-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CzBYxT01fiGWfpZOMBHvPGrKd8iLZmrPRrl0Si94lSk9Gh6IavFO83QF11qq+u1v 6HO9LZLkavUkoilEUmrO6A== 0001157523-07-010373.txt : 20071030 0001157523-07-010373.hdr.sgml : 20071030 20071030084517 ACCESSION NUMBER: 0001157523-07-010373 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071030 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071030 DATE AS OF CHANGE: 20071030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VISHAY INTERTECHNOLOGY INC CENTRAL INDEX KEY: 0000103730 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS & ACCESSORIES [3670] IRS NUMBER: 381686453 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07416 FILM NUMBER: 071198017 BUSINESS ADDRESS: STREET 1: 63 LINCOLN HWY CITY: MALVERN STATE: PA ZIP: 19355 BUSINESS PHONE: 6106441300 MAIL ADDRESS: STREET 1: 63 LINCOLN HIGHWAY CITY: MALVERN STATE: PA ZIP: 19355 8-K 1 a5531175.txt VISHAY INTERTECHNOLOGY, INC. 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) October 30, 2007 ---------------- Vishay Intertechnology, Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-7416 38-1686453 - -------------------------------------------------------------------------------- (State or other (Commission (I.R.S. Employer jurisdiction File Number) Identification No.) of incorporation) 63 Lancaster Avenue Malvern, PA 19355 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)) Item 2.02 - Results of Operations and Financial Condition On October 30, 2007, Vishay Intertechnology, Inc. issued a press release announcing its financial results for the fiscal quarter and nine fiscal months ended September 29, 2007. A copy of the press release is furnished as Exhibit 99 to this report. Item 7.01 - Regulation FD Disclosure Computational Guidance on Earnings Per Share Estimates The Company frequently receives questions from analysts and shareholders regarding its diluted earnings per share ("EPS") computation. The information furnished in this Form 8-K provides additional information on the impact of key variables on the EPS computation, particularly as they relate to the fourth quarter of 2007. Accounting principles require that EPS be computed based on the weighted average shares outstanding ("basic"), and also assuming the issuance of potentially issuable shares (such as those subject to stock options, warrants, convertible notes, etc.) if those potentially issuable shares would reduce EPS ("diluted"). The number of shares related to options, warrants, and similar instruments included in diluted EPS is based on the "Treasury Stock Method" prescribed in Statement of Financial Accounting Standards ("SFAS") No. 128. This method assumes a theoretical repurchase of shares using the proceeds of the respective stock option or warrant exercise at a price equal to the issuer's average stock price during the related earnings period. Accordingly, the number of shares includable in the calculation of diluted EPS in respect of stock options, warrants and similar instruments is dependent on this average stock price and will increase as the average stock price increases. This method is also utilized for net share settlement debt. The number of shares includable in the calculation of diluted EPS in respect of conventional convertible or exchangeable securities is based on the "If Converted" method prescribed in SFAS No. 128. This method assumes the conversion or exchange of these securities for shares of common stock. In determining if convertible or exchangeable securities are dilutive, the interest savings (net of tax) subsequent to an assumed conversion are added back to net earnings. The shares related to a convertible or exchangeable security are included in diluted EPS only if EPS as otherwise calculated is greater than the interest savings, net of tax, divided by the shares issuable upon exercise or conversion of the instrument ("incremental earnings per share"). Accordingly, the calculation of diluted EPS for these instruments is dependent on the level of net earnings. Each series of convertible or exchangeable securities is considered individually and in sequence, starting with the series having the lowest incremental earnings per share, to determine if its effect is dilutive or anti-dilutive. In June 2007, the Company's Board of Directors adopted a resolution pursuant to which the Company intends to waive its rights to settle the principal amount of its 3-5/8% Convertible Subordinated Notes, upon any conversion or repurchase of the notes, in shares of Vishay common stock. Pursuant to the indenture governing the notes, Vishay had the right to pay the conversion value or purchase price for the notes in cash, Vishay common stock, or a combination of both. In accordance with the resolution of its Board, in the future, if notes are tendered for repurchase, Vishay will pay the repurchase price in cash, and if notes are submitted for conversion, Vishay will value the