VISHAY INTERTECHNOLOGY INC 10-Q

Item 1. Financial Statements VISHAY INTERTECHNOLOGY, INC. Consolidated Condensed Balance Sheets (In thousands) July 1, 2023 December 31, 2022 (Unaudited) Assets Current assets: Cash and cash equivalents $ 1,089,420 $ 610,825 Short-term investments 14,366 305,272 Accounts receivable, net 453,250 416,178 Inventories: Finished goods 169,775 156,234 Work in process 278,645 261,345 Raw materials 211,619 201,300 Total inventories 660,039 618,879 Prepaid expenses and other current assets 178,177 170,056 Total current assets 2,395,252 2,121,210 Property and equipment, at cost: Land 76,872 75,907 Buildings and improvements 696,754 658,829 Machinery and equipment 2,961,214 2,857,636 Construction in progress 224,453 243,038 Allowance for depreciation ( 2,786,772 ) ( 2,704,951 ) Property and equipment, net 1,172,521 1,130,459 Right of use assets 131,460 131,193 Deferred income taxes 106,210 104,667 Goodwill 203,940 201,432 Other intangible assets, net 75,111 77,896 Other assets 102,967 98,796 Total assets $ 4,187,461 $ 3,865,653 Continues on following page. 4 VISHAY INTERTECHNOLOGY, INC. Consolidated Condensed Balance Sheets (continued) (In thousands) July 1, 2023 December 31, 2022 (Unaudited) Liabilities and equity Current liabilities: Trade accounts payable $ 234,004 $ 189,099 Payroll and related expenses 164,961 166,079 Lease liabilities 26,117 25,319 Other accrued expenses 249,382 261,606 Income taxes 83,910 84,155 Total current liabilities 758,374 726,258 Long-term debt less current portion 639,668 500,937 U.S. transition tax payable 46,117 83,010 Deferred income taxes 133,996 117,183 Long-term lease liabilities 107,149 108,493 Other liabilities 98,693 92,530 Accrued pension and other postretirement costs 189,022 187,092 Total liabilities 1,973,019 1,815,503 Equity: Vishay stockholders' equity Common stock 13,316 13,291 Class B convertible common stock 1,210 1,210 Capital in excess of par value 1,354,753 1,352,321 Retained earnings 952,062 773,228 Treasury stock (at cost) ( 123,371 ) ( 82,972 ) Accumulated other comprehensive income (loss) 12,655 ( 10,827 ) Total Vishay stockholders' equity 2,210,625 2,046,251 Noncontrolling interests 3,817 3,899 Total equity 2,214,442 2,050,150 Total liabilities and equity $ 4,187,461 $ 3,865,653 See accompanying notes. 5 VISHAY INTERTECHNOLOGY, INC. Consolidated Condensed Statements of Operations (Unaudited - In thousands, except per share amounts) Fiscal quarters ended July 1, 2023 July 2, 2022 Net revenues $ 892,110 $ 863,512 Costs of products sold 634,637 602,289 Gross profit 257,473 261,223 Selling, general, and administrative expenses 122,857 110,400 Operating income 134,616 150,823 Other income (expense): Interest expense ( 6,404 ) ( 4,307 ) Other 5,257 1,380 Total other income (expense) ( 1,147 ) ( 2,927 ) Income before taxes 133,469 147,896 Income tax expense 38,054 35,127 Net earnings 95,415 112,769 Less: net earnings attributable to noncontrolling interests 377 381 Net earnings attributable to Vishay stockholders $ 95,038 $ 112,388 Basic earnings per share attributable to Vishay stockholders $ 0.68 $ 0.78 Diluted earnings per share attributable to Vishay stockholders $ 0.68 $ 0.78 Weighted average shares outstanding - basic 139,764 143,996 Weighted average shares outstanding - diluted 140,478 144,397 Cash dividends per share $ 0.10 $ 0.10 See accompanying notes. 6 VISHAY INTERTECHNOLOGY, INC. Consolidated Statements of Comprehensive Income (Unaudited - In thousands) Fiscal quarters ended July 1, 2023 July 2, 2022 Net earnings $ 95,415 $ 112,769 Other comprehensive income (loss), net of tax Pension and other post-retirement actuarial items 148 1,365 Foreign currency translation adjustment 3,475 ( 49,532 ) Other comprehensive income (loss) 3,623 ( 48,167 ) Comprehensive income 99,038 64,602 Less: comprehensive income attributable to noncontrolling interests 377 381 Comprehensive income attributable to Vishay stockholders $ 98,661 $ 64,221 See accompanying notes. 7 VISHAY INTERTECHNOLOGY, INC. Consolidated Condensed Statements of Operations (Unaudited - In thousands, except per share amounts) Six fiscal months ended July 1, 2023 July 2, 2022 Net revenues $ 1,763,156 $ 1,717,305 Costs of products sold 1,226,970 1,196,974 Gross profit 536,186 520,331 Selling, general, and administrative expenses 243,002 223,255 Operating income 293,184 297,076 Other income (expense): Interest expense ( 11,524 ) ( 8,529 ) Other 8,586 ( 4,371 ) Total other income (expense) ( 2,938 ) ( 12,900 ) Income before taxes 290,246 284,176 Income tax expense 82,642 67,457 Net earnings 207,604 216,719 Less: net earnings attributable to noncontrolling interests 785 758 Net earnings attributable to Vishay stockholders $ 206,819 $ 215,961 Basic earnings per share attributable to Vishay stockholders $ 1.48 $ 1.49 Diluted earnings per share attributable to Vishay stockholders $ 1.47 $ 1.49 Weighted average shares outstanding - basic 140,201 144,527 Weighted average shares outstanding - diluted 140,865 144,978 Cash dividends per share $ 0.20 $ 0.20 See accompanying notes. 