What changed in this filing

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Item 1. Financial Statements

2024-08-07 compared with 2024-05-08 · 233 added, 140 removed, 397 unchanged (48% of the section changed)

2 unchanged sentences

Consolidated Condensed Balance Sheets

(In thousands)

March 30, 2024

(Unaudited - In thousands)

June 29, 2024

December 31, 2023

21 unchanged sentences

Consolidated Condensed Balance Sheets (continued)

(In thousands)

March 30, 2024

(Unaudited - In thousands)

June 29, 2024

December 31, 2023

27 unchanged sentences

Fiscal quarters ended

March 30, 2024

April 1, 2023

June 29, 2024

Costs of products sold

18 unchanged sentences

Fiscal quarters ended

March 30, 2024

April 1, 2023

June 29, 2024

Other comprehensive income (loss), net of tax

7 unchanged sentences

VISHAY INTERTECHNOLOGY, INC.

Consolidated Condensed Statements of Operations

(Unaudited - In thousands, except per share amounts)

Six fiscal months ended

June 29, 2024

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)

Six fiscal months ended

June 29, 2024

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 Cash Flows

(Unaudited - In thousands)

Three fiscal months ended

March 30, 2024

April 1, 2023

Six fiscal months ended

June 29, 2024

Operating activities

5 unchanged sentences

Stock compensation expense

Change in U.S.

transition tax liability

Change in repatriation tax liability

Net change in operating assets and liabilities

3 unchanged sentences

Proceeds from sale of property and equipment

Purchase of business, net of cash acquired

Purchase of businesses, net of cash acquired

Purchase of short-term investments

4 unchanged sentences

Net proceeds on revolving credit facility

Debt issuance costs

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

8 unchanged sentences

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

Class B Convertible Common Stock

Capital in Excess of Par Value

Retained Earnings

Excess of Par

Treasury Stock

Accumulated Other Comprehensive Income (Loss)

Total Vishay Stockholders' Equity

Noncontrolling Interests

Comprehensive

Income (Loss)

Stockholders'

Noncontrolling

Balance at December 31, 2022

Other comprehensive income (loss)

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

Dividends declared ($ 0.10 per share)

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

Dividends declared ($ 0.10

Stock compensation expense

1 unchanged sentence

Balance at April 1, 2023

Other comprehensive income (loss)

Distributions to noncontrolling interests

Dividends declared ($ 0.10

Stock compensation expense

Repurchase of common stock held in treasury ( 847,202 shares)

Balance at July 1, 2023

Balance at December 31, 2023

Other comprehensive income (loss)

Issuance of stock and related tax withholdings for vested restricted stock units ( 371,055 shares)

Dividends declared ($ 0.10

Stock compensation expense

Repurchase of common stock held in treasury ( 565,420 shares)

Balance at March 30, 2024

Other comprehensive income (loss)

Issuance of stock and related tax withholdings for vested restricted stock units and phantom stock units ( 19,809 shares)

2 unchanged sentences

Repurchase of common stock held in treasury ( 554,587 shares)

Balance at March 30, 2024

Balance at June 29, 2024

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, 2023.

results of operations for the three fiscal months ended March 30, 2024 are not necessarily indicative of the results to be expected for the full year.

results of operations for the fiscal quarter and six fiscal months ended June 29, 2024 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,

5 unchanged sentences

Certain prior period amounts have been reclassified to conform to the current financial statement presentation.

Note 2 – Acquisition Activities

Note 2 – Acquisition

As part of its growth strategy, the Company seeks to expand through targeted acquisitions of other manufacturers of electronic

3 unchanged sentences

On March 5, 2024 ,

Vishay acquired Nexperia’s wafer fabrication facility and operations located in Newport, South Wales, U.K.

for $ 177,366 in cash, net of

cash acquired and subject to customary post-closing adjustments.

The transaction included contingent payments of up to $ 15,000 , held in

escrow pending receipt of an export license.

The wafer fabrication facility is located on 28 acres and is an automotive-certified, 200mm semiconductor wafer fab with capacity to produce more than 30,000 wafers per month.

