Item 1. Financial Statements
Item 1. Financial Statements
VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Balance Sheets
(Unaudited - In thousands)
June 28, 2025
December 31, 2024
Assets
Current assets:
Cash and cash equivalents
$
473,860
$
590,286
Short-term investments
5,217
16,130
Accounts receivable, net
461,809
401,901
Inventories:
Finished goods
192,393
175,176
Work in process
326,575
296,393
Raw materials
235,898
217,812
Total inventories
754,866
689,381
Prepaid expenses and other current assets
216,330
217,809
Total current assets
1,912,082
1,915,507
Property and equipment, at cost:
Land
86,411
84,124
Buildings and improvements
813,274
766,058
Machinery and equipment
3,433,596
3,259,213
Construction in progress
421,365
367,564
Allowance for depreciation
( 3,124,035
)
( 2,931,221
)
Property and equipment, net
1,630,611
1,545,738
Right of use assets
122,554
117,953
Deferred income taxes
179,215
159,769
Goodwill
180,348
179,005
Other intangible assets, net
86,195
87,223
Other assets
110,650
105,501
Total assets
$
4,221,655
$
4,110,696
Continues on following page.
4
VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Balance Sheets (continued)
(Unaudited - In thousands)
June 28, 2025
December 31, 2024
Liabilities and equity
Current liabilities:
Trade accounts payable
$
224,346
$
216,313
Payroll and related expenses
176,553
137,101
Lease liabilities
26,986
25,901
Other accrued expenses
268,101
264,471
Income taxes
11,308
64,562
Total current liabilities
707,294
708,348
Long-term debt less current portion
914,504
905,019
Deferred income taxes
98,320
96,363
Long-term lease liabilities
98,970
94,218
Other liabilities
119,573
104,086
Accrued pension and other postretirement costs
188,003
173,700
Total liabilities
2,126,664
2,081,734
Equity:
Common stock
13,415
13,361
Class B convertible common stock
1,210
1,210
Capital in excess of par value
1,314,066
1,306,245
Retained earnings
926,267
955,500
Treasury stock (at cost)
( 224,592
)
( 212,062
)
Accumulated other comprehensive income (loss)
64,625
( 35,292
)
Total equity
2,094,991
2,028,962
Total liabilities and equity
$
4,221,655
$
4,110,696
See accompanying notes.
5
VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Statements of Operations
(Unaudited - In thousands, except per share amounts)
Fiscal quarters ended
June 28, 2025
June 29, 2024
Net revenues
$
762,250
$
741,239
Costs of products sold
613,567
578,369
Gross profit
148,683
162,870
Selling, general, and administrative expenses
126,565
124,953
Operating income
22,118
37,917
Other income (expense):
Interest expense
( 10,588
)
( 6,657
)
Other
747
5,011
Total other income (expense)
( 9,841
)
( 1,646 )
Income before taxes
12,277
36,271
Income tax expense
10,273
12,391
Net earnings
2,004
23,880
Less: net earnings attributable to noncontrolling interests
-
347
Net earnings attributable to Vishay stockholders
$
2,004
$
23,533
Basic earnings per share attributable to Vishay stockholders
$
0.01
$
0.17
Diluted earnings per share attributable to Vishay stockholders
$
0.01
$
0.17
Weighted average shares outstanding - basic
135,702
137,326
Weighted average shares outstanding - diluted
136,167
138,084
Cash dividends per share
$
0.10
$
0.10
See accompanying notes.
6
VISHAY INTERTECHNOLOGY, INC.
Consolidated Statements of Comprehensive Income
(Unaudited - In thousands)
Fiscal quarters ended
June 28, 2025
June 29, 2024
Net earnings
$
2,004
$
23,880
Other comprehensive income (loss), net of tax
Pension and other post-retirement actuarial items
138
388
Foreign currency translation adjustment
68,575
( 7,672
)
Other comprehensive income (loss)
68,713
( 7,284
)
Comprehensive income
70,717
16,596
Less: comprehensive income attributable to noncontrolling interests
-
347
Comprehensive income attributable to Vishay stockholders
$
70,717
$
16,249
See accompanying notes.
7
VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Statements of Operations
(Unaudited - In thousands, except per share amounts)
Six fiscal months ended
June 28, 2025
June 29, 2024
Net revenues
$
1,477,486
$
1,487,518
Costs of products sold
1,193,249
1,154,241
Gross profit
284,237
333,277
Selling, general, and administrative expenses
261,304
252,689
Operating income
22,933
80,588
Other income (expense):
Interest expense
( 19,378
)
( 13,153
)
Other
4,494
13,098
Total other income (expense)
( 14,884
)
( 55
)
Income before taxes
8,049
80,533
Income tax expense
10,137
25,210
Net earnings (loss)
( 2,088
)
55,323
Less: net earnings attributable to noncontrolling interests
-
866
Net earnings (loss) attributable to Vishay stockholders
$
( 2,088
)
$
54,457
Basic earnings (loss) per share attributable to Vishay stockholders
$
( 0.02
)
$
0.40
Diluted earnings (loss) per share attributable to Vishay stockholders
$
( 0.02
)
$
0.39
Weighted average shares outstanding - basic
135,750
137,525
Weighted average shares outstanding - diluted
135,750
138,279
Cash dividends per share
$
0.20
$
0.20
See accompanying notes.
