25 unchanged sentences
approximately $435 million in 2024.
−Removed: At the midpoint of the year, the industry recovery is slower than expected.
−Removed: Accordingly, we have adjusted our timetable for investments for our new 12-inch wafer fab in Itzehoe, Germany beyond 2024, and now
−Removed: expect total capital expenditures for 2024 to be between $360 million and $390 million.
+Added: The industry recovery has been slower than expected.
+Added: Accordingly, we adjusted our timetable for investments for our new 12-inch wafer fab in Itzehoe, Germany beyond 2024, and now expect total capital
+Added: expenditures for 2024 to be between $360 million and $390 million.
We remain committed to spending a total of $2.6 billion in total capital expenditures for the period 2023 - 2028.
−Removed: We can adjust the timing of our capital
−Removed: expenditures and still fulfill our customer commitments because we now have intermediate capacity due to the qualification of a foundry partner and the acquisition of the Newport wafer fab.
+Added: We can adjust the timing of our capital expenditures and still
+Added: fulfill our customer commitments because we now have intermediate capacity due to the qualification of a foundry partner and the acquisition of the Newport wafer fab.
On March 5, 2024, we completed the acquisition of Nexperia’s wafer fabrication facility and operations located in Newport, South Wales, U.K.
14 unchanged sentences
We believe we can react quickly and professionally to changes in demand to minimize manufacturing inefficiencies and excess inventory build in periods of decline and maximize opportunities in periods of growth.
−Removed: We believe we have
−Removed: significant liquidity to withstand temporary disruptions in the economic environment.
+Added: implemented restructuring programs in the third fiscal quarter of 2024 designed to optimize the Company's manufacturing footprint and streamline business decision making.
+Added: We believe we have significant liquidity to withstand temporary
+Added: disruptions in the economic environment.
We utilize several financial metrics, including net revenues, gross profit margin, operating margin, segment operating margin, end-of-period backlog,
2 unchanged sentences
“Financial Metrics” and “Financial Condition, Liquidity, and Capital Resources” below.
−Removed: The key financial metrics decreased slightly in the second fiscal quarter of 2024 primarily due to the negative impacts of an on-going distributor inventory
+Added: The key financial metrics decreased slightly in the third fiscal quarter of 2024 primarily due to the negative impacts of an on-going distributor inventory
Net revenues and margins decreased versus the prior year periods primarily due to lower sales volume.
−Removed: Net revenues for the fiscal quarter ended June 29, 2024
−Removed: were $741.2 million, compared to $746.3
−Removed: million and $892.1 million for the fiscal quarters ended March 30, 2024 and July 1, 2023, respectively.
+Added: The restructuring expense recognized in the third fiscal quarter also negatively impacted operating margin.
+Added: Net revenues for the fiscal quarter ended September 28, 2024 were $735.4 million, compared to $741.2 million and $853.7 million for the fiscal quarters ended June 29, 2024 and September 30, 2023,
+Added: respectively.
+Added: The net loss attributable to Vishay stockholders for the fiscal quarter ended September 28, 2024 was $(19.3) million, or $(0.14) per share,
+Added: compared to net earnings of $23.5 million, or $0.17 per diluted share for the fiscal quarter ended June 29, 2024, and $65.5 million, or $0.47 per diluted
+Added: share for the fiscal quarter ended September 30, 2023.
+Added: Net revenues for the nine fiscal months
+Added: ended September 28, 2024 were $2,222.9
+Added: million, compared to $2,616.8 million for the nine fiscal months ended September 30, 2023.
The net earnings attributable to Vishay stockholders
−Removed: for the fiscal quarter ended June 29, 2024 were $23.5 million, or $0.17 per diluted share, compared to $30.9 million, or $0.22 per diluted share for the fiscal quarter
−Removed: ended March 30, 2024, and $95.0
−Removed: million, or $0.68 per diluted share for the fiscal quarter ended July 1, 2023.
−Removed: Net revenues for the six fiscal months
−Removed: ended June 29, 2024 were $1,487.5
−Removed: million, compared to $1,763.2 million for the six fiscal months ended July 1, 2023.
−Removed: The net earnings attributable to Vishay stockholders for the
−Removed: six fiscal months ended June 29, 2024
−Removed: were $54.5 million, or $0.39
−Removed: per diluted share, compared to $206.8 million, or $1.47 per diluted share for the six fiscal months ended July 1, 2023.
−Removed: We define adjusted net earnings as net earnings determined in accordance with GAAP adjusted for various items that
+Added: for the nine fiscal months ended September 28, 2024 were $35.2 million, or $0.25 per diluted share, compared to $272.3 million, or $1.94 per diluted share for the nine fiscal months ended September 30, 2023.
+Added: We define adjusted net earnings as net earnings (loss) determined in accordance with GAAP adjusted for various items that
management believes are not indicative of the intrinsic operating performance of our business.
10 unchanged sentences
We utilize the free cash metric in defining our Stockholder Return Policy.
−Removed: Net earnings attributable to Vishay stockholders for the fiscal quarters ended June 29, 2024, March 30, 2024, and July 1, 2023 and for the six fiscal
−Removed: months ended June 29, 2024 and July 1, 2023 include no items affecting comparability.
+Added: Net earnings (loss) attributable to Vishay stockholders include items affecting comparability.
+Added: The items affecting comparability are ( in thousands, except per share amounts ):
+Added: Fiscal quarters ended
+Added: Nine fiscal months ended
+Added: September 28, 2024
+Added: June 29, 2024
+Added: September 30, 2023
+Added: September 28, 2024
+Added: September 30, 2023
+Added: GAAP net earnings (loss) attributable to Vishay stockholders
+Added: Reconciling items affecting operating income (loss):
+Added: Restructuring and severance costs
+Added: Reconciling items affecting other income (expense):
+Added: Loss on early extinguishment of debt
+Added: Reconciling items affecting tax expense (benefit):
+Added: Tax effect of pre-tax items above
+Added: Adjusted net earnings
+Added: Adjusted weighted average diluted shares outstanding
+Added: Adjusted earnings per diluted share
The following table
1 unchanged sentence
Fiscal quarters ended
−Removed: Six fiscal months ended
−Removed: June 29, 2024
−Removed: March 30, 2024
+Added: Nine fiscal months ended
+Added: September 28, 2024
June 29, 2024
+Added: September 30, 2023
+Added: September 28, 2024
+Added: September 30, 2023
Optoelectronic Components
3 unchanged sentences
Fiscal quarters ended
−Removed: Six fiscal months ended
−Removed: June 29, 2024
−Removed: March 30, 2024
+Added: Nine fiscal months ended
+Added: September 28, 2024
June 29, 2024
−Removed: Net cash provided by continuing operating activities
+Added: September 30, 2023
+Added: September 28, 2024
+Added: September 30, 2023
+Added: Net cash provided by (used in) continuing operating activities
Proceeds from sale of property and equipment
1 unchanged sentence
Our results have been negatively impacted by the distributor inventory correction that began in the fourth fiscal quarter of 2022 and continued through the
−Removed: second fiscal quarter of 2024.
