3 unchanged sentences
(Unaudited - In thousands)
−Removed: September 28, 2024
+Added: March 29, 2025
December 31, 2024
22 unchanged sentences
(Unaudited - In thousands)
−Removed: September 28, 2024
+Added: March 29, 2025
December 31, 2024
7 unchanged sentences
Long-term debt less current portion
−Removed: transition tax payable
Deferred income taxes
3 unchanged sentences
Total liabilities
−Removed: Vishay stockholders' equity
Class B convertible common stock
2 unchanged sentences
Treasury stock (at cost)
−Removed: Accumulated other comprehensive income
−Removed: Total Vishay stockholders' equity
−Removed: Noncontrolling interests
+Added: Accumulated other comprehensive income (loss)
Total liabilities and equity
4 unchanged sentences
Fiscal quarters ended
−Removed: September 28, 2024
−Removed: September 30, 2023
+Added: March 29, 2025
+Added: March 30, 2024
Costs of products sold
Selling, general, and administrative expenses
−Removed: Restructuring and severance costs
−Removed: Operating income (loss)
+Added: Operating income
Other income (expense):
Interest expense
−Removed: Loss on early extinguishment of debt
Total other income (expense)
2 unchanged sentences
Net earnings (loss)
−Removed: net earnings (loss) attributable to noncontrolling interests
+Added: net earnings attributable to noncontrolling interests
Net earnings (loss) attributable to Vishay stockholders
9 unchanged sentences
Fiscal quarters ended
−Removed: September 28, 2024
−Removed: September 30, 2023
+Added: March 29, 2025
+Added: March 30, 2024
Net earnings (loss)
8 unchanged sentences
VISHAY INTERTECHNOLOGY, INC.
−Removed: Consolidated Condensed Statements of Operations
−Removed: (Unaudited - In thousands, except per share amounts)
−Removed: Nine fiscal months ended
−Removed: September 28, 2024
−Removed: September 30, 2023
−Removed: Costs of products sold
−Removed: Selling, general, and administrative expenses
−Removed: Restructuring and severance costs
−Removed: Operating income
−Removed: Other income (expense):
−Removed: Interest expense
−Removed: Loss on early extinguishment of debt
−Removed: 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
−Removed: Weighted average shares outstanding - basic
−Removed: Weighted average shares outstanding - diluted
−Removed: Cash dividends per share
−Removed: See accompanying notes.
−Removed: VISHAY INTERTECHNOLOGY, INC.
−Removed: Consolidated Statements of Comprehensive Income
−Removed: (Unaudited - In thousands)
−Removed: Nine fiscal months ended
−Removed: September 28, 2024
−Removed: September 30, 2023
−Removed: Other comprehensive income (loss), net of tax
−Removed: Pension and other post-retirement actuarial items
−Removed: Foreign currency translation adjustment
−Removed: Other comprehensive income (loss)
−Removed: Comprehensive income
−Removed: comprehensive income attributable to noncontrolling interests
−Removed: Comprehensive income attributable to Vishay stockholders
−Removed: See accompanying notes.
−Removed: VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Statements of Cash Flows
(Unaudited - In thousands)
−Removed: Nine fiscal months ended
−Removed: September 28, 2024
−Removed: September 30, 2023
+Added: Three fiscal months ended
+Added: March 29, 2025
+Added: March 30, 2024
Operating activities
−Removed: Adjustments to reconcile net earnings to net cash provided by operating activities:
+Added: Net earnings (loss)
+Added: Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:
Depreciation and amortization
−Removed: Gain on disposal of property and equipment
+Added: (Gain) loss on disposal of property and equipment
Inventory write-offs for obsolescence
1 unchanged sentence
Stock compensation expense
−Removed: Loss on early extinguishment of debt
−Removed: Change in U.S.
−Removed: transition tax liability
−Removed: Change in repatriation tax liability
−Removed: Net change in operating assets and liabilities, net of effects of businesses acquired
+Added: Net change in operating assets and liabilities, net of effects of business acquired
Net cash provided by operating activities
6 unchanged sentences
Other investing activities
−Removed: Net cash provided by (used in) investing activities
+Added: Net cash used in investing activities
Financing activities
−Removed: Proceeds from long-term borrowings
−Removed: Repurchase of convertible senior notes due 2025
−Removed: Net payments on revolving credit facility
−Removed: Debt issuance and amendment costs
−Removed: Cash paid for capped call
+Added: Net proceeds from revolving credit facility
Dividends paid to common stockholders
1 unchanged sentence
Repurchase of common stock held in treasury
−Removed: Distributions to noncontrolling interests
Cash withholding taxes paid when shares withheld for vested equity awards
8 unchanged sentences
(Unaudited - In thousands, except share and per share amounts)
−Removed: Excess of Par
−Removed: Treasury Stock
−Removed: Comprehensive
−Removed: Income (Loss)
−Removed: Stockholders'
−Removed: Noncontrolling
−Removed: Balance at December 31, 2022
−Removed: Other comprehensive income (loss)
−Removed: Issuance of stock and related tax withholdings for vested restricted stock units ( 254,513 shares)
−Removed: Dividends declared ($ 0.10
−Removed: Stock compensation expense
−Removed: Repurchase of common stock held in treasury ( 916,221 shares)
−Removed: Balance at April 1, 2023
−Removed: Other comprehensive income
−Removed: Distributions to noncontrolling interests
−Removed: Dividends declared ($ 0.10
−Removed: Stock compensation expense
−Removed: Repurchase of common stock held in treasury ( 847,202 shares)
−Removed: Balance at July 1, 2023
−Removed: Other comprehensive income (loss)
−Removed: Issuance of stock and related tax withholdings for vested restricted stock units ( 21,617 shares)
−Removed: Dividends declared ($ 0.10
−Removed: Stock compensation expense
−Removed: Repurchase of common stock held in treasury ( 630,446 shares)
−Removed: Capped call transactions, net of tax
−Removed: Balance at September 30, 2023
−Removed: Continues on following page.
