-----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, N+ausWrYtGleESm8W9P3JOUoVoQXmWrH0rv/UeMNqW1lSdYRGreAunW6KpvnaPpm sq/EsKEnGdem6y/mIXZUCg== 0001275287-06-000666.txt : 20060207 0001275287-06-000666.hdr.sgml : 20060207 20060207084601 ACCESSION NUMBER: 0001275287-06-000666 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060207 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060207 DATE AS OF CHANGE: 20060207 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: 06583671 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 vi4735.txt FORM 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) February 7, 2006 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 February 7, 2006, Vishay Intertechnology, Inc. issued a press release announcing its financial results for the fourth fiscal quarter and year ended December 31, 2005. A copy of the press release is furnished as Exhibit 99 to this report. ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits Exhibit No. Description - ----------- ----------------------------------------------------------------- 99 Press release dated February 7, 2006 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: February 7, 2006 VISHAY INTERTECHNOLOGY, INC. By: /s/ Richard N. Grubb -------------------------- Name: Richard N. Grubb Title: Executive Vice President and Chief Financial Officer EX-99 2 vi4735ex99.txt EXHIBIT 99 Exhibit 99 VISHAY REPORTS RESULTS FOR YEAR AND FOURTH QUARTER 2005 * Sales for fourth quarter 2005 increased 9.6% compared to fourth quarter 2004 and 4.9% compared to third quarter 2005. * Book-to-bill ratio for fourth quarter 2005 was 1.04. * Net earnings of $0.14 per diluted share for the fourth quarter 2005 have been negatively affected by the after tax impact of certain items (enumerated below) of $0.03 per share for adjusted earnings per share of $0.17, as compared to third quarter 2005 net earnings of $0.11 per diluted share, which were negatively affected by the after tax impact of certain items of $0.03 per share for adjusted earnings per share of $0.14. * Cash generated from operations for the quarter was $78 million. * Optimistic for year 2006. MALVERN, Pa., Feb. 7 /PRNewswire-FirstCall/ -- 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 net revenues for the year ended December 31, 2005 were $2,296,521,000 compared to $2,414,654,000 for the year ended December 31, 2004. Net earnings for the year ended December 31, 2005 were $62,274,000 or $0.34 per diluted share, compared with net earnings for the year ended December 31, 2004 of $44,696,000 or $0.27 per diluted share. Net revenues for the fiscal quarter ended December 31, 2005 were $593,690,000, as compared to sales of $542,714,000, for the fiscal quarter ended December 31, 2004. Net earnings for the fiscal quarter ended December 31, 2005 were $26,890,000 or $0.14 per diluted share, compared with a net loss for the quarter ended December 31, 2004 of $54,458,000 or $0.33 per diluted share. Net earnings of $62,274,000 or $0.34 per diluted share for the year ended December 31, 2005 were impacted by pre-tax charges for restructuring and severance costs of $29,772,000, related asset write-downs of $11,416,000, purchased in-process research and development (IPR&D) of $9,694,000, and Siliconix transaction-related expenses of $3,751,000. These items were partially offset by a gain on sale of land of $2,120,000 and a gain from adjustments to previously existing purchase commitments of $963,000. In addition, tax expense includes an $8,977,000 benefit, primarily due to favorable foreign tax rulings. These items and their tax-related consequences had a negative $0.17 effect on earnings per share. The year ended December 31, 2004 included pre-tax charges for restructuring and severance costs of $47,250,000, write-downs of fixed assets of $27,296,000, write-downs of inventory on hand to market value of $400,000, losses resulting from adjustments to previously existing purchase commitments of $16,613,000, and a write-off of purchased IPR&D of $1,500,000. These items were partially offset by a gain on settlement of a note receivable of $3,100,000. These items and their tax-related consequences had a negative $0.32 effect on earnings per diluted share. Net earnings of $26,890,000 or $0.14 per diluted share for the fourth quarter of 2005 were impacted by pre-tax charges for restructuring and severance costs of $11,594,000, related asset write-downs of $6,603,000, and a write-off of purchased IPR&D of $493,000. These items were partially offset by gains resulting from adjustments to previously existing purchase commitments of $3,417,000. In addition, tax expense includes a $5,279,000 benefit, primarily due to favorable foreign tax rulings. These items and their tax-related consequences had a negative $0.03 effect on earnings per share. The net loss of $54,458,000 or $0.33 per diluted share for the fourth quarter