shares issuable upon conversion and will pay in cash an amount equal to the principal amount of the converted notes and will issue shares in respect of the conversion value in excess of the principal amount. Vishay will now consider the notes to be "net share settlement debt." Accordingly, the notes will be included in the diluted earnings per share computation using the "treasury stock method" (similar to options and warrants) rather than the "if converted method" otherwise required for convertible debt. Under the "treasury stock method," Vishay will calculate the number of shares issuable under the terms of the notes based on the average market price of Vishay common stock during the period, and include that number in the total diluted shares figure for the period. The following estimates of shares consider the number of the Company's shares currently outstanding and the Company's stock options, warrants and convertible or exchangeable securities currently outstanding and their exercise and conversion features currently in effect. Changes in these parameters could have a material impact on the calculation of diluted EPS. The following estimates of shares should be read in conjunction with the information on earnings per share in the Company's filings on Form 10-Q and Form 10-K. These estimates are unaudited and are not necessarily indicative of the shares used in the diluted EPS computation for any prior period. The estimates below are not necessarily indicative of the shares to be used in the quarterly diluted EPS computation for any period subsequent to the fourth quarter of 2007. The Company assumes no duty to revise these estimates as a result of changes in the parameters on which they are based or any changes in accounting principles. Also, the presentation is not intended as a forecast of EPS values or share prices of the Company's common stock for any period. For the fourth quarter of 2007: o The Company has approximately 186 million shares issued and outstanding, including shares of common stock and class B common stock. o The number of shares included in diluted EPS related to options, warrants, and similar instruments does not vary significantly and is generally less than 1 million incremental shares. o The Company's Convertible Subordinated Notes due 2023 are convertible at a conversion price of $21.28 per $1,000 principal amount, equivalent to 46.9925 shares per $1,000 principal amount. There are 500,000 bonds outstanding. The number of shares of common stock that Vishay will include in its diluted earnings per share computation, assuming an average market price for Vishay common stock in excess of the conversion price, will be determined in accordance with the following formula: S = 500,000 * [(P - $21.28) * 46.9925] / P where S = the number of shares to be included in diluted EPS, and P = the average market price of Vishay common stock for the quarter. If the average market price is less than $21.28, no shares will be included in the diluted earnings per share computation. o The Company's Exchangeable unsecured notes due 2102 are dilutive at quarterly earnings levels in excess of approximately $28 million. The Exchangeable unsecured notes are exchangeable for approximately 6 million shares. Quarterly interest, net of tax, is approximately $0.9 million. Item 9.01 - Financial Statements and Exhibits (d) Exhibits Exhibit No. Description - ----------- ----------- 99 Press release dated October 30, 2007 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: October 30, 2007 VISHAY INTERTECHNOLOGY, INC. By: /s/ Richard N. Grubb ------------------------------- Name: Richard N. Grubb Title: Executive Vice President and Chief Financial Officer EX-99 2 a5531175ex99.txt EXHIBIT 99 Exhibit 99 Vishay Reports Results for Third Quarter 2007 -- Revenues for third quarter 2007 increased by $14 million, or 2%, compared to second quarter 2007. -- Income from continuing operations of $0.20 per diluted share for the third quarter 2007 has been negatively affected by the after tax impact of certain items (enumerated below) of $0.05 per share for adjusted income from continuing operations per share of $0.25. -- Cash generated from operations was $117 million and capital expenditures were $34 million in the third quarter 2007. -- Manufacturing inventories were reduced by $20 million in the third quarter 2007. Business Editors MALVERN, Pa.