8
VISHAY INTERTECHNOLOGY, INC.
Consolidated Statements of Comprehensive Income
(Unaudited - In thousands)
Six fiscal months ended
June 28, 2025
June 29, 2024
Net earnings (loss)
$
( 2,088
)
$
55,323
Other comprehensive income (loss), net of tax
Pension and other post-retirement actuarial items
440
( 1,808
)
Foreign currency translation adjustment
99,477
( 25,498
)
Other comprehensive income (loss)
99,917
( 27,306
)
Comprehensive income
97,829
28,017
Less: comprehensive income attributable to noncontrolling interests
-
866
Comprehensive income attributable to Vishay stockholders
$
97,829
$
27,151
See accompanying notes.
9
VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Statements of Cash Flows
(Unaudited - In thousands)
Six fiscal months ended
June 28, 2025
June 29, 2024
Operating activities
Net earnings (loss)
$
( 2,088
)
$
55,323
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:
Depreciation and amortization
109,743
101,677
(Gain) loss on disposal of property and equipment
73
( 1,091
)
Inventory write-offs for obsolescence
17,456
19,051
Deferred income taxes
( 6,034
)
5,589
Stock compensation expense
11,736
9,293
Other
( 3,606
)
( 632
)
Change in U.S. transition tax liability
( 47,027
)
( 37,622
)
Change in repatriation tax liability
( 9,375
)
( 15,000
)
Net change in operating assets and liabilities, net of effects of businesses acquired
( 63,571
)
( 81,107
)
Net cash provided by operating activities
7,307
55,481
Investing activities
Capital expenditures
( 126,167
)
( 115,648
)
Proceeds from sale of property and equipment
494
1,265
Purchase of businesses, net of cash acquired
-
( 200,185
)
Purchase of short-term investments
( 28,481
)
( 59,638
)
Maturity of short-term investments
39,400
80,110
Other investing activities
( 661
)
( 1,220
)
Net cash used in investing activities
( 115,415
)
( 295,316
)
Financing activities
Principal payments on long-term debt
( 41,911
)
-
Net proceeds from revolving credit facility
49,000
-
Dividends paid to common stockholders
( 24,700
)
( 25,033
)
Dividends paid to Class B common stockholders
( 2,419
)
( 2,419
)
Repurchase of common stock held in treasury
( 12,538
)
( 25,160
)
Cash withholding taxes paid when shares withheld for vested equity awards
( 3,957
)
( 4,058
)
Other financing activities
10,078
-
Net cash used in financing activities
( 26,447
)
( 56,670
)
Effect of exchange rate changes on cash and cash equivalents
18,129
( 3,483
)
Net decrease in cash and cash equivalents
( 116,426
)
( 299,988
)
Cash and cash equivalents at beginning of period
590,286
972,719
Cash and cash equivalents at end of period
$
473,860
$
672,731
See accompanying notes.
10
VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Statements of Equity
(Unaudited - In thousands, except share and per share amounts)
Common
Stock
Class B
Convertible
Common
Stock
Capital in
Excess of Par
Value
Retained
Earnings
Treasury Stock
Accumulated
Other
Comprehensive
Income (Loss)
Total Vishay
Stockholders'
Equity
Noncontrolling
Interests
Total
Equity
Balance at December 31, 2023
$
13,319
$
1,210
$
1,291,499
$
1,041,372
$
( 161,656
)
$
10,337
$
2,196,081
$
4,725
$
2,200,806
Net earnings
-
-
-
30,924
-
-
30,924
519
31,443
Other comprehensive income (loss)
-
-
-
-
-
( 20,022
)
( 20,022
)
-
( 20,022
)
Issuance of stock and related tax withholdings for vested restricted stock units ( 371,055 shares)
38
-
( 4,091
)
-
-
-
( 4,053
)
-
( 4,053
)
Dividends declared ($ 0.10
per share)
-
-
13
( 13,765
)
-
-
( 13,752
)
-
( 13,752
)
Stock compensation expense
-
-
5,344
-
-
-
5,344
-
5,344
Repurchase of common stock held in treasury ( 565,420 shares)
-
-
-
-
( 12,538
)
-
( 12,538
)
-
( 12,538
)
Balance at March 30, 2024
$
13,357
$
1,210
$
1,292,765
$
1,058,531
$
( 174,194
)
$
( 9,685
)
$
2,181,984
$
5,244
$
2,187,228
Net earnings
-
-
-
23,533
-
-
23,533
347
23,880
Other comprehensive income (loss)
-
-
-
-
-
( 7,284
)
( 7,284
)
-
( 7,284
)
Issuance of stock and related tax withholdings for vested restricted stock units ( 19,809 shares)
1
-
( 6
)
-
-
-
( 5
)
-
( 5
)
Dividends declared ($ 0.10
per share)
-
-
13
( 13,713
)
-
-
( 13,700
)
-
( 13,700
)
Stock compensation expense
-
-
3,949
-
-
-
3,949
-
3,949
Repurchase of common stock held in treasury ( 554,587 shares)
-
-
-
-
( 12,622
)
-
( 12,622
)
-
( 12,622
)
Balance at June 29, 2024
$
13,358
$
1,210
$
1,296,721
$
1,068,351
$
( 186,816
)
$
( 16,969
)
$
2,175,855
$
5,591
$
2,181,446
Balance at December 31, 2024
$
13,361
$
1,210
$
1,306,245
$
955,500
$
( 212,062
)
$
( 35,292
)
$
2,028,962
$
-
$
2,028,962
Net earnings (loss)
-
-
-
( 4,092
)
-
-
( 4,092
)
-
( 4,092
)
Other comprehensive income
-
-
-
-
-
31,204
31,204
-
31,204
Issuance of stock and related tax withholdings for vested restricted stock units ( 506,430 shares)
50
-
( 3,943
)
-
-
-
( 3,893
)
-
( 3,893
)
Dividends declared ($ 0.10
per share)
-
-
13
( 13,575
)
-
-
( 13,562
)
-
( 13,562
)
Stock compensation expense
-
-
6,051
-
-
-
6,051
-
6,051
