1, 2023:

Issuance date

2 unchanged sentences

June 15, 2025

Principal amount as of October 1, 2022

Principal amount as of April 1, 2023

Cash coupon rate (per annum)

Nonconvertible debt borrowing rate at issuance (per annum)

Conversion rate effective September 8, 2022 (per $1 principal amount)

Effective conversion price effective September 8, 2022 (per share)

Conversion rate effective March 16, 2023 (per $1 principal amount)

Effective conversion price effective March 16, 2023 (per share)

130% of the current effective conversion price (per share)

Prior to December 15, 2024, the holders of the convertible senior notes due 2025 may convert their notes only under the following circumstances:

any fiscal quarter after the fiscal quarter ending September 29, 2018, if the sale price of Vishay common stock reaches 130 % of the

conversion price for a specified period;

(2) the trading price of the notes falls below 98 % of the product of the sale price of Vishay's

common stock and the conversion rate for a specified period;

or (3) upon the occurrence of specified corporate transactions.

sale price of Vishay common stock reaches 130 % of the conversion price for a specified period;

(2) the trading price of the notes falls

below 98 % of the product of the sale price of Vishay's common stock and the conversion rate for a specified period;

or (3) upon the

occurrence of specified corporate transactions.

The convertible senior notes due 2025 are not currently convertible.

1 unchanged sentence

converted notes and settle any additional amounts due in common stock.

The quarterly cash dividend program of the Company results in adjustments to the conversion rate and effective conversion price for the convertible senior

notes due 2025 effective as of the ex-dividend date of each cash dividend.

The conversion rate and effective conversion price for the convertible senior notes due 2025 is adjusted for quarterly cash dividends to the extent such dividends exceed $ 0.085 per share of common stock.

The quarterly cash dividend program of the Company results in adjustments to the conversion rate and effective conversion price for the convertible

senior notes due 2025 effective as of the ex-dividend date of each cash dividend.

The conversion rate and effective conversion price for the convertible senior notes due 2025 is adjusted for quarterly cash dividends to the extent such dividends

exceed $ 0.085 per share of common stock.

Credit Facility

The Company maintains a credit facility with a consortium of banks led by JPMorgan Chase Bank, N.A., as administrative agent, and the lenders, which

was scheduled to mature on June 5, 2024 (the "Existing Credit Facility").

On May 8, 2023 , the Company entered into an Amendment and Restatement Agreement, which provides an aggregate commitment of $ 750,000 of revolving loans available until May 8, 2028 (the

“Amended and Restated Credit Facility”).

The maturity date of the Amended and Restated Credit Facility will accelerate if within ninety-one days prior to the maturity of the Company’s convertible senior notes due 2025, the outstanding

principal amount of such notes exceeds a defined liquidity measure as set forth in the Amended and Restated Credit Facility.

Dollar borrowings under the Amended and Restated Credit Facility bear interest at the Secured Overnight Financing Rate (“SOFR”) plus a credit

spread and an interest margin.

The Amended and Restated Credit Facility also allows for borrowings in euro, British sterling, and Japanese yen, subject to a $ 250,000 limit.

Borrowings in foreign currency bear interest at a local reference rate plus an interest margin.

The applicable interest margin is based on Vishay's total leverage

Based on Vishay's current total leverage ratio, borrowings bear interest at SOFR plus 1.60 %, including the applicable credit

Vishay also pays a commitment fee, also based on its total leverage ratio, on undrawn amounts.

The undrawn commitment fee, based on Vishay's current total leverage ratio, is 0.25 % per annum.

Similar to the Existing Credit Facility, the Amended and Restated Credit Facility requires the maintenance of financial covenant ratios.

compliance purposes, pursuant to the Amended and Restated Credit Facility, the leverage ratio is computed on a net basis, reducing the measure of outstanding debt by up to $ 250,000 of unrestricted cash.