--(BUSINESS WIRE)--Oct. 30, 2007--Dr. Felix Zandman, Executive Chairman of the Board, and Dr. Gerald Paul, President and Chief Executive Officer of Vishay Intertechnology, Inc. (NYSE:VSH), announced today that net revenues for the fiscal quarter ended September 29, 2007 were $729.6 million, compared to $654.4 million for the fiscal quarter ended September 30, 2006. Income from continuing operations for the fiscal quarter ended September 29, 2007 was $37.1 million, or $0.20 per diluted share, compared with net earnings for the fiscal quarter ended September 30, 2006 of $32.5 million, or $0.17 per diluted share. On April 1, 2007, Vishay acquired the Power Control Systems ("PCS") business of International Rectifier Corporation. The Company intends to sell the automotive modules and subsystems business unit ("ASBU") acquired as part of the PCS business. The operations of the ASBU have been classified as discontinued operations. The loss from discontinued operations for the third quarter was $1.9 million, resulting in net earnings of $35.2 million, or $0.19 per diluted share. Income from continuing operations for the third quarter of 2007 of $37.1 million, or $0.20 per diluted share, was impacted by a pretax charge for restructuring and severance costs of $9.9 million. Additionally, reported income tax expense is net of benefits totaling $0.9 million for changes in uncertain tax positions and a change in enacted tax rates. These items, net, had a negative $0.05 per share effect on income from continuing operations. Net earnings for the third quarter of 2006 of $32.5 million, or $0.17 per diluted share, were impacted by pretax charges for restructuring and severance costs of $19.2 million, related asset write-downs of $2.7 million, inventory obsolescence charges for discontinued tantalum products of $1.4 million, losses resulting from adjustments to previously existing purchase commitments of $0.7 million, and charges totaling $2.9 million to settle past quality claims. These items and their tax-related consequences had a negative $0.10 effect on earnings per share. Net revenues for the nine fiscal months ended September 29, 2007 were $2,103.7 million, compared to $1,946.0 million for the nine fiscal months ended September 30, 2006. Income from continuing operations for the nine fiscal months ended September 29, 2007 was $129.1 million, or $0.67 per diluted share, compared with net earnings for the nine fiscal months ended September 30, 2006 of $113.5 million, or $0.59 per diluted share. The loss from discontinued operations for nine fiscal months ended September 29, 2007 was $3.2 million, resulting in net earnings of $125.9 million, or $0.66 per diluted share. Income from continuing operations for the nine fiscal months ended September 29, 2007 of $129.1 million, or $0.67 per diluted share, was impacted by pretax charges for restructuring and severance costs of $13.2 million and related asset write-downs of $2.7 million. These items and their tax-related consequences, plus additional tax expense for changes in uncertain tax positions net of benefits for a change in enacted tax rates totaling $2.5 million, had a negative $0.09 per share effect on income from continuing operations. Net earnings for the nine fiscal months ended September 30, 2006 of $113.5 million, or $0.59 per diluted share, were impacted by pretax charges for restructuring and severance costs of $28.1 million, related asset write-downs of $6.6 million, losses resulting from adjustments to previously existing purchase commitments of $4.8 million, write-downs and write-offs of tantalum inventories totaling $9.6 million, a loss on early extinguishment of debt of $2.9 million, an adjustment to increase the estimated cost of environmental remediation obligations associated with the 2001 General Semiconductor acquisition of $3.6 million, and charges totaling $2.9 million to settle past product quality issues. These items and their tax related consequences had a negative $0.21 effect on earnings per share. Commenting on the results for the third quarter 2007, Dr. Paul stated, "The friendly business environment Vishay experiences since the end of 2005 continued in the third quarter. The sales of distribution to the end customers increased in the third quarter compared to the previous quarter, especially driven by Asia. During the third quarter 2007 we reduced manufacturing inventories by $20 million. Our strong generation of cash from operations continued during the third quarter 2007 with $117 million." Dr. Paul continued, "The two discrete semiconductor product lines that we acquired on April 1, 2007 from International Rectifier achieved revenues of $59 million in third quarter 2007, approximately the projected yearly run-rate of $240 million. These businesses contributed $4.8 million to our operating income." Regarding the outlook for the fourth quarter 2007, Dr. Paul continued, "Our guidance for revenues is in the range of $710 million to $730 million. Gross margins are projected to be at similar to slightly improved levels." Commenting on the Company's acquisition activities, Dr. Felix Zandman, Executive Chairman of the Board and Chief Technical and Business Development Officer, stated, "We continue to explore acquisition targets in all spaces we operate in, namely passive components, semiconductors and weighing systems. At the same time, we are actively pursuing the divestiture of the automotive systems business that was part of