Repurchase of common stock held in treasury ( 728,560 shares)
-
-
-
-
( 12,538
)
-
( 12,538
)
-
( 12,538
)
Balance at March 29, 2025
$
13,411
$
1,210
$
1,308,366
$
937,833
$
( 224,600
)
$
( 4,088
)
$
2,032,132
$
-
$
2,032,132
Net earnings
-
-
-
2,004
-
-
2,004
-
2,004
Other comprehensive income
-
-
-
-
-
68,713
68,713
-
68,713
Issuance of stock and related tax withholdings for vested restricted stock units ( 35,366 shares)
4
-
( 68
)
-
-
-
( 64
)
-
( 64
)
Dividends declared ($ 0.10 per share)
-
-
13
( 13,570
)
-
-
( 13,557
)
-
( 13,557
)
Stock compensation expense
-
-
5,685
-
-
-
5,685
-
5,685
Other
-
-
70
-
8
-
78
-
78
Balance at June 28, 2025
$
13,415
$
1,210
$
1,314,066
$
926,267
$
( 224,592
)
$
64,625
$
2,094,991
$
-
$
2,094,991
See accompanying notes.
11
NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
Note 1 – Basis of Presentation
The accompanying unaudited consolidated condensed financial statements of Vishay Intertechnology, Inc. (“Vishay” or the “Company”) have been prepared in
accordance with the instructions to Form 10-Q and therefore do not include all information and footnotes necessary for presentation of financial position, results of operations, and cash flows required by accounting principles generally accepted in
the United States (“GAAP”) for complete financial statements. The information furnished reflects all normal recurring adjustments which are, in the opinion of management, necessary for a fair summary of the financial position, results of operations,
and cash flows for the interim periods presented. 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. The
results of operations for the fiscal quarter and six fiscal months ended June 28, 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,
which always begins on January 1, and the fourth fiscal quarter, which always ends on December 31. The four fiscal quarters in 2025 end on March 29, 2025, June 28, 2025, September 27, 2025, and December 31, 2025, respectively. The four fiscal
quarters in 2024 ended on March 30, 2024, June 29, 2024, September 28, 2024, and December 31, 2024, respectively.
Selling, General, and Administrative Expenses
Selling, general, and administrative expenses for the fiscal quarter and six fiscal months ended June 28, 2025 include an $ 11,293 benefit recognized upon the favorable resolution of a contingency.
Reclassifications
Certain prior period amounts have been reclassified to conform to the current financial statement presentation.
Note 2 – Restructuring and Related Activities
In September 2024, the Company announced the implementation of restructuring actions designed to optimize the Company’s
manufacturing footprint and streamline business decision making.
The following table summarizes activity to date related to this program:
Expense recorded in 2024
$
40,614
Utilized
( 8,734
)
Foreign currency translation
( 1,292
)
Balance at December 31, 2024
$
30,588
Utilized
( 7,820
)
Foreign currency translation
1,623
Balance at June 28, 2025
$
24,391
Severance payment terms vary by country, but are generally paid in a lump sum at cessation of employment. Some payments are
made over an extended period. The current portion of the liability is $ 9,354 and is included in other accrued expenses in the
accompanying consolidated condensed balance sheet. The non-current portion of the liability is $ 15,037 and is included in other
liabilities in the accompanying consolidated condensed balance sheet.
12
NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(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
follows:
June 28, 2025
December 31, 2024
Right of use assets
Operating Leases
Buildings and improvements
$
117,278
$
112,528
Machinery and equipment
5,276
5,425
Total
$
122,554
$
117,953
Current lease liabilities
Operating Leases
Buildings and improvements
$
24,018
$
22,993
Machinery and equipment
2,968
2,908
Total
$
26,986
$
25,901
Long-term lease liabilities
Operating Leases
Buildings and improvements
$
96,750
$
91,772
Machinery and equipment
2,220
2,446
Total
$
98,970
$
94,218
Total lease liabilities
$
125,956
$
120,119
Lease expense is classified in the statements of operations based on asset use. Total lease cost recognized on the consolidated condensed statements of
operations is as follows:
Fiscal quarters ended
Six fiscal months ended
June 28, 2025
June 29, 2024
June 28, 2025
June 29, 2024
Lease expense
Operating lease expense
$
7,128
$
7,466
$
14,084
$
14,759
Short-term lease expense
546
220
953
476
Variable lease expense
233
148
393
362
Total lease expense
$
7,907
$
7,834
$
15,430
$
15,597
The Company paid $ 14,222 and $ 14,801 for its operating leases in the six
fiscal months ended June 28, 2025 and June 29, 2024, respectively, which are included in operating cash flows on the consolidated condensed statements of cash flows. The weighted-average remaining lease term for the Company's operating leases is 8.8 years and the weighted-average discount rate is 6.6 %
as of June 28, 2025.
