-----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, OZaB5LX9Olxis7MmgR4xh23VS3sqV+Dtvo2s7fQ/Ow91q5LnQ4QkpEXG/OQVzq1o T4oGGxr9B7CxQusLv4BX9Q== 0001275287-05-001663.txt : 20050503 0001275287-05-001663.hdr.sgml : 20050503 20050503085609 ACCESSION NUMBER: 0001275287-05-001663 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050503 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050503 DATE AS OF CHANGE: 20050503 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: 05792886 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 vi2604.txt ================================================================================ 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 3, 2005 Vishay Intertechnology, Inc. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 1-7416 38-1686453 - ---------------------------- ------------ -------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 63 Lincoln Highway 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 May 3, 2005, Vishay Intertechnology, Inc. issued a press release announcing its financial results for the first quarter of 2005. A copy of the press release is furnished as Exhibit 99 to this report. ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits Exhibit No. Description - ----------- ------------------------------- 99 Press release dated May 3, 2005 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 3, 2005 VISHAY INTERTECHNOLOGY, INC. By: /s/ Richard N. Grubb ------------------------------- Name: Richard N. Grubb Title: Executive Vice President and Chief Financial Officer EX-99 2 vi2604ex99.txt Exhibit 99 VISHAY REPORTS RESULTS FOR FIRST QUARTER 2005 MALVERN, Pa., May 3 /PRNewswire-FirstCall/ -- -- Sales for first quarter 2005 increased 2.2% compared to fourth quarter 2004 -- Cost of products sold, as a percentage of sales, of 78.6% for first quarter 2005 improved by 260 basis points compared to 81.2% in fourth quarter 2004 -- Orders in first quarter 2005 increased 21% compared to fourth quarter 2004 -- Book-to-bill for first quarter 2005 was 1.06, actives book-to-bill was 1.01 and passives book-to-bill was 1.10 Dr. Felix Zandman, Chairman of the Board, and Dr. Gerald Paul, President and Chief Executive Officer of Vishay Intertechnology, Inc. (NYSE: VSH), announced today that sales for the quarter ended April 2, 2005 were $553,677,000 compared to sales of $640,921,000 for the first quarter of 2004, a 13.6% decrease, and $541,636,000 for the fourth quarter of 2004, a 2.2% increase. Net earnings for the quarter ended April 2, 2005 were $5,712,000, or $0.03 per diluted share, compared with net earnings for the quarter ended April 3, 2004 of $35,966,000 or $0.20 per diluted share and a net loss for the quarter ended December 31, 2004 of $54,458,000 or $0.33 per share. Net earnings of $5,712,000, or $0.03 per diluted share, for the quarter ended April 2, 2005 were impacted by restructuring and severance costs of $5,027,000 and by losses resulting from adjustments to previously existing purchase commitments of $2,277,000. These items and their tax related consequences had a negative $0.03 effect on earnings per diluted share. Net earnings for the first quarter 2004 of $35,966,000, or $0.20 per diluted share, were negligibly impacted by restructuring and severance costs. Commenting on the results for the first quarter 2005, Dr. Paul stated, "We are pleased to report the results of our efforts to reduce costs and to restructure the Company. While our sales grew 2.2% in the first quarter 2005 compared to the previous quarter, our cost of products sold as a percentage of sales improved by 260 basis points to 78.6% in the first quarter 2005 from 81.2% in the fourth quarter 2004. Our cost cutting and restructuring will even be accelerated in the quarters to come. We believe that our reduction of fixed overhead will not impact our ability to introduce new products and to further develop our processes. On the contrary, we are expanding capacities and introducing next generations of processes. We will be prepared for the next upturn, whenever it will take place." Dr. Paul continued, "For the second quarter 2005, we expect sales to be in the range of $570 million to $590 million. Due to the effects of the already implemented cost cutting and restructuring, we expect a further improvement of margins." Commenting on the Company's merger and acquisition activities, Dr. Felix Zandman, Chairman of the Board and Chief Technical and Business Development Officer, stated, "We recently finalized the acquisition of SI Technologies. This acquisition added the established brand name 'Revere' to our portfolio. We expect to realize significant opportunities for synergies in R&D, manufacturing, and marketing and sales. As always, we will continue our efforts to round out our product lines and grow our high margin niche businesses by making smaller acquisitions, whenever an opportunity arises. But at this time of low valuations, we are intensifying our exploration of opportunities to acquire a larger target." 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, and transducers). Vishay's components can be found in products manufactured in a very broad range of industries worldwide. Vishay is headquartered in Malvern, Pennsylvania, and has operations in 17 countries employing over 25,000 people. 