−Removed: VISHAY INTERTECHNOLOGY, INC.
−Removed: Consolidated Condensed Statements of Equity (continued)
−Removed: (Unaudited - In thousands, except share and per share amounts)
−Removed: Excess of Par
+Added: Class B Convertible Common Stock
+Added: Capital in Excess of Par Value
+Added: Retained Earnings
Treasury Stock
−Removed: Comprehensive
−Removed: Income (Loss)
−Removed: Stockholders'
−Removed: Noncontrolling
+Added: Accumulated Other Comprehensive Income (Loss)
+Added: Total Vishay Stockholders' Equity
+Added: Noncontrolling Interests
Balance at December 31, 2023
Other comprehensive income (loss)
−Removed: Issuance of stock and related tax withholdings for vested restricted stock units ( 371,055 shares)
+Added: Issuance of stock and related tax withholdings for vested restricted stock units and phantom stock units ( 371,055 shares)
Dividends declared ($ 0.10 per share)
2 unchanged sentences
Balance at March 30, 2024
−Removed: Other comprehensive income (loss)
−Removed: Issuance of stock and related tax withholdings for vested restricted stock units ( 19,809 shares)
−Removed: Dividends declared ($ 0.10
−Removed: Stock compensation expense
−Removed: Repurchase of common stock held in treasury ( 554,587 shares)
−Removed: Balance at June 29, 2024
+Added: Balance at December 31, 2024
Net earnings (loss)
−Removed: Other comprehensive income (loss)
−Removed: Issuance of stock and related tax withholdings for vested restricted stock units ( 4,149 shares)
−Removed: Dividends declared ($ 0.10
+Added: Other comprehensive income
+Added: Issuance of stock and related tax withholdings for vested restricted stock units ( 506,430
+Added: Dividends declared ($ 0.10 per share)
Stock compensation expense
Repurchase of common stock held in treasury ( 728,560 shares)
−Removed: Balance at September 28, 2024
+Added: Balance at March 29, 2025
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, 2024.
−Removed: 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.
+Added: results of operations for the three fiscal months ended March 29, 2025 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,
2 unchanged sentences
The four fiscal
−Removed: quarters in 2023 ended on April 1, 2023, July 1, 2023, September 30, 2023, and December 31, 2023, respectively.
+Added: quarters in 2024 ended on March 30, 2024, June 29, 2024, September 28, 2024, and December 31, 2024, respectively.
Reclassifications
Certain prior period amounts have been reclassified to conform to the current financial statement presentation.
−Removed: Note 2 – Acquisition
−Removed: As part of its growth strategy, the Company seeks to expand through targeted acquisitions of other manufacturers of electronic
−Removed: These acquisition targets include businesses that have established positions in major markets, reputations for product quality and reliability, and product lines with which the Company has substantial marketing and technical expertise.
−Removed: It also includes certain businesses that possess technologies which the Company expects to further develop and commercialize.
−Removed: Newport wafer fab
−Removed: On March 5, 2024 ,
−Removed: the Company acquired Nexperia’s wafer fabrication facility and operations located in Newport, South Wales, U.K.
−Removed: for $ 177,457 in cash, net
−Removed: of cash acquired.
−Removed: The transaction included contingent payments of up to $ 15,000 , held in escrow pending receipt of an export license.
−Removed: wafer fabrication facility is located on 28 acres and is an automotive-certified, 200mm semiconductor wafer fab with capacity to produce more than 30,000 wafers per month.
−Removed: See Note 15 for further discussion on the fair value measurement of the
−Removed: contingent consideration liability.
−Removed: The transaction was funded by Vishay with cash on-hand.
−Removed: To effect the transaction, Vishay acquired a 100 % interest in the legal entity Neptune 6 Limited ,
−Removed: and its wholly-owned operating subsidiary, Nexperia Newport Limited, which owns and operates the Newport facility.
