3 unchanged sentences
(In thousands)
+Added: September 30, 2023
December 31, 2022
22 unchanged sentences
(In thousands)
+Added: September 30, 2023
December 31, 2022
27 unchanged sentences
Fiscal quarters ended
+Added: September 30, 2023
+Added: October 1, 2022
Costs of products sold
3 unchanged sentences
Interest expense
+Added: Loss on early extinguishment of debt
Total other income (expense)
13 unchanged sentences
Fiscal quarters ended
+Added: September 30, 2023
+Added: October 1, 2022
Other comprehensive income (loss), net of tax
9 unchanged sentences
(Unaudited - In thousands, except per share amounts)
−Removed: Six fiscal months ended
+Added: Nine fiscal months ended
+Added: September 30, 2023
+Added: October 1, 2022
Costs of products sold
3 unchanged sentences
Interest expense
+Added: Loss on early extinguishment of debt
Total other income (expense)
12 unchanged sentences
(Unaudited - In thousands)
−Removed: Six fiscal months ended
+Added: Nine fiscal months ended
+Added: September 30, 2023
+Added: October 1, 2022
Other comprehensive income (loss), net of tax
9 unchanged sentences
(Unaudited - In thousands)
−Removed: Six fiscal months ended
+Added: Nine fiscal months ended
+Added: September 30, 2023
+Added: October 1, 2022
Operating activities
5 unchanged sentences
Stock compensation expense
+Added: Loss on early extinguishment of debt
Change in U.S.
6 unchanged sentences
Proceeds from sale of property and equipment
−Removed: Purchase of short-term investments
Purchase of business, net of cash acquired
+Added: Purchase of short-term investments
Maturity of short-term investments
2 unchanged sentences
Financing activities
−Removed: Net proceeds on revolving credit facility
+Added: Proceeds from long-term borrowings
+Added: Repurchase of convertible senior notes due 2025
+Added: Net payments on revolving credit facility
Debt issuance costs
+Added: Cash paid for capped call
Dividends paid to common stockholders
21 unchanged sentences
Issuance of stock and related tax withholdings for vested restricted stock units ( 189,731 shares)
−Removed: Dividends declared ($ 0.10
+Added: Dividends declared ($ 0.10 per share)
Stock compensation expense
1 unchanged sentence
Balance at April 2, 2022
−Removed: Other comprehensive income (loss)
+Added: Other comprehensive income
Distributions to noncontrolling interests
Issuance of stock and related tax withholdings for vested restricted stock units ( 11,308 shares)
−Removed: Dividends declared ($ 0.10
+Added: Dividends declared ($ 0.10 per share)
Stock compensation expense
1 unchanged sentence
Balance at July 2, 2022
+Added: Other comprehensive income (loss)
+Added: Distributions to noncontrolling interests
+Added: Dividends declared ($ 0.10 per share)
+Added: Stock compensation expense
+Added: Repurchase of common stock held in treasury ( 978,338 shares)
+Added: Balance at October 1, 2022
+Added: Continues on following page.
+Added: VISHAY INTERTECHNOLOGY, INC.
+Added: Consolidated Condensed Statements of Equity (continued)
+Added: (Unaudited - In thousands, except share and per share amounts)
+Added: Excess of Par
+Added: Treasury Stock
+Added: Comprehensive
+Added: Income (Loss)
+Added: Stockholders'
+Added: Noncontrolling
Balance at December 31, 2022
−Removed: Other comprehensive income
+Added: Other comprehensive income (loss)
Issuance of stock and related tax withholdings for vested restricted stock units ( 254,513 shares)
3 unchanged sentences
Balance at April 1, 2023
−Removed: Other comprehensive income
+Added: Other comprehensive income (loss)
Distributions to noncontrolling interests
−Removed: Dividends declared ($ 0.10
+Added: Dividends declared ($ 0.10 per share)
Stock compensation expense
1 unchanged sentence
Balance at July 1, 2023
+Added: Other comprehensive income (loss)
+Added: Issuance of stock and related tax withholdings for vested restricted stock units ( 21,617 shares)
+Added: Dividends declared ($ 0.10 per share)
+Added: Stock compensation expense
+Added: Repurchase of common stock held in treasury ( 630,446 shares)
+Added: Capped call transactions, net of tax
+Added: Balance at September 30, 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.
−Removed: 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.