−Removed: Our results for the second fiscal quarter of 2024 remain strong, although weaker than our prior fiscal quarter and prior year results.
+Added: third fiscal quarter of 2024.
+Added: The long-term outlook for our business remains strong, although our results are weaker than our prior fiscal quarter and prior year results.
Our free cash results were significantly impacted by the installment payments of
8 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
63 unchanged sentences
The following table
−Removed: shows net revenues, gross profit margin, operating margin, end-of-period backlog, book-to-bill ratio, inventory turnover, and changes in ASP for our business as a whole during the five fiscal quarters beginning with the second fiscal quarter of 2023 through
−Removed: the second fiscal quarter of 2024 (dollars in thousands) :
−Removed: 2nd Quarter 2023
+Added: shows net revenues, gross profit margin, operating margin, end-of-period backlog, book-to-bill ratio, inventory turnover, and changes in ASP for our business as a whole during the five fiscal quarters beginning with the third fiscal quarter of 2023 through
+Added: the third fiscal quarter of 2024 (dollars in thousands) :
3rd Quarter 2023
2 unchanged sentences
2nd Quarter 2024
+Added: 3rd Quarter 2024
Gross profit margin
6 unchanged sentences
_________________________________________
+Added: (1) Operating margin for the third fiscal quarter of 2024 includes $40.6 million of restructuring and severance expenses (see Note 4 to our consolidated condensed financial statements).
See “Financial Metrics by Segment” below for net revenues, book-to-bill ratio, and gross profit margin broken out by segment.
−Removed: Revenues decreased versus the prior fiscal quarter and the second fiscal quarter of 2023 primarily due to lower sales volume and lower average selling
−Removed: The book-to-bill ratio increased slightly versus the prior fiscal quarter, but orders and backlog continued to be negatively impacted by the distributor inventory correction that continued in the second fiscal quarter of 2024.
+Added: Revenues decreased versus the prior fiscal quarter and the third fiscal quarter of 2023 primarily due to lower sales volume and lower average selling
+Added: The book-to-bill ratio increased slightly versus the prior fiscal quarter, but orders and backlog continued to be negatively impacted by the distributor inventory correction that continued in the third fiscal quarter of 2024.
to increase manufacturing capacity for critical product lines.
Average selling prices decreased versus the prior fiscal quarter and prior year quarter.
−Removed: Gross profit margin decreased versus the prior fiscal quarter and the prior year quarter primarily due to decreased average selling prices and the impact
−Removed: of the Newport acquisition.
−Removed: Lower sales volume and cost inflation also contributed to the decrease versus the prior year quarter.
−Removed: The book-to-bill ratio in the second fiscal quarter of 2024 increased to 0.86 versus 0.82 in the first fiscal quarter of 2024.
+Added: Gross profit margin decreased versus the prior fiscal quarter and the prior year quarter primarily due to lower sales volume, decreased average selling
+Added: prices, and increased depreciation expense.
+Added: The impact of the Newport acquisition also contributed to the decrease versus the prior year quarter.
+Added: The book-to-bill ratio in the third fiscal quarter of 2024 increased to 0.88 versus 0.86 in the second fiscal quarter of 2024.
Financial Metrics by Segment
The following table shows net revenues, book-to-bill ratio, gross profit margin, and segment operating margin broken out by segment for the five fiscal
−Removed: quarters beginning with the second fiscal quarter of 2023 through the second fiscal quarter of 2024 (dollars in thousands) :
−Removed: 2nd Quarter 2023
+Added: quarters beginning with the third fiscal quarter of 2023 through the third fiscal quarter of 2024 (dollars in thousands) :
3rd Quarter 2023
2 unchanged sentences
2nd Quarter 2024
+Added: 3rd Quarter 2024
Book-to-bill ratio
17 unchanged sentences
Segment operating margin
+Added: Goodwill represents the excess of the cost of businesses acquired over the
+Added: fair value of the related net assets at the date of acquisition.
+Added: Goodwill is not amortized but rather is tested for impairment at least annually.
+Added: These tests are performed more frequently whenever events or changes in circumstances indicate that
+Added: the assets might be impaired.
+Added: We perform our annual goodwill impairment test as of the first day of the fourth fiscal quarter.
+Added: During the third fiscal quarter of 2024, we identified the decrease in our share price in combination with the
+Added: increase in the book value of our assets as a result of our acquisition and capital spending activities as potential indicators of impairment requiring an interim goodwill impairment test.
+Added: The interim goodwill impairment test was performed as of
+Added: September 28, 2024.
+Added: We performed a quantitative assessment of each of our reporting units using an equal weighting of income (discounted cash flow) and market approaches to
+Added: determine fair value.
+Added: We determined that the estimated fair value of each reporting unit exceeded 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
+Added: affected, which may result in future impairment.
+Added: There is $76.3 million of goodwill in this reporting unit as of September 28, 2024.
+Added: acquisitions of MaxPower Semiconductor, Inc.
+Added: and the Newport wafer fab, as well as the planned capacity expansions at Itzehoe and Newport, are long-term investments which were not expected to generate significant income or cash flows in the
+Added: near-term, but should greatly enhance the long-term position of our MOSFETs business.
+Added: Such investments have significantly increased the net asset base of our MOSFETs business without a corresponding increase in current income or cash flows.
+Added: continue to be committed to these long-term projects.
+Added: certain execution risks to our strategic plan.
+Added: These execution risks, as well as the current market price of our common stock, result in the use of a relatively high discount rate in our discounted cash flow analysis.