−Removed: Neptune 6 Limited was renamed "Vishay UK Holdings Limited," and Nexperia Newport Limited was renamed "Vishay Newport Limited."
−Removed: Based on an estimate of fair values, the Company allocated the purchase price of the acquisition as follows:
−Removed: Net working deficit (excluding cash and cash equivalents)
−Removed: Property and equipment
−Removed: Customer relationships
−Removed: Deferred taxes, net
−Removed: Total identified assets and liabilities
−Removed: Purchase price, net of cash acquired
−Removed: The acquired assets and liabilities are included in the MOSFETs segment.
−Removed: The weighted average useful lives for
−Removed: customer relationships is 3 years.
−Removed: The goodwill associated with this transaction is not deductible for income tax purposes.
−Removed: The preliminary purchase price allocation is pending finalization of tax filings.
−Removed: There can be no assurance that the
−Removed: estimated amounts recorded represent the final purchase price allocation.
−Removed: NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
−Removed: (dollars in thousands, except per share amounts)
−Removed: The Company recognized $ 2,984
−Removed: of acquisition costs classified as a component of selling, general, and administrative expenses.
−Removed: These costs were recognized in the third and fourth fiscal quarters of 2023 and first fiscal quarter of 2024.
−Removed: The results and operations of this acquisition have been included in the MOSFETs segment since March 5, 2024.
−Removed: inclusion of this acquisition did not have material impact on the MOSFETs segment's or the Company's consolidated results.
−Removed: Ametherm, Inc.
−Removed: On June 5, 2024 , the Company acquired all of the outstanding equity interests of Ametherm, Inc.
−Removed: , a Carson City, Nevada-based manufacturer of inrush current limiting solutions and power thermistors, for $ 31,478 in cash, net of cash acquired.
−Removed: Based on a preliminary estimate of fair values, the Company allocated $ 17,000 of the purchase price to definite-lived intangible assets.
−Removed: After allocating the purchase price to assets acquired and liabilities assumed based on an estimation of their
−Removed: fair values at the date of acquisition, the Company recorded goodwill of $ 11,685 related to this acquisition.
−Removed: The goodwill related to this
−Removed: acquisition is included in the Resistors reporting unit for goodwill impairment testing.
−Removed: The results and operations of this acquisition have been included in the Resistors segment since June 5, 2024.
−Removed: MaxPower Semiconductor, Inc.
−Removed: In October 2022, the Company acquired all of the outstanding equity interests of MaxPower Semiconductor, Inc.
−Removed: , ("MaxPower").
−Removed: The Company paid cash of $ 50,000 , net of cash acquired, at closing.
−Removed: The transaction also included possible contingent payments of up to $ 57,500 ,
−Removed: which would be payable upon the achievement of certain technology milestones, upon favorable resolution of certain technology licensing matters with a third party, and upon the disposition of MaxPower's investment in an equity affiliate.
−Removed: June 29, 2024, the contingent payments upon favorable resolution of certain technology licensing matters with a third party and upon the disposition of MaxPower's investment in an equity affiliate have been resolved.
−Removed: Additionally, $ 2,500 has been paid upon the achievement of the first technology milestone.
−Removed: The Company's estimate of the maximum possible contingent payments
−Removed: remaining is now $ 15,000 .
−Removed: See Note 15 for further discussion on the fair value measurement of the contingent consideration liability.
−Removed: Subsequent Event
−Removed: On November 5, 2024 the Company entered into definitive agreements to acquire Birkelbach Kondensatortechnik GmbH and certain
−Removed: related assets (“Birkelbach”) for approximately € 17,000 ($ 18,500 ).
−Removed: The all-cash transaction is expected to close before December 31, 2024, subject to satisfaction of customary closing conditions.
−Removed: Based in Erndtebrueck, Germany, Birkelbach is a manufacturer of metalized technical films for capacitor
−Removed: Vishay is a major customer of Birkelbach, and the acquired business will be vertically integrated into Vishay’s Capacitors segment.
−Removed: The goodwill related to this acquisition will be included in the Capacitors reporting unit for
−Removed: goodwill impairment testing.
−Removed: Note 3 – Goodwill and Other Intangible Assets
−Removed: Goodwill represents the excess of the cost of businesses acquired over the fair value of the related net assets at the date of acquisition.
−Removed: Goodwill is not amortized but
−Removed: rather is tested for impairment at least annually.
−Removed: These tests are performed more frequently whenever events or changes in circumstances indicate that the assets might be impaired.
−Removed: The Company performs its annual goodwill impairment test as
−Removed: of the first day of the fourth fiscal quarter.
−Removed: 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
−Removed: capital spending activities as potential indicators of impairment requiring an interim goodwill impairment test.
−Removed: The interim goodwill impairment test was performed as of September 28, 2024.
−Removed: 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.
−Removed: The assessment was performed using a weighting of the income and
−Removed: market approaches to determine fair value.