our acquisition of the Power Control Systems business from International Rectifier." Regarding the Company's R&D activities, Dr. Zandman noted, "Our R&D programs are on target. The share of new products released to the market continues to increase." A conference call to discuss third quarter financial results is scheduled for Tuesday, October 30, 2007 at 10:00 a.m. (ET). The dial-in number for the conference call is 877-589-6174 (+1 706-643-1406 if calling from outside the United States or Canada) and the conference ID is #18703688. There will be a replay of the conference call from 12:30 p.m. (ET) on Tuesday, October 30, 2007 through 11:59 p.m. (ET) on Sunday, November 4, 2007. The telephone number for the replay is 800-642-1687 (+1 706-645-9291 if calling from outside the United States or Canada) and the access code is #18703688. There will also be a live audio webcast of the conference call. This can be accessed directly from the Investor Relations section of the Vishay website at http://ir.vishay.com. Vishay Intertechnology, Inc., a Fortune 1,000 Company listed on the NYSE (VSH), is one of the world's largest manufacturers of discrete semiconductors (diodes, rectifiers, transistors, and optoelectronics and selected ICs) and passive electronic components (resistors, capacitors, inductors, sensors, and transducers). These components are used in virtually all types of electronic devices and equipment, in the industrial, computing, automotive, consumer, telecommunications, military, aerospace, and medical markets. Its product innovations, successful acquisition strategy, and ability to provide "one-stop shop" service have made Vishay a global industry leader. Vishay can be found on the Internet at http://www.vishay.com. Statements contained herein that relate to the Company's future performance, including statements with respect to forecasted revenues and the anticipated future benefits of the Company's acquisition and research and development programs are forward-looking statements within the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve a number of risks, uncertainties and contingencies, many of which are beyond our control, which may cause actual results, performance or achievements to differ materially from those anticipated. Such statements are based on current expectations only, and are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results 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, particularly in the markets that we serve; competition and technological changes in our industries; difficulties in implementing our cost reduction strategies; difficulties in new product development; our ability to identify suitable acquisition targets and to successfully negotiate and consummate their acquisition, difficulties in integrating acquired companies, including the recently acquired PCS business, and otherwise realizing the anticipated benefits of their operations; our ability to attract and retain highly qualified personnel, particularly in respect of our acquired businesses; and other factors affecting our operations that are set forth in our Annual Report on Form 10-K for the year ended December 31, 2006 filed with the Securities and Exchange Commission. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Also, we can provide no assurance as to the timing of the disposition of ASBU or whether we can dispose of ASBU on terms we consider attractive or at all. Management believes that stating the impact on net earnings of items such as restructuring and severance, asset write-downs, charges for in-process research and development, gains or losses on purchase commitments, special tax items and other items not reflecting on-going operating activities is meaningful to investors because it provides insight with respect to intrinsic operating results of the Company and, management believes, is a common measure of performance in the industries in which the Company competes. Investors should be aware, however, that this is a non-GAAP measure of performance and should not be considered as a substitute for the comparable GAAP measure. VISHAY INTERTECHNOLOGY, INC. Summary of Operations (Unaudited - In thousands except earnings per share) Fiscal quarter ended September 29, September 30, 2007 2006 ------------- ------------- Net revenues $ 729,616 $ 654,381 Costs of products sold (a) 554,816 486,052 Loss on purchase commitments - 741 ------------- ------------- Gross profit 174,800 167,588 Gross margin 24.0% 25.6% Selling, general, and administrative expenses 109,946 98,917 Restructuring and severance costs 9,920 19,160 Asset write-downs - 2,709 ------------- ------------- Operating income 54,934 46,802 Operating margin 7.5% 7.2% Other income (expense): Interest expense (7,441) (7,764) Minority interest (436) (215) Other 1,639 5,665 ------------- ------------- Total other income (expense) - net (6,238) (2,314) ------------- ------------- Income from