The Company must maintain a net leverage ratio of at least 3.25

Permitted investments and restricted payments are also subject to a pro forma net leverage ratio ( 2.75 to 1.00 and 2.50 to 1.00, respectively).

Other terms and conditions of the Amended and Restated Credit Facility are substantially similar to the Existing Credit Facility.

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

1 unchanged sentence

Note 6 – Stockholders' Equity

On February 7, 2022, the Company's Board of Directors adopted a Stockholder Return

Policy that will remain in effect until such time as the Board votes to amend or rescind the policy.

In 2022, the Company's Board of Directors adopted a Stockholder Return Policy that

will remain in effect until such time as the Board votes to amend or rescind the policy.

The Stockholder Return Policy calls for the Company to return a prescribed amount of cash flows on an annual basis.

The Company intends to return

such amounts directly, in the form of dividends, or indirectly, in the form of stock repurchases.

The Company intends to return such amounts

directly, in the form of dividends, or indirectly, in the form of stock repurchases.

The following table summarizes activity pursuant to this policy:

Fiscal quarter ended

Nine fiscal months ended

October 1, 2022

Fiscal quarters ended

April 1, 2023

April 2, 2022

Dividends paid to stockholders

1 unchanged sentence

The repurchased shares are being held as treasury stock.

The Company records treasury stock at cost, inclusive of fees, commissions and other expenses,

when outstanding common shares are repurchased.

As of December 31, 2021, no shares of common stock were held as treasury stock.

As of October 1, 2022, 2,891,604 shares of

common stock are being held as treasury stock.

The number of shares of common stock being held as treasury stock was 5,156,794 and 4,240,573 as of April 1, 2023 and December 31, 2022, respectively.

Note 7 – Revenue Recognition

1 unchanged sentence

Fiscal quarters ended

Nine fiscal months ended

October 1, 2022

October 2, 2021

October 1, 2022

October 2, 2021

April 1, 2023

April 2, 2022

Beginning balance

3 unchanged sentences

Ending balance

See disaggregated revenue information in Note 11.

Note 8 – Accumulated Other Comprehensive Income (Loss)

6 unchanged sentences

Net other comprehensive income (loss)

Balance at October 1, 2022

Balance at April 1, 2023

Reclassifications of pension and other post-retirement actuarial items out of AOCI are included in the computation of net periodic benefit cost.

4 unchanged sentences

The Company maintains various retirement benefit plans.

The service cost component of net periodic pension cost is classified in costs of products sold or

selling, general, and administrative expenses on the consolidated condensed statements of operations based on the respective employee's function.

The other components of net periodic pension cost are classified as other expense on the consolidated

condensed statements of operations.

The service cost component of net periodic pension cost is classified in costs of products sold

or selling, general, and administrative expenses on the consolidated condensed statements of operations based on the respective employee's function.

The other components of net periodic pension cost are classified as other expense on the

consolidated condensed statements of operations.

Defined Benefit Pension Plans

The following table shows the components of the net periodic pension cost for the third fiscal quarters of 2022 and 2021 for the Company’s defined benefit pension plans:

The following table shows the components of the net periodic pension cost for the first fiscal quarters of 2023 and 2022 for the Company’s defined benefit pension plans:

Fiscal quarter ended

October 1, 2022

April 1, 2023

Fiscal quarter ended

October 2, 2021

Net service cost

Interest cost

Expected return on plan assets

Amortization of prior service cost

Amortization of losses

Curtailment and settlement losses

Net periodic benefit cost

The following table shows the components of the net periodic pension cost for the nine fiscal months ended October 1, 2022 and October 2, 2021 for the Company’s defined benefit pension plans:

Nine fiscal months ended

October 1, 2022

Nine fiscal months ended

October 2, 2021

April 2, 2022

Net service cost

2 unchanged sentences

Amortization of prior service cost

Amortization of losses

Amortization of losses (gains)

Curtailment and settlement losses

Net periodic benefit cost

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

What changed 10-Q

Item 1. Financial Statements