-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, KUJfGkszC/zDahVis5qAsKKQ6Avz5gB9ek2EV+BUhH2/6cygm6sZYIfu6CLJMKl5 enjNPYnT4c79Ijtp+01dzA== 0000103730-94-000001.txt : 19940512 0000103730-94-000001.hdr.sgml : 19940512 ACCESSION NUMBER: 0000103730-94-000001 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19940331 FILED AS OF DATE: 19940511 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: VISHAY INTERTECHNOLOGY INC CENTRAL INDEX KEY: 0000103730 STANDARD INDUSTRIAL CLASSIFICATION: 3670 IRS NUMBER: 381686453 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-07416 FILM NUMBER: 94527206 BUSINESS ADDRESS: STREET 1: 63 LINCOLN HWY CITY: MALVERN STATE: PA ZIP: 19355 BUSINESS PHONE: 2156441300 MAIL ADDRESS: STREET 1: 63 LINCOLN HIGHWAY CITY: MALVERN STATE: PA ZIP: 19355 10-Q 1 MARCH 31, 1994 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1994 TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transaction period from to Commission File Number 1-7416 VISHAY INTERTECHNOLOGY, INC. (Exact name of registrant as specified in its charter) DELAWARE 38-1686453 (State or other jurisdiction (I.R.S. Employer Identification of incorporation or organization) Number) 63 Lincoln Highway, Malvern, Pennsylvania 19355 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (610) 644-1300 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No As of May 10, 1994 registrant had 17,656,340 shares of its Common Stock and 3,574,973 shares of its Class B Common Stock outstanding. VISHAY INTERTECHNOLOGY, INC. FORM 10-Q MARCH 31, 1994 CONTENTS Page No. -------- PART I. FINANCIAL INFORMATION Consolidated Condensed Balance Sheets - 3-4 March 31, 1994 and December 31, 1993 Consolidated Condensed Statements of 5 Operations - Three Months Ended March 31, 1994 and 1993 Consolidated Condensed Statements of 6 Cash Flows - Three Months Ended March 31, 1994 and 1993 Notes to Consolidated Condensed 7 Financial Statements Management's Discussion and Analysis 8-9 of Financial Condition and Results of Operations PART II. OTHER INFORMATION 10 VISHAY INTERTECHNOLOGY, INC. AND SUBSIDIARIES Consolidated Condensed Balance Sheets (Unaudited) March 31 December 31 ASSETS 1994 1993 -------------- -------------- CURRENT ASSETS Cash and cash equivalents $19,155,000 $10,931,000 Accounts receivable 151,297,000 125,284,000 Inventories: Finished goods 80,706,000 85,783,000 Raw materials and work in process 145,762,000 138,872,000 Prepaid expenses and other current assets 38,241,000 33,365,000 -------------- -------------- TOTAL CURRENT ASSETS 435,161,000 394,235,000 PROPERTY AND EQUIPMENT - AT COST Land 34,819,000 33,791,000 Buildings and improvements 140,677,000 136,432,000 Machinery and equipment 418,230,000 398,885,000 Allowance for depreciation (160,158,000) (149,004,000) -------------- -------------- 433,568,000 420,104,000 GOODWILL 120,695,000 118,286,000 OTHER ASSETS 14,266,000 15,481,000 -------------- -------------- $1,003,690,000 $948,106,000 ============== ============== LIABILITIES AND March 31 December 31 STOCKHOLDERS' EQUITY 1994 1993 -------------- -------------- CURRENT LIABILITIES Notes payable to banks $36,506,000 $22,695,000 Trade accounts payable 49,696,000 48,404,000 Payroll and related expenses 34,135,000 28,942,000 Other accrued expenses 52,609,000 54,112,000 Income taxes 4,866,000 3,740,000 Current portion of long-term debt 30,543,000 30,536,000 -------------- -------------- TOTAL CURRENT LIABILITIES 208,355,000 188,429,000 LONG-TERM DEBT 285,475,000 266,999,000 DEFERRED INCOME TAXES 25,053,000 26,080,000 OTHER LIABILITIES 21,384,000 24,081,000 ACCRUED RETIREMENT COSTS 70,285,000 66,014,000 STOCKHOLDERS' EQUITY Common stock 1,764,000 1,763,000 Class B common stock 359,000 359,000 Capital in excess of par value 289,050,000 288,980,000 Retained earnings 118,507,000 105,849,000 Foreign currency translation adjustment (9,173,000) (13,109,000) Unearned compensation (90,000) (60,000) Pension adjustment (7,279,000) (7,279,000) -------------- -------------- 393,138,000 376,503,000 -------------- -------------- $1,003,690,000 $948,106,000 ============== ============== See notes to consolidated condensed financial statements. VISHAY INTERTECHNOLOGY, INC. AND SUBSIDIARIES Consolidated Condensed Statements of Operations (Unaudited) Three Months Ended March 31 1994 1993 ------------ ------------ Net sales $226,015,000 $227,500,000 Costs of products sold 175,215,000 177,566,000 ------------ ------------ GROSS PROFIT 50,800,000 49,934,000 Selling, general, and administrative expenses 30,176,000 30,608,000 Restructuring