See Note 13 for further

discussion on the fair value measurement of the contingent consideration liability.

the Company acquired Nexperia’s wafer fabrication facility and operations located in Newport, South Wales, U.K.

for $ 177,457 in cash, net

of cash acquired.

The transaction included contingent payments of up to $ 15,000 , held in escrow pending receipt of an export license.

wafer fabrication facility is located on 28 acres and is an automotive-certified, 200mm semiconductor wafer fab with capacity to produce more than 30,000 wafers per month.

See Note 13 for further discussion on the fair value measurement of the

contingent consideration liability.

The transaction was funded by Vishay with cash on-hand.

10 unchanged sentences

The acquired assets and liabilities are included in the MOSFETs segment.

There were no other material changes to

goodwill or segment assets since December 31, 2023.

The weighted average useful lives for customer relationships is 3 years.

The weighted average useful lives for

customer relationships is 3 years.

The goodwill associated with this transaction is not deductible for income tax purposes.

The preliminary purchase price

allocation is pending finalization of appraisals for property and equipment and intangible assets and finalization of a working capital adjustment.

There can be no assurance that the estimated amounts recorded represent the final purchase price

The preliminary purchase price allocation is pending finalization of appraisals for property and equipment and intangible

There can be no assurance that the estimated amounts recorded represent the final purchase price allocation.

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

The Company recognized $ 2,984 of acquisition costs classified as a component of selling, general, and administrative expenses.

These costs were recognized in the third and fourth fiscal quarters of 2023 and first

fiscal quarter of 2024.

The Company recognized $ 2,984

of acquisition costs classified as a component of selling, general, and administrative expenses.

These costs were recognized in the third and fourth fiscal quarters of 2023 and first fiscal quarter of 2024.

The results and operations of this acquisition have been included in the MOSFETs segment since March 5, 2024.

inclusion of this acquisition did not have material impact on the MOSFETs segment's or the Company's consolidated results.

Ametherm, Inc.

On June 5, 2024 , the Company acquired all of the outstanding equity interests of Ametherm, Inc.

, a Carson City, Nevada-based manufacturer of inrush current limiting solutions and power thermistors, for $ 31,478 in cash, net of cash acquired.

Based on a preliminary estimate of fair values, the Company allocated $ 17,000 of the purchase price to definite-lived intangible assets.

After allocating the purchase price to assets acquired and liabilities assumed based on an estimation of their

fair values at the date of acquisition, the Company recorded goodwill of $ 11,710 related to this acquisition.

The goodwill related to this

acquisition is included in the Resistors reporting unit for goodwill impairment testing.

The results and operations of this acquisition have been included in the Resistors segment since June 5, 2024.

MaxPower Semiconductor, Inc.

4 unchanged sentences

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.

March 30, 2024, the contingent payments upon favorable resolution of certain technology licensing matters with a third party and upon the disposition of MaxPower's investment in an equity affiliate have been resolved.

The Company's estimate of the

maximum possible contingent payments is $ 17,500 .

See Note 13 for further discussion on the fair value measurement of the contingent

consideration liability.

June 29, 2024, the contingent payments upon favorable resolution of certain technology licensing matters with a third party and upon the disposition of MaxPower's investment in an equity affiliate have been resolved.

Additionally, $ 2,500 has been paid upon the achievement of the first technology milestone.

The Company's estimate of the maximum possible contingent payments

remaining is now $ 15,000 .

See Note 13 for further discussion on the fair value measurement of the contingent consideration liability.

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

March 30, 2024

June 29, 2024

December 31, 2023

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

March 30, 2024

April 1, 2023

Six fiscal months ended

June 29, 2024

Lease expense

3 unchanged sentences

Total lease expense

The Company paid $ 7,540 and $ 7,199 for its operating leases in the three

fiscal months ended March 30, 2024 and April 1, 2023, respectively, which are included in operating cash flows on the consolidated condensed statements of cash flows.