+Added: We will continue to monitor
+Added: our reporting units and related goodwill for any possible future non-cash impairment charges.
+Added: See Note 3 to the consolidated condensed financial statements for additional information.
Results of Operations
1 unchanged sentence
Fiscal quarters ended
−Removed: Six fiscal months ended
−Removed: June 29, 2024
−Removed: March 30, 2024
+Added: Nine fiscal months ended
+Added: September 28, 2024
June 29, 2024
+Added: September 30, 2023
+Added: September 28, 2024
+Added: September 30, 2023
Cost of products sold
Selling, general & administrative expenses
−Removed: Operating income
−Removed: Income before taxes and noncontrolling interest
−Removed: Net earnings attributable to Vishay stockholders
+Added: Operating income (loss)
+Added: Income (loss) before taxes and noncontrolling interest
+Added: Net earnings (loss) attributable to Vishay stockholders
Effective tax rate
1 unchanged sentence
Fiscal quarters ended
−Removed: Six fiscal months ended
−Removed: June 29, 2024
−Removed: March 30, 2024
+Added: Nine fiscal months ended
+Added: September 28, 2024
June 29, 2024
+Added: September 30, 2023
+Added: September 28, 2024
+Added: September 30, 2023
The change in net revenues versus the comparable prior periods was as follows (dollars in thousands) :
−Removed: Fiscal quarter ended June 29, 2024
−Removed: Six fiscal months ended June 29, 2024
+Added: Fiscal quarter ended September 28, 2024
+Added: Nine fiscal months ended September 28, 2024
Change in net revenues
Change in net revenues
−Removed: March 30, 2024
+Added: June 29, 2024
+Added: September 30, 2023
Changes in net revenues were attributable to the following:
5 unchanged sentences
prospects for our business remain favorable, and we continue to increase manufacturing capacities for critical product lines.
−Removed: The decrease in net revenues versus the prior fiscal quarter and prior year quarter are primarily due to sales volume
−Removed: and average selling prices.
+Added: The decrease in net revenues versus the prior fiscal quarter and prior year quarter are primarily due to decreased
+Added: sales volume and average selling prices.
Gross Profit Margins
−Removed: Gross profit margins for the fiscal quarter ended June 29, 2024 were 22.0%, versus 22.8% and 28.9%, for the comparable prior quarter and prior year period,
+Added: Gross profit margins for the fiscal quarter ended September 28, 2024 were 20.5%, versus 22.0% and 27.8%, for the comparable prior quarter and prior year period,
respectively.
−Removed: Gross profit margins for the six fiscal months ended June 29, 2024 were 22.4%, versus 30.4% for the comparable prior year period.
−Removed: The decreases versus the prior year periods are primarily due to lower sales volume and cost inflation.
−Removed: D ecreased average selling prices and the impact of the Newport acquisition contributed to the decreases versus the prior periods.
+Added: Gross profit margins for the nine fiscal months ended September 28, 2024 were 21.8%, versus 29.6% for the comparable prior year period.
+Added: Gross profit margin decreased versus the prior fiscal quarter primarily due to lower sales volume,
+Added: decreased average selling prices, and increased depreciation expense.
+Added: The decreases versus the prior year periods are primarily due to lower sales volume, d ecreased average selling prices,
+Added: the impact of the Newport acquisition, and cost inflation.
Analysis of revenues and margins for our segments is provided below.
1 unchanged sentence
Fiscal quarters ended
−Removed: Six fiscal months ended
−Removed: June 29, 2024
−Removed: March 30, 2024
+Added: Nine fiscal months ended
+Added: September 28, 2024
June 29, 2024
+Added: September 30, 2023
+Added: September 28, 2024
+Added: September 30, 2023
Gross profit margin
2 unchanged sentences
Fiscal quarter ended
−Removed: June 29, 2024
−Removed: Six fiscal months ended
−Removed: June 29, 2024
+Added: September 28, 2024
+Added: Nine fiscal months ended
+Added: September 28, 2024
Change in net revenues
Change in net revenues
−Removed: March 30, 2024
+Added: June 29, 2024
+Added: September 30, 2023
Changes in MOSFETs segment net revenues were attributable to the following:
Change attributable to:
−Removed: Change in volume
−Removed: Change in average selling prices
+Added: Decrease in volume
+Added: Decrease in average selling prices
Foreign currency effects
−Removed: Net revenues of the MOSFETS segment increased slightly versus the prior fiscal quarter, but decreased significantly versus the prior year
−Removed: The increase versus the prior fiscal quarter is primarily due to the Newport wafer fab acquisition, partially offset by decreased sales to automotive end market customers.
−Removed: The decrease versus the prior year quarter is primarily
−Removed: due decreased sales to distributor customers and customers in all regions.
−Removed: The decrease versus the prior year-to-date period is due decreased sales to all end market customers and customers in all regions, partially offset by the Newport
−Removed: wafer fab acquisition.
−Removed: Gross profit margin decreased versus the prior fiscal quarter and prior year periods.
−Removed: The decrease from the prior fiscal quarter is primarily
−Removed: due to costs associated with the Newport wafer fab.
−Removed: The decreases versus the prior year periods are primarily due to lower sales volume, decreased average selling prices, and costs associated with the Newport wafer fab.
+Added: Net revenues of the MOSFETS segment decreased versus the prior fiscal quarter and the prior year periods.
+Added: The decrease versus the prior fiscal
+Added: quarter is primarily due to decreased sales of Newport legacy products.
+Added: The decreases versus the prior year quarter and prior year-to-date periods are primarily due to decreased sales to all end market customers and customers in all
+Added: regions, partially offset by the Newport wafer fab acquisition.
+Added: Gross profit margin decreased versus the prior fiscal quarter and the prior year periods.
+Added: The decreases versus the prior fiscal quarter and prior year periods are primarily due to lower sales volume and decreased average selling
+Added: Costs associated with the Newport wafer fab also contributed to the decreases versus the prior period years.
The segment operating margin decreased versus the prior fiscal quarter and the prior year periods.
1 unchanged sentence
profit margin decreases.
−Removed: Average selling prices were flat versus the prior fiscal quarter, but decreased versus the prior year periods.
+Added: Average selling prices decreased significantly versus the prior year periods, and to a lesser extent versus the prior fiscal quarter.
We continue to invest to expand mid- and long-term manufacturing capacity for strategic product lines.
