3 unchanged sentences
(Unaudited - In thousands)
−Removed: June 29, 2024
+Added: September 28, 2024
December 31, 2023
22 unchanged sentences
(Unaudited - In thousands)
−Removed: June 29, 2024
+Added: September 28, 2024
December 31, 2023
18 unchanged sentences
Treasury stock (at cost)
−Removed: Accumulated other comprehensive income (loss)
+Added: Accumulated other comprehensive income
Total Vishay stockholders' equity
6 unchanged sentences
Fiscal quarters ended
−Removed: June 29, 2024
+Added: September 28, 2024
+Added: September 30, 2023
Costs of products sold
Selling, general, and administrative expenses
−Removed: Operating income
+Added: Restructuring and severance costs
+Added: Operating income (loss)
Other income (expense):
Interest expense
+Added: Loss on early extinguishment of debt
Total other income (expense)
−Removed: Income before taxes
−Removed: Income tax expense
−Removed: net earnings attributable to noncontrolling interests
−Removed: Net earnings attributable to Vishay stockholders
−Removed: Basic earnings per share attributable to Vishay stockholders
−Removed: Diluted earnings per share attributable to Vishay stockholders
+Added: Income (loss) before taxes
+Added: Income tax expense (benefit)
+Added: Net earnings (loss)
+Added: net earnings (loss) attributable to noncontrolling interests
+Added: Net earnings (loss) attributable to Vishay stockholders
+Added: Basic earnings (loss) per share attributable to Vishay stockholders
+Added: Diluted earnings (loss) per share attributable to Vishay stockholders
Weighted average shares outstanding - basic
6 unchanged sentences
Fiscal quarters ended
−Removed: June 29, 2024
+Added: September 28, 2024
+Added: September 30, 2023
+Added: Net earnings (loss)
Other comprehensive income (loss), net of tax
9 unchanged sentences
(Unaudited - In thousands, except per share amounts)
−Removed: Six fiscal months ended
−Removed: June 29, 2024
+Added: Nine fiscal months ended
+Added: September 28, 2024
+Added: September 30, 2023
Costs of products sold
Selling, general, and administrative expenses
+Added: Restructuring and severance costs
Operating income
1 unchanged sentence
Interest expense
+Added: Loss on early extinguishment of debt
Total other income (expense)
12 unchanged sentences
(Unaudited - In thousands)
−Removed: Six fiscal months ended
−Removed: June 29, 2024
+Added: Nine fiscal months ended
+Added: September 28, 2024
+Added: September 30, 2023
Other comprehensive income (loss), net of tax
9 unchanged sentences
(Unaudited - In thousands)
−Removed: Six fiscal months ended
−Removed: June 29, 2024
+Added: Nine fiscal months ended
+Added: September 28, 2024
+Added: September 30, 2023
Operating activities
5 unchanged sentences
Stock compensation expense
+Added: Loss on early extinguishment of debt
Change in U.S.
1 unchanged sentence
Change in repatriation tax liability
−Removed: Net change in operating assets and liabilities
+Added: Net change in operating assets and liabilities, net of effects of businesses acquired
Net cash provided by operating activities
8 unchanged sentences
Financing activities
−Removed: Net proceeds on revolving credit facility
−Removed: Debt issuance costs
+Added: Proceeds from long-term borrowings
+Added: Repurchase of convertible senior notes due 2025
+Added: Net payments on revolving credit facility
+Added: Debt issuance and amendment costs
+Added: Cash paid for capped call
Dividends paid to common stockholders
25 unchanged sentences
Balance at April 1, 2023
−Removed: Other comprehensive income (loss)
+Added: Other comprehensive income
Distributions to noncontrolling interests
3 unchanged sentences
Balance at July 1, 2023
−Removed: Balance at December 31, 2023
Other comprehensive income (loss)
3 unchanged sentences
Repurchase of common stock held in treasury ( 630,446 shares)
−Removed: Balance at March 30, 2024
+Added: Capped call transactions, net of tax
+Added: Balance at September 30, 2023
+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
+Added: Balance at December 31, 2023
Other comprehensive income (loss)
−Removed: Issuance of stock and related tax withholdings for vested restricted stock units and phantom stock units ( 19,809 shares)
+Added: Issuance of stock and related tax withholdings for vested restricted stock units ( 371,055 shares)
Dividends declared ($ 0.10 per share)
1 unchanged sentence
Repurchase of common stock held in treasury ( 565,420 shares)
+Added: Balance at March 30, 2024
+Added: Other comprehensive income (loss)
+Added: Issuance of stock and related tax withholdings for vested restricted stock units ( 19,809 shares)
+Added: Dividends declared ($ 0.10
+Added: Stock compensation expense
+Added: Repurchase of common stock held in treasury ( 554,587 shares)
Balance at June 29, 2024
+Added: Net earnings (loss)
+Added: Other comprehensive income (loss)
+Added: Issuance of stock and related tax withholdings for vested restricted stock units ( 4,149 shares)
+Added: Dividends declared ($ 0.10
+Added: Stock compensation expense
+Added: Repurchase of common stock held in treasury ( 577,325 shares)
+Added: Balance at September 28, 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.
