Item 1. Financial Statements
Item 1. Financial Statements
VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Balance Sheets
(Unaudited - In thousands)
April 4, 2026
December 31, 2025
Assets
Current assets:
Cash and cash equivalents
$
479,357
$
514,966
Short-term investments
191
265
Accounts receivable, net
369,222
381,802
Inventories:
Finished goods
182,179
182,444
Work in process
347,994
331,347
Raw materials
260,611
245,412
Total inventories
790,784
759,203
Prepaid expenses and other current assets
237,429
231,004
Total current assets
1,876,983
1,887,240
Property and equipment, at cost:
Land
86,093
86,399
Buildings and improvements
836,309
839,856
Machinery and equipment
3,503,626
3,477,884
Construction in progress
509,318
464,475
Allowance for depreciation
( 3,215,047
)
( 3,195,455
)
Property and equipment, net
1,720,299
1,673,159
Right of use assets
116,526
119,746
Deferred income taxes
182,693
183,016
Goodwill
180,224
180,390
Other intangible assets, net
74,396
78,487
Other assets
111,434
112,122
Total assets
$
4,262,555
$
4,234,160
Continues on following page.
4
VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Balance Sheets (continued)
(Unaudited - In thousands)
April 4, 2026
December 31, 2025
Liabilities and equity
Current liabilities:
Trade accounts payable
$
238,954
$
214,984
Payroll and related expenses
166,690
164,114
Lease liabilities
26,166
26,546
Other accrued expenses
269,049
300,031
Income taxes
11,376
14,751
Total current liabilities
712,235
720,426
Long-term debt less current portion
983,090
950,893
Deferred income taxes
97,717
96,818
Long-term lease liabilities
92,458
95,799
Other liabilities
131,702
109,228
Accrued pension and other postretirement costs
169,488
172,723
Total liabilities
2,186,690
2,145,887
Stockholders' equity:
Common stock
12,402
12,351
Class B convertible common stock
1,210
1,210
Capital in excess of par value
1,109,461
1,101,086
Retained earnings
885,771
892,232
Accumulated other comprehensive income
67,021
81,394
Total equity
2,075,865
2,088,273
Total liabilities and equity
$
4,262,555
$
4,234,160
See accompanying notes.
5
VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Statements of Operations
(Unaudited - In thousands, except per share amounts)
Fiscal quarters ended
April 4, 2026
March 29, 2025
Net revenues
$
839,242
$
715,236
Costs of products sold
662,630
579,682
Gross profit
176,612
135,554
Selling, general, and administrative expenses
154,488
134,739
Operating income
22,124
815
Other income (expense):
Interest expense
( 9,973
)
( 8,790
)
Other
701
3,747
Total other income (expense)
( 9,272
)
( 5,043
)
Income (loss) before taxes
12,852
( 4,228
)
Income tax expense (benefit)
5,688
( 136
)
Net earnings (loss)
$
7,164
$
( 4,092
)
Basic earnings (loss) per share
$
0.05
$
( 0.03
)
Diluted earnings (loss) per share
$
0.05
$
( 0.03
)
Weighted average shares outstanding - basic
136,045
135,799
Weighted average shares outstanding - diluted
137,471
135,799
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
April 4, 2026
March 29, 2025
Net earnings (loss)
$
7,164
$
( 4,092
)
Other comprehensive income (loss), net of tax
Pension and other post-retirement actuarial items
339
302
Foreign currency translation adjustment
( 14,712
)
30,902
Other comprehensive income (loss)
( 14,373
)
31,204
Comprehensive income (loss)
$
( 7,209
)
$
27,112
See accompanying notes.