+Added: results of operations for the fiscal quarter and nine fiscal months ended September 30, 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,
31 unchanged sentences
Based on an estimate of their fair values, the Company allocated $ 18,600 of the purchase price to definite-lived intangible assets.
−Removed: After allocating the purchase price to the assets acquired and liabilities assumed based on a preliminary estimation of their fair values at
−Removed: the date of acquisition, the Company recorded goodwill of $ 36,885 related to this acquisition.
−Removed: The goodwill related to this
−Removed: acquisition is included in the MOSFETs reporting unit for goodwill impairment testing.
−Removed: The purchase price allocation for this acquisition is considered preliminary as the Company is awaiting further information about the contingent payments.
−Removed: The estimated values of definite-lived intangible assets and goodwill have not changed as of July 1, 2023.
+Added: After allocating the purchase price to the assets acquired and liabilities assumed based on an estimation of their fair values at the date of
+Added: acquisition, the Company recorded goodwill of $ 34,246 related to this acquisition.
+Added: The goodwill related to this acquisition is
+Added: included in the MOSFETs reporting unit for goodwill impairment testing.
The results and operations of this acquisition have been included in the MOSFETs segment since October 28, 2022.
7 unchanged sentences
the Resistors reporting unit for goodwill impairment testing.
+Added: The results and operations of this acquisition have been included in the Resistors segment since June 30, 2023.
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
+Added: September 30, 2023
December 31, 2022
16 unchanged sentences
Fiscal quarters ended
−Removed: Six fiscal months ended
+Added: Nine fiscal months ended
+Added: September 30, 2023
+Added: October 1, 2022
+Added: September 30, 2023
+Added: October 1, 2022
Lease expense
3 unchanged sentences
Total lease expense
−Removed: The Company paid $ 13,966 and $ 12,241 for its operating leases in the six
−Removed: 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.
−Removed: 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 %
−Removed: as of July 1, 2023.
+Added: The Company paid $ 20,912 and $ 18,062 for its operating leases in the nine
+Added: fiscal months ended September 30, 2023 and October 1, 2022, respectively, which are included in operating cash flows on the consolidated condensed statements of cash flows.
+Added: The weighted-average remaining lease term for the Company's
+Added: operating leases is 9.4 years and the weighted-average discount rate is 6.2 % as of September 30, 2023.
The undiscounted future lease payments for the Company's operating lease liabilities are as follows:
−Removed: 2023 (excluding the six fiscal months ended July 1, 2023)
+Added: September 30, 2023
+Added: 2023 (excluding the nine fiscal months ended September 30, 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
3 unchanged sentences
The provision for income taxes consists of provisions for federal, state, and foreign income taxes.
−Removed: The effective tax rates for the periods ended July 1, 2023 and July 2, 2022 reflect
−Removed: the Company’s expected tax rate on reported income before income tax and tax adjustments.
+Added: The effective tax rates for the periods ended September 30, 2023 and October 1, 2022
+Added: 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.
−Removed: Accordingly, the consolidated
−Removed: 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.
−Removed: During the six fiscal months ended July 1, 2023,
−Removed: the liabilities for unrecognized tax benefits increased by $ 616 on a net basis, primarily due to currency translation adjustments, accruals
−Removed: for current year tax positions, and interest.
+Added: Accordingly, the
+Added: 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.
+Added: During the nine fiscal months ended September 30, 2023,
+Added: the liabilities for unrecognized tax benefits decreased by $ 4,483 on a net basis, primarily due to decreases for settlements, partially
+Added: offset by increases for current accruals and interest.
NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
2 unchanged sentences
Long-term debt consists of the following:
+Added: September 30, 2023
December 31, 2022
1 unchanged sentence
Convertible senior notes, due 2025
+Added: Convertible senior notes, due 2030
Deferred financing costs
Less current portion
−Removed: The following table summarizes some key facts and terms regarding the outstanding convertible senior notes due 2025 as of July 1, 2023:
−Removed: Issuance date
−Removed: June 12, 2018
−Removed: Maturity date
−Removed: June 15, 2025
−Removed: Principal amount as of July 1, 2023
−Removed: Cash coupon rate (per annum)
−Removed: Nonconvertible debt borrowing rate at issuance (per annum)
−Removed: Conversion rate effective June 15, 2023 (per $1 principal amount)
−Removed: Effective conversion price effective June 15, 2023 (per share)
−Removed: 130% of the current effective conversion price (per share)
−Removed: Prior to December 15, 2024, the holders of the convertible senior notes due 2025 may convert their notes only under the following circumstances:
−Removed: the sale price of Vishay common stock reaches 130 % of the conversion price for a specified period;
−Removed: (2) the trading price of the notes
−Removed: falls below 98 % of the product of the sale price of Vishay's common stock and the conversion rate for a specified period;
−Removed: the occurrence of specified corporate transactions.