−Removed: 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.
+Added: results of operations for the fiscal quarter and nine fiscal months ended September 28, 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,
33 unchanged sentences
The goodwill associated with this transaction is not deductible for income tax purposes.
−Removed: The preliminary purchase price allocation is pending finalization of appraisals for property and equipment and intangible
−Removed: There can be no assurance that the estimated amounts recorded represent the final purchase price allocation.
+Added: The preliminary purchase price allocation is pending finalization of tax filings.
+Added: There can be no assurance that the
+Added: estimated amounts recorded represent the final purchase price allocation.
NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
25 unchanged sentences
See Note 15 for further discussion on the fair value measurement of the contingent consideration liability.
+Added: Subsequent Event
+Added: On November 5, 2024 the Company entered into definitive agreements to acquire Birkelbach Kondensatortechnik GmbH and certain
+Added: related assets (“Birkelbach”) for approximately € 17,000 ($ 18,500 ).
+Added: The all-cash transaction is expected to close before December 31, 2024, subject to satisfaction of customary closing conditions.
+Added: Based in Erndtebrueck, Germany, Birkelbach is a manufacturer of metalized technical films for capacitor
+Added: Vishay is a major customer of Birkelbach, and the acquired business will be vertically integrated into Vishay’s Capacitors segment.
+Added: The goodwill related to this acquisition will be included in the Capacitors reporting unit for
+Added: goodwill impairment testing.
+Added: Note 3 – Goodwill and Other Intangible Assets
+Added: Goodwill represents the excess of the cost of businesses acquired over the fair value of the related net assets at the date of acquisition.
+Added: Goodwill is not amortized but
+Added: rather is tested for impairment at least annually.
+Added: These tests are performed more frequently whenever events or changes in circumstances indicate that the assets might be impaired.
+Added: The Company performs its annual goodwill impairment test as
+Added: of the first day of the fourth fiscal quarter.
+Added: During the third fiscal quarter of 2024, the Company identified the decrease in its share price in combination with the increase in the book value of its assets as a result of its acquisition and
+Added: capital spending activities as potential indicators of impairment requiring an interim goodwill impairment test.
+Added: The interim goodwill impairment test was performed as of September 28, 2024.
+Added: level 3 inputs, the Company performed a quantitative assessment of each of its business segments, which represent its reporting units for goodwill impairment testing purposes.
+Added: The assessment was performed using a weighting of the income and
+Added: market approaches to determine fair value.
+Added: The Company used a discounted cash flow (“DCF”) method, using unobservable inputs, as its income approach.
+Added: The significant assumptions in the DCF method include projected EBITDA and a discount rate (and
+Added: estimates in the discount rate inputs).
+Added: The Company used comparable company market multiples for its market approach.
+Added: The resulting estimates of fair value from the income approach and the market approach were then weighted equally in
+Added: determining the overall estimated fair value of each reporting unit.
+Added: the evaluation, the estimated fair value of each reporting unit was determined to exceed its carrying value, although the MOSFETs reporting unit’s fair value exceeded its carrying value by less than 10%.
+Added: No goodwill impairment charges were
+Added: recognized, but if the MOSFETs reporting unit is not able to achieve its anticipated results and/or if its discount rate were to increase, its fair value would be adversely affected, which may result in future impairment.
+Added: There is $ 76,322 of goodwill in this reporting unit as of September 28, 2024.
+Added: The Company will continue to monitor its reporting units and related goodwill for
+Added: any possible future non-cash impairment charges.
NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
+Added: Note 4 – Restructuring and Related Activities
+Added: On September 24, 2024, the Company announced the implementation of restructuring actions designed to optimize the Company’s
+Added: manufacturing footprint and streamline business decision making.