The undiscounted future lease payments for the Company's operating lease liabilities are as follows:
June 28, 2025
2025 (excluding the six fiscal months ended June 28, 2025)
$
14,415
2026
25,432
2027
22,145
2028
17,394
2029
15,204
Thereafter
71,166
The undiscounted future lease payments presented in the table above include payments through the term of the lease, which may include periods beyond the
noncancellable term. The difference between the total payments above and the lease liability balance is due to the discount rate used to calculate lease liabilities.
13
NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
Note 4 – Income Taxes
The provision for income taxes consists of provisions for federal, state, and foreign income taxes. The effective tax rates for the periods ended June 28, 2025 and June 29, 2024 reflect
the Company’s expected tax rate on reported income before income tax and tax adjustments. The Company operates in a global environment with significant operations in various jurisdictions outside the United States. Accordingly, the consolidated income
tax rate is a composite rate reflecting the Company’s earnings and the applicable tax rates in the various jurisdictions where the Company operates.
In December 2021, the Organization for Economic Co-operation and Development (“OECD”) issued model rules for a new global minimum tax (“Pillar Two”). 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. The Company does not anticipate a material increase in income tax 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.
On July 4, 2025, H.R. 1 (“the Act”), a tax reconciliation act, was enacted into law in the United States. Under U.S. GAAP
(specifically, Accounting Standards Codification Topic 740), the effects of changes in tax rates and laws on deferred tax balances are recognized in the period in which the new legislation is enacted. Accordingly, the Company will account for the
Act in the third fiscal quarter. The Company is evaluating the Act’s provisions, but is not currently able to estimate the impact of the Act on its deferred tax balances and future income tax expense. Certain provisions of the Act, particularly
the international tax provisions, may have a material impact on the Company’s deferred tax balances and future income tax expense.
The Company repatriated $ 75,000
of accumulated earnings to the United States in the second fiscal quarter of 2025 and paid withholding taxes, in Israel, of $ 9,375 . The
withholding tax expense for the repatriation was recorded in prior years.
During the six fiscal months ended June 28, 2025,
the liabilities for unrecognized tax benefits decreased $ 744 on a net basis, primarily due to statute expirations, settlements, and payments,
partially offset by accruals for the current period.
Note 5 – Long-Term Debt
Long-term debt consists of the following:
June 28, 2025
December 31, 2024
Credit facility
$
185,000
$
136,000
Convertible senior notes, due 2025
-
41,911
Convertible senior notes, due 2030
750,000
750,000
Deferred financing costs
( 20,496
)
( 22,892
)
914,504
905,019
Less current portion
-
-
$
914,504
$
905,019
The following table summarizes some key facts and terms regarding the outstanding convertible senior notes due 2030 as of June 28, 2025:
2030 Notes
Issuance date
September 12, 2023
Maturity date
September 15, 2030
Principal amount as of June 28, 2025
$
750,000
Cash coupon rate (per annum)
2.25
%
Conversion rate (per $1 principal amount)
33.1609
Effective conversion price (per share)
$
30.16
130 %
of the current effective conversion price (per share)
$
39.21
The convertible senior notes due 2025 matured on June 15, 2025 .
Upon maturity, $ 41,911 aggregate principal amount of the convertible senior notes due 2025 were settled in cash, funded by borrowings on
the revolving credit facility. No shares were issued to settle the convertible senior notes due 2025.
Deferred financing costs are recognized as non-cash interest expense. Non-cash interest expense was $ 1,195 and $ 2,418 for the fiscal quarter and six fiscal months ended
June 28, 2025, respectively, and $ 1,213 and $ 2,426
for the fiscal quarter and six fiscal months ended June 29, 2024.
14
NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
Note 6 – Stockholders' Equity
In 2022, the Company's Board of Directors adopted a Stockholder Return Policy that will remain in effect until such time as the Board votes to amend or
rescind the policy. The Stockholder Return Policy calls for the Company to return a prescribed amount of cash flows on an annual basis. The Company intends to return such amounts directly, in the form of dividends, or indirectly, in the form of
stock repurchases.
The following table summarizes activity pursuant to this policy:
Fiscal quarters ended
Six fiscal months ended
June 28, 2025
June 29, 2024
June 28, 2025
June 29, 2024
Dividends paid to stockholders
$
13,557
$
13,700
$
27,119
$
27,452
Stock repurchases
-
12,622
12,538
25,160
Total
$
13,557
$
26,322
$
39,657
$
52,612
The repurchased shares are being held as treasury stock. The number of shares of common stock being held as treasury stock was 10,662,155 and 9,933,595 as of June 28, 2025 and December 31, 2024, respectively.