−Removed: The Company used a discounted cash flow (“DCF”) method, using unobservable inputs, as its income approach.
−Removed: The significant assumptions in the DCF method include projected EBITDA and a discount rate (and
−Removed: estimates in the discount rate inputs).
−Removed: The Company used comparable company market multiples for its market approach.
−Removed: The resulting estimates of fair value from the income approach and the market approach were then weighted equally in
−Removed: determining the overall estimated fair value of each reporting unit.
−Removed: 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%.
−Removed: No goodwill impairment charges were
−Removed: 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.
−Removed: There is $ 76,322 of goodwill in this reporting unit as of September 28, 2024.
−Removed: The Company will continue to monitor its reporting units and related goodwill for
−Removed: any possible future non-cash impairment charges.
−Removed: NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
−Removed: (dollars in thousands, except per share amounts)
Note 2 – Restructuring and Related Activities
−Removed: On September 24, 2024, the Company announced the implementation of restructuring actions designed to optimize the Company’s
+Added: In September 2024, the Company announced the implementation of restructuring actions designed to optimize the Company’s
manufacturing footprint and streamline business decision making.
−Removed: The restructuring actions will be implemented in phases and include:
−Removed: Selling, general, and administrative functions will be streamlined beginning in the third fiscal quarter of 2024 through the
−Removed: fourth fiscal quarter of 2025.
−Removed: The closure of three manufacturing facilities.
−Removed: A Diodes segment back-end facility in Shanghai, China is expected to be closed by
−Removed: the end of 2026 with production transfers completed in phases beginning in the fourth quarter of 2025.
−Removed: In addition, two small facilities in the Resistors segment in Fichtelberg, Germany, and in Milwaukee, Wisconsin, are expected to be
−Removed: closed in 2026.
−Removed: Various changes in manufacturing operations and production transfers.
−Removed: 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.
−Removed: Severance benefits are generally paid
−Removed: in a lump sum at cessation of employment.
−Removed: Payments prior to the end of the fiscal third quarter were not material.
−Removed: The current portion of the liability is $ 23,649 and is included in other accrued expenses in the accompanying consolidated condensed balance sheet.
−Removed: The non-current portion of the liability is $ 16,709 and is included in other liabilities in the accompanying consolidated condensed balance sheet.
+Added: The following table summarizes activity to date related to this program:
+Added: Expense recorded in 2024
+Added: Foreign currency translation
+Added: Balance at December 31, 2024
+Added: Foreign currency translation
+Added: Balance at March 29, 2025
+Added: Severance payment terms vary by country, but are generally paid in a lump sum at cessation of employment.
+Added: Some payments are
+Added: made over an extended period.
+Added: The current portion of the liability is $ 14,806 and is included in other accrued expenses in the
+Added: accompanying consolidated condensed balance sheet.
+Added: The non-current portion of the liability is $ 14,662 and is included in other
+Added: liabilities in the accompanying consolidated condensed balance sheet.
+Added: NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
+Added: (dollars in thousands, except per share amounts)
Note 3 – Leases
The net right of use assets and lease liabilities recognized on the consolidated condensed balance sheets for the Company's operating leases were as
−Removed: September 28, 2024
+Added: March 29, 2025
December 31, 2024
13 unchanged sentences
Lease expense is classified in the statements of operations based on asset use.
−Removed: Total lease cost recognized on the consolidated condensed statements of
−Removed: operations is as follows:
+Added: Total lease cost recognized on the consolidated condensed statements of operations is as follows:
Fiscal quarters ended
−Removed: Nine fiscal months ended
−Removed: September 28, 2024
−Removed: September 30, 2023
−Removed: September 28, 2024
−Removed: September 30, 2023
+Added: March 29, 2025
+Added: March 30, 2024
Lease expense
3 unchanged sentences
Total lease expense
−Removed: The Company paid $ 22,618 and $ 20,912 for its operating leases in the nine
−Removed: 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.
−Removed: The weighted-average remaining lease term for the Company's operating leases is
−Removed: 8.9 years and the weighted-average discount rate is 6.6 % as of September 28, 2024.
+Added: The Company paid $ 7,242 and $ 7,540 for its operating leases in the three
+Added: fiscal months ended March 29, 2025 and March 30, 2024, 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 8.6 years and the weighted-average discount rate is 6.6 %
+Added: as of March 29, 2025.
The undiscounted future lease payments for the Company's operating lease liabilities are as follows:
−Removed: September 28, 2024
−Removed: 2024 (excluding the nine fiscal months ended September 28, 2024)
+Added: March 29, 2025
+Added: 2025 (excluding the three fiscal months ended March 29, 2025)
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 September 28, 2024 and September 30, 2023
+Added: The effective tax rates for the periods ended March 29, 2025 and March 30, 2024
reflect the Company’s expected tax rate on reported income before income tax and tax adjustments.