+Added: The restructuring actions will be implemented in phases and include:
+Added: Selling, general, and administrative functions will be streamlined beginning in the third fiscal quarter of 2024 through the
+Added: fourth fiscal quarter of 2025.
+Added: The closure of three manufacturing facilities.
+Added: A Diodes segment back-end facility in Shanghai, China is expected to be closed by
+Added: the end of 2026 with production transfers completed in phases beginning in the fourth quarter of 2025.
+Added: In addition, two small facilities in the Resistors segment in Fichtelberg, Germany, and in Milwaukee, Wisconsin, are expected to be
+Added: closed in 2026.
+Added: Various changes in manufacturing operations and production transfers.
+Added: The Company recorded restructuring expenses pursuant to on-going benefit arrangements of $ 40,614 during the fiscal quarter ended September 28, 2024, primarily related to expected cash severance costs.
+Added: Severance benefits are generally paid
+Added: in a lump sum at cessation of employment.
+Added: Payments prior to the end of the fiscal third quarter were not material.
+Added: The current portion of the liability is $ 23,649 and is included in other accrued expenses in the accompanying consolidated condensed balance sheet.
+Added: The non-current portion of the liability is $ 16,709 and is included in other liabilities in the accompanying consolidated condensed balance sheet.
Note 5 – 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
−Removed: June 29, 2024
+Added: September 28, 2024
December 31, 2023
16 unchanged sentences
Fiscal quarters ended
−Removed: Six fiscal months ended
−Removed: June 29, 2024
−Removed: June 29, 2024
+Added: Nine fiscal months ended
+Added: September 28, 2024
+Added: September 30, 2023
+Added: September 28, 2024
+Added: September 30, 2023
Lease expense
3 unchanged sentences
Total lease expense
−Removed: The Company paid $ 14,801 and $ 13,966 for its operating leases in the six
−Removed: 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.
−Removed: 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 %
−Removed: as of June 29, 2024.
+Added: The Company paid $ 22,618 and $ 20,912 for its operating leases in the nine
+Added: fiscal months ended September 28, 2024 and September 30, 2023, 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 operating leases is
+Added: 8.9 years and the weighted-average discount rate is 6.6 % as of September 28, 2024.
The undiscounted future lease payments for the Company's operating lease liabilities are as follows:
−Removed: June 29, 2024
−Removed: 2024 (excluding the six fiscal months ended June 29, 2024)
+Added: September 28, 2024
+Added: 2024 (excluding the nine fiscal months ended September 28, 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.
−Removed: The effective tax rates for the periods ended June 29, 2024 and July 1, 2023 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 28, 2024 and September 30, 2023
+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.
+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.
In December 2021, the Organization for Economic Co-operation and Development (“OECD”) issued model rules for a new global minimum tax (“Pillar Two”).
7 unchanged sentences
withholding tax expense for the repatriation was recorded in prior years.
−Removed: During the six fiscal months ended June 29, 2024,
+Added: During the nine fiscal months ended September 28, 2024,
the liabilities for unrecognized tax benefits decreased $ 170 on a net basis, primarily due to statute expirations, partially offset by
2 unchanged sentences
Long-term debt consists of the following:
−Removed: June 29, 2024
+Added: September 28, 2024
December 31, 2023
4 unchanged sentences
Less current portion
−Removed: The following table summarizes some key facts and terms regarding the outstanding convertible senior notes as of June 29, 2024:
+Added: The following table summarizes some key facts and terms regarding the outstanding convertible senior notes as of September 28, 2024:
Issuance date
4 unchanged sentences
September 15, 2030
−Removed: Principal amount as of June 29, 2024
+Added: Principal amount as of September 28, 2024
Cash coupon rate (per annum)
2 unchanged sentences
of the current effective conversion price (per share)
−Removed: *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
−Removed: classified as long-term liabilities.
+Added: *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
+Added: facility, the 2025 Notes remain classified as long-term liabilities.
+Added: On August 15, 2024 , the Company entered into an amendment to its credit agreement with a consortium of
+Added: banks led by JPMorgan Chase Bank, N.A., as administrative agent, and the lenders and other parties thereto (the "Credit Facility").