8 VISHAY INTERTECHNOLOGY, INC. Consolidated Statements of Comprehensive Income (Unaudited - In thousands) Six fiscal months ended July 1, 2023 July 2, 2022 Net earnings $ 207,604 $ 216,719 Other comprehensive income (loss), net of tax Pension and other post-retirement actuarial items 284 2,924 Foreign currency translation adjustment 23,198 ( 63,016 ) Other comprehensive income (loss) 23,482 ( 60,092 ) Comprehensive income 231,086 156,627 Less: comprehensive income attributable to noncontrolling interests 785 758 Comprehensive income attributable to Vishay stockholders $ 230,301 $ 155,869 See accompanying notes. 9 VISHAY INTERTECHNOLOGY, INC. Consolidated Condensed Statements of Cash Flows (Unaudited - In thousands) Six fiscal months ended July 1, 2023 July 2, 2022 Operating activities Net earnings $ 207,604 $ 216,719 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 87,694 80,967 (Gain) loss on disposal of property and equipment ( 495 ) ( 293 ) Inventory write-offs for obsolescence 18,023 10,777 Deferred income taxes 16,166 5,922 Stock compensation expense 6,082 4,889 Other ( 811 ) 1,844 Change in U.S. transition tax liability ( 27,670 ) ( 14,757 ) Change in repatriation tax liability - ( 25,201 ) Net change in operating assets and liabilities ( 69,461 ) ( 172,555 ) Net cash provided by operating activities 237,132 108,312 Investing activities Capital expenditures ( 117,250 ) ( 95,700 ) Proceeds from sale of property and equipment 1,013 377 Purchase of short-term investments ( 41 ) ( 7,769 ) Purchase of business, net of cash acquired ( 5,003 ) - Maturity of short-term investments 293,282 66,763 Other investing activities ( 892 ) ( 199 ) Net cash provided by (used in) investing activities 171,109 ( 36,528 ) Financing activities Net proceeds on revolving credit facility 143,000 6,000 Debt issuance costs ( 6,120 ) - Dividends paid to common stockholders ( 25,538 ) ( 26,389 ) Dividends paid to Class B common stockholders ( 2,419 ) ( 2,419 ) Repurchase of common stock held in treasury ( 40,399 ) ( 36,161 ) Distributions to noncontrolling interests ( 867 ) ( 733 ) Cash withholding taxes paid when shares withheld for vested equity awards ( 3,653 ) ( 2,123 ) Net cash provided by (used in) financing activities 64,004 ( 61,825 ) Effect of exchange rate changes on cash and cash equivalents 6,350 ( 18,474 ) Net increase (decrease) in cash and cash equivalents 478,595 ( 8,515 ) Cash and cash equivalents at beginning of period 610,825 774,108 Cash and cash equivalents at end of period $ 1,089,420 $ 765,593 See accompanying notes. 10 VISHAY INTERTECHNOLOGY, INC. Consolidated Condensed Statements of Equity (Unaudited - In thousands, except share and per share amounts) Common Stock Class B Convertible Common Stock Capital in Excess of Par Value Retained Earnings Treasury Stock Accumulated Other Comprehensive Income (Loss) Total Vishay Stockholders' Equity Noncontrolling Interests Total Equity Balance at December 31, 2021 $ 13,271 $ 1,210 $ 1,347,830 $ 401,694 $ - $ ( 20,252 ) $ 1,743,753 $ 2,967 $ 1,746,720 Net earnings - - - 103,573 - - 103,573 377 103,950 Other comprehensive income (loss) - - - - - ( 11,925 ) ( 11,925 ) - ( 11,925 ) Issuance of stock and related tax withholdings for vested restricted stock units ( 189,731 shares) 19 - ( 2,142 ) - - - ( 2,123 ) - ( 2,123 ) Dividends declared ($ 0.10 per share) - - 22 ( 14,491 ) - - ( 14,469 ) - ( 14,469 ) Stock compensation expense - - 3,842 - - - 3,842 - 3,842 Repurchase of common stock held in treasury ( 513,227 shares) - - - - ( 9,873 ) - ( 9,873 ) - ( 9,873 ) Balance at April 2, 2022 $ 13,290 $ 1,210 $ 1,349,552 $ 490,776 $ ( 9,873 ) $ ( 32,177 ) $ 1,812,778 $ 3,344 $ 1,816,122 Net earnings - - - 112,388 - - 112,388 381 112,769 Other comprehensive income (loss) - - - - - ( 48,167 ) ( 48,167 ) - ( 48,167 ) Distributions to noncontrolling interests - - - - - - - ( 733 ) ( 733 ) Issuance of stock and related tax withholdings for vested restricted stock units ( 11,308 shares) 1 - ( 1 ) - - - - - - Dividends declared ($ 0.10 per share) - - 22 ( 14,361 ) - - ( 14,339 ) - ( 14,339 ) Stock compensation expense - - 1,047 - - - 1,047 - 1,047 Repurchase of common stock held in treasury ( 1,400,039 shares) - - - - ( 26,288 ) - ( 26,288 ) - ( 26,288 ) Balance at July 2, 2022 $ 13,291 $ 1,210 $ 1,350,620 $ 588,803 $ ( 36,161 ) $ ( 80,344 ) $ 1,837,419 $ 2,992 $ 1,840,411 Balance at December 31, 2022 $ 13,291 $ 1,210 $ 1,352,321 $ 773,228 $ ( 82,972 ) $ ( 10,827 ) $ 2,046,251 $ 3,899 $ 2,050,150 Net earnings - - - 111,781 - - 111,781 408 112,189 Other comprehensive income - - - - - 19,859 19,859 - 19,859 Issuance of stock and related tax withholdings for vested restricted stock units ( 254,513 shares) 25 - ( 3,678 ) - - - ( 3,653 ) - ( 3,653 ) Dividends declared ($ 0.10 per share) - - 14 ( 14,034 ) - - ( 14,020 ) - ( 14,020 ) Stock compensation expense - - 2,965 - - - 2,965 - 2,965 Repurchase of common stock held in treasury ( 916,221 shares) - - - - ( 20,173 ) - ( 20,173 ) - ( 20,173 ) Balance at April 1, 2023 $ 13,316 $ 1,210 $ 1,351,622 $ 870,975 $ ( 103,145 ) $ 9,032 $ 2,143,010 $ 4,307 $ 2,147,317 Net earnings - - - 95,038 - - 95,038 377 95,415 Other comprehensive income - - - - - 3,623 3,623 - 3,623 Distributions to noncontrolling interests - - - - - - - ( 867 ) ( 867 ) Dividends declared ($ 0.10 per share) - - 14 ( 13,951 ) - - ( 13,937 ) - ( 13,937 ) Stock compensation expense - - 3,117 - - - 3,117 - 3,117 Repurchase of common stock held in treasury ( 847,202 shares) - - - - ( 20,226 ) - ( 20,226 ) - ( 20,226 ) Balance at July 1, 2023 $ 13,316 $ 1,210 $ 1,354,753 $ 952,062 $ ( 123,371 ) $ 12,655 $ 2,210,625 $ 3,817 $ 2,214,442 See accompanying notes. 