Note 7 – Revenue Recognition
Sales returns and allowances accrual activity is shown below:
Fiscal quarters ended
Six fiscal months ended
June 28, 2025
June 29, 2024
June 28, 2025
June 29, 2024
Beginning balance
$
38,438
$
48,748
$
43,445
$
47,760
Sales allowances
27,890
20,955
48,076
46,231
Credits issued
( 23,110
)
( 25,103
)
( 48,699
)
( 49,187
)
Foreign currency
776
( 107
)
1,172
( 311
)
Ending balance
$
43,994
$
44,493
$
43,994
$
44,493
Note 8 – Accumulated Other Comprehensive Income (Loss)
The cumulative balance of each component of other comprehensive income (loss) and the income tax effects allocated to each component are as follows:
Pension and
other post-
retirement
actuarial
items
Currency
translation
adjustment
Total
Balance at January 1, 2025
$
( 10,956
)
$
( 24,336
)
$
( 35,292
)
Other comprehensive income (loss) before reclassifications
-
99,477
$
99,477
Tax effect
-
-
$
-
Other comprehensive income before reclassifications, net of tax
-
99,477
$
99,477
Amounts reclassified out of AOCI
544
-
$
544
Tax effect
( 104
)
-
$
( 104
)
Amounts reclassified out of AOCI, net of tax
440
-
$
440
Net other comprehensive income (loss)
$
440
$
99,477
$
99,917
Balance at June 28, 2025
$
( 10,516
)
$
75,141
$
64,625
Reclassifications of pension and other post-retirement actuarial items out of AOCI are included in the computation of net periodic benefit cost. See Note
9 for further information.
15
NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
Note 9 – Pensions and Other Postretirement Benefits
The Company maintains various retirement benefit plans. The service cost component of net periodic pension cost is classified in costs of products sold or
selling, general, and administrative expenses on the consolidated condensed statements of operations based on the respective employee's function. The other components of net periodic pension cost are classified as other expense on the consolidated
condensed statements of operations.
Defined Benefit Pension Plans
The following table shows the components of the net periodic pension cost for the second fiscal quarters of 2025 and 2024 for the Company’s defined benefit pension plans:
Fiscal quarter ended
June 28, 2025
Fiscal quarter ended
June 29, 2024
U.S. Plans
Non-U.S.
Plans
U.S. Plans
Non-U.S.
Plans
Net service cost
$
-
$
765
$
-
$
776
Interest cost
380
1,582
382
1,664
Expected return on plan assets
-
( 560
)
-
( 582
)
Amortization of prior service cost
1
36
17
57
Amortization of losses (gains)
-
258
( 109
)
453
Curtailment and settlement losses
-
24
-
101
Net periodic benefit cost
$
381
$
2,105
$
290
$
2,469
The following table shows the components of the net periodic pension cost for the six fiscal months ended June 28, 2025 and June 29, 2024 for the Company’s defined benefit pension plans:
Six fiscal months ended
June 28, 2025
Six fiscal months ended
June 29, 2024
U.S. Plans
Non-U.S.
Plans
U.S. Plans
Non-U.S.
Plans
Net service cost
$
-
$
1,494
$
-
$
1,566
Interest cost
760
3,070
763
3,350
Expected return on plan assets
-
( 1,100
)
-
( 1,178
)
Amortization of prior service cost
2
70
33
114
Amortization of losses (gains)
-
500
( 217
)
910
Curtailment and settlement losses
-
47
-
206
Net periodic benefit cost
$
762
$
4,081
$
579
$
4,968
16
NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
Other Postretirement Benefits
The following table shows the components of the net periodic benefit cost for the second fiscal quarters of 2025 and 2024 for the Company’s other postretirement benefit plans:
Fiscal quarter ended
June 28, 2025
Fiscal quarter ended
June 29, 2024
U.S. Plans
Non-U.S.
Plans
U.S. Plans
Non-U.S.
Plans
Service cost
$
5
$
60
$
5
$
60
Interest cost
50
60
52
61
Amortization of losses (gains)
( 52
)
15
( 60
)
20
Net periodic benefit cost
$
3
$
135
$
( 3
)
$
141
The following table shows the components of the net periodic pension cost for the six fiscal months ended June 28, 2025 and June 29, 2024 for the Company’s other postretirement benefit plans:
Six fiscal months ended
June 28, 2025
Six fiscal months ended
June 29, 2024
U.S. Plans
Non-U.S.
Plans
U.S. Plans
Non-U.S.
Plans
Service cost
$
10
$
115
$
10
$
120
Interest cost
101
116
105
122
Amortization of losses (gains)
( 104
)
29
( 120
)
41
Net periodic benefit cost
$
7
$
260
$
( 5
)
$
283
17
NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
Note 10 – Stock-Based Compensation
The following table summarizes stock-based compensation expense recognized:
Fiscal quarters ended
Six fiscal months ended
June 28, 2025
June 29, 2024
June 28, 2025
June 29, 2024
Restricted stock units ("RSUs")
$
5,685
$
3,949
$
11,653
9,175
Phantom stock units
-
-
83
118
Total
$
5,685
$
3,949
$
11,736
9,293
The following table summarizes unrecognized compensation cost and the weighted average remaining amortization periods at June 28, 2025 (amortization periods in years) :
Unrecognized
Compensation
Cost
Weighted
Average
Remaining
Amortization
Periods
Restricted stock units
$
38,506
2.1
Phantom stock units
-
n/a
Total
$
38,506
18
NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
Restricted Stock Units
RSU activity under the Company's stock incentive programs as of June 28, 2025
and changes during the six fiscal months then ended are presented below (number of RSUs in thousands) :
Number of
RSUs
Weighted
Average
Grant-date
Fair Value per
Unit
Outstanding:
January 1, 2025
2,628
$
21.37
Granted*
1,844
15.19
Vested**
( 764
)
21.75
Cancelled or forfeited
( 168
)
20.59
Outstanding at June 28, 2025
3,540
$
18.11
Expected to vest at June 28, 2025
2,839
* Employees in certain countries are granted equity-linked awards that will be settled in cash and are accounted for as liability
awards. The liability awards are not material. The number of RSUs granted excludes these awards.