−Removed: The convertible senior notes due 2025 are not currently convertible.
−Removed: Upon conversion of the convertible senior notes due 2025, Vishay will satisfy its conversion obligations by paying $1 cash per $1 principal amount of
−Removed: converted notes and settle any additional amounts due in common stock.
−Removed: The quarterly cash dividend program of the Company results in adjustments to the conversion rate and effective conversion price for the convertible
−Removed: senior notes due 2025 effective as of the ex-dividend date of each cash dividend.
−Removed: 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
−Removed: exceed $ 0.085 per share of common stock.
Credit Facility
9 unchanged sentences
Borrowings in foreign currency bear interest at a local reference rate plus an interest margin.
−Removed: The applicable interest margin is based on Vishay's total leverage
−Removed: Based on Vishay's current total leverage ratio, borrowings bear interest at SOFR plus 1.60 %, including the applicable
−Removed: credit spread.
−Removed: Vishay also pays a commitment fee, also based on its total leverage ratio, on undrawn amounts.
+Added: The applicable interest margin is based on Vishay's total leverage ratio.
+Added: Based on Vishay's
+Added: current total leverage ratio, borrowings bear interest at SOFR plus 1.60 %, including the applicable credit spread.
+Added: 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.
1 unchanged sentence
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.
−Removed: The Company must maintain a net leverage ratio of at least 3.25
−Removed: 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).
+Added: The Company must maintain a net leverage ratio of at least 3.25 to 1.00.
+Added: Permitted investments and restricted payments are also subject to a pro forma net leverage ratio ( 2.75
+Added: 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.
+Added: Convertible Debt Instruments
+Added: Convertible Senior Notes due 2030
+Added: In September 2023, the Company issued $ 750,000
+Added: aggregate principal amount of 2.25% convertible senior notes due 2030 (the “2030 Notes”) to qualified institutional buyers pursuant to an exemption from registration provided by Rule 144A under the Securities Act.
+Added: The Company used the net
+Added: proceeds from this offering to repurchase $ 370,242 principal amount of its outstanding 2.25% convertible senior notes due 2025
+Added: (the “2025 Notes”) (as further described below), to reduce the outstanding balance of its Amended and Restated Credit Facility, to enter into capped call transactions (as further described below), and for other general corporate purposes.
+Added: The 2030 Notes bear interest at a rate of 2.25 %
+Added: per year payable semi-annually in arrears on March 15 and September 15 of each year, beginning March 15, 2024.
+Added: The 2030 Notes mature on September 15, 2030 , unless earlier repurchased or converted.
+Added: The 2030 Notes are convertible into shares of Vishay common stock at an initial conversion rate of 33.1609 shares of common stock per $1 principal amount of the notes, subject to adjustment.
+Added: This initial conversion price represents a premium of 20% to the closing
+Added: price of Vishay's common stock on September 7, 2023, which was $ 25.13 per share.
+Added: This represents an initial effective conversion
+Added: price of approximately $ 30.16 per share.
+Added: The conversion rate of the 2030 Notes is not adjusted for quarterly cash dividends
+Added: equal to or less than $ 0.10 per share of common stock.
+Added: Pursuant to the indenture governing the 2030 Notes, the Company is
+Added: required to satisfy its conversion obligations by paying cash equal to the principal amount of notes and settle any additional value in cash and/or shares at its discretion.
+Added: Vishay must provide additional shares upon conversion if there is
+Added: a "fundamental change" in the business as defined in the indenture governing the notes.
+Added: CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
+Added: thousands, except per share amounts)
+Added: The Company may not redeem the 2030 Notes prior to September 20, 2027 .
+Added: The Company may redeem for cash all or part of the 2030 Notes, at its option, on or after September 20, 2027, if the sale price of Vishay’s common stock has been at least 130 % of the conversion price for a specified period at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid
+Added: If the Company elects to redeem fewer than all of the outstanding 2030 Notes, at least $ 100,000 aggregate principal amount
+Added: of 2030 Notes must be outstanding and not subject to redemption.
