Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

	Date of Report (date of earliest event reported) November 6, 2024

Vishay Intertechnology, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-7416	38-1686453
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)


63 Lancaster Avenue Malvern, PA	19355-2143
(Address of Principal Executive Offices)	Zip Code

Registrant's telephone number, including area code 610-644-1300

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol	Name of exchange on which registered
Common stock, par value $0.10 per share	VSH	New York Stock Exchange

Item 2.02 – Results of Operations and Financial Condition

On November 6, 2024, Vishay Intertechnology, Inc. issued a press release announcing its financial results for the fiscal quarter and nine fiscal months ended September 28, 2024. A copy of the press release is attached as Exhibit 99.1 to this report.

Item 9.01 – Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description

	99.1	Press release dated November 6, 2024
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 6, 2024

	VISHAY INTERTECHNOLOGY, INC.

	By:		/s/ David L. Tomlinson

	Name:		David L. Tomlinson
	Title:		Senior Vice President – Chief Accounting Officer

Exhibit 99.1

Vishay Intertechnology Reports Fiscal Third Quarter 2024 Results

Malvern, PA, November 6, 2024 – Vishay Intertechnology, Inc., (NYSE: VSH), one of the world's largest manufacturers of discrete semiconductors and passive electronic components, today announced results for the fiscal third quarter ended September 28, 2024.

Highlights

•	3Q 2024 revenues of $735.4 million

•	Gross margin was 20.5% and included the negative impact of approximately 150 basis points related to the addition of Newport

•	GAAP loss per share of ($0.14); adjusted EPS of $0.08 per share

•	3Q 2024 book-to-bill of 0.88 with book-to-bill of 0.79 for semiconductors and 0.97 for passive components

•	Backlog at quarter end was 4.4 months

“For the third consecutive quarter this year, revenue has held fairly constant, reflecting a prolonged period of inventory de-stocking as the pace of consumption by industrial customers remains slow, backlogs are pushed out and macroeconomic conditions in Europe worsen,” said Joel Smejkal, President and CEO. “While the industry remains in a downcycle, we are making the necessary adjustments to manage costs while continuing to execute our five-year strategic plan. We are preparing to participate fully in the next industry up-cycle and we are putting the foundation in place to capitalize on the longer term demand catalysts of e-mobility and sustainability to drive faster revenue growth, and improve profitability and returns on invested capital.”

4Q 2024 Outlook

For the fourth quarter of 2024, management expects revenues in the range of $720 million +/- $20 million, with gross profit margin in the range of 20.0% +/- 50 basis points, including the negative impact of approximately 175 to 200 basis points from the addition of Newport.

Conference Call

A conference call to discuss Vishay’s third quarter financial results is scheduled for Wednesday, November 6, 2024 at 9:00 a.m. ET. To participate in the live conference call, please pre-register at https://register.vevent.com/register/BI24b8e37c574c42d897f4df9a7a5aa306. Upon registering, you will be emailed a dial-in number, and unique PIN.

A live audio webcast of the conference call and a PDF copy of the press release and the quarterly presentation will be accessible directly from the Investor Relations section of the Vishay website at http://ir.vishay.com.

There will be a replay of the conference call available on the Investor Relations website approximately one hour following the call and will remain available for 30 days.

About Vishay

Vishay manufactures one of the world’s largest portfolios of discrete semiconductors and passive electronic components that are essential to innovative designs in the automotive, industrial, computing, consumer, telecommunications, military, aerospace, and medical markets. Serving customers worldwide, Vishay is The DNA of tech®. Vishay Intertechnology, Inc. is a Fortune 1,000 Company listed on the NYSE (VSH). More on Vishay at www.Vishay.com.

This press release includes certain financial measures which are not recognized in accordance with U.S. generally accepted accounting principles ("GAAP"), including free cash; earnings before interest, taxes, depreciation and amortization ("EBITDA"); and EBITDA margin; which are considered "non-GAAP financial measures" under the U.S. Securities and Exchange Commission rules. These non-GAAP measures supplement our GAAP measures of performance or liquidity and should not be viewed as an alternative to GAAP measures of performance or liquidity. Non-GAAP measures such as free cash, EBITDA, and EBITDA margin do not have uniform definitions. These measures, as calculated by Vishay, may not be comparable to similarly titled measures used by other companies. Management believes that such measures are meaningful to investors because they provide insight with respect to intrinsic operating results of the Company. Although the terms "free cash" and "EBITDA" are not defined in GAAP, the measures are derived using various line items measured in accordance with GAAP. The calculations of these measures are indicated on the accompanying reconciliation schedules and are more fully described in the Company's financial statements presented in its annual report on Form 10-K and its quarterly reports presented on Forms 10-Q.