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 trends in revenues and bookings and the anticipated future benefits of the Company's product, acquisition and cost reduction strategies are forward-looking statements within the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. 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, the availability of appropriate acquisition opportunities on terms that the Company considers attractive, difficulties in integrating acquired companies, difficulties in implementing our cost reduction strategies such as labor unrest or legal challenges to our lay-off or termination plans, under-utilization of production facilities in lower-labor-cost countries, operation of redundant facilities due to difficulties in transferring production to lower-labor-cost countries, difficulties in new product development, an inability to attract and retain highly qualified personnel, and other factors affecting the Company's operations, markets, products, services, and prices that are set forth in its December 31, 2004 Report on Form 10-K filed with the Securities and Exchange Commission. You are urged to refer to the Company's Form 10-K for a detailed discussion of these factors. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Management believes that stating the impact on net earnings of items such as restructuring and severance and losses on purchase commitments is meaningful to investors because it provides insight with respect to intrinsic operating results of the Company. NOTE: A conference call to discuss first quarter financial results is scheduled for Tuesday, May 3, 2005 at 11:00 AM (ET). The dial-in number for the conference call is 800-230-1766 (612-332-0636 if calling from outside the United States or Canada). The conference operator will require the following information in order to admit you into the call: Company Name: Vishay Intertechnology, Inc. and Moderators: Vishay Executives. There will be a replay of the conference call from 2:30 PM (ET) on Tuesday, May 3, 2005 through 11:59 PM (ET) on Sunday, May 8, 2005. The telephone number for the replay is 800-475-6701 (320-365-3844 if calling from outside the United States or Canada). The access code is 779818. 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. Summary of Operations (Unaudited - In thousands except earnings per share) Fiscal quarter ended --------------------- April 2, April 3, 2005 2004 --------- --------- Net sales $ 553,677 $ 640,921 Costs of products sold 435,270 481,210 Loss on purchase commitments 2,277 - Gross profit 116,130 159,711 21.0% 24.9% Selling, general, and administrative expenses 96,340 97,329 Restructuring and severance costs 5,027 301 Operating income 14,763 62,081 2.7% 9.7% Other income (expense): Interest expense (8,053) (8,875) Minority interest (2,652) (2,806) Other 4,342 990 (6,363) (10,691) Earnings before taxes 8,400 51,390 Income taxes 2,688 15,424 Net earnings $ 5,712 $ 35,966 Basic earnings per share $ 0.03 $ 0.22 Diluted earnings per share $ 0.03 $ 0.20 Weighted average shares outstanding - basic 166,107 160,438 Weighted average shares outstanding - diluted* 167,153 201,324 * - Diluted weighted average shares for the first quarter of 2004 include the effects of convertible and exchangeable debt instruments. These debt instruments were anti-dilutive for the first quarter of 2005. VISHAY INTERTECHNOLOGY, INC. Consolidated Condensed Balance Sheets (Unaudited - In thousands) April 2, December 31, 2005 2004 ------------ ------------- Assets Current assets: Cash and cash equivalents $ 623,422 $ 632,700 Accounts receivable, net 357,779 351,710 Inventories: Finished goods 155,836 155,195 Work in process 152,844 150,738 Raw materials 207,169 212,040 Deferred income taxes 43,097 43,786 Prepaid expenses and other current assets 129,845 136,251 Total current assets 1,669,992 1,682,420 Property and equipment, at cost: Land 95,790 97,398 Buildings and improvements 424,805 428,829 Machinery and equipment 1,660,568 1,668,225 Construction in progress 76,930 75,974 Allowance for depreciation (1,120,131) (1,098,611) 1,137,962 1,171,815 Goodwill 1,425,621 1,435,121 Other intangible assets, net 123,935 127,797 Other assets 216,960 221,437 Total assets $ 4,574,470 $ 4,638,590 Liabilities and stockholders' equity Current liabilities: Notes payable to banks $ 22,069 $ 3,727 Trade accounts payable 122,184 131,243 Payroll and related expenses 120,663 131,128 Other accrued expenses 198,340 221,958 Income taxes 31,299 29,631 Current portion of long-term debt 42 51 Total current liabilities 494,597 517,738 Long-term debt less current portion 767,795 752,145 Deferred income taxes 11,256 14,017 Deferred grant income 16,765 18,723 Other liabilities 224,230 235,923 Accrued pension and other postretirement costs 225,320 232,142 Minority interest 96,936 94,567 Stockholders' equity: Common stock 15,143 15,142 Class B common stock 1,468 1,468 Capital in excess of par value 2,028,594 2,028,253 Retained earnings 600,604 594,892 Unearned compensation (119) (152) Accumulated other comprehensive income 91,881 133,732 2,737,571 2,773,335 $ 4,574,470 $ 4,638,590 Contact: Richard N. Grubb, Executive Vice President and Chief Financial Officer, or Peter G. Henrici, Senior Vice President 610-644-1300 SOURCE Vishay Intertechnology, Inc. -0- 05/03/2005 /CONTACT: Richard N. Grubb, Executive Vice President and Chief Financial Officer, or Peter G. Henrici, Senior Vice President, both of Vishay Intertechnology, +1-610-644-1300/ /Web site: http://ir.vishay.com http://www.vishay.com / -----END PRIVACY-ENHANCED MESSAGE-----