+Added: Prior to March 15, 2030 , the holders of
+Added: the 2030 Notes may convert their notes only under the following conditions:
+Added: (1) the sale price of Vishay common stock reaches 130 % of
+Added: the applicable conversion price for a specified period during any fiscal quarter commencing after the fiscal quarter ending on December 31, 2023;
+Added: (2) the trading price of the notes falls below 98 % of the product of the last reported sale price of Vishay’s common stock and the conversion rate for a specified period;
+Added: (3) the Company calls any or all of the 2030 Notes
+Added: for redemption;
+Added: or (4) upon the occurrence of specified corporate transactions.
+Added: Capped Call Transactions
+Added: In September 2023, in connection with the pricing and initial
+Added: purchasers’ exercise in full of their option to purchase additional 2030 Notes, the Company entered into separate base and additional privately negotiated capped call transactions with an affiliate of an initial purchaser and certain other
+Added: financial institutions.
+Added: The capped call will initially cover, subject to customary anti-dilution adjustments, the aggregate number of shares of the Company’s common stock that initially underlie the 2030 Notes.
+Added: The Company used $ 94,200 of the net proceeds from the 2030 Notes to pay the cost of the capped call transactions.
+Added: The cap price of the capped call will initially
+Added: be $ 43.98 per share , which represents a premium of approximately 75% over the last reported sale price of the Company’s
+Added: common stock on September 7, 2023, and is subject to certain adjustments under the terms of the capped call.
+Added: The capped call transactions are separate transactions entered into by the Company with each of the capped call counterparties, are not part of the
+Added: terms of the 2030 Notes, and do not affect any holder’s rights under the 2030 Notes.
+Added: Holders of the 2030 Notes do not have any rights with respect to the capped call.
+Added: The capped call is classified within stockholders’ equity on the
+Added: consolidated condensed balance sheet.
+Added: Convertible Senior Notes due 2025
+Added: The Company used $ 386,745 of the net
+Added: proceeds from the offering of the 2030 Notes to repurchase $ 370,242 principal amount of its outstanding 2025 Notes.
+Added: As a result, the
+Added: Company recognized a loss on early extinguishment of the 2025 Notes of $ 18,874 , including the write-off of a portion of unamortized
+Added: debt issuance costs.
+Added: Prior to December 15, 2024, the holders of the convertible senior notes due 2025 may convert their notes only under the following circumstances:
+Added: the sale price of Vishay common stock reaches 130 % of the conversion price for a specified period;
+Added: (2) the trading price of the
+Added: notes falls below 98 % of the product of the sale price of Vishay's common stock and the conversion rate for a specified period;
+Added: (3) upon the occurrence of specified corporate transactions.
+Added: The convertible senior notes due 2025 are not currently convertible.
+Added: Upon conversion of the convertible senior notes due 2025, Vishay will satisfy its conversion obligations by paying $1 cash per $1 principal amount of
+Added: converted notes and settle any additional amounts due in common stock.
+Added: The quarterly cash dividend program of the Company results in adjustments to the conversion rate and effective conversion price for the convertible
+Added: senior notes due 2025 effective as of the ex-dividend date of each cash dividend.
+Added: The conversion rate and effective conversion price for the convertible senior notes due 2025 is adjusted for quarterly cash dividends to the extent such
+Added: dividends exceed $ 0.085 per share of common stock.
+Added: The following table summarizes some key facts and terms regarding the outstanding convertible senior notes as of September 30, 2023:
+Added: Issuance date
+Added: June 12, 2018
+Added: September 12, 2023
+Added: Maturity date
+Added: June 15, 2025
+Added: September 15, 2030
+Added: Principal amount as of September 30, 2023
+Added: Cash coupon rate (per annum)
+Added: Conversion rate (per $1 principal amount)
+Added: Effective conversion price (per share)
+Added: 130% of the current effective conversion price (per share)
NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1 unchanged sentence
Note 6 – Stockholders' Equity
−Removed: In 2022, the Company's Board of Directors adopted a Stockholder Return Policy that
−Removed: will remain in effect until such time as the Board votes to amend or rescind the policy.
−Removed: The Stockholder Return Policy calls for the Company to return a prescribed amount of cash flows on an annual basis.