+Added: The amendment redefines the Interest Coverage Ratio to remove Capital Expenditures from the calculation, increases the minimum
+Added: Interest Coverage Ratio to 3.25 to 1.00, increases the threshold of Indebtedness of Foreign Subsidiaries to the greater of $ 300,000 and 15% of Consolidated Tangible Net Worth as of the last day of the fiscal quarter for which financial statements are delivered, and
+Added: increases the threshold of Investments of Subsidiaries that are not Loan Parties to $ 300,000 .
+Added: Other significant terms and conditions of the Credit Facility have not been modified.
financing costs are recognized as non-cash interest expense.
−Removed: 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
−Removed: July 1, 2023, respectively.
+Added: Non-cash interest expense was $ 1,249 and $ 3,675 for the fiscal quarter and nine fiscal months ended September 28, 2024, respectively, and $ 883 and $ 2,521 for the fiscal quarter and nine fiscal months
+Added: ended September 30, 2023, respectively.
+Added: to the end of the third fiscal quarter of 2024, the Company repurchased $ 40,684 principal amount of 2025 Notes.
+Added: The repurchase was
+Added: funded with a draw on the Credit Facility.
NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
7 unchanged sentences
Fiscal quarters ended
−Removed: Six fiscal months ended
−Removed: June 29, 2024
−Removed: June 29, 2024
+Added: Nine fiscal months ended
+Added: September 28, 2024
+Added: September 30, 2023
+Added: September 28, 2024
+Added: September 30, 2023
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 8,655,888 and 7,535,881 as of June 29, 2024 and December 31, 2023, respectively.
+Added: The number of shares of common stock being held as treasury stock was 9,233,213 and 7,535,881 as of September 28, 2024 and December 31, 2023, respectively.
Note 9 – Revenue Recognition
1 unchanged sentence
Fiscal quarters ended
−Removed: Six fiscal months ended
−Removed: June 29, 2024
−Removed: June 29, 2024
+Added: Nine fiscal months ended
+Added: September 28, 2024
+Added: September 30, 2023
+Added: September 28, 2024
+Added: September 30, 2023
Beginning balance
11 unchanged sentences
Net other comprehensive income (loss)
−Removed: Balance at June 29, 2024
+Added: Balance at September 28, 2024
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 2024 and 2023 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 2024 and 2023 for the Company’s defined benefit pension plans:
Fiscal quarter ended
−Removed: June 29, 2024
+Added: September 28, 2024
Fiscal quarter ended
+Added: September 30, 2023
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 June 29, 2024 and July 1, 2023 for the Company’s defined benefit pension plans:
−Removed: Six fiscal months ended
−Removed: June 29, 2024
−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 28, 2024 and September 30, 2023 for the Company’s defined benefit pension plans:
+Added: Nine fiscal months ended
+Added: September 28, 2024
+Added: Nine fiscal months ended
+Added: September 30, 2023
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 2024 and 2023 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 2024 and 2023 for the Company’s other postretirement benefit plans:
Fiscal quarter ended
−Removed: June 29, 2024
+Added: September 28, 2024
Fiscal quarter ended
+Added: September 30, 2023
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 June 29, 2024 and July 1, 2023 for the Company’s other postretirement benefit plans:
−Removed: Six fiscal months ended
−Removed: June 29, 2024
−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 28, 2024 and September 30, 2023 for the Company’s other postretirement benefit plans:
+Added: Nine fiscal months ended
+Added: September 28, 2024
+Added: Nine fiscal months ended
+Added: September 30, 2023
Interest cost
6 unchanged sentences
Fiscal quarters ended
−Removed: Six fiscal months ended
−Removed: June 29, 2024
−Removed: June 29, 2024
+Added: Nine fiscal months ended
+Added: September 28, 2024
+Added: September 30, 2023
+Added: September 28, 2024
+Added: September 30, 2023
Restricted stock units ("RSUs")
Phantom stock units
−Removed: The following table summarizes unrecognized compensation cost and the weighted average remaining amortization periods at June 29, 2024 (amortization periods in years) :
+Added: The following table summarizes unrecognized compensation cost and the weighted average remaining amortization periods at September 28, 2024 (amortization periods in years) :
Restricted stock units
3 unchanged sentences
Restricted Stock Units
−Removed: RSU activity under the Company's stock incentive programs as of June 29, 2024