of 2004 was impacted by pre-tax charges for restructuring and severance costs of $40,193,000, write-downs of fixed assets of $27,296,000, write-downs of inventory on hand to market value of $400,000, and losses resulting from adjustments to previously existing purchase commitments of $16,613,000. These items and their tax related consequences, net of a favorable tax settlement, had a negative $0.34 effect on earnings per diluted share. Commenting on the results for the fourth quarter and year 2005, Dr. Paul stated, "We had a good fourth quarter increasing our adjusted net earnings by more than 20% compared to the previous quarter. Each quarter of 2005 we were able to improve our margins due to our various programs to cut costs as well as to expand capacity where needed. In 2006, we will strongly emphasize our programs to grow internally through R&D and our design-in activities, leveraging our position of providing one-stop shop service." Commenting on the outlook for the first quarter 2006, Dr. Paul continued, "Based on a continuously strong book-to-bill of 1.07 in January and the highest backlog in six quarters, we guide for sales in the range of $600 million to $620 million. We expect margins to be higher than in the fourth quarter 2005 due to higher volume and continued cost reduction. With lean inventories and broad based, solid end demand, we believe to be in a steady upturn without signs of overheating." Commenting on the Company's acquisition activities, Dr. Felix Zandman, Chairman of the Board and Chief Technical and Business Development Officer, stated, "During 2005 we successfully made a tender offer for the 19.6% interest in Siliconix that we did not previously own. I am content to report that the Siliconix merger contributed approximately $10.3 million incrementally to our earnings for 2005. We believe in the future of Siliconix and continue to invest in it." Dr. Zandman continued, "Our strong financial position allows us to be very opportunistic in pursuing our acquisition strategy. In 2005, we did not see an opportunity that was a fit for our business, other than a few small niche acquisitions. But we will continue to follow our acquisition strategy, preferably in the semiconductor arena but also in the passives business provided the target - whether small or larger - is a good fit for us at the right price." Dr. Zandman also noted, "In addition to conventional product R&D, we continue to focus on R&D programs that should enhance our efforts in vertical integration of our product lines. These include combining Vishay components in packages. Examples include dc-dc converters, and also combinations of our sensors and our RF technology to create wireless transducers, wireless precision potentiometers, and other new products." A conference call to discuss fourth quarter and year ending financial results is scheduled for Tuesday, February 7, 2006 at 11:00 AM (EST). 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 #4342747. There will be a replay of the conference call from 1:30 PM (EST) on Tuesday, February 7, 2006 through 11:59 PM (EST) on Sunday, February 12, 2006. 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 #4342747. 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. An audio file of the webcast will also be available on the Vishay website following the call. 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, bookings, and margins and the anticipated future benefits of the Company's product, acquisition, research and development 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 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, 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 December 31, --------------------------- 2005 2004 ------------ ------------ Net revenues $ 593,690 $ 542,714 Cost of products sold 454,260 439,753 (Gain) loss on purchase commitments (3,417) 16,613 Gross profit 142,847 86,348 24.1% 15.9% Selling, general, and administrative expenses 90,560 93,776 Purchased in-process research and development 493 - Restructuring and severance costs 11,594 40,193 Asset write-downs 6,603 27,296 Operating income (loss) 33,597 (74,917) 5.7% -13.8% Other income (expense): Interest expense (8,905) (8,091) Minority interest 157 (2,476) Other 1,713 2,260 (7,035) (8,307) Earnings (loss) before taxes 26,562 (83,224) Income tax benefit (328) (28,766) Net earnings (loss) $ 26,890 $ (54,458) Basic earnings (loss) per share $ 0.15 $ (0.33) Diluted earnings (loss) per share $ 0.14 $ (0.33) Weighted average shares outstanding - basic 184,130 166,099 Weighted average shares outstanding - diluted 219,522 166,099 VISHAY INTERTECHNOLOGY, INC. Summary of Operations (Unaudited - In thousands except earnings per share) Year ended December 31, --------------------------- 2005 2004 ------------ ------------ Net revenues $ 2,296,521 $ 2,414,654 Costs of products sold 1,769,978 1,842,080 (Gain) loss