−Removed: The Company intends to return such
−Removed: amounts directly, in the form of dividends, or indirectly, in the form of stock repurchases.
+Added: 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.
+Added: The Stockholder
+Added: Return Policy calls for the Company to return a prescribed amount of cash flows on an annual basis.
+Added: 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
−Removed: Six fiscal months ended
+Added: Nine fiscal months ended
+Added: September 30, 2023
+Added: October 1, 2022
+Added: September 30, 2023
+Added: October 1, 2022
Dividends paid to stockholders
1 unchanged sentence
The repurchased shares are being held as treasury stock.
−Removed: 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.
+Added: The number of shares of common stock being held as treasury stock was 6,634,442 and 4,240,573 as of September 30, 2023 and December 31, 2022, respectively.
Note 7 – Revenue Recognition
1 unchanged sentence
Fiscal quarters ended
−Removed: Six fiscal months ended
+Added: Nine fiscal months ended
+Added: September 30, 2023
+Added: October 1, 2022
+Added: September 30, 2023
+Added: October 1, 2022
Beginning balance
11 unchanged sentences
Net other comprehensive income (loss)
−Removed: Balance at July 1, 2023
+Added: Balance at September 30, 2023
Reclassifications of pension and other post-retirement actuarial items out of AOCI are included in the computation of net periodic benefit cost.
9 unchanged sentences
Defined Benefit Pension Plans
−Removed: 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:
+Added: The following table shows the components of the net periodic pension cost for the third fiscal quarters of 2023 and 2022 for the Company’s defined benefit pension plans:
Fiscal quarter ended
+Added: September 30, 2023
Fiscal quarter ended
+Added: October 1, 2022
Net service cost
5 unchanged sentences
Net periodic benefit cost
−Removed: 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:
−Removed: Six fiscal months ended
−Removed: Six fiscal months ended
+Added: The following table shows the components of the net periodic pension cost for the nine fiscal months ended September 30, 2023 and October 1, 2022 for the Company’s defined benefit pension plans:
+Added: Nine fiscal months ended
+Added: September 30, 2023
+Added: Nine fiscal months ended
+Added: October 1, 2022
Net service cost
8 unchanged sentences
Other Postretirement Benefits
−Removed: 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:
+Added: The following table shows the components of the net periodic benefit cost for the third fiscal quarters of 2023 and 2022 for the Company’s other postretirement benefit plans:
Fiscal quarter ended
+Added: September 30, 2023
Fiscal quarter ended
+Added: October 1, 2022
Interest cost
1 unchanged sentence
Net periodic benefit cost
−Removed: 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:
−Removed: Six fiscal months ended
−Removed: Six fiscal months ended
+Added: The following table shows the components of the net periodic pension cost for the nine fiscal months ended September 30, 2023 and October 1, 2022 for the Company’s other postretirement benefit plans:
+Added: Nine fiscal months ended
+Added: September 30, 2023
+Added: Nine fiscal months ended
+Added: October 1, 2022
Interest cost
8 unchanged sentences
Stockholders on May 23, 2023.
−Removed: The 2023 Plan allows the Company to grant up to 6,000,000 shares (subject to certain adjustments described
−Removed: 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
−Removed: the Company and its affiliates.
+Added: The 2023 Plan allows the Company to grant up to 6,000,000 shares (subject to certain adjustments
+Added: 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
+Added: providers of the Company and its affiliates.
Such instruments are available for grant until March 24, 2033 .
−Removed: The Company granted approximately 733,000 time-vested restricted stock units to employees in the second fiscal quarter of 2023.
+Added: The Company has granted
+Added: approximately 740,000 time-vested restricted stock units to employees pursuant to the 2023 Plan.
2007 Stock Incentive Program
2 unchanged sentences
No further awards will be granted pursuant to the 2007 Program.
−Removed: 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
−Removed: 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
−Removed: pursuant to the 2007 Program may become available for issuance under the 2023 Plan.
−Removed: A total of 1,294,546 shares of common stock were
−Removed: subject to awards granted pursuant to the 2007 Program as of May 23, 2023.
+Added: 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
+Added: 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
+Added: awards granted pursuant to the 2007 Program may become available for issuance under the 2023 Plan.