7
VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Statements of Cash Flows
(Unaudited - In thousands)
Three fiscal months ended
April 4, 2026
March 29, 2025
Operating activities
Net earnings (loss)
$
7,164
$
( 4,092
)
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:
Depreciation and amortization
58,211
53,773
(Gain) loss on disposal of property and equipment
( 41
)
189
Inventory write-offs for obsolescence
11,065
9,030
Deferred income taxes
541
1,573
Stock compensation expense
12,273
6,051
Other
( 1,476
)
( 1,380
)
Net change in operating assets and liabilities
( 24,068
)
( 49,046
)
Net cash provided by operating activities
63,669
16,098
Investing activities
Capital expenditures
( 110,661
)
( 61,569
)
Proceeds from sale of property and equipment
66
279
Purchase of short-term investments
( 126
)
( 21,899
)
Maturity of short-term investments
198
27,832
Other investing activities
396
( 661
)
Net cash used in investing activities
( 110,127
)
( 56,018
)
Financing activities
Net proceeds from revolving credit facility
31,000
82,000
Dividends paid to common stockholders
( 12,401
)
( 12,352
)
Dividends paid to Class B common stockholders
( 1,210
)
( 1,210
)
Repurchase of common stock
-
( 12,538
)
Cash withholding taxes paid when shares withheld for vested equity awards
( 3,861
)
( 3,893
)
Net cash provided by financing activities
13,528
52,007
Effect of exchange rate changes on cash and cash equivalents
( 2,679
)
7,029
Net increase (decrease) in cash and cash equivalents
( 35,609
)
19,116
Cash and cash equivalents at beginning of period
514,966
590,286
Cash and cash equivalents at end of period
$
479,357
$
609,402
See accompanying notes.
8
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 Equity
Balance at December 31, 2024
$
13,361
$
1,210
$
1,306,245
$
955,500
$
( 212,062
)
$
( 35,292
)
$
2,028,962
Net earnings (loss)
-
-
-
( 4,092
)
-
-
( 4,092
)
Other comprehensive income
-
-
-
-
-
31,204
31,204
Issuance of stock and related tax withholdings for vested restricted stock units ( 506,430
shares)
50
-
( 3,943
)
-
-
-
( 3,893
)
Dividends declared ($ 0.10 per share)
-
-
13
( 13,575
)
-
-
( 13,562
)
Stock compensation expense
-
-
6,051
-
-
-
6,051
Repurchase of common stock held in treasury ( 728,560 shares)
-
-
-
-
( 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
Balance at December 31, 2025
$
12,351
$
1,210
$
1,101,086
$
892,232
$
-
$
81,394
$
2,088,273
Net earnings
-
-
-
7,164
-
-
7,164
Other comprehensive income (loss)
-
-
-
-
-
( 14,373
)
( 14,373
)
Issuance of stock and related tax withholdings for vested restricted stock units ( 509,897
shares)
51
-
( 3,912
)
-
-
-
( 3,861
)
Dividends declared ($ 0.10 per share)
-
-
14
( 13,625
)
-
-
( 13,611
)
Stock compensation expense
-
-
12,273
-
-
-
12,273
Balance at April 4, 2026
$
12,402
$
1,210
$
1,109,461
$
885,771
$
-
$
67,021
$
2,075,865
See accompanying notes.
9
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, 2025. The results of
operations for the three fiscal months ended April 4, 2026 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 2026 end on April 4, 2026, July 4, 2026, October 3, 2026, and December 31, 2026, respectively. The four fiscal quarters in
2025 ended on March 29, 2025, June 28, 2025, September 27, 2025, and December 31, 2025, respectively.
Accounts Receivable
The Company sells certain of its non-U.S. accounts receivable on a non-recourse
basis to third-party financial institutions. These transactions are recognized as sales of receivables because effective control over, and risk related to, the receivables is transferred to the buyers. The Company had $ 125,324 and $ 62,175 outstanding on its
revolving accounts receivable securitization program as of April 4, 2026 and December 31, 2025, respectively. The cash proceeds are presented as cash provided by operating activities in the consolidated condensed statement of cash flows. After the
sale of the accounts receivable, the Company collects payment from the customers and remits it to the third-party financial institutions.
Recently Adopted Accounting Guidance
In July 2025, the FASB issued ASU No. 2025-05, Measurement of Credit Losses for Accounts Receivable and
Contract Assets . The ASU allows entities to elect a practical expedient that assumes the current conditions as of the balance sheet date do not change the remaining life of the asset when developing reasonable and supportable forecasts as
part of estimating expected credit losses. The Company adopted the ASU effective January 1, 2026. The Company elected the practical expedient made available by the ASU. The adoption of the ASU did not impact the Company's financial position,
results of operations, or cash flows.
In September 2025, the FASB issued ASU No. 2025-06, Targeted Improvements to the Accounting for Internal-Use
Software . The ASU requires entities to capitalize software costs when management has authorized and committed to funding the software project and it is probable that the project will be completed and the software will be used to perform the
function intended. The Company prospectively adopted the ASU effective January 1, 2026. The adoption of the ASU did not impact the Company's financial position, results of operations, or cash flows.