11 NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (dollars in thousands, except per share amounts) Note 1 – Basis of Presentation The accompanying unaudited consolidated condensed financial statements of Vishay Intertechnology, Inc. (“Vishay” or the “Company”) have been prepared in accordance with the instructions to Form 10-Q and therefore do not include all information and footnotes necessary for presentation of financial position, results of operations, and cash flows required by accounting principles generally accepted in the United States (“GAAP”) for complete financial statements. The information furnished reflects all normal recurring adjustments which are, in the opinion of management, necessary for a fair summary of the financial position, results of operations, and cash flows for the interim periods presented. 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. The results of operations for the fiscal quarter and six fiscal months ended July 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 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 Certain prior period amounts have been reclassified to conform to the current financial statement presentation. Note 2 – Acquisition Activities As part of its growth strategy, the Company seeks to expand through targeted acquisitions of other manufacturers of electronic components. These acquisition targets include businesses that have established positions in major markets, reputations for product quality and reliability, and product lines with which the Company has substantial marketing and technical expertise. It also includes certain businesses that possess technologies which the Company expects to further develop and commercialize. 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, upon favorable resolution of certain technology licensing matters with a third party, and upon the disposition of MaxPower's investment in an equity affiliate. The 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. The goodwill 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. The estimated values of definite-lived intangible assets and goodwill have not changed as of July 1, 2023. The results and operations of this acquisition have been included in the MOSFETs segment since October 28, 2022. Centerline Technologies, LLC On June 30, 2023 , the Company acquired substantially all of the assets of Centerline Technologies, LLC ("Centerline"), a Massachusetts-based, privately held manufacturer of ceramic components used in many custom parts manufactured by certain of Vishay's Resistors businesses, for $ 5,003 . Based on an estimate of fair values, the Company allocated $ 1,500 of the purchase price to definite-lived intangible assets. After allocating the purchase price to the assets acquired and liabilities assumed based on an estimation of their fair values at the date of acquisition, the Company recorded goodwill of $ 2,213 related to this acquisition. The acquired business will be vertically integrated into the Company's Resistors segment, and the goodwill related to this acquisition is included in the Resistors reporting unit for goodwill impairment testing. 12 NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (dollars in thousands, except per share amounts) Note 3 – Leases The net right of use assets and lease liabilities recognized on the consolidated condensed balance sheets for the Company's operating leases were as follows: July 1, 2023 December 31, 2022 Right of use assets Operating Leases Buildings and improvements $ 126,458 $ 126,933 Machinery and equipment 5,002 4,260 Total $ 131,460 $ 131,193 Current lease liabilities Operating Leases Buildings and improvements $ 23,456 $ 22,926 Machinery and equipment 2,661 2,393 Total $ 26,117 $ 25,319 Long-term lease liabilities Operating Leases Buildings and improvements $ 104,893 $ 106,693 Machinery and equipment 2,256 1,800 Total $ 107,149 $ 108,493 Total lease liabilities $ 133,266 $ 133,812 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: Fiscal quarters ended Six fiscal months ended July 1, 2023 July 2, 2022 July 1, 2023 July 2, 2022 Lease expense Operating lease expense $ 6,887 $ 6,304 $ 13,768 $ 12,756 Short-term lease expense 252 236 508 540 Variable lease expense 159 - 