5 unchanged sentences
Fiscal quarters ended
−Removed: Six fiscal months ended
−Removed: June 29, 2024
−Removed: March 30, 2024
+Added: Nine fiscal months ended
+Added: September 28, 2024
June 29, 2024
+Added: September 30, 2023
+Added: September 28, 2024
+Added: September 30, 2023
Gross profit margin
2 unchanged sentences
Fiscal quarter ended
−Removed: June 29, 2024
−Removed: Six fiscal months ended
−Removed: June 29, 2024
+Added: September 28, 2024
+Added: Nine fiscal months ended
+Added: September 28, 2024
Change in net revenues
Change in net revenues
−Removed: March 30, 2024
+Added: June 29, 2024
+Added: September 30, 2023
Changes in Diodes segment net revenues were attributable to the following:
Change attributable to:
−Removed: Decrease in volume
+Added: Change in volume
Decrease in average selling prices
1 unchanged sentence
Net revenues of the Diodes segment decreased slightly versus the prior fiscal quarter and significantly versus the prior year periods.
−Removed: versus the prior fiscal quarter was primarily due to decreased sales to automotive and industrial end market customers and customers in the Europe region.
−Removed: The decreases versus the prior year periods are due to decreased sales to nearly all end
−Removed: market customers and customers in all regions.
−Removed: Gross profit margin decreased versus the prior fiscal quarter and prior year periods.
−Removed: The decreases are primarily due to lower sales volume and
−Removed: lower average selling prices.
−Removed: Higher labor costs also contributed to the decreases versus the prior year periods.
+Added: versus the prior fiscal quarter was primarily due to decreased sales to distribution customers and customers in the Europe and Americas regions.
+Added: The decreases versus the prior year periods are due to decreased sales to nearly all end market
+Added: customers and customers in all regions.
+Added: Gross profit margin decreased versus the prior fiscal quarter and the prior year periods.
+Added: The decrease versus the prior fiscal quarter was primarily
+Added: due to lower average selling prices.
+Added: The decreases versus the prior year periods are primarily due to lower sales volume and lower average selling prices.
+Added: Higher labor and logistics costs also contributed to the decreases versus the prior year
Segment operating margin decreased versus the prior fiscal quarter and the prior year periods.
7 unchanged sentences
Fiscal quarters ended
−Removed: Six fiscal months ended
−Removed: June 29, 2024
−Removed: March 30, 2024
+Added: Nine fiscal months ended
+Added: September 28, 2024
June 29, 2024
+Added: September 30, 2023
+Added: September 28, 2024
+Added: September 30, 2023
Gross profit margin
2 unchanged sentences
Fiscal quarter ended
−Removed: June 29, 2024
−Removed: Six fiscal months ended
−Removed: June 29, 2024
+Added: September 28, 2024
+Added: Nine fiscal months ended
+Added: September 28, 2024
Change in net revenues
Change in net revenues
−Removed: March 30, 2024
+Added: June 29, 2024
+Added: September 30, 2023
Changes in Optoelectronic Components segment net revenues were attributable to the following:
1 unchanged sentence
Change in volume
−Removed: Change in average selling prices
+Added: Decrease in average selling prices
Foreign currency effects
Net revenues of the Optoelectronic Components segment increased versus the prior fiscal quarter, but decreased versus the prior year periods.
−Removed: increase versus the prior fiscal quarter is due to increased sales to distribution customers and industrial end market customers and customers in the Asia region.
−Removed: The decreases versus the prior year periods are primarily due to distribution
−Removed: customers, all end market customers, and customers in the Europe and Americas regions.
−Removed: Gross profit margin increased versus the prior fiscal quarter and prior year quarter, but decreased versus the prior year-to-date period.
−Removed: increase versus the prior fiscal quarter is primarily due to increased sales volume, increased average selling prices, manufacturing efficiencies, and cost containment initiatives.
−Removed: The increase versus the prior year quarter is due to cost
−Removed: containment initiatives and manufacturing efficiencies, partially offset by decreased sales volume and average selling prices.
−Removed: The decrease versus the prior year-to-date period is primarily due to decreased sales volume and average selling
−Removed: Segment operating margin increased versus the prior fiscal quarter, but decreased versus the prior year periods.
−Removed: The fluctuations are primarily due
−Removed: to gross profit margin fluctuations.
−Removed: Average selling prices increased versus the prior fiscal quarter, but decreased versus the prior year periods.
+Added: increase versus the prior fiscal quarter is due to increased sales to all end market customers and customers in all regions.
+Added: The decrease versus the prior year quarter is primarily due to decreased sales to industrial end market customers and
+Added: customers in the Europe and Americas regions.
+Added: The decreases versus the prior year-to-date period is primarily due to decreased sales to distribution customers, all end market customers, and customers in the Europe and Americas regions.
+Added: Gross profit margin decreased versus the prior fiscal quarter and the prior year periods.
+Added: The decrease versus the prior fiscal quarter and the prior
+Added: year quarter are primarily due to lower average selling prices and the negative impact of inventory reduction.
+Added: The decrease versus the prior year-to-date period is primarily due to decreased sales volume, lower average selling prices, and
+Added: increased inventory obsolescence.
+Added: Segment operating margin decreased versus the prior fiscal quarter and the prior year periods.
+Added: The fluctuations are primarily due to gross profit
+Added: margin decreases.
+Added: Average selling prices decreased versus the prior fiscal quarter and the prior year periods.
We are now using our recently modernized and expanded wafer fab in Heilbronn, Germany.
1 unchanged sentence
Fiscal quarters ended
−Removed: Six fiscal months ended
−Removed: June 29, 2024
−Removed: March 30, 2024
+Added: Nine fiscal months ended
+Added: September 28, 2024
June 29, 2024
+Added: September 30, 2023
+Added: September 28, 2024
+Added: September 30, 2023
Gross profit margin
2 unchanged sentences
Fiscal quarter ended
−Removed: June 29, 2024
−Removed: Six fiscal months ended
−Removed: June 29, 2024
+Added: September 28, 2024
+Added: Nine fiscal months ended
+Added: September 28, 2024
Change in net revenues
Change in net revenues
−Removed: March 30, 2024
+Added: June 29, 2024
+Added: September 30, 2023
Changes in Resistors segment net revenues were attributable to the following:
Change attributable to:
−Removed: Decrease in volume
+Added: Change in volume
Decrease in average selling prices
Foreign currency effects
−Removed: Net revenues of the Resistors segment decreased slightly versus the prior fiscal quarter and significantly versus the prior year periods.