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
( 15,268
)
Foreign currency translation
2,106
Balance at December 31, 2025
$
17,426
Utilized
( 2,501
)
Foreign currency translation
146
Balance at April 4, 2026
$
15,071
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. Substantially all of the liability is current and is included in other accrued expenses in the accompanying consolidated condensed balance sheets.
10
NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
Note 3 – 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 April 4, 2026 and March 29, 2025
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.
During the three fiscal months ended April 4, 2026, the liabilities for unrecognized tax benefits decreased $ 908 on a net basis, primarily due to settlements and foreign currency adjustments, partially offset by accruals for the current period.
Note 4 – Long-Term Debt
Long-term debt consists of the following:
April 4, 2026
December 31, 2025
Credit facility
$
250,000
$
219,000
Convertible senior notes, due 2030
750,000
750,000
Deferred financing costs
( 16,910
)
( 18,107
)
983,090
950,893
Less current portion
-
-
$
983,090
$
950,893
The following table summarizes some key facts and terms regarding the outstanding convertible senior notes as of April 4, 2026:
2030 Notes
Issuance date
September 12, 2023
Maturity date
September 15, 2030
Principal amount as of April 4, 2026
$
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
Deferred
financing costs are recognized as non-cash interest expense. Non-cash interest expense was $ 1,195 and $ 1,223 for the fiscal quarters ended April 4, 2026 and March 29, 2025, respectively.
11
NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
Note 5 – Stockholders' Equity
The following table summarizes activity pursuant to the Company's Stockholder Return Policy:
Fiscal quarters ended
April 4, 2026
March 29, 2025
Dividends paid to stockholders
$
13,611
$
13,562
Stock repurchases
-
12,538
Total
$
13,611
$
26,100
There were no shares of common stock
held as treasury stock as of April 4, 2026 and December 31, 2025.
Note 6 – Revenue Recognition
Sales returns and allowances accrual activity is shown below:
Fiscal quarters ended
April 4, 2026
March 29, 2025
Beginning balance
$
41,249
$
43,445
Sales allowances
22,197
20,186
Credits issued
( 30,574
)
( 25,589
)
Foreign currency
( 134
)
396
Ending balance
$
32,738
$
38,438
See disaggregated revenue information in Note 10.
Note 7 – 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, 2026
$
( 2,137
)
$
83,531
$
81,394
Other comprehensive income (loss) before reclassifications
-
( 14,712
)
$
( 14,712
)
Tax effect
-
-
$
-
Other comprehensive income (loss) before reclassifications, net of tax
-
( 14,712
)
$
( 14,712
)
Amounts reclassified out of AOCI
368
-
$
368
Tax effect
( 29
)
-
$
( 29
)
Amounts reclassified out of AOCI, net of tax
339
-
$
339
Net other comprehensive income (loss)
$
339
$
( 14,712
)
$
( 14,373
)
Balance at April 4, 2026
$
( 1,798
)
$
68,819
$
67,021
Reclassifications of pension and other post-retirement actuarial items out of AOCI are included in the computation of net periodic benefit cost. See Note
8 for further information.
12
NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
Note 8 – Pensions and Other Postretirement Benefits
The service cost component of net periodic pension cost is classified in costs of products sold or selling, general, and administrative expenses on the
consolidated condensed statements of operations based on the respective employee's function. The other components of net periodic pension cost are classified as other expense on the consolidated condensed statements of operations.
Defined Benefit Pension Plans
The following table shows the components of the net periodic pension cost for the first fiscal quarters of 2026 and 2025 for the Company’s defined benefit pension plans:
Fiscal quarter ended
April 4, 2026
Fiscal quarter ended
March 29, 2025
U.S. Plans
Non-U.S.
Plans
U.S. Plans
Non-U.S.
Plans
Net service cost
$
-
$
755
$
-
$
729
Interest cost
352
1,748
380
1,488
Expected return on plan assets
-
( 638
)
-
( 540
)
Amortization of prior service cost
-
80
-
34
Amortization of losses
1
380
1
242
Curtailment and settlement losses
-
18
-
23
Net periodic benefit cost
$
353
$
2,343
$
381
$
1,976
Other Postretirement Benefits
The following table shows the components of the net periodic benefit cost for the first fiscal quarters of 2026 and 2025 for the Company’s other postretirement benefit plans:
Fiscal quarter ended
April 4, 2026
Fiscal quarter ended
March 29, 2025
U.S. Plans
Non-U.S.