expense - 1,510,000 Unusual item - (2,000,000) ------------ ------------ OPERATING INCOME 20,624,000 19,816,000 Other income (expense): Interest expense (5,040,000) (5,885,000) Other 468,000 (22,000) Amortization of goodwill (801,000) (610,000) ------------ ------------ (5,373,000) (6,517,000) ------------ ------------ EARNINGS BEFORE INCOME TAXES AND CUMULATIVE EFFECT OF ACCOUNTING CHANGE 15,251,000 13,299,000 Income taxes 2,593,000 2,261,000 ------------ ------------ EARNINGS BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE 12,658,000 11,038,000 Cumulative effect of accounting change for income taxes - 1,427,000 ------------ ------------ NET EARNINGS $12,658,000 $12,465,000 ============ ============ Earnings per share: Before cumulative effect of accounting change $0.60 $0.52 Accounting change for income taxes - $0.07 ----------- ----------- Net earnings $0.60 $0.59 =========== =========== Weighted average shares outstanding 21,230,000 21,226,000 See notes to consolidated condensed financial statements. VISHAY INTERTECHNOLOGY, INC. AND SUBSIDIARIES Consolidated Condensed Statements of Cash Flows (Unaudited) Three Months Ended March 31 1994 1993 OPERATING ACTIVITIES ------------ ------------ Net earnings $12,658,000 $12,465,000 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 12,997,000 12,129,000 Other, including cumulative effect of accounting change (3,139,000) (1,052,000) Changes in operating assets and liabilities (21,941,000) (16,131,000) NET CASH PROVIDED BY ------------ ------------ OPERATING ACTIVITIES 575,000 7,411,000 INVESTING ACTIVITIES Purchases of property and equipment-net (18,534,000) (16,909,000) Purchase of businesses, net of cash acquired - (1,646,000) NET CASH USED IN ------------ ------------ INVESTING ACTIVITIES (18,534,000) (18,555,000) FINANCING ACTIVITIES Proceeds from long-term borrowings 51,521,000 148,426,000 Payments on long-term borrowings (37,348,000) (132,405,000) Net increase in short-term borrowings 12,054,000 13,053,000 NET CASH PROVIDED BY ------------ ------------ FINANCING ACTIVITIES 26,227,000 29,074,000 Effect of exchange rate changes on cash (44,000) 50,000 INCREASE IN CASH AND ------------ ------------ CASH EQUIVALENTS 8,224,000 17,980,000 Cash and cash equivalents at beginning of period 10,931,000 15,977,000 CASH AND CASH EQUIVALENTS ------------ ------------ AT END OF PERIOD $19,155,000 $33,957,000 ============ ============ See notes to consolidated condensed financial statements. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (unaudited) March 31, 1994 Note 1: Basis of Presentation - ------------------------------- The accompanying unaudited consolidated condensed financial statements 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 generally accepted accounting principles for complete financial statements. The information furnished reflects all adjustments (consisting of 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 financial statements and notes thereto filed with Form 10-K for the year ended December 31, 1993. Note 2: Earnings Per Share - ---------------------------- Earnings per share amounts for all periods presented reflect a 5% stock dividend paid on June 11, 1993. Note 3: Restructuring Charge and Unusual Item - ----------------------------------------------- The operating results for the quarter ended March 31, 1993 include restructuring expense of $1,510,000 relating to the downsizing of the Company's French operations and income from unusual item of $2,000,000 for a business interruption insurance recovery. Note 4: Income Taxes - ---------------------- Effective January 1, 1993, the Company changed its method of accounting for income taxes from the deferred method to the liability method required by FASB Statement No. 109, "Accounting for Income Taxes". The cumulative effect of adopting Statement No. 109 as of January 1, 1993 was to increase net earnings by $1,427,000, or $.07 per share. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations - --------------------- Net sales for the quarter ended March 31, 1994 decreased by $1,485,000 or .7% from the comparable period of the prior year. The strengthening of the U.S. dollar against foreign currencies in comparison to the prior year first quarter resulted in a decrease of $5,400,000 in reported sales for the quarter ended March 31, 1994. Management believes that the U.S. and European economies are showing signs of recovery. Net bookings for the quarter ended March 31, 1994 increased by 5% over the comparable period of the prior year. Costs of products sold for the quarter ended March 31, 1994 were 77.5% of net sales as compared to 78.1% for the comparable period of the prior year. Costs of products sold have been reduced by government grants of $1,821,000 and $296,000 for the quarters ended March 31, 1994 and 1993, respectively. Exclusive of government grants, costs of products sold were comparable at 78.3% and 78.2% of sales for the quarters ended March 31, 1994 and 1993, respectively. Selling, general, and administrative expenses for the quarter ended March 31, 1994 were 13.4% of net sales compared to 13.5% for the comparable period of the prior year. While we believe these percentages to be acceptable, we are continuing to explore additional cost saving opportunities. A restructuring charge of $1,510,000 incurred during the quarter ended March 31, 1993 related to the Company's decision to downsize its French operations as a result of that country's business climate. The Company recognized as income during the quarter ended March 31, 1993 an insurance recovery of $2,000,000 for lost profits from a business interruption insurance claim. Such recoveries ultimately amounted to $7,221,000 for the entire 1993 calendar year. Interest costs decreased by $845,000 for the quarter ended March 31, 1994 as a result of a lower average borrowing rate resulting from a change in the Company's mix of borrowings throughout the U.S. and Europe as compared to the prior year's first quarter. Other income for the quarter ended March 31, 1994 increased by $490,000 over the comparable period of the prior year. The increase was largely due to foreign currency gains, which were $317,000 for the quarter ended March 31, 1994 as compared to foreign currency losses of $660,000 for the prior year quarter. The effective tax rate for the quarters ended March 31, 1994 and 1993 was 17.0%. The effective tax rate for calendar year 1993, exclusive of the effect of nontaxable insurance proceeds, was 18.6%. The estimated 1994 rate anticipates the effect of doing increased business in lower tax rate jurisdictions (especially Israel). Included in net earnings for the first quarter of 1993 is a one- time tax benefit $1,427,000 resulting from the adoption of FASB Statement No. 109, "Accounting for Income Taxes". Financial Condition - ------------------- Cash flows from operations were $575,000 for the quarter ended March 31, 1994 compared to $7,411,000 for the prior year's quarter. The decrease in net cash provided by operating activities in comparison to the prior year first quarter results primarily from $6,500,000 of cash payments made in the first quarter of 1994 for restructuring. Purchases of property and equipment were $18,534,000 compared to $16,909,000 in the prior year first quarter. The Company is continuing to add equipment to meet increased customer demand for surface mount components. Net cash provided by financing activities of $26,227,000 for the quarter ended March 31, 1994 was used primarily to finance the additions to property and equipment. The Company's financial condition at March 31, 1994 is strong, with a current ratio of 2.1 to 1. The Company's ratio of long-term debt to stockholders' equity was .7 to 1 at March 31, 1994 and December 31, 1993. Management believes that available sources of credit, together with cash expected to be generated from operations, will be sufficient to satisfy the Company's anticipated financing needs for working capital and capital expenditures during the next twelve months. Inflation - --------- Normally, inflation does not have a significant impact on the Company's operations. The Company's products are not generally sold on long-term contracts. Consequently, selling prices, to the extent permitted by competition, can be adjusted to reflect cost increases caused by inflation. VISHAY INTERTECHNOLOGY, INC. PART II - OTHER INFORMATION Item 1. Legal Proceedings Not applicable Item 2. Changes in Securities Not applicable Item 3. Defaults Upon Senior Securities Not applicable Item 4. Submission of Matters to a Vote of Security Holders Not applicable Item 5. Other Information Not applicable Item 6. Exhibits and Reports on Form 8-K (a) Exhibits Not applicable (b) Reports on Form 8-K Not applicable SIGNATURES 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 thereunto duly authorized. VISHAY INTERTECHNOLOGY, INC. /s/Robert A. Freece ------------------------------------ Robert A. Freece Vice President, Treasurer (Duly Authorized and Chief Financial Officer) Date: May 11, 1994 ------------ -----END PRIVACY-ENHANCED MESSAGE-----