** The number of RSUs vested includes shares that the Company withheld on behalf of employees to satisfy the statutory tax withholding requirements.
The number of performance-based RSUs that are scheduled to vest increases ratably based on the achievement of defined performance and market criteria between
the established target and maximum levels. RSUs with performance-based and market-based vesting criteria are expected to vest as follows (number of RSUs in thousands) :
Vesting Date
Expected
to Vest
Not Expected
to Vest
Total
January 1, 2026
-
137
137
January 1, 2027
-
540
540
January 1, 2028
836
24
860
March 1, 2029
175
-
175
Phantom Stock Units
Phantom stock unit activity as of June 28, 2025
and changes during the six fiscal months then ended are presented below (number of phantom stock units in thousands) :
Number of
units
Grant-date
Fair Value per
Unit
Outstanding:
January 1, 2025
128
Granted
5
$
16.69
Dividend equivalents issued
2
Outstanding at June 28, 2025
135
19
NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
Note 11 – Segment Information
The following tables set forth business segment information:
MOSFETs
Diodes
Optoelectronic
Components
Resistors
Inductors
Capacitors
Corporate/
Other
Total
Fiscal quarter ended June 28, 2025 :
Net revenues
$
148,633
$
147,942
$
54,119
$
194,769
$
95,675
$
121,112
$
-
$
762,250
Cost of products sold (excluding depreciation)
$
125,546
$
106,770
$
37,596
$
139,330
$
64,594
$
90,643
$
-
$
564,479
Depreciation expense in costs of products sold
13,708
11,634
3,965
11,109
4,245
4,427
-
49,088
Total costs of products sold
$
139,254
$
118,404
$
41,561
$
150,439
$
68,839
$
95,070
$
-
$
613,567
Gross profit
$
9,379
$
29,538
$
12,558
$
44,330
$
26,836
$
26,042
$
-
$
148,683
Segment operating expenses
$
23,859
$
7,353
$
5,743
$
9,421
$
3,887
$
6,357
$
-
$
56,620
Segment operating income (loss)
$
( 14,480
)
$
22,185
$
6,815
$
34,909
$
22,949
$
19,685
$
-
$
92,063
Total depreciation expense
$
14,342
$
11,917
$
4,081
$
11,308
$
4,291
$
4,472
$
2,268
$
52,679
Capital expenditures
46,002
3,809
4,043
5,644
1,021
3,024
1,055
64,598
Total assets as of June 28, 2025:
$
1,123,514
$
725,548
$
360,008
$
967,976
$
328,726
$
462,490
$
253,393
$
4,221,655
Fiscal quarter ended June 29, 2024:
Net revenues
$
155,053
$
146,265
$
53,010
$
179,498
$
94,061
$
113,352
$
-
$
741,239
Cost of products sold (excluding depreciation)
$
120,953
$
103,823
$
34,961
$
128,157
$
61,519
$
82,978
$
-
$
532,391
Depreciation expense in cost of products sold
12,531
11,443
3,844
10,159
4,258
3,743
-
45,978
Total cost of products sold
$
133,484
$
115,266
$
38,805
$
138,316
$
65,777
$
86,721
$
-
$
578,369
Gross profit
$
21,569
$
30,999
$
14,205
$
41,182
$
28,284
$
26,631
$
-
$
162,870
Segment operating expenses
$
19,735
$
6,585
$
5,512
$
8,323
$
3,737
$
5,665
$
-
$
49,557
Segment operating income
$
1,834
$
24,414
$
8,693
$
32,859
$
24,547
$
20,966
$
-
$
113,313
Total depreciation expense
$
12,982
$
11,691
$
3,935
$
10,315
$
4,273
$
3,800
$
2,222
$
49,218
Capital expenditures
37,571
9,188
1,134
7,286
2,330
3,637
1,418
62,564
Total assets as of June 29, 2024 :
$
1,045,228
$
736,065
$
352,159
$
1,010,499
$
342,626
$
435,712
$
230,412
$
4,152,701
20
NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
MOSFETs
Diodes
Optoelectronic
Components
Resistors
Inductors
Capacitors
Corporate/
Other
Total
Six fiscal months ended June 28, 2025 :
Net revenues
$
290,746
$
288,905
$
105,287
$
374,269
$
179,796
$
238,483
$
-
$
1,477,486
Cost of products sold (excluding depreciation)
$
243,053
$
208,599
$
74,254
$
267,802
$
126,876
$
176,597
$
-
$
1,097,181
Depreciation expense in costs of products sold
26,708
22,746
7,775
21,783
8,487
8,569
-
96,068
Total costs of products sold
$
269,761
$
231,345
$
82,029
$
289,585
$
135,363
$
185,166
$
-
$
1,193,249
Gross profit
$
20,985
$
57,560
$
23,258
$
84,684
$
44,433
$
53,317
$
-
$
284,237
Segment operating expenses
$
44,204
$
14,178
$
11,024
$
18,624
$
7,582
$
13,058
$
-
$
108,670
Segment operating income (loss)
$
( 23,219
)
$
43,382
$
12,234
$
66,060
$
36,851
$
40,259
$
-
$
175,567
Total depreciation expense
$
27,914
$
23,400
$
7,998
$
22,172
$
8,574
$
8,656
$
4,483
$
103,197
Capital expenditures
92,305
8,138
4,755
8,691
1,605
8,999
1,674
126,167
Six fiscal months ended June 29, 2024:
Net revenues
$
308,226
$
295,395
$
102,209
$
367,694
$
182,712
$
231,282
$
-
$
1,487,518
Cost of products sold (excluding depreciation)
$
237,701
$
209,468
$
73,364
$
259,790
$
119,367
$
164,975
$
-
$
1,064,665
Depreciation expense in cost of products sold
23,483
22,558
7,639
20,251
8,274
7,371
-
89,576
Total cost of products sold