3 unchanged sentences
In December 2021, the Organization for Economic Co-operation and Development (“OECD”) issued model rules for a new global minimum tax (“Pillar Two”).
−Removed: Various jurisdictions around the world have passed, or are in the process of passing, legislation to enact Pillar Two and certain Pillar Two rules take effect in 2024 and 2025 in those jurisdictions.
+Added: Various jurisdictions around the world have passed legislation to enact Pillar Two and certain Pillar Two rules are in effect for 2025.
The United States has not adopted Pillar Two.
−Removed: The Company is continuing to monitor the impacts of Pillar Two on its operations and does not anticipate a material increase in income tax expense associated with jurisdictions that have implemented an income inclusion rule.
−Removed: The Company is
−Removed: continuing to monitor and assess the impacts of Pillar Two rules set to take effect in 2025, such as the under-taxed profits rule.
−Removed: The Company repatriated $ 120,000 of
−Removed: accumulated earnings to the United States in the second fiscal quarter of 2024 and paid withholding taxes, in Israel, of $ 15,000 .
−Removed: withholding tax expense for the repatriation was recorded in prior years.
−Removed: During the nine fiscal months ended September 28, 2024,
−Removed: the liabilities for unrecognized tax benefits decreased $ 170 on a net basis, primarily due to statute expirations, partially offset by
−Removed: accruals for the current period.
+Added: The Company does not anticipate a material increase in income tax
+Added: expense for 2025 due to Pillar Two and the Company is continuing to monitor Pillar Two developments and the potential future impact on its operations and income tax expense.
+Added: During the three fiscal months ended March 29, 2025,
+Added: the liabilities for unrecognized tax benefits decreased $ 963 on a net basis, primarily due to the settlement of tax audits, partially
+Added: offset by accruals for the current period.
Note 5 – Long-Term Debt
Long-term debt consists of the following:
−Removed: September 28, 2024
+Added: March 29, 2025
December 31, 2024
4 unchanged sentences
Less current portion
−Removed: The following table summarizes some key facts and terms regarding the outstanding convertible senior notes as of September 28, 2024:
+Added: The following table summarizes some key facts and terms regarding the outstanding convertible senior notes as of March 29, 2025:
Issuance date
4 unchanged sentences
September 15, 2030
−Removed: Principal amount as of September 28, 2024
+Added: Principal amount as of March 29, 2025
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
−Removed: facility, the 2025 Notes remain classified as long-term liabilities.
−Removed: On August 15, 2024 , the Company entered into an amendment to its credit agreement with a consortium of
−Removed: banks led by JPMorgan Chase Bank, N.A., as administrative agent, and the lenders and other parties thereto (the "Credit Facility").
−Removed: The amendment redefines the Interest Coverage Ratio to remove Capital Expenditures from the calculation, increases the minimum
−Removed: 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
−Removed: increases the threshold of Investments of Subsidiaries that are not Loan Parties to $ 300,000 .
−Removed: Other significant terms and conditions of the Credit Facility have not been modified.
+Added: *As the Company has the intent and ability to refinance its
+Added: convertible senior notes due 2025 (the "2025 Notes") upon maturity using its revolving credit facility, the 2025 Notes remain classified as long-term liabilities.
+Added: ** The 2025 Notes became convertible on December 15, 2024 and will remain convertible until maturity.
+Added: Accordingly, 130% of the conversion price of the 2025
+Added: Notes is not applicable.
financing costs are recognized as non-cash interest expense.
−Removed: 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
−Removed: ended September 30, 2023, respectively.
−Removed: to the end of the third fiscal quarter of 2024, the Company repurchased $ 40,684 principal amount of 2025 Notes.
−Removed: The repurchase was
−Removed: funded with a draw on the Credit Facility.
+Added: Non-cash interest expense was $ 1,223 and $ 1,213 for the fiscal quarters ended March 29, 2025 and March 30, 2024, respectively.
NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1 unchanged sentence
Note 6 – Stockholders' Equity
−Removed: In 2022, the Company's Board of Directors adopted a Stockholder Return Policy that will remain in effect until such time as the Board votes to amend or rescind the policy.
−Removed: The Stockholder Return
−Removed: Policy calls for the Company to return a prescribed amount of cash flows on an annual basis.
−Removed: The Company intends to return such amounts directly, in the form of dividends, or indirectly, in the form of stock repurchases.
+Added: In 2022, the Company's Board of Directors adopted a Stockholder Return Policy that
+Added: will remain in effect until such time as the Board votes to amend or rescind the policy.
+Added: The Stockholder Return Policy calls for the Company to return a prescribed amount of cash flows on an annual basis.
+Added: The Company intends to return such
+Added: amounts directly, in the form of dividends, or indirectly, in the form of stock repurchases.