311 100 Total lease expense $ 7,298 $ 6,540 $ 14,587 $ 13,396 The Company paid $ 13,966 and $ 12,241 for its operating leases in the six fiscal months ended July 1, 2023 and July 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 9.6 years and the weighted-average discount rate is 6.2 % as of July 1, 2023. The undiscounted future lease payments for the Company's operating lease liabilities are as follows: July 1, 2023 2023 (excluding the six fiscal months ended July 1, 2023) $ 13,840 2024 25,985 2025 22,556 2026 18,778 2027 17,258 Thereafter 80,762 The undiscounted future lease payments presented in the table above include payments through the term of the lease, which may include periods beyond the noncancellable term. The difference between the total payments above and the lease liability balance is due to the discount rate used to calculate lease liabilities. 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 July 1, 2023 and July 2, 2022 reflect the Company’s expected tax rate on reported income before income tax and tax adjustments. The Company operates in a global environment with significant operations in various jurisdictions outside the United States. Accordingly, the 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. During the six fiscal months ended July 1, 2023, the liabilities for unrecognized tax benefits increased by $ 616 on a net basis, primarily due to currency translation adjustments, accruals for current year tax positions, and interest. 13 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: July 1, 2023 December 31, 2022 Credit facility $ 185,000 $ 42,000 Convertible senior notes, due 2025 465,344 465,344 Deferred financing costs ( 10,676 ) ( 6,407 ) 639,668 500,937 Less current portion - - $ 639,668 $ 500,937 The following table summarizes some key facts and terms regarding the outstanding convertible senior notes due 2025 as of July 1, 2023: Convertible Senior Notes Due 2025 Issuance date June 12, 2018 Maturity date June 15, 2025 Principal amount as of July 1, 2023 $ 465,344 Cash coupon rate (per annum) 2.25 % Nonconvertible debt borrowing rate at issuance (per annum) 5.50 % Conversion rate effective June 15, 2023 (per $1 principal amount) 32.0879 Effective conversion price effective June 15, 2023 (per share) $ 31.16 130% of the current effective conversion price (per share) $ 40.51 Prior to December 15, 2024, the holders of the convertible senior notes due 2025 may convert their notes only under the following circumstances: (1) 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. The convertible senior notes due 2025 are not currently convertible. Upon conversion of the convertible senior notes due 2025, Vishay will satisfy its conversion obligations by paying $1 cash per $1 principal amount of 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. 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 "Previous 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. U.S. 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 ratio. Based on Vishay's current total leverage ratio, borrowings bear interest at SOFR plus 1.60 %, including the applicable credit spread. 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 Previous Credit Facility, the Amended and Restated Credit Facility requires the maintenance of financial covenant ratios. For 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 to 1.00. 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 Previous Credit Facility. 14 NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (dollars in thousands, except per share amounts) Note 6 – Stockholders' Equity 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 following table summarizes activity pursuant to this policy: Fiscal quarters ended Six fiscal months ended July 1, 2023 July 2, 2022 July 1, 2023 July 2, 2022 Dividends paid to stockholders $ 13,937 $ 14,339 $ 27,957 $ 28,808 Stock repurchases 20,226 26,288 40,399 36,161 Total $ 34,163 $ 40,627 $ 68,356 $ 64,969 The repurchased shares are being held as treasury stock. The number of shares of common stock being held as treasury stock was 6,003,996 and 4,240,573 as of July 1, 2023 and December 31, 2022, respectively. Note 7 – Revenue Recognition Sales returns and allowances accrual activity is shown below: Fiscal quarters ended Six fiscal months ended July 1, 2023 July 2, 2022 July 1, 2023 July 2, 2022 Beginning balance $ 38,280 $ 39,161 $ 46,979 $ 39,759 Sales allowances 26,297 19,040 52,134 46,417 Credits issued ( 16,853 ) ( 16,569 ) ( 50,128 ) ( 44,295 ) Foreign currency 1,626 ( 857 ) 365 ( 1,106 ) Ending balance $ 49,350 $ 40,775 $ 49,350 $ 40,775 Note 8 – Accumulated Other Comprehensive Income (Loss) The cumulative balance of each component of other comprehensive income (loss) and the income tax effects allocated to each component are as follows: Pension and other post- retirement actuarial items Currency translation adjustment Total Balance at January 1, 2023 $ ( 7,598 ) $ ( 3,229 ) $ ( 10,827 ) Other comprehensive income (loss) before reclassifications - 23,198 $ 23,198 Tax effect - - $ - Other comprehensive income before reclassifications, net of tax - 23,198 $ 23,198 Amounts reclassified out of AOCI 355 - $ 355 Tax effect ( 71 ) - $ ( 71 ) Amounts reclassified out of AOCI, net of tax 284 - $ 284 Net other comprehensive income (loss) $ 284 $ 23,198 $ 23,482 Balance at July 1, 2023 $ ( 7,314 ) $ 19,969 $ 12,655 Reclassifications of pension and other post-retirement actuarial items out of AOCI are included in the computation of net periodic benefit cost. See Note 9 for further information. 