+Added: A total of 1,294,546 shares of
+Added: 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
−Removed: Six fiscal months ended
+Added: Nine fiscal months ended
+Added: September 30, 2023
+Added: October 1, 2022
+Added: September 30, 2023
+Added: October 1, 2022
Restricted stock units
Phantom stock units
−Removed: The following table summarizes unrecognized compensation cost and the weighted average remaining amortization periods at July 1, 2023 (amortization periods in years) :
+Added: The following table summarizes unrecognized compensation cost and the weighted average remaining amortization periods at September 30, 2023 (amortization periods in years) :
Restricted stock units
Phantom stock units
−Removed: 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
−Removed: be recognized.
+Added: 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
+Added: to be recognized.
NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1 unchanged sentence
Restricted Stock Units
−Removed: RSU activity under the Company's stock incentive programs as of July 1, 2023
−Removed: and changes during the six fiscal months then ended are presented below (number of RSUs in thousands) :
+Added: RSU activity under the Company's stock incentive programs as of September 30, 2023
+Added: and changes during the nine fiscal months then ended are presented below (number of RSUs in thousands) :
Fair Value per
1 unchanged sentence
Cancelled or forfeited
−Removed: Outstanding at July 1, 2023
−Removed: Expected to vest at July 1, 2023
+Added: Outstanding at September 30, 2023
+Added: Expected to vest at September 30, 2023
* Employees in certain countries are granted equity-linked awards that will be settled in cash and are accounted for as liability
2 unchanged sentences
** The number of RSUs vested includes shares that the Company withheld on behalf of employees to satisfy the statutory tax withholding requirements.
−Removed: 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
−Removed: of market conditions to certain executive officers.
−Removed: 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
−Removed: is assessed regardless of whether the market condition is ultimately achieved.
−Removed: 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
−Removed: established target and maximum levels.
−Removed: RSUs with performance-based and market-based vesting criteria are expected to vest as follows (number of RSUs in thousands) :
+Added: In addition to RSUs that vest based upon satisfaction of service or performance conditions, in 2023, the Company granted RSUs that vest based upon
+Added: achievement of market conditions to certain executive officers.
+Added: 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
+Added: the condition is assessed regardless of whether the market condition is ultimately achieved.
+Added: The number of performance-based RSUs that are scheduled to vest increases ratably based on the achievement of defined performance and market criteria
+Added: between the established target and maximum levels.
+Added: RSUs with performance-based and market-based vesting criteria are expected to vest as follows (number
+Added: of RSUs in thousands) :
January 1, 2024
2 unchanged sentences
Phantom Stock Units
−Removed: Phantom stock unit activity as of July 1, 2023
−Removed: and changes during the six fiscal months then ended are presented below (number of phantom stock units in thousands) :
+Added: Phantom stock unit activity as of September 30, 2023
+Added: and changes during the nine fiscal months then ended are presented below (number of phantom stock units in thousands) :
Fair Value per
2 unchanged sentences
Redeemed for common stock*
−Removed: Outstanding at July 1, 2023
+Added: Outstanding at September 30, 2023
* The number of phantom stock units redeemed for common stock includes shares that the Company withheld on
6 unchanged sentences
Corporate / Other*
−Removed: Fiscal quarter ended July 1, 2023 :
+Added: Fiscal quarter ended September 30, 2023 :
Segment Operating Income
−Removed: Fiscal quarter ended July 2, 2022 :
+Added: Fiscal quarter ended October 1, 2022 :
Segment Operating Income
−Removed: Six fiscal months ended July 1, 2023 :
+Added: Nine fiscal months ended September 30, 2023 :
Segment Operating Income
−Removed: Six fiscal months ended July 2, 2022 :
+Added: Nine fiscal months ended October 1, 2022 :
Segment Operating Income
1 unchanged sentence
Fiscal quarters ended
−Removed: Six fiscal months ended
+Added: Nine fiscal months ended
+Added: September 30, 2023
+Added: October 1, 2022
+Added: September 30, 2023
+Added: October 1, 2022
Reconciliation:
10 unchanged sentences
Fiscal quarters ended
−Removed: Six fiscal months ended
+Added: Nine fiscal months ended
+Added: September 30, 2023
+Added: October 1, 2022
+Added: September 30, 2023
+Added: October 1, 2022
EMS companies
2 unchanged sentences
Fiscal quarters ended
−Removed: Six fiscal months ended
+Added: Nine fiscal months ended
+Added: September 30, 2023
+Added: October 1, 2022
+Added: September 30, 2023
+Added: October 1, 2022
Total Revenue
3 unchanged sentences
Fiscal quarters ended
−Removed: Six fiscal months ended
+Added: Nine fiscal months ended
+Added: September 30, 2023
+Added: October 1, 2022
+Added: September 30, 2023
+Added: October 1, 2022
Military and Aerospace
8 unchanged sentences
Fiscal quarters ended
−Removed: Six fiscal months ended
+Added: Nine fiscal months ended
+Added: September 30, 2023
+Added: October 1, 2022
+Added: September 30, 2023
+Added: October 1, 2022
Net earnings attributable to Vishay stockholders
13 unchanged sentences
Fiscal quarters ended
−Removed: Six fiscal months ended
+Added: Nine fiscal months ended
+Added: September 30, 2023
+Added: October 1, 2022
+Added: September 30, 2023
+Added: October 1, 2022
Restricted stock units
If the average market price of Vishay common stock is less than the effective
−Removed: 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.