Statements contained herein that relate to the Company's future performance, including forecasted revenues and margins, capital investment, capacity expansion, returns on invested capital, stockholder returns, and the performance of the economy in general, are forward-looking statements within the safe harbor provisions of Private Securities Litigation Reform Act of 1995. Words and expressions such as "intend," "suggest," "guide," "will," "expect," or other similar words or expressions often identify forward-looking statements. Such statements are based on current expectations only, and are subject to certain risks, uncertainties and assumptions, many of which are beyond our control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results, performance, or achievements may vary materially from those anticipated, estimated or projected. Among the factors that could cause actual results to materially differ include: general business and economic conditions; manufacturing or supply chain interruptions or changes in customer demand (including due to political, economic, and health instability and military conflicts and hostilities); delays or difficulties in implementing our cost reduction strategies; delays or difficulties in expanding our manufacturing capacities; an inability to attract and retain highly qualified personnel; changes in foreign currency exchange rates; uncertainty related to the effects of changes in foreign currency exchange rates; competition and technological changes in our industries; difficulties in new product development; difficulties in identifying suitable acquisition candidates, consummating a transaction on terms which we consider acceptable, and integration and performance of acquired businesses; that the Newport wafer fab will not be integrated successfully into the Company’s overall business; that the expected benefits of the acquisition may not be realized; that the fab’s standards, procedures and controls will not be brought into conformance within the Company’s operation; difficulties in transitioning and retaining fab employees following the acquisition; difficulties in consolidating facilities and transferring processes and know-how; the diversion of our management’s attention from the management of our current business; changes in U.S. and foreign trade regulations and tariffs, and uncertainty regarding the same; changes in applicable domestic and foreign tax regulations, and uncertainty regarding the same; changes in applicable accounting standards and other factors affecting our operations that are set forth in our filings with the Securities and Exchange Commission, including our annual reports on Form 10-K and our quarterly reports on Form 10-Q. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

The DNA of tech™ is a trademark of Vishay Intertechnology.

Contact:

Vishay Intertechnology, Inc.

Peter Henrici

Executive Vice President, Corporate Development

+1-610-644-1300

VISHAY INTERTECHNOLOGY, INC.
Summary of Operations
(Unaudited - In thousands, except per share amounts)

	Fiscal quarters ended
	September 28, 2024			June 29, 2024			September 30, 2023

Net revenues	$	735,353		$	741,239		$	853,653
Costs of products sold		584,470			578,369			616,010
Gross profit		150,883			162,870			237,643
Gross margin		20.5	%		22.0	%		27.8	%

Selling, general, and administrative expenses		128,545			124,953			122,513
Restructuring and severance costs		40,614			-			-
Operating income (loss)		(18,276	)		37,917			115,130
Operating margin		-2.5	%		5.1	%		13.5	%

Other income (expense):
Interest expense		(6,596	)		(6,657	)		(7,153	)
Loss on early extinguishment of debt		-			-			(18,874	)
Other		803			5,011			7,409
Total other income (expense) - net		(5,793	)		(1,646	)		(18,618	)

Income (loss) before taxes		(24,069	)		36,271			96,512

Income tax expense (benefit)		(5,076	)		12,391			30,557

Net earnings (loss)		(18,993	)		23,880			65,955

Less: net earnings attributable to noncontrolling interests		306			347			426

Net earnings (loss) attributable to Vishay stockholders	$	(19,299	)	$	23,533		$	65,529

Basic earnings (loss) per share attributable to Vishay stockholders	$	(0.14	)	$	0.17		$	0.47

Diluted earnings (loss) per share attributable to Vishay stockholders	$	(0.14	)	$	0.17		$	0.47

Weighted average shares outstanding - basic		136,793			137,326			139,083

Weighted average shares outstanding - diluted		136,793			138,084			140,001

Cash dividends per share	$	0.10		$	0.10		$	0.10

VISHAY INTERTECHNOLOGY, INC.
Summary of Operations
(Unaudited - In thousands, except per share amounts)

	Nine fiscal months ended
	September 28, 2024			September 30, 2023

Net revenues	$	2,222,871		$	2,616,809
Costs of products sold		1,738,711			1,842,980
Gross profit		484,160			773,829
Gross margin		21.8	%		29.6	%

Selling, general, and administrative expenses		381,234			365,515
Restructuring and severance costs		40,614			-
Operating income		62,312			408,314
Operating margin		2.8	%		15.6	%