−Removed: decrease versus the prior fiscal quarter is primarily due to decreased sales to industrial and automotive end market customers and customers in the Europe region.
−Removed: The decreases versus the prior year periods were due to decreased sales to
−Removed: nearly all end market customers and customers in all regions.
−Removed: Gross profit margin decreased versus the prior fiscal quarter and prior year periods.
−Removed: The decreases were primarily due to lower sales volume,
−Removed: lower average selling prices, increased labor costs, and increased logistics costs.
+Added: Net revenues of the Resistors segment increased slightly versus the prior fiscal quarter, but decreased significantly versus the prior year
+Added: The increase versus the prior fiscal quarter is primarily due to increased sales to distribution customers mainly in Asia and automotive and military and aerospace end market customers.
+Added: The decreases versus the prior year periods
+Added: were due to decreased sales to nearly all end market customers and customers in all regions.
+Added: Gross profit margin decreased versus the prior fiscal quarter and the prior year periods.
+Added: The decrease versus the prior fiscal quarter is
+Added: primarily due to lower average selling prices, increased labor costs, and increased materials costs.
+Added: The decreases versus the prior year periods are primarily due to lower sales volume, lower average selling prices, increased labor costs,
+Added: increased depreciation, and increased logistics costs.
Segment operating margin decreased versus the prior fiscal quarter and the prior year periods.
7 unchanged sentences
Fiscal quarters ended
−Removed: Six fiscal months ended
−Removed: June 29, 2024
−Removed: March 30, 2024
+Added: Nine fiscal months ended
+Added: September 28, 2024
June 29, 2024
+Added: September 30, 2023
+Added: September 28, 2024
+Added: September 30, 2023
Gross profit margin
2 unchanged sentences
Fiscal quarter ended
−Removed: June 29, 2024
−Removed: Six fiscal months ended
−Removed: June 29, 2024
+Added: September 28, 2024
+Added: Nine fiscal months ended
+Added: September 28, 2024
Change in net revenues
Change in net revenues
−Removed: March 30, 2024
−Removed: Changes in net revenues were attributable to the following:
+Added: June 29, 2024
+Added: September 30, 2023
+Added: Changes in Inductors segment net revenues were attributable to the following:
Prior Quarter
1 unchanged sentence
Change attributable to:
−Removed: Increase in volume
−Removed: Decrease in average selling prices
+Added: Change in volume
+Added: Change in average selling prices
Foreign currency effects
−Removed: Net revenues of the Inductors segment increased versus the prior fiscal quarter and prior year periods.
−Removed: The increase versus the prior fiscal quarter
−Removed: was primarily due to increased sales to distribution and EMS customers, medical end market customers, and customers in the Americas region.
−Removed: The increase versus the prior year quarter was primarily due to increased sales to distribution
−Removed: customers, military and aerospace and medical end market customers, and customers in the Americas region.
−Removed: The increase versus the prior year-to-date period was primarily due to increased sales to distribution customers, automotive, military
−Removed: and aerospace, and medical end market customers, and customers in the Americas and Asia regions.
+Added: Net revenues of the Inductors segment decreased versus the prior fiscal quarter, were flat versus the prior year fiscal quarter, and increased versus
+Added: the prior year-to-date period.
+Added: The decrease versus the prior fiscal quarter was primarily due to decreased sales to distribution and OEM customers, all end market customers, and customers in the Americas and Europe regions.
+Added: The increase versus
+Added: the prior year-to-date period is primarily due to increased sales to distribution customers, automotive and medical end market customers, and customers in all regions.
Gross profit margin was flat versus the prior fiscal quarter, but decreased versus the prior year periods.
4 unchanged sentences
gross profit margin decreases.
−Removed: Average selling prices decreased versus the prior fiscal quarter and prior year periods.
+Added: Average selling prices were flat versus the prior fiscal quarter, but decreased versus the prior year periods.
We expect long-term growth in this segment, and are continuously expanding manufacturing capacity for certain product lines and evaluating
2 unchanged sentences
Fiscal quarters ended
−Removed: Six fiscal months ended
−Removed: June 29, 2024
−Removed: March 30, 2024
+Added: Nine fiscal months ended
+Added: September 28, 2024
June 29, 2024
+Added: September 30, 2023
+Added: September 28, 2024
+Added: September 30, 2023
Gross profit margin
2 unchanged sentences
Fiscal quarter ended
−Removed: June 29, 2024
−Removed: Six fiscal months ended
−Removed: June 29, 2024
+Added: September 28, 2024
+Added: Nine fiscal months ended
+Added: September 28, 2024
Change in net revenues
Change in net revenues
−Removed: March 30, 2024
+Added: June 29, 2024
+Added: September 30, 2023
Changes in Capacitors segment net revenues were attributable to the following:
1 unchanged sentence
Decrease in volume
−Removed: Decrease in average selling prices
+Added: Change in average selling prices
Foreign currency effects
−Removed: Net revenues of the Capacitors segment decreased slightly versus the prior fiscal quarter and significantly versus the prior year periods.
−Removed: decrease versus the prior fiscal quarter is primarily due to decreased sales to distribution customers and customers in the Americas and Asia regions.
−Removed: The decrease versus the prior year quarter is primarily due to decreased sales to
−Removed: distribution customers, industrial end market customers, and customers in the Europe and Americas regions.
−Removed: The decrease versus the prior year-to-date period is primarily due to decreased sales to industrial end market customers and customers
−Removed: in the Europe and Americas regions.
−Removed: Gross profit margin decreased versus the prior fiscal quarter and prior year periods.
−Removed: The decreases are due to lower sales volume, lower average
−Removed: selling prices, increased labor costs, and production inefficiencies.
−Removed: Segment operating margin decreased versus the prior fiscal quarter and the prior year periods.
−Removed: The decreases are primarily due to gross profit
−Removed: margin decreases.
−Removed: Average selling prices decreased versus the prior fiscal quarter and prior year periods.
+Added: Net revenues of the Capacitors segment decreased versus the prior fiscal quarter and the prior year periods.