Plans
U.S. Plans
Non-U.S.
Plans
Service cost
$
-
$
53
$
5
$
55
Interest cost
26
63
51
56
Amortization of losses (gains)
( 117
)
6
( 52
)
14
Net periodic benefit cost
$
( 91
)
$
122
$
4
$
125
13
NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
Note 9 – Stock-Based Compensation
The following table summarizes stock-based compensation expense recognized:
Fiscal quarters ended
April 4, 2026
March 29, 2025
Restricted stock units ("RSUs")
$
12,197
$
5,968
Phantom stock units
76
83
Total
$
12,273
$
6,051
The following table summarizes unrecognized compensation cost and the weighted average remaining amortization periods at April 4, 2026 (amortization periods in years) :
Unrecognized
Compensation
Cost
Weighted
Average
Remaining
Amortization
Periods
Restricted stock units
$
38,452
1.7
Phantom stock units
-
n/a
Total
$
38,452
14
NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
Restricted Stock Units
RSU activity as of April 4, 2026 and
changes during the three 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, 2026
3,485
$
18.00
Granted
1,030
23.37
Vested*
( 737
)
19.78
Cancelled or forfeited
( 157
)
25.24
Outstanding at April 4, 2026
3,621
$
18.85
Expected to vest at April 4, 2026
3,187
* 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, 2027
-
520
520
January 1, 2028
881
-
881
January 1, 2029
706
-
706
March 1, 2029
-
175
175
Phantom Stock Units
The following table summarizes the Company's phantom stock units activity (number of phantom stock units in thousands) :
Number of
units
Grant-date
Fair Value per
Unit
Outstanding:
January 1, 2026
136
Granted
5
$
15.29
Dividend equivalents issued
1
Outstanding at April 4, 2026
142
15
NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
Note 10 – Segment Information
The following tables set forth reportable business segment
information:
MOSFETs
Diodes
Optoelectronic
Components
Resistors
Inductors
Capacitors
Corporate/
Other
Total
Fiscal quarter ended April 4, 2026 :
Net revenues
$
173,991
$
163,669
$
58,875
$
203,743
$
92,225
$
146,739
$
839,242
Cost of products sold (excluding depreciation)
$
138,054
$
116,959
$
44,071
$
147,874
$
58,787
$
105,802
$
611,547
Depreciation expense in costs of products sold
13,560
11,879
3,857
11,073
4,080
6,634
51,083
Total costs of products sold
$
151,614
$
128,838
$
47,928
$
158,947
$
62,867
$
112,436
$
662,630
Gross profit
$
22,377
$
34,831
$
10,947
$
44,796
$
29,358
$
34,303
$
176,612
Segment operating expenses
$
21,070
$
8,901
$
6,223
$
10,643
$
4,060
$
6,921
$
57,818
Segment operating income
$
1,307
$
25,930
$
4,724
$
34,153
$
25,298
$
27,382
$
118,794
Total depreciation expense
$
14,344
$
12,330
$
3,976
$
11,264
$
4,114
$
6,684
$
2,264
$
54,976
Capital expenditures
94,682
4,261
53
2,334
973
7,828
530
110,661
Total assets as of April 4, 2026:
$
1,234,280
$
706,129
$
352,067
$
919,561
$
300,716
$
481,096
$
268,706
$
4,262,555
Fiscal quarter ended March 29, 2025:
Net revenues
$
142,113
$
140,963
$
51,168
$
179,500
$
84,121
$
117,371
$
715,236
Cost of products sold (excluding depreciation)
$
117,507
$
101,829
$
36,658
$
128,472
$
62,282
$
85,954
$
532,702
Depreciation expense in cost of products sold
13,000
11,112
3,810
10,674
4,242
4,142
46,980
Total cost of products sold
$
130,507
$
112,941
$
40,468
$
139,146
$
66,524
$
90,096
$
579,682
Gross profit
$
11,606
$
28,022
$
10,700
$
40,354
$
17,597
$
27,275
$
135,554
Segment operating expenses
$
20,345
$
6,825
$
5,281
$
9,203
$
3,695
$
6,701
$
52,050
Segment operating income (loss)
$
( 8,739
)
$
21,197
$
5,419
$
31,151
$
13,902
$
20,574
$
83,504
Total depreciation expense
$
13,572
$
11,483
$
3,917
$
10,864
$
4,283
$
4,184
$
2,215
$
50,518
Capital expenditures
46,303
4,329
712
3,047
584
5,975
619
61,569
Total assets as of March 29, 2025:
$
1,080,665
$
735,150
$
354,747
$
976,991
$
334,823
$
467,561
$
250,305
$
4,200,242
16
NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
Fiscal quarters ended
April 4, 2026
March 29, 2025
Reconciliation:
Segment Operating Income
$