$
261,184
$
232,026
$
81,003
$
280,041
$
127,641
$
172,346
$
-
$
1,154,241
Gross profit
$
47,042
$
63,369
$
21,206
$
87,653
$
55,071
$
58,936
$
-
$
333,277
Segment operating expenses
$
37,161
$
12,944
$
11,020
$
16,621
$
7,343
$
11,441
$
-
$
96,530
Segment operating income
$
9,881
$
50,425
$
10,186
$
71,032
$
47,728
$
47,495
$
-
$
236,747
Total depreciation expense
$
24,311
$
23,177
$
7,823
$
20,585
$
8,317
$
7,482
$
4,446
$
96,141
Capital expenditures
66,133
17,243
2,425
18,588
3,463
5,704
2,092
115,648
Fiscal quarters ended
Six fiscal months ended
June 28, 2025
June 29, 2024
June 28, 2025
June 29, 2024
Reconciliation:
Segment Operating Income
$
92,063
$
113,313
$
175,567
$
236,747
Unallocated Selling, General, and Administrative Expenses
( 69,945
)
( 75,396
)
( 152,634
)
( 156,159
)
Consolidated Operating Income
$
22,118
$
37,917
$
22,933
$
80,588
Unallocated Other Income (Expense)
( 9,841
)
( 1,646
)
( 14,884
)
( 55
)
Consolidated Income Before Taxes
$
12,277
$
36,271
$
8,049
$
80,533
21
NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
The Company has a broad line of products that it sells to original equipment manufacturers ("OEMs"), electronic manufacturing services ("EMS") companies,
and independent distributors. The distribution of sales by channel is shown below:
Fiscal quarters ended
Six fiscal months ended
June 28, 2025
June 29, 2024
June 28, 2025
June 29, 2024
Distributors
$
430,159
$
411,508
$
818,652
$
793,988
OEMs
277,255
279,111
555,601
592,938
EMS companies
54,836
50,620
103,233
100,592
Total Revenue
$
762,250
$
741,239
$
1,477,486
$
1,487,518
Net revenues were attributable to customers in the following regions:
Fiscal quarters ended
Six fiscal months ended
June 28, 2025
June 29, 2024
June 28, 2025
June 29, 2024
Asia
$
317,479
$
283,489
$
602,058
$
567,496
Europe
256,489
265,153
511,820
536,887
Americas
188,282
192,597
363,608
383,135
Total Revenue
$
762,250
$
741,239
$
1,477,486
$
1,487,518
The Company generates substantially all of its revenue from product sales to end customers in the industrial, automotive, telecommunications, computing,
consumer products, power supplies, military and aerospace, and medical end markets. Sales by end market are presented below:
Fiscal quarters ended
Six fiscal months ended
June 28, 2025
June 29, 2024
June 28, 2025
June 29, 2024
Industrial
$
267,028
$
262,134
$
511,954
$
510,262
Automotive
267,423
268,099
524,535
555,401
Military and Aerospace
80,488
80,569
156,805
163,925
Medical
37,899
39,456
74,431
73,845
Other
109,412
90,981
209,761
184,085
Total Revenue
$
762,250
$
741,239
$
1,477,486
$
1,487,518
22
NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
Note 12 – Earnings Per Share
The following table sets forth the computation of basic and diluted earnings (loss) per share attributable to Vishay stockholders (shares in thousands) :
Fiscal quarters ended
Six fiscal months ended
June 28, 2025
June 29, 2024
June 28, 2025
June 29, 2024
Numerator:
Net earnings (loss) attributable to Vishay stockholders
$
2,004
$
23,533
$
( 2,088
)
$
54,457
Denominator:
Denominator for basic earnings (loss) per share:
Weighted average shares
135,569
137,201
135,617
137,400
Outstanding phantom stock units
133
125
133
125
Adjusted weighted average shares
135,702
137,326
135,750
137,525
Effect of dilutive securities:
Restricted stock units
465
758
-
754
Dilutive potential common shares
465
758
-
754
Denominator for diluted earnings per share:
Adjusted weighted average shares - diluted
136,167
138,084
135,750
138,279
Basic earnings (loss) per share attributable to Vishay stockholders
$
0.01
$
0.17
$
( 0.02
)
$
0.40
Diluted earnings (loss) per share attributable to Vishay stockholders
$
0.01
$
0.17
$
( 0.02
)
$
0.39
Diluted earnings (loss) per share for the periods presented do not reflect the following weighted average potential common shares that would have an
antidilutive effect or have unsatisfied performance conditions (in thousands) :
Fiscal quarters ended
Six fiscal months ended
June 28, 2025
June 29, 2024
June 28, 2025
June 29, 2024
Restricted stock units
1,295
381
3,099
254
If the average market price of Vishay common stock is less than the effective
conversion price of the convertible senior notes due 2030, no shares are included in the diluted earnings per share computation for the convertible senior notes due 2030. Pursuant to the indenture governing the convertible senior notes due 2030, Vishay will satisfy its conversion obligations by paying $1 cash per $1 principal amount of converted notes and settle any additional amounts due in cash
and/or common stock.