+Added: The decrease versus the prior fiscal
+Added: quarter is primarily due to decreased sales to distribution customers, industrial end market customers, and customers in the Asia and Europe regions.
+Added: The decrease versus the prior year quarter is primarily due to decreased sales to industrial
+Added: and automotive end market customers and customers in the Europe region.
+Added: The decrease versus the prior year-to-date period is primarily due to decreased sales to distribution customers, industrial and automotive end market customers, and
+Added: customers in the Europe and Americas regions.
+Added: Gross profit margin decreased versus the prior fiscal quarter and the prior year-to-date period, but increased versus the prior year quarter.
+Added: decrease versus the prior fiscal quarter is due to lower sales volume, negative product mix, and increased utilities costs, partially offset by higher average selling prices.
+Added: The increase versus the prior year quarter is due to improved
+Added: production efficiencies and lower materials costs.
+Added: The decrease versus the prior year-to-date period is due to lower sales volume, lower average selling prices, increased labor costs, higher material costs, and production inefficiencies.
+Added: Segment operating margin decreased versus the prior fiscal quarter and the prior year-to-date period, but was flat versus the prior year fiscal
+Added: The decreases are primarily due to gross profit margin decreases.
+Added: Average selling prices increased versus the prior fiscal quarter, but decreased versus the prior year periods.
Selling, General, and Administrative Expenses
1 unchanged sentence
Fiscal quarters ended
−Removed: Six fiscal months ended
−Removed: June 29, 2024
−Removed: March 30, 2024
+Added: Nine fiscal months ended
+Added: September 28, 2024
June 29, 2024
+Added: September 30, 2023
+Added: September 28, 2024
+Added: September 30, 2023
Total SG&A expenses
as a percentage of revenues
−Removed: The sequential decrease in SG&A expenses is primarily attributable to uneven attribution of stock-based compensation expense and lower bonus
−Removed: compensation.
−Removed: SG&A expenses increased versus the prior year periods due to higher stock-based compensation expense and general cost inflation.
+Added: The sequential increase in SG&A expenses is primarily attributable to higher stock-based compensation expense and higher research and development expenses, partially offset by lower bonus compensation.
+Added: SG&A expenses
+Added: increased versus the prior year periods due to higher stock-based compensation expense and general cost inflation.
+Added: On September 24, 2024, we announced a restructuring program designed, in part, to streamline business decision making.
+Added: The programs are expected to generate annualized cost savings of approximately $12 million of selling,
+Added: general and administration expenses, when the programs are fully implemented by the end of 2026.
+Added: We expect SG&A expenses for the fourth fiscal quarter of 2024 to be approximately $126 million, reflecting SG&A cost savings realized from the
+Added: program so far.
Other Income (Expense)
−Removed: Interest expense for the fiscal quarter ended June 29, 2024
−Removed: increased $0.2 million versus the fiscal quarter ended March 30, 2024 and increased $0.3 million versus the fiscal quarter ended July 1, 2023.
−Removed: Interest expense for the six
−Removed: fiscal months ended June 29, 2024 increased by $1.6 million versus the six fiscal months ended July 1, 2023.
−Removed: The increase versus the prior fiscal quarter is due to higher average outstanding balances on the revolving credit facility.
−Removed: increases versus the prior year periods are due to the issuance of the convertible senior notes due 2030 in the third fiscal quarter of 2023.
+Added: Interest expense for the fiscal quarter ended September 28, 2024 decreased $0.1 million versus the fiscal quarter ended June 29, 2024 and decreased $0.6 million versus the fiscal
+Added: quarter ended September 30, 2023.
+Added: Interest expense for the nine fiscal months ended September 28, 2024 increased by $1.1 million versus the nine fiscal
+Added: months ended September 30, 2023.
+Added: The decrease versus the prior year fiscal quarter is due to lower average outstanding balances on the
+Added: revolving credit facility.
+Added: The increase versus the prior year-to-date period is due to the issuance of the convertible senior notes due 2030 in the third fiscal quarter of 2023.
The following tables analyze the components of the line “Other” on the consolidated condensed statements of operations (in thousands):
Fiscal quarters ended
−Removed: June 29, 2024
+Added: September 28, 2024
+Added: September 30, 2023
Foreign exchange gain (loss)
3 unchanged sentences
Fiscal quarters ended
+Added: September 28, 2024
June 29, 2024
−Removed: March 30, 2024
Foreign exchange gain (loss)
2 unchanged sentences
Investment income (expense)
−Removed: Six fiscal months ended
−Removed: June 29, 2024
+Added: Nine fiscal months ended
+Added: September 28, 2024
+Added: September 30, 2023
Foreign exchange gain (loss)
2 unchanged sentences
Investment income (expense)
−Removed: For the fiscal quarter ended June 29, 2024, our effective tax rate was 34.2%, as compared
−Removed: to 29.0% and 28.5%
−Removed: for the fiscal quarters ended March 30, 2024 and July 1, 2023, respectively.
−Removed: For the six fiscal months ended June 29, 2024, our effective tax rate was 31.3%,
−Removed: as compared to 28.5% for the six
−Removed: fiscal months ended July 1, 2023.
−Removed: We expect that
−Removed: our effective tax rate will be higher than the U.S.
+Added: For the fiscal quarter ended September 28, 2024, our effective tax rate was 21.1%, as
+Added: compared to 34.2% and 31.7%
+Added: for the fiscal quarters ended June 29, 2024 and September 30, 2023, respectively.
+Added: For the nine fiscal months ended September 28, 2024, our effective tax rate was 35.7%,
+Added: as compared to 29.3% for the nine
+Added: fiscal months ended September 30, 2023.
+Added: expect that our effective tax rate will be higher than the U.S.
statutory rate, excluding unusual transactions.
−Removed: During the six fiscal months ended June 29, 2024, the liabilities for unrecognized tax benefits decreased $0.7 million on a net basis, primarily due to
−Removed: statute expirations, partially offset by accruals for the current period.
+Added: During the nine fiscal months ended September 28, 2024, the liabilities for unrecognized tax benefits decreased $0.2 million on a net basis, primarily
+Added: due to statute expirations, partially offset by accruals for the current period.
We operate in a global environment with significant operations in various locations outside the United States.
−Removed: Accordingly, the consolidated income tax rate
−Removed: is a composite rate reflecting our earnings and the applicable tax rates in the various locations where we operate.
