8-K

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)  May 10, 2023

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 May 10, 2023, Vishay Intertechnology, Inc. ("the Company") issued a press release announcing its financial results for the fiscal quarter ended April 1, 2023.  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 May 10, 2023
	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: May 10, 2023

VISHAY INTERTECHNOLOGY, INC.

By: /s/ Lori Lipcaman

Name:	Lori Lipcaman
Title:	Executive Vice President and
	Chief Financial Officer

EX-99.1

Exhibit 99.1

Vishay Intertechnology Reports First Quarter 2023 Results

Malvern, PA, May 10, 2023 – 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 first quarter ended April 1, 2023.

Highlights

• 1Q 2023 revenues of $871.0 million

• 1Q 2023 EPS of $0.79

• 1Q 2023 book-to-bill of 0.84

• Backlog at quarter end was 7.5 months

• YTD 2023 total stockholder return of $34.2 million

• Extension of $750 million revolving credit facility to May 2028

“Driven by sales increases in medical and aerospace/defense along with continued strong demand in automotive, for the first quarter we delivered revenue growth of 2.0% year over year and 1.8% quarter over quarter.  We also increased investments in capacity expansion for our 30 key product lines in support of high growth and high return opportunities that meet our customers’ accelerating demand.  While 2023 is a staging year at Vishay as we prepare to participate fully in the next step up in demand related to connectivity, mobility and sustainability megatrends, we remain committed to spending approximately $385 million in capex and returning at least $100 million to our stockholders,” said Joel Smejkal, president and CEO.

2Q 2023 Outlook

For the second quarter of 2023, management expects revenues in the range of $860 million and $900 million and a gross profit margin in the range of 29.0% +/- 50 basis points.

Conference Call

Management will host a conference call today, May 10, 2023, at 9:00 a.m. ET to discuss first quarter 2023 results.  The dial-in number for the conference call is 877-407-0989 (+1 201-389-0921, if calling from outside the United States) and the access code is 13737582.  Interested parties may also access a real-time webcast through the Investor Relations section of the company’s website at http://ir.vishay.com. A presentation accompanying management’s prepared remarks will be posted approximately 30 minutes before the conference call starts. For interested parties who are unable to join the live call, there will be a replay of the conference call from 12:00 p.m. ET on Wednesday, May 10, 2023, through 11:59 p.m. ET on Wednesday, May 24, 2023. The telephone number for the replay is +1 877-660-6853 (+1 201-612-7415, if calling from outside the United States or Canada) and the access code is 13737582.

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 adjusted net earnings; adjusted earnings per share; adjusted gross margin; adjusted operating margin; free cash; earnings before interest, taxes, depreciation and amortization ("EBITDA"); adjusted EBITDA; and adjusted 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 adjusted net earnings, adjusted earnings per share, adjusted gross margin, adjusted operating margin, free cash, EBITDA, adjusted EBITDA, and adjusted 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. Reconciling items to arrive at adjusted net earnings represent significant charges or credits that are important to understanding the Company's intrinsic operations. Reconciling items to calculate adjusted gross margin, adjusted operating margin and adjusted EBITDA represent those same items used in computing adjusted net earnings, as relevant. Furthermore, the presented calculation of adjusted EBITDA is substantially similar to, but not identical to, a measure used in the calculation of financial ratios required for covenant compliance under Vishay's revolving credit facility. These reconciling items 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, 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 “guide,” “will,” “expect,” “anticipate,” “committed” 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 because of COVID-19 or otherwise; 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; 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
	April 1, 2023			December 31, 2022			April 2, 2022
Net revenues	$	871,046		$	855,298		$	853,793
Costs of products sold		592,333			606,178			594,685
Gross profit		278,713			249,120			259,108
Gross margin		32.0	%		29.1	%		30.3	%
Selling, general, and administrative expenses		120,145			113,812			112,855
Operating income		158,568			135,308			146,253
Operating margin		18.2	%		15.8	%		17.1	%
Other income (expense):
Interest expense		(5,120	)		(4,490	)		(4,222	)
Other		3,329			(2,618	)		(5,751	)
Total other income (expense) - net		(1,791	)		(7,108	)		(9,973	)
Income before taxes		156,777			128,200			136,280
Income tax expense		44,588			54,999			32,330
Net earnings		112,189			73,201			103,950
Less: net earnings attributable to noncontrolling interests		408			413			377
Net earnings attributable to Vishay stockholders	$	111,781		$	72,788		$	103,573
Basic earnings per share attributable to Vishay stockholders	$	0.79		$	0.51		$	0.71
Diluted earnings per share attributable to Vishay stockholders	$	0.79		$	0.51		$	0.71
Weighted average shares outstanding - basic		140,636			141,643			145,053
Weighted average shares outstanding - diluted		141,251			142,247			145,553
Cash dividends per share	$	0.10		$	0.10		$	0.10

VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Balance Sheets
(In thousands)
	April 1, 2023			December 31, 2022
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	847,534		$	610,825
Short-term investments		186,892			305,272
Accounts receivable, net		444,021			416,178
Inventories:
Finished goods		171,404			156,234
Work in process		282,166			261,345
Raw materials		203,111			201,300
Total inventories		656,681			618,879
Prepaid expenses and other current assets		170,767			170,056
Total current assets		2,305,895			2,121,210
Property and equipment, at cost:
Land		76,269			75,907
Buildings and improvements		676,678			658,829
Machinery and equipment		2,910,769			2,857,636
Construction in progress		234,481			243,038
Allowance for depreciation		(2,755,509	)		(2,704,951	)
		1,142,688			1,130,459
Right of use assets		130,306			131,193
Deferred income taxes		106,197			104,667
Goodwill		201,657			201,432
Other intangible assets, net		75,965			77,896
Other assets		99,960			98,796
Total assets	$	4,062,668		$	3,865,653

VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Balance Sheets (continued)
(In thousands)
	April 1, 2023			December 31, 2022
	(Unaudited)
Liabilities and equity
Current liabilities:
Trade accounts payable	$	219,802		$	189,099
Payroll and related expenses		159,708			166,079
Lease liabilities		25,908			25,319
Other accrued expenses		246,529			261,606
Income taxes		97,307			84,155
Total current liabilities		749,254			726,258
Long-term debt less current portion		566,755			500,937
U.S. transition tax payable		83,010			83,010
Deferred income taxes		125,289			117,183
Long-term lease liabilities		107,221			108,493
Other liabilities		94,216			92,530
Accrued pension and other postretirement costs		189,606			187,092
Total liabilities		1,915,351			1,815,503
Equity:
Vishay stockholders' equity
Common stock		13,316			13,291
Class B convertible common stock		1,210			1,210
Capital in excess of par value		1,351,622			1,352,321
Retained earnings		870,975			773,228
Treasury stock (at cost)		(103,145	)		(82,972	)
Accumulated other comprehensive income (loss)		9,032			(10,827	)
Total Vishay stockholders' equity		2,143,010			2,046,251
Noncontrolling interests		4,307			3,899
Total equity		2,147,317			2,050,150
Total liabilities and equity	$	4,062,668		$	3,865,653

VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Statements of Cash Flows
(Unaudited - In thousands)
	Three fiscal months ended
	April 1, 2023			April 2, 2022
Operating activities
Net earnings	$	112,189		$	103,950
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		43,301			40,650
(Gain) loss on disposal of property and equipment		(64	)		(59	)
Inventory write-offs for obsolescence		8,986			5,825
Deferred income taxes		7,329			2,347
Other		269			8,816
Changes in operating assets and liabilities		(42,117	)		(127,944	)
Net cash provided by operating activities		129,893			33,585
Investing activities
Purchase of property and equipment		(45,574	)		(35,909	)
Proceeds from sale of property and equipment		326			72
Purchase of short-term investments		(41	)		(7,753	)
Maturity of short-term investments		121,768			56,674
Other investing activities		(892	)		(199	)
Net cash provided by investing activities		75,587			12,885
Financing activities
Net proceeds (payments) on revolving credit lines		65,000			-
Dividends paid to common stockholders		(12,810	)		(13,259	)
Dividends paid to Class B common stockholders		(1,210	)		(1,210	)
Repurchase of common stock held in treasury		(20,173	)		(9,873	)
Cash withholding taxes paid when shares withheld for vested equity awards		(3,653	)		(2,123	)
Net cash provided by (used in) financing activities		27,154			(26,465	)
Effect of exchange rate changes on cash and cash equivalents		4,075			(4,865	)
Net increase in cash and cash equivalents		236,709			15,140
Cash and cash equivalents at beginning of period		610,825			774,108
Cash and cash equivalents at end of period	$	847,534		$	789,248

VISHAY INTERTECHNOLOGY, INC.
Reconciliation of Adjusted Earnings Per Share
(Unaudited - In thousands, except per share amounts)
	Fiscal quarters ended
	April 1, 2023		December 31, 2022			April 2, 2022
GAAP net earnings attributable to Vishay stockholders	$	111,781	$	72,788		$	103,573
Reconciling items affecting tax expense (benefit):
Effect of change in indefinite reversal assertion	$	-	$	59,642		$	-
Effects of changes in valuation allowances		-		(33,669	)		-
Adjusted net earnings	$	111,781	$	98,761		$	103,573
Adjusted weighted average diluted shares outstanding		141,251		142,247			145,553
Adjusted earnings per diluted share	$	0.79	$	0.69		$	0.71

VISHAY INTERTECHNOLOGY, INC.
Reconciliation of Free Cash
(Unaudited - In thousands)
	Fiscal quarters ended
	April 1, 2023			December 31, 2022			April 2, 2022
Net cash provided by operating activities	$	129,893		$	166,496		$	33,585
Proceeds from sale of property and equipment		326			726			72
Less: Capital expenditures		(45,574	)		(153,133	)		(35,909	)
Free cash	$	84,645		$	14,089		$	(2,252	)

VISHAY INTERTECHNOLOGY, INC.
Reconciliation of EBITDA and Adjusted EBITDA
(Unaudited - In thousands)
	Fiscal quarters ended
	April 1, 2023			December 31, 2022			April 2, 2022
GAAP net earnings attributable to Vishay stockholders	$	111,781		$	72,788		$	103,573
Net earnings attributable to noncontrolling interests		408			413			377
Net earnings	$	112,189		$	73,201		$	103,950
Interest expense	$	5,120		$	4,490		$	4,222
Interest income		(5,944	)		(4,374	)		(561	)
Income taxes		44,588			54,999			32,330
Depreciation and amortization		43,301			42,690			40,650
EBITDA	$	199,254		$	171,006		$	180,591
Reconciling items	$	-		$	-		$	-
Adjusted EBITDA	$	199,254		$	171,006		$	180,591
Adjusted EBITDA margin**		22.9	%		20.0	%		21.2	%
** Adjusted EBITDA as a percentage of net revenues

XML

Document and Entity Information	May 10, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 10, 2023
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