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
calculation of diluted earnings per share as their effect would have been anti-dilutive. The capped calls are intended to reduce the potential dilution to the Company's common stock in the event that at the time of conversion of the convertible senior notes due 2030 the Company's common stock price exceeds the conversion price of the convertible senior notes due 2030.
23
NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
Note 13 – Fair Value Measurements
The following table provides the financial assets and liabilities carried at fair value measured on a recurring basis:
Total
Fair Value
Level 1
Level 2
Level 3
June 28, 2025
Assets:
Assets held in rabbi trusts
$
53,765
$
23,162
$
30,603
$
-
Available for sale securities
$
4,584
4,584
-
-
$
58,349
$
27,746
$
30,603
$
-
Liability:
Acquisitions contingent consideration
$
3,508
$
-
$
-
$
3,508
December 31, 2024
Assets:
Assets held in rabbi trusts
$
53,508
$
24,518
$
28,990
$
-
Available for sale securities
$
4,043
4,043
-
-
$
57,551
$
28,561
$
28,990
$
-
Liability:
Acquisitions contingent consideration
$
3,801
$
-
$
-
$
3,801
There have been no changes in the classification of any financial instruments within the fair value hierarchy in the periods presented.
The Company maintains non-qualified trusts, referred to as “rabbi” trusts, to fund payments under deferred compensation and non-qualified pension plans.
Rabbi trust assets consist primarily of marketable securities, classified as available-for-sale and company-owned life insurance assets. The marketable securities held in the rabbi trusts are valued using quoted market prices on the last business day
of the period. The company-owned life insurance assets are valued in consultation with the Company’s insurance brokers using the value of underlying assets of the insurance contracts. The fair value measurement of the marketable securities held in
the rabbi trust is considered a Level 1 measurement and the measurement of the company-owned life insurance assets is considered a Level 2 measurement within the fair value hierarchy.
The Company holds investments in debt securities that are intended to fund a portion of its pension and other postretirement benefit obligations outside of
the United States. The investments are valued based on quoted market prices on the last business day of the period. The fair value measurement of the investments is considered a Level 1 measurement within the fair value hierarchy.
The Company may be required to make certain contingent consideration payments related to acquisitions. The fair value of these contingent payments is
determined by estimating the net present value of the expected cash flows based on the probability of expected payments. The fair value measurement of the contingent consideration payments is considered a Level 3 measurement within the fair value
hierarchy.
The fair value of the long-term debt, excluding the derivative liabilities and deferred financing costs, at June 28, 2025 and December 31, 2024 is approximately $ 865,500 and $ 850,600 , respectively,
compared to its carrying value, excluding the deferred financing costs, of $ 935,000 and $ 927,911 , respectively. The Company estimates the fair value of its 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.
24
NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
At June 28, 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; however they all mature within one year from the respective balance sheet dates. The Company's short-term investments are accounted for as held-to-maturity debt instruments, at amortized cost, which approximates
their fair value. The investments are funded with excess cash not expected to be needed for operations prior to maturity; therefore, the Company believes it has the intent and ability to hold the short-term investments until maturity. At each
reporting date, the Company performs an evaluation to determine if any unrealized losses are other-than-temporary. No
other-than-temporary impairments have been recognized on these securities, and there are no unrecognized holding gains or losses for
these securities during the periods presented. There have been no transfers to or from the held-to-maturity classification. All
decreases in the account balance are due to returns of principal at the securities’ maturity dates. Interest on the securities is recognized as interest income when earned.
At June 28, 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. The Company estimates the fair value of its cash, cash equivalents, and short-term investments using Level 2 inputs. Based on the current interest rates for similar investments with comparable credit risk and time
to maturity, the fair value of the Company's cash, cash equivalents, and held-to-maturity short-term investments approximate the carrying amounts reported in the consolidated condensed balance sheets.
In the second fiscal quarter of 2025, the Company entered into a forward contract with a highly-rated financial institution to mitigate the foreign
currency risk associated with an intercompany loan denominated in a currency other than the legal entity's functional currency. The notional amount of the forward contract was $ 25,000 as of June 28, 2025. We have not designated the forward contract as a hedge for accounting purposes, and as such the change in the fair value of the contract is
recognized in the consolidated condensed statements of operations as a component of other income (expense). The Company estimates the fair value of the forward contract based on applicable and commonly used pricing models using current market
information and is considered a Level 2 measurement within the fair value hierarchy. Due to the timing of the forward contract, the value of the forward contract was immaterial as of June 28, 2025. The Company does not utilize derivatives or other
financial instruments for trading or other speculative purposes.
The Company’s financial instruments also include accounts receivable and accounts payable. The carrying amounts for these financial instruments reported
in the consolidated condensed balance sheets approximate their fair values.
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