118,794
$
83,504
Unallocated Selling, General, and Administrative Expenses
( 96,670
)
( 82,689
)
Consolidated Operating Income
$
22,124
$
815
Unallocated Other Income (Expense)
( 9,272
)
( 5,043
)
Consolidated Income (Loss) Before Taxes
$
12,852
$
( 4,228
)
The Company has a broad line of products that it sells to OEMs, EMS companies, and independent distributors. The distribution of sales by customer type is
shown below:
Fiscal quarters ended
April 4, 2026
March 29, 2025
Distributors
$
461,847
$
388,493
OEMs
318,533
278,346
EMS companies
58,862
48,397
Total Revenue
$
839,242
$
715,236
Net revenues were attributable to customers in the following regions:
Fiscal quarters ended
April 4, 2026
March 29, 2025
Asia
$
335,139
$
284,579
Europe
296,816
255,331
Americas
207,287
175,326
Total Revenue
$
839,242
$
715,236
The Company generates substantially all of its revenue from product sales to end customers in the industrial, automotive, military and aerospace,
healthcare, power supplies, telecommunications, consumer products, and computing end markets. Sales by end market are presented below:
Fiscal quarters ended
April 4, 2026
March 29, 2025
Industrial
$
298,903
$
244,926
Automotive
284,291
257,112
Military and Aerospace
89,173
76,317
Healthcare
40,592
36,532
Other*
126,283
100,349
Total Revenue
$
839,242
$
715,236
*Power supplies, telecommunications, consumer products, and computing.
17
NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
Note 11 – Earnings Per Share
The following table sets forth the computation of basic and diluted earnings (loss) per share (shares in thousands) :
Fiscal quarters ended
April 4, 2026
March 29, 2025
Numerator:
Net earnings (loss)
$
7,164
$
( 4,092
)
Denominator:
Denominator for basic earnings (loss) per share:
Weighted average shares
135,904
135,666
Outstanding phantom stock units
141
133
Adjusted weighted average shares - basic
136,045
135,799
Effect of dilutive securities:
Restricted stock units
1,426
-
Dilutive potential common shares
1,426
-
Denominator for diluted earnings (loss) per share:
Adjusted weighted average shares - diluted
137,471
135,799
Basic earnings (loss) per share
$
0.05
$
( 0.03
)
Diluted earnings (loss) per share
$
0.05
$
( 0.03
)
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
April 4, 2026
March 29, 2025
Restricted stock units
333
2,657
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 (loss) 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. Similarly, the convertible senior notes due 2025 were considered, but not included, in the diluted earnings per share computation for any
period presented or any period they were outstanding.
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 .
18
NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
Note 12 – 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
April 4, 2026
Assets:
Assets held in rabbi trusts
$
54,853
$
22,883
$
31,970
$
-
Available for sale securities
$
4,541
4,541
-
-
$
59,394
$
27,424
$
31,970
$
-
Liability:
Acquisitions contingent consideration
$
2,901
$
-
$
-
$
2,901
December 31, 2025
Assets:
Assets held in rabbi trusts
$
55,442
$
22,749
$
32,693
$
-
Available for sale securities
$
4,660
4,660
-
-
$
60,102
$
27,409
$
32,693
$
-
Liability:
Acquisitions contingent consideration
$
2,938
$
-
$
-
$
2,938
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 deferred financing costs, at April 4, 2026 and December 31, 2025 is approximately $ 978,000 and $ 896,100 , respectively,
compared to its carrying value, excluding deferred financing costs, of $ 1,000,000 and $ 969,000 , 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.
19
NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
At April 4, 2026 and December 31, 2025, 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 April 4, 2026 and December 31, 2025, 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.
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.
20
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.