−Removed: Upon Vishay exercising its existing right to legally amend the indenture
−Removed: 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.
−Removed: Accordingly, the notes are
−Removed: 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.
+Added: conversion prices of the convertible senior notes due 2025 and due 2030, respectively, no shares are included in the diluted earnings per share computation for the convertible senior notes due 2025 and due 2030.
+Added: Upon Vishay exercising its existing
+Added: 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
+Added: common stock.
+Added: Pursuant to the indenture governing the convertible senior notes due 2030, Vishay will satisfy its conversion obligations by paying $1 cash per $1
+Added: principal amount of converted notes and settle any additional amounts due in cash and/or common stock.
+Added: Accordingly, the convertible senior notes due 2025 and due 2030 are not anti-dilutive when t he average market price of Vishay common stock is less than the respective effective conversion prices of the convertible senior notes due 2025 and due 2030.
+Added: In connection with the issuance of the convertible senior notes due 2030, the Company entered into capped call transactions (see Note 5), which were not
+Added: included in the calculation of diluted earnings per share as their effect would have been anti-dilutive.
+Added: The capped calls are intended to reduce the potential dilution to the Company's common stock in the event that at the time of conversion of the convertible senior notes due 2030 the Company's common stock price exceeds the conversion price of the convertible senior notes due 2030.
NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
2 unchanged sentences
The following table provides the financial assets and liabilities carried at fair value measured on a recurring basis:
+Added: September 30, 2023
Assets held in rabbi trusts
23 unchanged sentences
The inventory of
−Removed: precious metals bullion in excess of its immediate manufacturing needs was not material at July 1, 2023.
+Added: precious metals bullion in excess of its immediate manufacturing needs was not material at September 30, 2023.
The Company may be required to make certain contingent payments to non-employee equity holders of MaxPower pursuant to the acquisition agreement, which
4 unchanged sentences
3 measurement within the fair value hierarchy.
−Removed: 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,
+Added: The fair value of the long-term debt, excluding the derivative liabilities and deferred financing costs, at September 30, 2023 and December 31, 2022 is approximately $ 831,400 and $ 491,100 , respectively,
compared to its carrying value, excluding the deferred financing costs, of $ 845,102 and $ 507,344 , respectively.
3 unchanged sentences
(dollars in thousands, except per share amounts)
−Removed: 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
+Added: At September 30, 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;
10 unchanged sentences
Interest on the securities is recognized as interest income when earned.
−Removed: 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
+Added: At September 30, 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.
5 unchanged sentences
in the consolidated condensed balance sheets approximate their fair values.
+Added: Note 14 - Subsequent Events
+Added: On November 8, 2023 , Vishay and Nexperia
+Added: BV announced that they have entered into an agreement whereby Vishay will acquire Nexperia’s wafer fabrication facility and operations located in Newport, South Wales, U.K.
+Added: for approximately $ 177,000 in cash, subject to customary post-closing adjustments.
+Added: To effect the transaction, Vishay will acquire a 100 %
+Added: interest in the legal entity Neptune 6 Limited , and its wholly-owned operating subsidiary, Nexperia Newport Limited, which owns and
+Added: operates the Newport facility.
+Added: The closing of the transaction is subject to U.K.
+Added: government review, the purchase rights of a third party, and customary closing conditions, and is expected
+Added: to occur in the first quarter of 2024.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.