The Company paid $ 14,801 and $ 13,966 for its operating leases in the six

fiscal months ended June 29, 2024 and July 1, 2023, 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 8.8 years and the weighted-average discount rate is 6.5 %

as of March 30, 2024.

as of June 29, 2024.

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

March 30, 2024

2024 (excluding the three fiscal months ended March 30, 2024)

June 29, 2024

2024 (excluding the six fiscal months ended June 29, 2024)

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

5 unchanged sentences

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

The effective tax rates for the periods ended March 30, 2024 and April 1, 2023

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

The effective tax rates for the periods ended June 29, 2024 and July 1, 2023 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.

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.

In December 2021, the Organization for Economic Co-operation and Development (“OECD”) issued model rules for a new global minimum tax (“Pillar Two”).

4 unchanged sentences

continuing to monitor and assess the impacts of Pillar Two rules set to take effect in 2025, such as the under-taxed profits rule.

During the three fiscal months ended March 30, 2024,

the liabilities for unrecognized tax benefits did no t materially change.

The Company repatriated $ 120,000 of

accumulated earnings to the United States in the second fiscal quarter of 2024 and paid withholding taxes, in Israel, of $ 15,000 .

withholding tax expense for the repatriation was recorded in prior years.

During the six fiscal months ended June 29, 2024,

the liabilities for unrecognized tax benefits decreased $ 729 on a net basis, primarily due to statute expirations, partially offset by

accruals for the current period.

Note 5 – Long-Term Debt

Long-term debt consists of the following:

March 30, 2024

June 29, 2024

December 31, 2023

4 unchanged sentences

Less current portion

The following table summarizes some key facts and terms regarding the outstanding convertible senior notes as of March 30, 2024:

The following table summarizes some key facts and terms regarding the outstanding convertible senior notes as of June 29, 2024:

Issuance date

4 unchanged sentences

September 15, 2030

Principal amount as of March 30, 2024

Principal amount as of June 29, 2024

Cash coupon rate (per annum)

2 unchanged sentences

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

*As the Company has the intent and ability to refinance its convertible senior notes due 2025 (the "2025 Notes") upon maturity using its revolving credit facility, the 2025 Notes remain

classified as long-term liabilities.

financing costs are recognized as non-cash interest expense.

Non-cash interest expense was $ 1,213 and $ 818 for the fiscal quarters ended March 30, 2024 and April 1, 2023, respectively.

Non-cash interest expense was $ 1,213 and $ 2,426 for the fiscal quarter and six fiscal months ended June 29, 2024, respectively, and $ 820 and $ 1,638 for the fiscal quarter and six fiscal months ended

July 1, 2023, respectively.

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

1 unchanged sentence

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.

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

March 30, 2024

April 1, 2023

Six fiscal months ended

June 29, 2024

Dividends paid to stockholders

1 unchanged sentence

The repurchased shares are being held as treasury stock.

The number of shares of common stock being held as treasury stock was 8,101,301 and 7,535,881 as of March 30, 2024 and December 31, 2023, respectively.

The number of shares of common stock being held as treasury stock was 8,655,888 and 7,535,881 as of June 29, 2024 and December 31, 2023, respectively.

Note 7 – Revenue Recognition

1 unchanged sentence

Fiscal quarters ended

March 30, 2024

April 1, 2023

Six fiscal months ended

June 29, 2024

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 March 30, 2024

Balance at June 29, 2024

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 first fiscal quarters of 2024 and 2023 for the Company’s defined benefit pension plans:

The following table shows the components of the net periodic pension cost for the second fiscal quarters of 2024 and 2023 for the Company’s defined benefit pension plans:

Fiscal quarter ended

March 30, 2024

June 29, 2024

Fiscal quarter ended

April 1, 2023

Net service cost

5 unchanged sentences

Net periodic benefit cost

The following table shows the components of the net periodic pension cost for the six fiscal months ended June 29, 2024 and July 1, 2023 for the Company’s defined benefit pension plans:

Six fiscal months ended

June 29, 2024

Six fiscal months ended

Net service cost

Interest cost

Expected return on plan assets

Amortization of prior service cost

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