continuing operations, before taxes 48,696 44,488 Income taxes 11,597 12,006 ------------- ------------- Income from continuing operations 37,099 32,482 Loss from discontinued operations, net of tax (1,924) - ------------- ------------- Net earnings $ 35,175 $ 32,482 ============= ============= Basic earnings (loss) per share:* Continuing operations $ 0.20 $ 0.18 Discontinued operations $ (0.01) $ - Net earnings $ 0.19 $ 0.18 Diluted earnings (loss) per share:* Continuing operations $ 0.20 $ 0.17 Discontinued operations $ (0.01) $ - Net earnings $ 0.19 $ 0.17 Weighted average shares outstanding - basic 186,335 184,451 Weighted average shares outstanding - diluted 192,779 208,685 * May not add due to rounding. (a) The fiscal quarter ended September 30, 2006 includes write-offs of tantalum inventories of $1,374 and charges to settle past product quality issues of $2,885 within costs of products sold. VISHAY INTERTECHNOLOGY, INC. Summary of Operations (Unaudited - In thousands except earnings per share) Nine fiscal months ended September 29, September 30, 2007 2006 ------------- ------------- Net revenues $ 2,103,669 $ 1,945,990 Costs of products sold (b) 1,575,803 1,437,146 Loss on purchase commitments - 4,838 ------------- ------------- Gross profit 527,866 504,006 Gross margin 25.1% 25.9% Selling, general, and administrative expenses (c) 330,048 299,086 Restructuring and severance costs 13,186 28,085 Asset write-downs 2,665 6,583 ------------- ------------- Operating income 181,967 170,252 Operating margin 8.6% 8.7% Other income (expense): Interest expense (22,039) (24,828) Loss on early extinguishment of debt - (2,854) Minority interest (983) (782) Other 12,932 13,669 ------------- ------------- Total other income (expense) - net (10,090) (14,795) ------------- ------------- Income from continuing operations, before taxes 171,877 155,457 Income taxes 42,769 41,973 ------------- ------------- Income from continuing operations 129,108 113,484 Loss from discontinued operations, net of tax (3,222) - ------------- ------------- Net earnings $ 125,886 $ 113,484 ============= ============= Basic earnings (loss) per share:* Continuing operations $ 0.70 $ 0.62 Discontinued operations $ (0.02) $ - Net earnings $ 0.68 $ 0.62 Diluted earnings (loss) per share:* Continuing operations $ 0.67 $ 0.59 Discontinued operations $ (0.02) $ - Net earnings $ 0.66 $ 0.59 Weighted average shares outstanding - basic 185,408 184,381 Weighted average shares outstanding - diluted 200,062 217,090 * May not add due to rounding. (b) The nine fiscal months ended September 30, 2006 includes write-downs and write-offs of tantalum inventories of $9,602 and charges to settle past product quality issues of $2,885 within costs of products sold. (c) The nine fiscal months ended September 30, 2006 includes $3,600 of expenses within selling, general and administrative expenses to increase the estimated cost of environmental obligations associated with the 2001 General Semiconductor acquisition. VISHAY INTERTECHNOLOGY, INC. Consolidated Condensed Balance Sheets (In thousands) September 29, December 31, 2007 2006 ------------- ------------- Assets (Unaudited) Current assets: Cash and cash equivalents $ 476,997 $ 671,586 Accounts receivable - net 473,143 351,656 Inventories: Finished goods 169,500 163,576 Work in process 223,068 194,734 Raw materials 162,752 178,543 Deferred income taxes 44,260 38,368 Prepaid expenses and other current assets 137,467 128,784 Assets held for sale 66,787 - ------------- ------------- Total current assets 1,753,974 1,727,247 Property and equipment, at cost: Land 102,383 94,803 Buildings and improvements 472,908 441,659 Machinery and equipment 1,977,385 1,818,660 Construction in progress 77,746 85,288 Allowance for depreciation (1,459,067) (1,316,045) ------------- ------------- Net property and equipment 1,171,355 1,124,365 Goodwill 1,641,078 1,463,992 Other intangible assets, net 196,193 168,263 Other assets 182,774 208,029 ------------- ------------- Total assets $ 4,945,374 $ 4,691,896 ============= ============= VISHAY INTERTECHNOLOGY, INC. Consolidated Condensed Balance Sheets (continued) (In thousands) September 29, December 31, 2007 2006 ------------- ------------- (Unaudited) Liabilities and stockholders' equity Current liabilities: Notes payable to banks $ 3,421 $ 526 Trade accounts payable 135,427 145,919 Payroll and related expenses 141,030 132,922 Other accrued expenses 245,394 203,986 Income taxes 49,788 47,333 Current portion of long-term debt 1,770 3,728 Liabilities related to assets held for sale 11,529 - ------------- ------------- Total current liabilities 588,359 534,414 Long-term debt less current portion 607,545 608,434 Deferred income taxes 19,127 15,923 Deferred grant income 1,858 5,732 Other liabilities 127,384 155,963 Accrued pension and other postretirement costs 298,006 285,823 Minority interest 5,167 4,794 Stockholders' equity: Common stock 