−Removed: Part of our historical strategy has been to achieve cost savings through the transfer and expansion of manufacturing operations to
−Removed: countries where we can take advantage of lower labor costs and available tax and other government-sponsored incentives.
+Added: Accordingly, the consolidated income tax
+Added: rate is a composite rate reflecting our earnings and the applicable tax rates in the various locations where we operate.
+Added: Part of our historical strategy has been to achieve cost savings through the transfer and expansion of manufacturing operations
+Added: to countries where we can take advantage of lower labor costs and available tax and other government-sponsored incentives.
Additional information about income taxes is included in Note 6 to our consolidated condensed financial statements.
Financial Condition, Liquidity, and Capital Resources
−Removed: Our financial condition as of June 29, 2024 continued to be strong.
−Removed: We have historically been a strong
−Removed: generator of operating cash flows.
−Removed: The cash generated from operations is used to fund our capital expenditure plans, and cash in excess of our capital expenditure needs is available to fund our acquisition strategy, fund our Stockholder Return
−Removed: Policy, and to reduce debt levels.
+Added: Our financial condition as of September 28, 2024 continued to be strong.
+Added: We have historically been a
+Added: strong generator of operating cash flows.
+Added: The cash generated from operations is used to fund our capital expenditure plans, and cash in excess of our capital expenditure needs is available to fund our acquisition strategy, fund our Stockholder
+Added: Return Policy, and to reduce debt levels.
Management uses a non-GAAP measure, "free cash," to evaluate our ability to fund acquisitions, repay debt, and otherwise enhance stockholder value through stock repurchases or
1 unchanged sentence
Cash flows provided by operating activities were $106.0 million
−Removed: for the six fiscal months ended June 29, 2024, as compared to cash flows provided by operations of $237.1 million for the six fiscal months ended July 1, 2023.
+Added: for the nine fiscal months ended September 28, 2024, as compared to cash flows provided by operations of $359.4 million for the nine fiscal months ended September 30, 2023.
In order to manage our working capital and operating cash needs, we monitor our cash conversion cycle.
The following table presents the components of our
−Removed: cash conversion cycle during the five fiscal quarters beginning with the second fiscal quarter of 2023 through the second fiscal quarter of 2024:
+Added: cash conversion cycle during the five fiscal quarters beginning with the third fiscal quarter of 2023 through the third fiscal quarter of 2024:
Fiscal quarters ended
−Removed: 2nd Quarter 2023
3rd Quarter 2023
2 unchanged sentences
2nd Quarter 2024
+Added: 3rd Quarter 2024
Days sales outstanding ("DSO") (a)
11 unchanged sentences
by dividing the average accounts payable by the average cost of goods sold per day for the respective fiscal quarter.
−Removed: Cash paid for property and equipment for the six
−Removed: fiscal months ended June 29, 2024 was $115.6
−Removed: million, as compared to $117.3 million for the six fiscal months ended July 1, 2023.
−Removed: To be well positioned to service our
−Removed: customers and to fully participate in growing markets, we have increased and expect to maintain a relatively high level of capital expenditures for expansion in the mid-term.
−Removed: To increase our internal capacity, we had planned to invest
−Removed: approximately $435 million in 2024.
−Removed: At the midpoint of the year, the industry recovery is slower than expected.
−Removed: Accordingly, we have adjusted our timetable for investments for our new 12-inch wafer fab in Itzehoe, Germany beyond 2024, and now
−Removed: expect total capital expenditures for 2024 to be between $360 million and $390 million.
+Added: Cash paid for property and equipment for the nine
+Added: fiscal months ended September 28, 2024 was $175.2 million, as compared to $184.1 million for the nine fiscal months ended September 30, 2023.
+Added: To be well positioned to service our customers and to fully participate in growing markets, we have increased and expect to maintain a relatively high level of capital expenditures for expansion in the mid-term.
+Added: To increase our internal capacity,
+Added: we had planned to invest approximately $435 million in 2024.
+Added: The industry recovery has been slower than expected.
+Added: Accordingly, we adjusted our timetable for investments for our new 12-inch wafer fab in Itzehoe, Germany beyond 2024, and now expect
+Added: total capital expenditures for 2024 to be between $360 million and $390 million.
We remain committed to spending a total of $2.6 billion in total capital expenditures for the period 2023 - 2028.
−Removed: Free cash flow for the six fiscal months ended June 29, 2024 decreased versus the six fiscal months ended July 1, 2023 primarily due to decreased net earnings and withholding taxes paid for the
−Removed: repatriation of cash to the U.S.
−Removed: We expect that free cash flow will be negatively impacted by the expected high level of capital expenditures for expansion in 2023 - 2025 after which we expect to generate increasingly higher levels of free cash.
+Added: Free cash flow for the nine fiscal months ended September 28, 2024 decreased versus the nine fiscal months ended September 30, 2023 primarily due to decreased net earnings and withholding taxes paid
+Added: for the repatriation of cash to the U.S.
+Added: We expect that free cash flow will be negatively impacted by the expected high level of capital expenditures for expansion in 2023 - 2025 after which we expect to generate increasingly higher levels of free
There is no assurance, however, that we will be able to continue to generate cash flows from operations and free cash at our historical levels, or at all, going forward if the economic environment worsens.
1 unchanged sentence
“Stockholder Return Policy” above for additional information.
−Removed: The following table summarizes the components of net cash and short-term investments (debt) at June 29, 2024 and December 31, 2023 (in thousands) :
−Removed: June 29, 2024
+Added: The following table summarizes the components of net cash and short-term investments (debt) at September 28, 2024 and December 31, 2023 (in thousands) :
+Added: September 28, 2024
December 31, 2023
7 unchanged sentences
"Net cash and short-term investments (debt)" does not have a uniform definition and is not recognized in accordance with GAAP.
−Removed: This measure should not be
−Removed: viewed as an alternative to GAAP measures of performance or liquidity.
−Removed: However, management believes that an analysis of "net cash and short-term investments (debt)" assists investors in understanding aspects of our cash and debt management.
−Removed: measure, as calculated by us, may not be comparable to similarly titled measures used by other companies.
+Added: This measure should
+Added: not be viewed as an alternative to GAAP measures of performance or liquidity.
