Acquisition and Divestiture Activities

12 Months Ended

Dec. 31, 2022

Acquisition and Divestiture Activities [Abstract]

Acquisition and Divestiture Activities

Note 2 - Acquisition and Divestiture Activities

As part of its growth strategy, the Company seeks to expand through targeted acquisitions of other manufacturers of electronic components.  These acquisition targets include businesses that have established positions in major markets, reputations for product quality and reliability, and product lines with which the Company has substantial marketing and technical expertise.  It also includes certain businesses that possess technologies which the Company expects to further develop and commercialize.

Year ended December 31, 2022

On October 28, 2022, the Company acquired all of the outstanding equity interests of MaxPower Semiconductor, Inc., ("MaxPower"), a San Jose, California-based fabless power semiconductor provider dedicated to delivering innovative and cost-effective technologies that optimize power management solutions.  The acquisition of MaxPower will enhance Vishay's current and future silicon carbide ("SiC") offerings for fast-growing markets such as electric vehicles.

The Company paid cash of $50,000, net of cash acquired, at closing.  Related to the transaction, the Company may also be required to make certain contingent payments of up to $57,500, which would be payable upon the achievement of certain technology milestones, upon favorable resolution of certain technology licensing matters with a third party, and upon the disposition of MaxPower's investment in an equity affiliate.  The purchase price for U.S. GAAP purposes includes the fair value, as of the acquisition date, of certain future contingent payments to non-employee equity holders of MaxPower.  The estimated fair value of this contingent consideration as of the acquisition date was $6,851.  The contingent consideration liability is included in other accrued expenses and other liabilities in the accompanying balance sheet and is remeasured each reporting period, with changes reported as selling, general, and administrative expenses on the consolidated statement of operations.  See Note 18 for further discussion on the fair value measurement. 

A portion of contingent payments to be made to employee equity holders are deemed compensatory in nature.  Such payments made to employee equity holders will be recognized as expense in future periods, and thus are not included in the U.S. GAAP purchase price.

Based on an estimate of their fair values pending finalization of an independent appraisal, the Company allocated $18,600 of the purchase price to definite-lived intangible assets.  After allocating the purchase price to the assets acquired and liabilities assumed based on a preliminary estimation of their fair values at the date of acquisition, the Company recorded goodwill of $36,885 related to this acquisition.  The results and operation of this acquisition have been included in the MOSFETs segment since October 28, 2022.  The goodwill related to this acquisition will be included in the MOSFETs reporting unit for goodwill impairment testing.  The purchase price allocation for this acquisition is considered preliminary as the Company is awaiting further information about the contingent payments, the finalization of an independent appraisal, and the finalization of a net working capital adjustment.

Year ended December 31, 2021

On December 31, 2021, the Company acquired substantially all of the U.S. assets of Barry Industries, a Massachusetts-based, privately-held manufacturer of resistive components for $20,847.  Based on an estimate of their fair values, the Company allocated $9,600 of the purchase price to definite-lived intangible assets.  After allocating the purchase price to the assets acquired and liabilities assumed based on an estimation of their fair values at the date of acquisition, the Company recorded goodwill of $7,813 related to this acquisition.  The results and operations of this acquisition have been included in the Resistors segment since December 31, 2021.  The goodwill related to this acquisition is included in the Resistors reporting unit for goodwill impairment testing.  

Year ended December 31, 2020

On October 1, 2020, the Company acquired the worldwide business and substantially all of the U.S. assets of Applied Thin-Film Products, a California-based, privately-held manufacturer of custom, build-to-print thin film substrates for the microwave, fiber optic, and life science industries.  Concurrently, a Chinese subsidiary of Applied Thin-Film Products entered into an agreement to sell certain inventory and equipment to a subsidiary of Vishay, which was completed on June 30, 2021.  The total acquisition price was $25,852.  Based on an estimate of their fair values, the Company allocated $10,800 of the purchase price to definite-lived intangible assets.  After allocating the purchase price to the assets acquired and liabilities assumed based on an estimation of their fair values at the date of acquisition, the Company recorded goodwill of $6,548 related to this acquisition.  The results and operations of this acquisition have been included in the Resistors segment since October 1, 2020.  The goodwill related to this acquisition is included in the Resistors reporting unit for goodwill impairment testing.

Had these acquisitions occurred as of the beginning of the periods presented in these consolidated financial statements, the pro forma statements of operations would not be materially different than the consolidated statements of operations presented.