17,198 17,010 Class B common stock 1,435 1,436 Capital in excess of par value 2,251,740 2,229,972 Retained earnings (d) 920,697 796,902 Accumulated other comprehensive income 106,858 35,493 ------------- ------------- Total stockholders' equity 3,297,928 3,080,813 ------------- ------------- Total liabilities and stockholders' equity $ 4,945,374 $ 4,691,896 ============= ============= (d) Reflects adjustment of $2,091 to initially apply the provisions of FASB Interpretation No. 48, adopted January 1, 2007. VISHAY INTERTECHNOLOGY, INC. Reconciliation of Earnings Per Share (Unaudited - In thousands except earnings per share) Fiscal quarter ended Nine fiscal months ended Sept. 29, Sept. 30, Sept. 29, Sept. 30, 2007 2006 2007 2006 ----------- ----------- ----------- ----------- Numerator: Numerator for basic earnings per share: Income from continuing operations $ 37,099 $ 32,482 $ 129,108 $ 113,484 Loss from discontinued operations (1,924) - (3,222) - ----------- ----------- ----------- ----------- Net earnings $ 35,175 $ 32,482 $ 125,886 $ 113,484 =========== =========== =========== =========== Adjustment to the numerator for continuing operations and net earnings: Interest savings assuming conversion of dilutive convertible and exchangeable notes, net of tax (e) 915 3,090 5,832 13,758 ----------- ----------- ----------- ----------- Numerator for diluted earnings per share: Income from continuing operations $ 38,014 $ 35,572 $ 134,940 $ 127,242 Loss from discontinued operations (1,924) - (3,222) - ----------- ----------- ----------- ----------- Net earnings $ 36,090 $ 35,572 $ 131,718 $ 127,242 =========== =========== =========== =========== Denominator: Denominator for basic earnings per share: weighted average shares 186,335 184,451 185,408 184,381 Effect of dilutive securities Convertible and exchangeable notes (e) 6,176 23,496 14,009 31,835 Employee stock options 162 654 539 790 Other 106 84 106 84 ----------- ----------- ----------- ----------- Dilutive potential common shares 6,444 24,234 14,654 32,709 ----------- ----------- ----------- ----------- Denominator for diluted earnings per share: adjusted weighted average shares 192,779 208,685 200,062 217,090 =========== =========== =========== =========== Basic earnings (loss) per share:* Continuing operations $ 0.20 $ 0.18 $ 0.70 $ 0.62 Discontinued operations $ (0.01) $ - $ (0.02) $ - Net earnings $ 0.19 $ 0.18 $ 0.68 $ 0.62 Diluted earnings (loss) per share:* Continuing operations $ 0.20 $ 0.17 $ 0.67 $ 0.59 Discontinued operations $ (0.01) $ - $ (0.02) $ - Net earnings $ 0.19 $ 0.17 $ 0.66 $ 0.59 * May not add due to rounding. Diluted earnings per share for the periods presented do not reflect the following weighted-average potential common shares, as the effect would be antidilutive: Fiscal quarter ended Nine fiscal months ended Sept. 29, Sept. 30, Sept. 29, Sept. 30, 2007 2006 2007 2006 ----------- ----------- ----------- ----------- Convertible and exchangeable notes: Convertible Subordinated Notes, due 2023 (e) 23,496 - 15,664 - Exchangeable Unsecured Notes, due 2102 - 6,176 - - LYONs, due 2021 (f) - - - - Weighted average employee stock options 4,289 5,244 3,627 4,879 Weighted average warrants 8,824 8,824 8,824 8,824 (e) In June 2007, the Company's Board of Directors adopted a resolution pursuant to which the Company intends to waive its rights to settle the principal amount of the notes in shares of Vishay common stock. In accordance with the resolution of its Board, in the future if notes are tendered for repurchase, Vishay will pay the repurchase price in cash, and if notes are submitted for conversion, Vishay will value the shares issuable upon conversion and will pay in cash an amount equal to the principal amount of the converted notes and will issue shares in respect of the conversion value in excess of the principal amount. Accordingly, for the second quarter of 2007 and future periods, the Company calculates the number of shares issuable under the terms of the notes based on the average market price of Vishay common stock during the period, and includes that number in the total diluted shares figure for the period. If the average market price is less than $21.28, no shares will be included in the diluted earnings per share computation, as the effect would be antidilutive. For periods prior to the second quarter of 2007, the notes were considered conventional convertible debt, and included in the earnings per share computation assuming they were converted into 23,496 shares of common stock if the effect of their inclusion was dilutive. (f) The LYONs were redeemed in June 2006. Prior to redemption, they were convertible into 3,809 shares of common stock. CONTACT: Vishay Intertechnology, Inc. Richard N. Grubb Executive Vice President and Chief Financial Officer +1 610-644-1300 or Peter G. Henrici Senior Vice President Corporate Communications +1 610-644-1300 -----END PRIVACY-ENHANCED MESSAGE-----