15 NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (dollars in thousands, except per share amounts) Note 9 – Pensions and Other Postretirement Benefits 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. Defined Benefit Pension Plans The following table shows the components of the net periodic pension cost for the second fiscal quarters of 2023 and 2022 for the Company’s defined benefit pension plans: Fiscal quarter ended July 1, 2023 Fiscal quarter ended July 2, 2022 U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans Net service cost $ - $ 723 $ - $ 1,068 Interest cost 500 1,711 281 813 Expected return on plan assets - ( 570 ) - ( 440 ) Amortization of prior service cost 36 56 36 53 Amortization of losses (gains) ( 30 ) 87 426 1,205 Curtailment and settlement losses - 106 - 265 Net periodic benefit cost $ 506 $ 2,113 $ 743 $ 2,964 The following table shows the components of the net periodic pension cost for the six fiscal months ended July 1, 2023 and July 2, 2022 for the Company’s defined benefit pension plans: Six fiscal months ended July 1, 2023 Six fiscal months ended July 2, 2022 U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans Net service cost $ - $ 1,447 $ - $ 2,185 Interest cost 999 3,406 561 1,665 Expected return on plan assets - ( 1,140 ) - ( 900 ) Amortization of prior service cost 72 111 72 109 Amortization of losses (gains) ( 60 ) 173 853 2,476 Curtailment and settlement losses - 213 - 544 Net periodic benefit cost $ 1,011 $ 4,210 $ 1,486 $ 6,079 16 NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (dollars in thousands, except per share amounts) Other Postretirement Benefits The following table shows the components of the net periodic benefit cost for the second fiscal quarters of 2023 and 2022 for the Company’s other postretirement benefit plans: Fiscal quarter ended July 1, 2023 Fiscal quarter ended July 2, 2022 U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans Service cost $ 6 $ 34 $ 9 $ 60 Interest cost 56 31 44 14 Amortization of losses (gains) ( 81 ) 4 85 21 Net periodic benefit cost $ ( 19 ) $ 69 $ 138 $ 95 The following table shows the components of the net periodic pension cost for the six fiscal months ended July 1, 2023 and July 2, 2022 for the Company’s other postretirement benefit plans: Six fiscal months ended July 1, 2023 Six fiscal months ended July 2, 2022 U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans Service cost $ 11 $ 68 $ 19 $ 123 Interest cost 112 62 89 29 Amortization of losses (gains) ( 161 ) 7 171 44 Net periodic benefit cost $ ( 38 ) $ 137 $ 279 $ 196 17 NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (dollars in thousands, except per share amounts) Note 10 – Stock-Based Compensation 2023 Long-Term Incentive Plan The Company implemented the Vishay Intertechnology, Inc. 2023 Long-Term Incentive Plan (the "2023 Plan") after receiving stockholder approval at its 2023 Annual Meeting of Stockholders on May 23, 2023. The 2023 Plan allows the Company to grant up to 6,000,000 shares (subject to certain adjustments described in the 2023 Plan) of stock options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards, phantom stock units, and other cash-based awards to employees, directors, consultants, and other service providers of the Company and its affiliates. Such instruments are available for grant until March 24, 2033 . The Company granted approximately 733,000 time-vested restricted stock units to employees in the second fiscal quarter of 2023. 2007 Stock Incentive Program Under the Company's 2007 Stock Incentive Program (the "2007 Program"), as amended and restated, certain executive officers and board members of the Company were granted restricted stock units. No further awards will be granted pursuant to the 2007 Program. Pursuant to the terms of the 2023 Plan, any shares of common stock that are subject to outstanding awards granted pursuant to the 2007 Program that subsequently cease to be subject to such awards as a result of the termination, expiration, cancellation, or forfeiture of such awards and any shares of common stock withheld in settlement of tax withholding obligations associated with outstanding awards granted pursuant to the 2007 Program may become available for issuance under the 2023 Plan. A total of 1,294,546 shares of common stock were subject to awards granted pursuant to the 2007 Program as of May 23, 2023. The following table summarizes stock-based