-----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, BuClDc+sT181NEfW1OQy5+6iuRREAfk6n3IBzBO6PMbfdWmFzgpAPHcKEad+yCSu PlPa3SFLPSe6B2gMGqyyDw== 0001275287-05-002942.txt : 20050802 0001275287-05-002942.hdr.sgml : 20050802 20050802084553 ACCESSION NUMBER: 0001275287-05-002942 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050802 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050802 DATE AS OF CHANGE: 20050802 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: 05990043 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 vi3261.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) August 2, 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 August 2, 2005, Vishay Intertechnology, Inc. issued a press release announcing its financial results for the second quarter and six fiscal months ended July 2, 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 August 2, 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: August 2, 2005 VISHAY INTERTECHNOLOGY, INC. By: /s/ Richard N. Grubb ---------------------------- Name: Richard N. Grubb Title: Executive Vice President and Chief Financial Officer EX-99 2 vi3261ex99.txt Exhibit 99 VISHAY REPORTS RESULTS FOR SECOND QUARTER 2005 MALVERN, Pa., Aug. 2 /PRNewswire-FirstCall/ -- -- Sales of $582 million for second quarter 2005 increased 5.1% compared to first quarter 2005 -- Net earnings of $0.05 per diluted share for the second quarter 2005 have been negatively affected by the after tax impact of certain items (enumerated below) of $0.07 per share, as compared to first quarter 2005 net earnings of $0.03 per diluted share, which had been negatively affected by the after tax impact of certain items of $0.03 per share -- Cost of products sold, as a percentage of sales, of 77.2% for second quarter 2005 improved by 140 basis points compared to 78.6% in first quarter 2005 -- Cash generated from operations for the quarter was $45 million. 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 fiscal quarter ended July 2, 2005 were $581,639,000 compared to sales of $646,699,000 for the second quarter of 2004, a 10.1% decrease, and $553,677,000 for the first quarter of 2005, a 5.1% increase. Net earnings for the quarter ended July 2, 2005 were $9,716,000 or $0.05 per diluted share, compared with net earnings for the quarter ended July 3, 2004 of $41,118,000 or $0.22 per diluted share and net earnings for the quarter ended April 2, 2005 of $5,712,000 or $0.03 per share. Net earnings of $9,716,000 or $0.05 per diluted share for the second quarter of 2005 were impacted by restructuring and severance costs of $9,358,000, by charges for purchased in-process research and development of $9,201,000, by Siliconix transaction-related expenses of $3,751,000, and by losses resulting from adjustments to previously existing purchase commitments of $1,323,000, partially offset by a gain on sale of land of $2,120,000. In addition, tax expense includes a $3,698,000 favorable benefit, primarily due to a foreign tax ruling. These items and their tax related consequences had a negative $0.07 effect on earnings per share. Net earnings for the second quarter of 2004 were impacted by restructuring and severance costs of $1,759,000, or $0.01 per share after tax. Sales for the six fiscal months ended July 2, 2005 were $1,135,316,000, an 11.8% decrease as compared to sales of $1,287,620,000 for the comparable prior year period. Net earnings for the six fiscal months ended July 2, 2005 were $15,428,000 or $0.09 per share compared to net earnings of $77,084,000 or $0.43 per share for the comparable prior year period. Net earnings for the six fiscal months ended July 2, 2005 were impacted by restructuring and severance costs of $14,385,000, by charges for purchased in-process research and development of $9,201,000, by Siliconix transaction-related expenses of $3,751,000, and by losses resulting from adjustments to previously existing purchase commitments of $3,600,000, partially offset by a gain on sale of land of $2,120,000. In addition, tax expense includes a $3,698,000 favorable benefit, primarily due to a foreign tax