on purchase commitments (963) 16,613 Gross profit 527,506 555,961 23.0% 23.0% Selling, general, and administrative expenses 376,912 386,346 Purchased in-process research and development 9,694 1,500 Siliconix transaction-related expenses 3,751 - Restructuring and severance costs 29,772 47,250 Asset write-downs 11,416 27,296 Operating income 95,961 93,569 4.2% 3.9% Other income (expense): Interest expense (33,590) (34,252) Minority interest (3,761) (11,592) Other 15,401 10,700 (21,950) (35,144) Earnings before taxes 74,011 58,425 Income tax provision 11,737 13,729 Net earnings $ 62,274 $ 44,696 Basic earnings per share $ 0.35 $ 0.27 Diluted earnings per share $ 0.34 $ 0.27 Weighted average shares outstanding - basic 177,606 163,701 Weighted average shares outstanding - diluted 189,321 165,938 VISHAY INTERTECHNOLOGY, INC. Consolidated Condensed Balance Sheets (In thousands) December 31, December 31, 2005 2004 ------------ ------------ (unaudited) Assets Current assets: Cash and cash equivalents $ 622,577 $ 632,700 Short-term investments 9,925 - Accounts receivable, net 350,850 351,710 Inventories: Finished goods 149,709 155,195 Work in process 181,125 176,082 Raw materials 157,036 186,696 Deferred income taxes 42,513 43,786 Prepaid expenses and other current assets 96,295 136,251 Total current assets 1,610,030 1,682,420 Property and equipment, at cost: Land 92,650 97,398 Buildings and improvements 406,798 428,829 Machinery and equipment 1,684,736 1,668,225 Construction in progress 67,229 75,974 Allowance for depreciation (1,160,821) (1,098,611) 1,090,592 1,171,815 Goodwill 1,448,401 1,435,121 Other intangible assets, net 174,220 127,797 Other assets 217,690 221,437 Total assets $ 4,540,933 $ 4,638,590 Liabilities and stockholders' equity Current liabilities: Notes payable to banks $ 3,473 $ 3,727 Trade accounts payable 142,709 131,243 Payroll and related expenses 118,814 131,128 Other accrued expenses 173,982 218,257 Income taxes 26,004 29,631 Current portion of long-term debt 1,533 51 Total current liabilities 466,515 514,037 Long-term debt less current portion 751,553 752,145 Deferred income taxes 34,880 14,017 Deferred grant income 11,896 18,723 Other liabilities 159,142 236,591 Accrued pension and other postretirement costs 256,986 232,142 Minority interest 4,109 97,600 Stockholders' equity: Common stock 16,946 15,142 Class B common stock 1,468 1,468 Capital in excess of par value 2,225,966 2,028,253 Retained earnings 657,166 594,892 Unearned compensation (95) (152) Accumulated other comprehensive income (45,599) 133,732 2,855,852 2,773,335 $ 4,540,933 $ 4,638,590 VISHAY INTERTECHNOLOGY, INC. Computation of Earnings Per Share (Unaudited - In thousands except earnings per share)
Fiscal quarter ended Year ended December 31, December 31, --------------------------- --------------------------- 2005 2004 2005 2004 ------------ ------------ ------------ ------------ Numerator: Numerator for basic earnings per share - net earnings (loss) $ 26,890 $ (54,458) $ 62,274 $ 44,696 Interest savings assuming conversion of dilutive convertible and exchangeable notes, net of tax 3,778 - 2,722 - Numerator for diluted earnings per share - adjusted net earnings (loss) $ 30,668 $ (54,458) $ 64,996 $ 44,696 Denominator: Denominator for basic earnings per share - weighted average shares 184,130 166,099 177,606 163,701 Effect of dilutive securities Convertible and exchangeable notes 34,445 - 10,737 - Employee stock options 876 - 907 1,926 Warrants - - - 261 Other 71 - 71 50 Dilutive potential common shares 35,392 - 11,715 2,237 Denominator for diluted earnings per share - adjusted weighted average shares 219,522 166,099 189,321 165,938 Basic earnings (loss) per share $ 0.15 $ (0.33) $ 0.35 $ 0.27 Diluted earnings (loss) per share $ 0.14 $ (0.33) $ 0.34 $ 0.27
Diluted earnings per share for the periods presented do not reflect the following weighted-average potential common shares, as the effect would be antidilutive (in thousands):
Fiscal quarter ended Year ended December 31, December 31, --------------------------- --------------------------- 2005 2004 2005 2004 ------------ ------------ ------------ ------------ Convertible and exchangeable notes: Convertible Subordinated Notes, due 2023 - 23,496 23,496 23,496 Liquid Yield Option(TM) Notes, due 2021 - 9,581 - 8,979 Exchangeable Unsecured Notes, due 2102 6,176 6,176 6,176 6,176 Weighted average employee stock options 6,475 8,100 6,300 3,444 Weighted average warrants 8,824 8,824 8,824 7,074
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- 02/07/2006 /CONTACT: Richard N. Grubb, Executive Vice President and Chief Financial Officer, or Peter G. Henrici, Senior Vice President Corporate Communications, both of Vishay Intertechnology, +1-610-644-1300/ /First Call Analyst: Peter G. Henrici/ /FCMN Contact: / /Web site: http://ir.vishay.com http://www.vishay.com / -----END PRIVACY-ENHANCED MESSAGE-----