The following table summarizes activity pursuant to this policy:
Fiscal quarters ended
−Removed: Nine fiscal months ended
−Removed: September 28, 2024
−Removed: September 30, 2023
−Removed: September 28, 2024
−Removed: September 30, 2023
+Added: March 29, 2025
+Added: March 30, 2024
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 9,233,213 and 7,535,881 as of September 28, 2024 and December 31, 2023, respectively.
+Added: The number of shares of common stock being held as treasury stock was 10,662,155 and 9,933,595 as of March 29, 2025 and December 31, 2024, respectively.
Note 7 – Revenue Recognition
1 unchanged sentence
Fiscal quarters ended
−Removed: Nine fiscal months ended
−Removed: September 28, 2024
−Removed: September 30, 2023
−Removed: September 28, 2024
−Removed: September 30, 2023
+Added: March 29, 2025
+Added: March 30, 2024
Beginning balance
3 unchanged sentences
Ending balance
+Added: See disaggregated revenue information in Note 11.
Note 8 – Accumulated Other Comprehensive Income (Loss)
6 unchanged sentences
Net other comprehensive income (loss)
−Removed: Balance at September 28, 2024
+Added: Balance at March 29, 2025
Reclassifications of pension and other post-retirement actuarial items out of AOCI are included in the computation of net periodic benefit cost.
4 unchanged sentences
The Company maintains various retirement benefit plans.
−Removed: The service cost component of net periodic pension cost is classified in costs of products sold or
−Removed: selling, general, and administrative expenses on the consolidated condensed statements of operations based on the respective employee's function.
−Removed: The other components of net periodic pension cost are classified as other expense on the consolidated
−Removed: condensed statements of operations.
+Added: The service cost component of net periodic pension cost is classified in costs of products sold
+Added: or selling, general, and administrative expenses on the consolidated condensed statements of operations based on the respective employee's function.
+Added: The other components of net periodic pension cost are classified as other expense on the
+Added: consolidated condensed statements of operations.
Defined Benefit Pension Plans
−Removed: 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:
+Added: The following table shows the components of the net periodic pension cost for the first fiscal quarters of 2025 and 2024 for the Company’s defined benefit pension plans:
Fiscal quarter ended
−Removed: September 28, 2024
+Added: March 29, 2025
Fiscal quarter ended
−Removed: September 30, 2023
−Removed: Net service cost
−Removed: Interest cost
−Removed: Expected return on plan assets
−Removed: Amortization of prior service cost
−Removed: Amortization of losses (gains)
−Removed: Curtailment and settlement losses
−Removed: Net periodic benefit cost
−Removed: 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:
−Removed: Nine fiscal months ended
−Removed: September 28, 2024
−Removed: Nine fiscal months ended
−Removed: September 30, 2023
+Added: March 30, 2024
Net service cost
5 unchanged sentences
Net periodic benefit cost
−Removed: NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
−Removed: (dollars in thousands, except per share amounts)
Other Postretirement Benefits
−Removed: 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:
+Added: The following table shows the components of the net periodic benefit cost for the first fiscal quarters of 2025 and 2024 for the Company’s other postretirement benefit plans:
Fiscal quarter ended
−Removed: September 28, 2024
+Added: March 29, 2025
Fiscal quarter ended
−Removed: September 30, 2023
−Removed: Interest cost
−Removed: Amortization of losses (gains)
−Removed: Net periodic benefit cost
−Removed: 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:
−Removed: Nine fiscal months ended
−Removed: September 28, 2024
−Removed: Nine fiscal months ended
−Removed: September 30, 2023
+Added: March 30, 2024
Interest cost
6 unchanged sentences
Fiscal quarters ended
−Removed: Nine fiscal months ended
−Removed: September 28, 2024
−Removed: September 30, 2023
−Removed: September 28, 2024
−Removed: September 30, 2023
+Added: March 29, 2025
+Added: March 30, 2024
Restricted stock units ("RSUs")
Phantom stock units
−Removed: The following table summarizes unrecognized compensation cost and the weighted average remaining amortization periods at September 28, 2024 (amortization periods in years) :
+Added: The following table summarizes unrecognized compensation cost and the weighted average remaining amortization periods at March 29, 2025 (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 September 28, 2024
−Removed: and changes during the nine fiscal months then ended are presented below (number of RSUs in thousands) :
+Added: RSU activity as of March 29, 2025 and
+Added: changes during the three fiscal months then ended are presented below (number of RSUs in thousands) :
Fair Value per
1 unchanged sentence
Cancelled or forfeited
−Removed: Outstanding at September 28, 2024
−Removed: Expected to vest at September 28, 2024
−Removed: * Employees in certain countries are granted equity-linked awards that will be settled in cash and are accounted for as liability
−Removed: The liability awards are not material.
−Removed: The number of RSUs granted excludes these awards.
−Removed: ** The number of RSUs vested includes shares that the Company withheld on behalf of employees to satisfy the statutory tax withholding requirements.
−Removed: The number of performance-based RSUs that are scheduled to vest increases ratably based on the achievement of defined performance and market criteria between
−Removed: the established target and maximum levels.