ruling. These items and their tax related consequences had a negative $0.10 effect on earnings per share. Net earnings for the six fiscal months ended July 3, 2004 were impacted by restructuring and severance costs of $2,060,000, or $0.01 per share after tax. Commenting on the results for the second quarter of 2005, Dr. Paul stated, "The strong book-to-bill ratio of the first quarter 2005 resulted in a sales growth of 5.1% quarter over quarter in the second quarter 2005. Overall fixed costs continued to decrease sequentially by $5 million and by $12 million compared to prior year. The volume increase combined with the cost reduction resulted in an improvement of our cost of products sold as a percentage of sales by 140 basis points to 77.2% in the second quarter 2005 from 78.6% in the first quarter 2005. Our defined program of reducing our fixed costs by $50 million annualized continues to be on track: we showed $11 million in the first quarter and $12 million in the second quarter 2005." Commenting on the outlook for the third quarter 2005, Dr. Paul continued, "Based on current trends, we expect sales in the range of $560 million to $580 million and margins to be flat to slightly lower." Commenting on the Company's merger and acquisition activities, Dr. Felix Zandman, Chairman of the Board and Chief Technical and Business Development Officer, stated, "During the second quarter 2005 we successfully completed our tender offer for the outstanding shares of Siliconix. While we are still pursuing our goal of making a larger acquisition, we at the same time constantly review small targets as well. For example, we recently signed a Letter of Intent for the acquisition of CyOptics Israel Ltd. This business employs a team of senior design engineers for optical components in the field of advanced infrared technology and has a modern wafer fab for the production of gallium arsenide and indium phosphide chips used for optoelectronics. It will provide the technological strength to place our existing optoelectronics division in the forefront of the gallium arsenide and indium phosphide technologies. With acquisitions of this kind, Vishay will be well-positioned for participation in future markets." A conference call to discuss second quarter financial results is scheduled for Tuesday, August 2, 2005 at 10:00 AM (EDT). The dial-in number for the conference call is 800-553-5260 (612-332-0718 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, August 2, 2005 through 11:59 PM (ET) on Sunday, August 7, 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 789538. 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, and transducers). Vishay's components can be found in products manufactured in a very broad range of industries worldwide. Vishay is headquartered in Malvern, Pa., and has operations in 17 countries employing more than 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 layoff 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 Annual Report on Form 10-K for the year ended December 31, 2004 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, charges for in-process research and development, losses on purchase commitments, and other items is meaningful to investors because it provides insight with respect to intrinsic operating results of the Company. VISHAY INTERTECHNOLOGY, INC. Summary of Operations (Unaudited - In thousands except earnings per share)
Fiscal quarter ended ----------------------------- July 2, July 3, 2005 2004 ------------ ------------ Net sales $ 581,639 $ 646,699 Costs of products sold 449,018 477,775 Loss on purchase commitments 1,323 - Gross profit 131,298 168,924 22.6% 26.1% Selling, general, and administrative expenses 95,838 99,362 Purchased in-process research and development 9,201 - Siliconix transaction-related expenses 3,751 - Restructuring and severance costs 9,358 1,759 Operating income 13,150 67,803 2.3% 10.5% Other income (expense): Interest expense (8,462) (9,062) Minority interest (1,112) (3,042) Other 7,342 3,035 (2,232) (9,069) Earnings before taxes 10,918 58,734 Income taxes 1,202 17,616 Net earnings $ 9,716 $ 41,118 Basic earnings per share $ 0.06 $ 0.25 Diluted earnings per share $ 0.05 $ 0.22 Weighted average shares outstanding - basic 176,198 162,309 Weighted average shares outstanding - diluted* 177,133 204,599