Other income (expense):
Interest expense		(19,749	)		(18,677	)
Loss on early extinguishment of debt		-			(18,874	)
Other		13,901			15,995
Total other income (expense) - net		(5,848	)		(21,556	)

Income before taxes		56,464			386,758

Income tax expense		20,134			113,199

Net earnings		36,330			273,559

Less: net earnings attributable to noncontrolling interests		1,172			1,211

Net earnings attributable to Vishay stockholders	$	35,158		$	272,348

Basic earnings per share attributable to Vishay stockholders	$	0.26		$	1.95

Diluted earnings per share attributable to Vishay stockholders	$	0.25		$	1.94

Weighted average shares outstanding - basic		137,281			139,828

Weighted average shares outstanding - diluted		138,039			140,577

Cash dividends per share	$	0.30		$	0.30

VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Balance Sheets
(Unaudited - In thousands)

	September 28, 2024			December 31, 2023

Assets
Current assets:
Cash and cash equivalents	$	643,771		$	972,719
Short-term investments		13,491			35,808
Accounts receivable, net		428,558			426,674
Inventories:
Finished goods		173,353			167,083
Work in process		290,597			267,339
Raw materials		223,254			213,098
Total inventories		687,204			647,520

Prepaid expenses and other current assets		237,749			214,443
Total current assets		2,010,773			2,297,164

Property and equipment, at cost:
Land		84,851			77,006
Buildings and improvements		769,865			719,387
Machinery and equipment		3,291,983			3,053,868
Construction in progress		295,147			290,593
Allowance for depreciation		(2,963,103	)		(2,846,208	)
		1,478,743			1,294,646

Right of use assets		125,969			126,829
Deferred income taxes		160,900			137,394
Goodwill		255,323			201,416
Other intangible assets, net		83,427			72,333
Other assets		105,223			110,141
Total assets	$	4,220,358		$	4,239,923

VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Balance Sheets (continued)
(Unaudited - In thousands)

	September 28, 2024			December 31, 2023

Liabilities and equity
Current liabilities:
Trade accounts payable	$	209,864		$	191,002
Payroll and related expenses		150,726			161,940
Lease liabilities		27,625			26,485
Other accrued expenses		275,159			239,350
Income taxes		51,052			73,098
Total current liabilities		714,426			691,875

Long-term debt less current portion		820,799			818,188
U.S. transition tax payable		-			47,027
Deferred income taxes		112,110			95,776
Long-term lease liabilities		101,012			102,830
Other liabilities		105,834			87,918
Accrued pension and other postretirement costs		192,614			195,503
Total liabilities		2,046,795			2,039,117

Equity:
Vishay stockholders' equity
Common stock		13,358			13,319
Class B convertible common stock		1,210			1,210
Capital in excess of par value		1,302,335			1,291,499
Retained earnings		1,035,395			1,041,372
Treasury stock (at cost)		(199,440	)		(161,656	)
Accumulated other comprehensive income		14,808			10,337
Total Vishay stockholders' equity		2,167,666			2,196,081
Noncontrolling interests		5,897			4,725
Total equity		2,173,563			2,200,806
Total liabilities and equity	$	4,220,358		$	4,239,923

VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Statements of Cash Flows
(Unaudited - In thousands)
	Nine fiscal months ended
	September 28, 2024			September 30, 2023
Operating activities
Net earnings	$	36,330		$	273,559
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		155,272			133,910
Gain on disposal of property and equipment		(1,168	)		(495	)
Inventory write-offs for obsolescence		27,163			27,469
Deferred income taxes		(13,667	)		20,654
Stock compensation expense		14,928			11,610
Loss on early extinguishment of debt		-			18,874
Other		14,506			7,574
Change in U.S. transition tax liability		(37,622	)		(27,670	)
Change in repatriation tax liability		(15,000	)		-
Changes in operating assets and liabilities, net of effects of businesses acquired		(74,696	)		(106,050	)
Net cash provided by operating activities		106,046			359,435

Investing activities
Capital expenditures		(175,175	)		(184,079	)
Proceeds from sale of property and equipment		1,397			1,034
Purchase of businesses, net of cash acquired		(200,185	)		(5,003	)
Purchase of short-term investments		(101,263	)		(82,166	)
Maturity of short-term investments		123,561			308,021
Other investing activities		(1,220	)		(1,219	)
Net cash provided by (used in) investing activities		(352,885	)		36,588