−Removed: RSUs with performance-based and market-based vesting criteria are expected to vest as follows (number of RSUs in
+Added: Outstanding at March 29, 2025
+Added: Expected to vest at March 29, 2025
+Added: * The number of RSUs vested includes
+Added: shares that the Company withheld on behalf of employees to satisfy the statutory tax withholding requirements.
+Added: The number of performance-based RSUs that are scheduled to vest increases ratably based on the achievement of defined performance and market criteria
+Added: between the established target and maximum levels.
+Added: RSUs with performance-based and market-based vesting criteria are expected to vest as follows (number
+Added: of RSUs in thousands) :
January 1, 2026
3 unchanged sentences
Phantom Stock Units
−Removed: Phantom stock unit activity as of September 28, 2024
−Removed: and changes during the nine fiscal months then ended are presented below (number of phantom stock units in thousands) :
+Added: The following table summarizes the Company's phantom stock units activity (number of phantom stock units in thousands) :
Fair Value per
1 unchanged sentence
Dividend equivalents issued
−Removed: Outstanding at September 28, 2024
+Added: Outstanding at March 29, 2025
NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
3 unchanged sentences
Optoelectronic
−Removed: Fiscal quarter ended September 28, 2024 :
+Added: Fiscal quarter ended March 29, 2025 :
+Added: Cost of products sold (excluding depreciation)
+Added: Depreciation expense in costs of products sold
+Added: Total costs of products sold
+Added: Segment operating expenses
Segment operating income (loss)
−Removed: Fiscal quarter ended September 30, 2023 :
−Removed: Segment Operating Income
−Removed: Nine fiscal months ended September 28, 2024 :
−Removed: Segment Operating Income
−Removed: Nine fiscal months ended September 30, 2023 :
+Added: Total depreciation expense
+Added: Capital expenditures
+Added: Total assets as of March 29, 2025:
+Added: Fiscal quarter ended March 30, 2024:
+Added: Cost of products sold (excluding depreciation)
+Added: Depreciation expense in cost of products sold
+Added: Total cost of products sold
+Added: Segment operating expenses
Segment operating income
+Added: Total depreciation expense
+Added: Capital expenditures
+Added: Total assets as of March 30, 2024:
+Added: NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
+Added: (dollars in thousands, except per share amounts)
Fiscal quarters ended
−Removed: Nine fiscal months ended
−Removed: September 28, 2024
−Removed: September 30, 2023
−Removed: September 28, 2024
−Removed: September 30, 2023
+Added: March 29, 2025
+Added: March 30, 2024
Reconciliation:
Segment Operating Income
−Removed: Restructuring and Severance Costs
Unallocated Selling, General, and Administrative Expenses
−Removed: Consolidated Operating Income (Loss)
+Added: Consolidated Operating Income
Unallocated Other Income (Expense)
−Removed: Consolidated Income (Loss) Before Taxes
−Removed: NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
−Removed: (dollars in thousands, except per share amounts)
−Removed: The Company has a broad line of products that it sells to original equipment manufacturers ("OEMs"), electronic manufacturing services ("EMS") companies,
−Removed: and independent distributors.
−Removed: The distribution of sales by channel is shown below:
+Added: Consolidated Income Before Taxes
+Added: The Company has a broad line of products that it sells to OEMs, EMS companies, and independent distributors.
+Added: The distribution of sales by customer type is
Fiscal quarters ended
−Removed: Nine fiscal months ended
−Removed: September 28, 2024
−Removed: September 30, 2023
−Removed: September 28, 2024
−Removed: September 30, 2023
+Added: March 29, 2025
+Added: March 30, 2024
EMS companies
2 unchanged sentences
Fiscal quarters ended
−Removed: Nine fiscal months ended
−Removed: September 28, 2024
−Removed: September 30, 2023
−Removed: September 28, 2024
−Removed: September 30, 2023
+Added: March 29, 2025
+Added: March 30, 2024
Total Revenue
−Removed: The Company generates substantially all of its revenue from product sales to end customers in the industrial, automotive, telecommunications, computing,
−Removed: consumer products, power supplies, military and aerospace, and medical end markets.
+Added: The Company generates substantially all of its revenue from product sales to end customers in the industrial, automotive, computing, military and
+Added: aerospace, consumer products, power supplies, medical, and telecommunications end markets.
Sales by end market are presented below:
Fiscal quarters ended
−Removed: Nine fiscal months ended
−Removed: September 28, 2024
−Removed: September 30, 2023
−Removed: September 28, 2024
−Removed: September 30, 2023
+Added: March 29, 2025
+Added: March 30, 2024
Military and Aerospace
Total Revenue
+Added: *Power supplies, telecommunications, consumer products, and computing.
NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
3 unchanged sentences
Fiscal quarters ended
−Removed: Nine fiscal months ended
−Removed: September 28, 2024
−Removed: September 30, 2023
−Removed: September 28, 2024
−Removed: September 30, 2023
+Added: March 29, 2025
+Added: March 30, 2024
Net earnings (loss) attributable to Vishay stockholders
2 unchanged sentences
Outstanding phantom stock units
−Removed: Adjusted weighted average shares
+Added: Adjusted weighted average shares - basic
Effect of dilutive securities:
5 unchanged sentences
Diluted earnings (loss) per share attributable to Vishay stockholders
−Removed: Diluted earnings per share for the periods presented do not reflect the following weighted average potential common shares that would have an antidilutive
−Removed: effect or have unsatisfied performance conditions (in thousands) :
+Added: Diluted earnings (loss) per share for the periods presented do not reflect the following weighted average potential common shares that would have an
+Added: antidilutive effect or have unsatisfied performance conditions (in thousands) :
Fiscal quarters ended
−Removed: Nine fiscal months ended
−Removed: September 28, 2024
−Removed: September 30, 2023
−Removed: September 28, 2024
−Removed: September 30, 2023
+Added: March 29, 2025
+Added: March 30, 2024
Restricted stock units
−Removed: 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 (loss) per share computation for the convertible senior notes due 2025 and due 2030.
−Removed: Upon Vishay exercising its
−Removed: 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
−Removed: in common stock.
−Removed: Pursuant to the indenture governing the convertible senior notes due 2030, Vishay will satisfy its conversion obligations by paying $1 cash per $1
−Removed: 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, which were not included in the
−Removed: calculation of diluted earnings per share as their effect would have been anti-dilutive.
−Removed: 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.
+Added: If the average market price of Vishay common stock is less than the effective conversion prices of the convertible senior notes due 2025 and due 2030,
+Added: 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 existing right to legally amend the indenture governing the convertible
+Added: senior notes due 2025, Vishay will satisfy its conversion obligations by paying $1 cash per $1 principal amount of converted notes and settle any additional amounts due in common stock.
+Added: Pursuant to the indenture governing the convertible senior
+Added: 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.
+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
+Added: the calculation of diluted earnings per share as their effect would have been anti-dilutive.
+Added: The capped calls are intended to reduce the potential dilution to the Company's common stock in the event that at the time of conversion of the
+Added: convertible senior notes due 2030 the Company's common stock price exceeds the conversion price of the convertible senior notes due 2030 .
NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
2 unchanged sentences
The following table provides the financial assets and liabilities carried at fair value measured on a recurring basis:
−Removed: September 28, 2024
+Added: March 29, 2025
Assets held in rabbi trusts
4 unchanged sentences
Available for sale securities
−Removed: MaxPower acquisition contingent consideration
+Added: Acquisitions contingent consideration
There have been no changes in the classification of any financial instruments within the fair value hierarchy in the periods
−Removed: 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.
−Removed: 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.
9 unchanged sentences
The fair value measurement of the investments is considered a Level 1 measurement within the fair value hierarchy.
−Removed: The Company may be required to make certain contingent payments to non-employee equity holders of MaxPower pursuant to the acquisition agreement, which
−Removed: will be payable upon the achievement of certain technology milestones.
−Removed: The Company may be required to make certain contingent payments upon the receipt of an export license pursuant to the Newport wafer fab acquisition agreement.
−Removed: The fair value
−Removed: 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
−Removed: Level 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 September 28, 2024 and December 31, 2023 is approximately $ 789,100 and $ 836,200 , respectively,
−Removed: compared to its carrying value, excluding the deferred financing costs, of $ 845,102 .
−Removed: The Company estimates the fair value of its
−Removed: 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.
+Added: The Company may be required to make certain contingent consideration payments related to acquisitions.
+Added: The fair value of these contingent payments is
+Added: determined by estimating the net present value of the expected cash flows based on the probability of expected payments.
+Added: The fair value measurement of the contingent consideration payments is considered a Level 3 measurement within the fair
+Added: value hierarchy.
+Added: The fair value of the long-term debt, excluding the derivative liabilities and deferred financing costs, at March 29, 2025 and December 31, 2024 is approximately $ 939,000 and $ 850,600 , respectively,
+Added: compared to its carrying value, excluding the deferred financing costs, of $ 1,009,911 and $ 927,911 , respectively.
+Added: The Company estimates the fair value of its long-term debt using a combination of quoted market prices for similar financing arrangements and expected
+Added: future payments discounted at risk-adjusted rates, which are considered Level 2 inputs.
NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
−Removed: 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
+Added: At March 29, 2025 and December 31, 2024, the Company’s short-term investments were comprised of time deposits with financial institutions that have maturities that exceed
90 days from the date of acquisition;
10 unchanged sentences
Interest on the securities is recognized as interest income when earned.
−Removed: At 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: At March 29, 2025 and December 31, 2024, the Company’s cash and cash equivalents were comprised of demand deposits, time deposits with maturities of three months or less
when purchased, and money market funds.
6 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.