compensation expense recognized: Fiscal quarters ended Six fiscal months ended July 1, 2023 July 2, 2022 July 1, 2023 July 2, 2022 Restricted stock units $ 3,117 $ 1,047 $ 5,975 4,667 Phantom stock units - - 107 222 Total $ 3,117 $ 1,047 $ 6,082 4,889 The following table summarizes unrecognized compensation cost and the weighted average remaining amortization periods at July 1, 2023 (amortization periods in years) : Unrecognized Compensation Cost Weighted Average Remaining Amortization Periods Restricted stock units $ 25,283 1.7 Phantom stock units - n/a Total $ 25,283 The Company currently expects all performance-based RSUs to vest and all of the associated unrecognized compensation cost for performance-based RSUs presented in the table above to be recognized. 18 NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (dollars in thousands, except per share amounts) Restricted Stock Units RSU activity under the Company's stock incentive programs as of July 1, 2023 and changes during the six fiscal months then ended are presented below (number of RSUs in thousands) : Number of RSUs Weighted Average Grant-date Fair Value per Unit Outstanding: January 1, 2023 894 $ 19.73 Granted* 1,152 24.32 Vested** ( 328 ) 18.76 Cancelled or forfeited - - Outstanding at July 1, 2023 1,718 $ 22.99 Expected to vest at July 1, 2023 1,838 * Employees in certain countries are granted equity-linked awards that will be settled in cash and are accounted for as liability awards. The liability awards are not material. The number of RSUs granted excludes these awards. ** The number of RSUs vested includes shares that the Company withheld on behalf of employees to satisfy the statutory tax withholding requirements. In addition to RSUs that vest based upon satisfaction of service or performance conditions, in 2023, the Company granted RSUs that vest based upon achievement of market conditions to certain executive officers. For RSUs with market conditions, the Company estimates the grant date fair value using a Monte Carlo valuation model and recognizes the expense for the awards over the period in which the condition is assessed regardless of whether the market condition is ultimately achieved. The number of performance-based RSUs that are scheduled to vest increases ratably based on the achievement of defined performance and market criteria between the established target and maximum levels. RSUs with performance-based and market-based vesting criteria are expected to vest as follows (number of RSUs in thousands) : Vesting Date Expected to Vest Not Expected to Vest Total January 1, 2024 165 - 165 January 1, 2025 168 - 168 January 1, 2026 292 - 292 Phantom Stock Units Phantom stock unit activity as of July 1, 2023 and changes during the six fiscal months then ended are presented below (number of phantom stock units in thousands) : Number of units Grant-date Fair Value per Unit Outstanding: January 1, 2023 226 Granted 5 $ 21.48 Dividend equivalents issued 1 Redeemed for common stock* ( 94 ) Outstanding at July 1, 2023 138 * The number of phantom stock units redeemed for common stock includes shares that the Company withheld on behalf of employees to satisfy the statutory tax withholding requirements. 19 NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (dollars in thousands, except per share amounts) Note 11 – Segment Information The following tables set forth business segment information: MOSFETs Diodes Optoelectronic Components Resistors Inductors Capacitors Corporate / Other* Total Fiscal quarter ended July 1, 2023 : Net revenues $ 207,388 $ 174,735 $ 64,449 $ 222,433 $ 89,239 $ 133,866 $ - $ 892,110 Segment Operating Income $ 56,772 $ 35,110 $ 10,749 $ 57,363 $ 27,585 $ 28,177 $ - $ 215,756 Fiscal quarter ended July 2, 2022 : Net revenues $ 158,395 $ 192,083 $ 77,936 $ 213,176 $ 89,608 $ 132,314 $ - $ 863,512 Segment Operating Income $ 44,602 $ 48,513 $ 22,395 $ 63,650 $ 26,914 $ 27,620 $ ( 6,661 ) $ 227,033 Six fiscal months ended July 1, 2023 : Net revenues $ 405,569 $ 350,428 $ 124,852 $ 445,573 $ 169,577 $ 267,157 $ - $ 1,763,156 Segment Operating Income $ 114,789 $ 77,796 $ 28,049 $ 124,062 $ 48,564 $ 61,173 $ - $ 454,433 Six fiscal months ended July 2, 2022 : Net revenues $ 331,069 $ 374,417 $ 158,952 $ 420,208 $ 172,385 $ 260,274 $ - $ 1,717,305 Segment Operating Income $ 93,126 $ 88,939 $ 50,554 $ 121,793 $ 49,113 $ 55,020 $ ( 6,661 ) $ 451,884 * Amounts reported in Corporate/Other above represent unallocated costs directly related to the COVID-19 pandemic, which are reported as costs of products sold on the consolidated condensed statement of operations. Fiscal quarters ended Six fiscal months ended July 1, 2023 July 2, 2022 July 1, 2023 July 2, 2022 Reconciliation: Segment Operating Income $ 215,756 $ 227,033 $ 454,433 $ 451,884 Impact of the COVID-19 Pandemic on Selling, General, and Administrative Expenses - ( 546 ) - ( 546 ) Unallocated Selling, General, and Administrative Expenses ( 81,140 ) ( 75,664 ) ( 161,249 ) ( 154,262 ) Consolidated