+Added: However, management believes that an analysis of "net cash and short-term investments (debt)" assists investors in understanding aspects of our cash and debt
+Added: The measure, as calculated by us, may not be comparable to similarly titled measures used by other companies.
We invest a portion of our excess cash in highly liquid, high-quality instruments with maturities greater than 90 days, but less than 1 year, which we
13 unchanged sentences
of $15 million.
−Removed: As of June 29, 2024, $73.4 million of our cash and cash equivalents and short-term investments were held by our U.S.
+Added: As of September 28, 2024, $24.8 million of our cash and cash equivalents and short-term investments were held by our U.S.
subsidiaries.
2 unchanged sentences
before year-end 2024.
−Removed: As of June 29, 2024, we have approximately $495 million of German and Israeli earnings that are deemed not indefinitely reinvested.
+Added: As of September, 2024, we have approximately $513 million of German and Israeli earnings that are deemed not indefinitely reinvested.
expected timing of future repatriations, we estimate that the tax liability to repatriate these unremitted earnings will be approximately $76 million, which has been accrued, but will only be paid upon repatriation of the unremitted earnings.
13 unchanged sentences
expenditures that would conserve cash for future acquisitions while enabling us to minimize tax expense.
−Removed: We maintain a $750 million revolving credit agreement that matures on May 8, 2028.
−Removed: The maximum amount available on the revolving credit facility is
−Removed: restricted by the financial covenants described below.
−Removed: The credit facility also provides us the ability to request up to $300 million of incremental facilities, subject to the satisfaction of certain conditions, which could take the form of
−Removed: additional revolving commitments, incremental “term loan A” or “term loan B” facilities, or incremental equivalent debt.
−Removed: We had no amount outstanding on our revolving credit facility at December 31, 2023 and June 29, 2024.
−Removed: We borrowed and repaid $52 million on the
−Removed: revolving credit facility during the six fiscal months ended June 29, 2024.
−Removed: No amounts were outstanding on our revolving credit facility at any fiscal month-end.
−Removed: We expect to use the revolving credit facility from time-to-time to meet short-term
−Removed: financing needs.
−Removed: Pursuant to the credit facility, the financial maintenance covenants include (a) an interest coverage ratio of not less than 2.00 to 1;
−Removed: and (b) a net
−Removed: leverage ratio of not more than 3.25 to 1 (and a pro forma ratio of 3.00 to 1 on the date of incurrence of additional debt).
−Removed: Net leverage ratio reduces the measure of outstanding debt by up to $250 million of unrestricted cash.
−Removed: The computation of
−Removed: these ratios is prescribed in Article VI of the Credit Agreement between Vishay Intertechnology, Inc.
−Removed: and JPMorgan Chase Bank, N.A., which was filed with the SEC as Exhibit 10.1 to our current report on Form 8-K filed May 8, 2023.
+Added: We maintain a $750 million revolving credit agreement with a consortium of banks led by JPMorgan Chase Bank, N.A., that matures on May 8, 2028.
+Added: maximum amount available on the revolving credit facility is restricted by the financial covenants described below.
+Added: The credit facility also provides us the ability to request up to $300 million of incremental facilities, subject to the
+Added: satisfaction of certain conditions, which could take the form of additional revolving commitments, incremental “term loan A” or “term loan B” facilities, or incremental equivalent debt.
The credit facility limits or restricts us from, among other things, incurring indebtedness, incurring liens on its respective assets, making investments
and acquisitions (assuming our pro forma net leverage ratio is greater than 2.75 to 1.00), making asset sales, and paying cash dividends and making other restricted payments (assuming our pro forma net leverage ratio is greater than 2.50 to 1.00).
−Removed: We were in compliance with all financial covenants under the credit facility at June 29, 2024.
−Removed: Our interest coverage ratio and net leverage ratio were
−Removed: 8.60 to 1 and 1.15 to 1, respectively.
+Added: On August 15, 2024, we entered into an amendment to the credit facility that redefines the Interest Coverage Ratio to remove Capital Expenditures from
+Added: the calculation, increases the minimum Interest Coverage Ratio to 3.25 to 1.00, increases the threshold of Indebtedness of Foreign Subsidiaries to the greater of $300 million and 15% of Consolidated Tangible Net Worth as of the last day of the
+Added: fiscal quarter for which financial statements are delivered, and increases the threshold of Investments of Subsidiaries that are not Loan Parties to $300 million.
+Added: Other significant terms and conditions of the credit facility have not been modified.
+Added: We were in compliance with all financial covenants under the credit facility at September 28, 2024.
+Added: Our interest coverage ratio and net leverage ratio
+Added: were 19.99 to 1 and 1.40 to 1, respectively.
We expect to continue to be in compliance with these covenants based on current projections.
6 unchanged sentences
The repurchase of $370.2 million principal amount of convertible senior notes due 2025 in 2023 reduces the risk that the maturity date of the credit facility will accelerate.
+Added: Subsequent to
+Added: the end of the third fiscal quarter of 2024, we repurchased an additional $40.7 million principal amount of convertible senior notes due 2025.
+Added: The repurchase was funded with a draw on our revolving credit facility.
Borrowings under the credit facility bear interest at variable reference rates plus an interest margin.
12 unchanged sentences
and are guaranteed by certain significant subsidiaries.
−Removed: We expect, at least initially, to fund certain future obligations required to be paid by the U.S.
−Removed: parent company by borrowing under our credit
+Added: We had no amount outstanding on our revolving credit facility at December 31, 2023 and September 28, 2024.
+Added: We borrowed and repaid $58 million on the
+Added: revolving credit facility during the nine fiscal months ended September 28, 2024.
+Added: No amounts were outstanding on our revolving credit facility at any fiscal month-end.
+Added: We expect, at least initially, to fund certain future obligations required
+Added: to be paid by the U.S.
+Added: parent company by borrowing under our credit facility.
We also expect to continue to use the credit facility from time-to-time to meet certain short-term financing needs.
−Removed: Additional acquisition activity, convertible debt repurchases, or conversion of our convertible debt instruments may
−Removed: require additional borrowing under our credit facility or may otherwise require us to incur additional debt.
+Added: Additional acquisition activity, convertible
+Added: debt repurchases, or conversion of our convertible debt instruments may require additional borrowing under our credit facility or may otherwise require us to incur additional debt.
No principal payments on our debt are due before 2025.
44 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.