Financing activities
Proceeds from long-term borrowings		-			750,000
Repurchase of convertible senior notes due 2025		-			(386,745	)
Net payments on revolving credit facility		-			(42,000	)
Debt issuance and amendment costs		(1,062	)		(26,547	)
Cash paid for capped call		-			(94,200	)
Dividends paid to common stockholders		(37,467	)		(38,207	)
Dividends paid to Class B common stockholders		(3,629	)		(3,629	)
Repurchase of common stock held in treasury		(37,784	)		(57,661	)
Distributions to noncontrolling interests		-			(867	)
Cash withholding taxes paid when shares withheld for vested equity awards		(4,092	)		(3,994	)
Net cash provided by (used in) financing activities		(84,034	)		96,150
Effect of exchange rate changes on cash and cash equivalents		1,925			(7,879	)

Net increase (decrease) in cash and cash equivalents		(328,948	)		484,294

Cash and cash equivalents at beginning of period		972,719			610,825
Cash and cash equivalents at end of period	$	643,771		$	1,095,119

VISHAY INTERTECHNOLOGY, INC.
Reconciliation of Adjusted Earnings Per Share
(Unaudited - In thousands, except per share amounts)
	Fiscal quarters ended								Nine fiscal months ended
	September 28, 2024			June 29, 2024		September 30, 2023			September 28, 2024			September 30, 2023

GAAP net earnings (loss) attributable to Vishay stockholders	$	(19,299	)	$	23,533	$	65,529		$	35,158		$	272,348

Reconciling items affecting operating income (loss):
Restructuring and severance costs	$	40,614		$	-	$	-		$	40,614		$	-

Reconciling items affecting other income (expense):
Loss on early extinguishment of debt	$	-		$	-	$	18,874		$	-		$	18,874

Reconciling items affecting tax expense (benefit):
Tax effects of pre-tax items above		(10,299	)		-		(498	)		(10,299	)		(498	)

Adjusted net earnings	$	11,016		$	23,533	$	83,905		$	65,473		$	290,724

Adjusted weighted average diluted shares outstanding		137,558			138,084		140,001			138,039			140,577

Adjusted earnings per diluted share	$	0.08		$	0.17	$	0.60		$	0.47		$	2.07

VISHAY INTERTECHNOLOGY, INC.
Reconciliation of Free Cash
(Unaudited - In thousands)
	Fiscal quarters ended									Nine fiscal months ended
	September 28, 2024			June 29, 2024			September 30, 2023			September 28, 2024			September 30, 2023
Net cash provided by (used in) operating activities	$	50,565		$	(24,730	)	$	122,303		$	106,046		$	359,435
Proceeds from sale of property and equipment		132			514			21			1,397			1,034
Less: Capital expenditures		(59,527	)		(62,564	)		(66,829	)		(175,175	)		(184,079	)
Free cash	$	(8,830	)	$	(86,780	)	$	55,495		$	(67,732	)	$	176,390

VISHAY INTERTECHNOLOGY, INC.
Reconciliation of EBITDA and Adjusted EBITDA
(Unaudited - In thousands)
	Fiscal quarters ended									Nine fiscal months ended
	September 28, 2024			June 29, 2024			September 30, 2023			September 28, 2024			September 30, 2023

GAAP net earnings (loss) attributable to Vishay stockholders	$	(19,299	)	$	23,533		$	65,529		$	35,158		$	272,348
Net earnings attributable to noncontrolling interests		306			347			426			1,172			1,211
Net earnings (loss)	$	(18,993	)	$	23,880		$	65,955		$	36,330		$	273,559

Interest expense	$	6,596		$	6,657		$	7,153		$	19,749		$	18,677
Interest income		(5,230	)		(6,663	)		(9,183	)		(20,946	)		(21,419	)
Income taxes		(5,076	)		12,391			30,557			20,134			113,199
Depreciation and amortization		53,595			52,150			46,216			155,272			133,910
EBITDA	$	30,892		$	88,415		$	140,698		$	210,539		$	517,926

Reconciling items
Restructuring and severance costs		40,614			-			-			40,614			-
Loss on early extinguishment of debt		-			-			18,874			-			18,874

Adjusted EBITDA	$	71,506		$	88,415		$	159,572		$	251,153		$	536,800

Adjusted EBITDA margin**		9.7	%		11.9	%		18.7	%		11.3	%		20.5	%

** Adjusted EBITDA as a percentage of net revenues

Document and Entity Information	Nov. 06, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 06, 2024
Entity Registrant Name	Vishay Intertechnology, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	1-7416
Entity Tax Identification Number	38-1686453
Entity Address, Address Line One	63 Lancaster Avenue
Entity Address, City or Town	Malvern
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19355
City Area Code	610
Local Phone Number	644-1300
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000103730
Title of 12(b) Security	Common stock, par value $0.10 per share
Trading Symbol	VSH
Security Exchange Name	NYSE