* - Diluted weighted average shares for the second quarter of 2004 include the effects of convertible and exchangeable debt instruments. These debt instruments were anti-dilutive for the first and second quarters of 2005. VISHAY INTERTECHNOLOGY, INC. Summary of Operations (Unaudited - In thousands except earnings per share)
Six fiscal months ended ----------------------------- July 2, July 3, 2005 2004 ------------ ------------ Net sales $ 1,135,316 $ 1,287,620 Costs of products sold 884,288 958,985 Loss on purchase commitments 3,600 - Gross profit 247,428 328,635 21.8% 25.5% Selling, general, and administrative expenses 192,178 196,691 Purchased in-process research and development 9,201 - Siliconix transaction-related expenses 3,751 - Restructuring and severance costs 14,385 2,060 Operating income 27,913 129,884 2.5% 10.1% Other income (expense): Interest expense (16,515) (17,937) Minority interest (3,764) (5,848) Other 11,684 4,025 (8,595) (19,760) Earnings before taxes 19,318 110,124 Income taxes 3,890 33,040 Net earnings $ 15,428 $ 77,084 Basic earnings per share $ 0.09 $ 0.48 Diluted earnings per share $ 0.09 $ 0.43 Weighted average shares outstanding - basic 171,125 161,360 Weighted average shares outstanding - diluted* 172,115 202,930
* - Diluted weighted average shares for the period ended July 3, 2004 include the effects of convertible and exchangeable debt instruments. These debt instruments were anti-dilutive for the period ended July 2, 2005. VISHAY INTERTECHNOLOGY, INC. Consolidated Condensed Balance Sheets (In thousands)
July 2, December 31, 2005 2004 ------------ ------------ (unaudited) Assets Current assets: Cash and cash equivalents $ 577,276 $ 632,700 Accounts receivable, net 354,748 351,710 Inventories: Finished goods 156,657 155,195 Work in process 149,421 150,738 Raw materials 197,240 212,040 Deferred income taxes 41,883 43,786 Prepaid expenses and other current assets 125,828 136,251 Total current assets 1,603,053 1,682,420 Property and equipment, at cost: Land 92,350 97,398 Buildings and improvements 410,255 428,829 Machinery and equipment 1,652,787 1,668,225 Construction in progress 67,847 75,974 Allowance for depreciation (1,125,088) (1,098,611) 1,098,151 1,171,815 Goodwill 1,472,656 1,435,121 Other intangible assets, net 164,811 127,797 Other assets 222,227 221,437 Total assets $ 4,560,898 $ 4,638,590
VISHAY INTERTECHNOLOGY, INC. Consolidated Condensed Balance Sheets, continued (In thousands)
July 2, December 31, 2005 2004 ------------ ------------ (unaudited) Liabilities and stockholders' equity Current liabilities: Notes payable to banks $ 19,598 $ 3,727 Trade accounts payable 120,975 131,243 Payroll and related expenses 110,537 131,128 Other accrued expenses 195,904 218,257 Income taxes 23,847 29,631 Current portion of long-term debt 34 51 Total current liabilities 470,895 514,037 Long-term debt less current portion 743,087 752,145 Deferred income taxes 10,160 14,017 Deferred grant income 15,015 18,723 Other liabilities 210,468 236,591 Accrued pension and other postretirement costs 215,198 232,142 Minority interest 4,352 97,600 Stockholders' equity: Common stock 16,942 15,142 Class B common stock 1,468 1,468 Capital in excess of par value 2,225,642 2,028,253 Retained earnings 610,320 594,892 Unearned compensation (144) (152) Accumulated other comprehensive income 37,495 133,732 2,891,723 2,773,335 $ 4,560,898 $ 4,638,590
Contact: Richard N. Grubb, Executive Vice President and Chief Financial Officer or Peter G. Henrici, Senior Vice President Corporate Communications 610-644-1300 SOURCE Vishay Intertechnology, Inc. -0- 08/02/2005 /CONTACT: Richard N. Grubb, Executive Vice President and Chief Financial Officer or Peter G. Henrici, Senior Vice President, Corporate Communications, both of Vishay Intertechnology, Inc., +1-610-644-1300/ /Web site: http://www.vishay.com http://ir.vishay.com / -----END PRIVACY-ENHANCED MESSAGE-----