Operating Income $ 134,616 $ 150,823 $ 293,184 $ 297,076 Unallocated Other Income (Expense) ( 1,147 ) ( 2,927 ) ( 2,938 ) ( 12,900 ) Consolidated Income Before Taxes $ 133,469 $ 147,896 $ 290,246 $ 284,176 20 NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (dollars in thousands, except per share amounts) The Company has a broad line of products that it sells to OEMs, EMS companies, and independent distributors. The distribution of sales by customer type is shown below: Fiscal quarters ended Six fiscal months ended July 1, 2023 July 2, 2022 July 1, 2023 July 2, 2022 Distributors $ 487,107 $ 515,714 $ 957,895 $ 1,013,583 OEMs 344,820 288,695 685,248 586,124 EMS companies 60,183 59,103 120,013 117,598 Total Revenue $ 892,110 $ 863,512 $ 1,763,156 $ 1,717,305 Net revenues were attributable to customers in the following regions: Fiscal quarters ended Six fiscal months ended July 1, 2023 July 2, 2022 July 1, 2023 July 2, 2022 Asia $ 323,527 $ 344,770 $ 633,956 $ 688,782 Europe 326,461 275,965 653,022 565,949 Americas 242,122 242,777 476,178 462,574 Total Revenue $ 892,110 $ 863,512 $ 1,763,156 $ 1,717,305 The Company generates substantially all of its revenue from product sales to end customers in the industrial, automotive, telecommunications, computing, consumer products, power supplies, military and aerospace, and medical end markets. Sales by end market are presented below: Fiscal quarters ended Six fiscal months ended July 1, 2023 July 2, 2022 July 1, 2023 July 2, 2022 Industrial $ 327,956 $ 350,955 $ 653,916 $ 688,324 Automotive 310,233 253,672 594,732 513,173 Computing 41,083 57,035 84,252 124,966 Military and Aerospace 68,741 55,703 130,866 102,201 Consumer Products 41,616 43,147 88,150 81,855 Power Supplies 44,631 41,144 88,787 81,426 Medical 40,138 32,973 82,241 65,464 Telecommunications 17,712 28,883 40,212 59,896 Total Revenue $ 892,110 $ 863,512 $ 1,763,156 $ 1,717,305 21 NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (dollars in thousands, except per share amounts) Note 12 – Earnings Per Share The following table sets forth the computation of basic and diluted earnings per share attributable to Vishay stockholders (shares in thousands) : Fiscal quarters ended Six fiscal months ended July 1, 2023 July 2, 2022 July 1, 2023 July 2, 2022 Numerator: Net earnings attributable to Vishay stockholders $ 95,038 $ 112,388 $ 206,819 $ 215,961 Denominator: Denominator for basic earnings per share: Weighted average shares 139,627 143,773 140,062 144,305 Outstanding phantom stock units 137 223 139 222 Adjusted weighted average shares 139,764 143,996 140,201 144,527 Effect of dilutive securities: Restricted stock units 714 401 664 451 Dilutive potential common shares 714 401 664 451 Denominator for diluted earnings per share: Adjusted weighted average shares - diluted 140,478 144,397 140,865 144,978 Basic earnings per share attributable to Vishay stockholders $ 0.68 $ 0.78 $ 1.48 $ 1.49 Diluted earnings per share attributable to Vishay stockholders $ 0.68 $ 0.78 $ 1.47 $ 1.49 Diluted earnings per share for the periods presented do not reflect the following weighted average potential common shares that would have an antidilutive effect or have unsatisfied performance conditions (in thousands) : Fiscal quarters ended Six fiscal months ended July 1, 2023 July 2, 2022 July 1, 2023 July 2, 2022 Restricted stock units 318 333 159 333 If the average market price of Vishay common stock is less than the effective conversion price of the convertible senior notes due 2025, no shares are included in the diluted earnings per share computation for the convertible senior notes due 2025. Upon Vishay exercising its existing right to legally amend the indenture governing the convertible senior notes due 2025, Vishay will satisfy its conversion obligations by paying $1 cash per $1 principal amount of converted notes and settle any additional amounts due in common stock. Accordingly, the notes are not anti-dilutive when t he average market price of Vishay common stock is less than the effective conversion price of the convertible senior notes due 2025. 22 NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (dollars in thousands, except per share amounts) Note 13 – Fair Value Measurements The following table provides the financial assets and liabilities carried at fair value measured on a recurring basis: Total Fair Value Level 1 Level 2 Level 3 July 1, 2023 Assets: Assets held in rabbi trusts $ 50,856 $ 26,049 $ 24,807 $ - Available for sale securities $ 3,838 3,838 - - $ 54,694 $ 29,887 $ 24,807 $ - Liability: MaxPower acquisition contingent consideration $ 6,926 $ - $ - $ 6,926 December 31, 2022 Assets: Assets held in rabbi trusts $ 50,173 $ 27,168 $ 23,005 $ - Available for sale securities $ 3,677 3,677 - - Precious metals $ 1,252 1,252 - - $ 55,102 $ 32,097 $ 23,005 $ - Liability: MaxPower acquisition contingent consideration $ 6,870 $ - $ - $ 6,870 There have been no changes in the classification of any financial instruments within