−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 28, 2024
+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 June 29, 2024
−Removed: Expected to vest at June 29, 2024
+Added: Outstanding at September 28, 2024
+Added: Expected to vest at September 28, 2024
* Employees in certain countries are granted equity-linked awards that will be settled in cash and are accounted for as liability
10 unchanged sentences
Phantom Stock Units
−Removed: Phantom stock unit activity as of June 29, 2024
−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 28, 2024
+Added: and changes during the nine fiscal months then ended are presented below (number of phantom stock units in thousands) :
Fair Value per
1 unchanged sentence
Dividend equivalents issued
−Removed: Outstanding at June 29, 2024
+Added: Outstanding at September 28, 2024
NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
3 unchanged sentences
Optoelectronic
−Removed: Fiscal quarter ended June 29, 2024 :
−Removed: Segment Operating Income
−Removed: Fiscal quarter ended July 1, 2023 :
+Added: Fiscal quarter ended September 28, 2024 :
+Added: Segment Operating Income (Loss)
+Added: Fiscal quarter ended September 30, 2023 :
Segment Operating Income
−Removed: Six fiscal months ended June 29, 2024 :
+Added: Nine fiscal months ended September 28, 2024 :
Segment Operating Income
−Removed: Six fiscal months ended July 1, 2023 :
+Added: Nine fiscal months ended September 30, 2023 :
Segment Operating Income
Fiscal quarters ended
−Removed: Six fiscal months ended
−Removed: June 29, 2024
−Removed: June 29, 2024
+Added: Nine fiscal months ended
+Added: September 28, 2024
+Added: September 30, 2023
+Added: September 28, 2024
+Added: September 30, 2023
Reconciliation:
Segment Operating Income
+Added: Restructuring and Severance Costs
Unallocated Selling, General, and Administrative Expenses
−Removed: Consolidated Operating Income
+Added: Consolidated Operating Income (Loss)
Unallocated Other Income (Expense)
−Removed: Consolidated Income Before Taxes
+Added: Consolidated Income (Loss) Before Taxes
NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
4 unchanged sentences
Fiscal quarters ended
−Removed: Six fiscal months ended
−Removed: June 29, 2024
−Removed: June 29, 2024
+Added: Nine fiscal months ended
+Added: September 28, 2024
+Added: September 30, 2023
+Added: September 28, 2024
+Added: September 30, 2023
EMS companies
2 unchanged sentences
Fiscal quarters ended
−Removed: Six fiscal months ended
−Removed: June 29, 2024
−Removed: June 29, 2024
+Added: Nine fiscal months ended
+Added: September 28, 2024
+Added: September 30, 2023
+Added: September 28, 2024
+Added: September 30, 2023
Total Revenue
3 unchanged sentences
Fiscal quarters ended
−Removed: Six fiscal months ended
−Removed: June 29, 2024
−Removed: June 29, 2024
+Added: Nine fiscal months ended
+Added: September 28, 2024
+Added: September 30, 2023
+Added: September 28, 2024
+Added: September 30, 2023
Military and Aerospace
5 unchanged sentences
Fiscal quarters ended
−Removed: Six fiscal months ended
−Removed: June 29, 2024
−Removed: June 29, 2024
−Removed: Net earnings attributable to Vishay stockholders
−Removed: Denominator for basic earnings per share:
+Added: Nine fiscal months ended
+Added: September 28, 2024
+Added: September 30, 2023
+Added: September 28, 2024
+Added: September 30, 2023
+Added: Net earnings (loss) attributable to Vishay stockholders
+Added: Denominator for basic earnings (loss) per share:
Weighted average shares
4 unchanged sentences
Dilutive potential common shares
−Removed: Denominator for diluted earnings per share:
+Added: Denominator for diluted earnings (loss) per share:
Adjusted weighted average shares - diluted
−Removed: Basic earnings per share attributable to Vishay stockholders
−Removed: Diluted earnings per share attributable to Vishay stockholders
+Added: Basic earnings (loss) per share attributable to Vishay stockholders
+Added: Diluted earnings (loss) per share attributable to Vishay stockholders
Diluted earnings per share for the periods presented do not reflect the following weighted average potential common shares that would have an antidilutive
1 unchanged sentence
Fiscal quarters ended
−Removed: Six fiscal months ended
−Removed: June 29, 2024
−Removed: June 29, 2024
+Added: Nine fiscal months ended
+Added: September 28, 2024
+Added: September 30, 2023
+Added: September 28, 2024
+Added: September 30, 2023
Restricted stock units
If the average market price of Vishay common stock is less than the effective
−Removed: 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.
−Removed: Upon Vishay exercising its existing
−Removed: 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
−Removed: common stock.
+Added: conversion prices of the convertible senior notes due 2025 and due 2030, respectively, no shares are included in the diluted earnings (loss) per share computation for the convertible senior notes due 2025 and due 2030.
+Added: Upon Vishay exercising its
+Added: 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
+Added: in common stock.
Pursuant to the indenture governing the convertible senior notes due 2030, Vishay will satisfy its conversion obligations by paying $1 cash per $1
principal amount of converted notes and settle any additional amounts due in cash and/or common stock.
−Removed: 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
−Removed: included in the calculation of diluted earnings per share as their effect would have been anti-dilutive.
+Added: In connection with the issuance of the convertible senior notes due 2030, the Company entered into capped call transactions, which were not included in the
+Added: calculation of diluted earnings per share as their effect would have been anti-dilutive.
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.
3 unchanged sentences
The following table provides the financial assets and liabilities carried at fair value measured on a recurring basis:
−Removed: June 29, 2024
+Added: September 28, 2024
Assets held in rabbi trusts
5 unchanged sentences
MaxPower acquisition contingent consideration
−Removed: There have been no changes in the classification of any financial instruments within the fair value hierarchy in the periods presented.
+Added: There have been no changes in the classification of any financial instruments within the fair value hierarchy in the periods
+Added: During the third fiscal quarter, the Company performed an interim goodwill impairment test in which the fair value of the Company's reporting units was calculated.
+Added: See additional information on the impairment test in
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.
−Removed: The marketable securities held in the rabbi trusts are valued using quoted market prices on the last business day
−Removed: of the period.
+Added: The marketable securities held in the rabbi trusts are valued using quoted market prices on the last business
+Added: 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.
−Removed: The fair value measurement of the marketable securities held in
−Removed: 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.
−Removed: The Company holds investments in debt securities that are intended to fund a portion of its pension and other postretirement benefit obligations outside of
−Removed: the United States.
+Added: The fair value measurement of the marketable securities
+Added: 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.
+Added: The Company holds investments in debt securities that are intended to fund a portion of its pension and other postretirement benefit obligations outside
+Added: of the United States.
The investments are valued based on quoted market prices on the last business day of the period.
5 unchanged sentences
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.
−Removed: The fair value measurement of the contingent consideration is considered a Level
−Removed: 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 June 29, 2024 and December 31, 2023 is approximately $ 809,400 and $ 836,200 , respectively,
+Added: The fair value measurement of the contingent consideration is considered a
+Added: Level 3 measurement within the fair value hierarchy.
+Added: The fair value of the long-term debt, excluding the derivative liabilities and deferred financing costs, at September 28, 2024 and December 31, 2023 is approximately $ 789,100 and $ 836,200 , respectively,
compared to its carrying value, excluding the deferred financing costs, of $ 845,102 .
1 unchanged sentence
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.
−Removed: At June 29, 2024 and December 31, 2023, the Company’s short-term investments were comprised of time deposits with financial institutions that have maturities that exceed 90
+Added: NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
+Added: (dollars in thousands, except per share amounts)
+Added: At September 28, 2024 and December 31, 2023, 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.
−Removed: The Company's short-term investments are accounted for as held-to-maturity debt instruments, at amortized cost, which approximates
−Removed: their fair value.
+Added: The Company's short-term investments are accounted for as held-to-maturity debt instruments, at amortized cost, which
+Added: 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.
−Removed: reporting date, the Company performs an evaluation to determine if any unrealized losses are other-than-temporary.
+Added: At each reporting date, the Company performs an evaluation to determine if any unrealized losses are other-than-temporary.
other-than-temporary impairments have been recognized on these securities, and there are no unrecognized holding gains or losses for
3 unchanged sentences
Interest on the securities is recognized as interest income when earned.
−Removed: At June 29, 2024 and December 31, 2023, the Company’s cash and cash equivalents were comprised of demand deposits, time deposits with maturities of three months or less when
−Removed: purchased, and money market funds.
+Added: At September 28, 2024 and December 31, 2023, the Company’s cash and cash equivalents were comprised of demand deposits, time deposits with maturities of three months or less
+Added: 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.
−Removed: Based on the current interest rates for similar investments with comparable credit risk and time
−Removed: 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.
+Added: Based on the current interest rates for similar investments with comparable credit risk
+Added: 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.
2 unchanged sentences
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.