the fair value hierarchy in the periods presented. The Company maintains non-qualified trusts, referred to as “rabbi” trusts, to fund payments under deferred compensation and non-qualified pension plans. Rabbi trust assets consist primarily of marketable securities, classified as available-for-sale and company-owned life insurance assets. The marketable securities held in the rabbi trusts are valued using quoted market prices on the last business day of the period. The company-owned life insurance assets are valued in consultation with the Company’s insurance brokers using the value of underlying assets of the insurance contracts. The fair value measurement of the marketable securities held in the rabbi trust is considered a Level 1 measurement and the measurement of the company-owned life insurance assets is considered a Level 2 measurement within the fair value hierarchy. The Company holds investments in debt securities that are intended to fund a portion of its pension and other postretirement benefit obligations outside of the United States. The investments are valued based on quoted market prices on the last business day of the period. The fair value measurement of the investments is considered a Level 1 measurement within the fair value hierarchy. From time to time, the Company purchases precious metals bullion in excess of its immediate manufacturing needs to mitigate the risk of supply shortages or volatile price fluctuations. The metals are valued based on quoted market prices on the last business day of the period. The fair value measurement of the metals is considered a Level 1 measurement within the fair value hierarchy. The inventory of precious metals bullion in excess of its immediate manufacturing needs was not material at July 1, 2023. The Company may be required to make certain contingent payments to non-employee equity holders of MaxPower pursuant to the acquisition agreement, 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. The fair value of these contingent consideration payments is determined by estimating the net present value of the expected cash flows based on the probability of expected payments. The fair value measurement of the contingent consideration is considered a Level 3 measurement within the fair value hierarchy. The fair value of the long-term debt, excluding the derivative liabilities and deferred financing costs, at July 1, 2023 and December 31, 2022 is approximately $ 693,400 and $ 491,100 , respectively, compared to its carrying value, excluding the deferred financing costs, of $ 650,344 and $ 507,344 , respectively. The Company estimates the fair value of its long-term debt using a combination of quoted market prices for similar financing arrangements and expected future payments discounted at risk-adjusted rates, which are considered Level 2 inputs. 23 NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (dollars in thousands, except per share amounts) At July 1, 2023 and December 31, 2022, the Company’s short-term investments were comprised of time deposits with financial institutions that have maturities that exceed 90 days from the date of acquisition; however they all mature within one year from the respective balance sheet dates. The Company's short-term investments are accounted for as held-to-maturity debt instruments, at amortized cost, which approximates their fair value. The investments are funded with excess cash not expected to be needed for operations prior to maturity; therefore, the Company believes it has the intent and ability to hold the short-term investments until maturity. At each reporting date, the Company performs an evaluation to determine if any unrealized losses are other-than-temporary. No other-than-temporary impairments have been recognized on these securities, and there are no unrecognized holding gains or losses for these securities during the periods presented. There have been no transfers to or from the held-to-maturity classification. All decreases in the account balance are due to returns of principal at the securities’ maturity dates. Interest on the securities is recognized as interest income when earned. At July 1, 2023 and December 31, 2022, the Company’s cash and cash equivalents were comprised of demand deposits, time deposits with maturities of three months or less when purchased, and money market funds. The Company estimates the fair value of its cash, cash equivalents, and short-term investments using Level 2 inputs. Based on the current interest rates for similar investments with comparable credit risk and time to maturity, the fair value of the Company's cash, cash equivalents, and held-to-maturity short-term investments approximate the carrying amounts reported in the consolidated condensed balance sheets. The Company’s financial instruments also include accounts receivable and accounts payable. The carrying amounts for these financial instruments reported in the consolidated condensed balance sheets approximate their fair values. 24