SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1994
OR
/_/ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission file number 1-7416
VISHAY INTERTECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
Delaware 38-1686453
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
63 Lincoln Highway
Malvern, Pennsylvania 19355-2120
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (610)
644-1300
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
Common Stock, $.10 par value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
<PAGE> 1<PAGE>
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes /X/ No/_/
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the Common Stock held by
non-affiliates of the registrant as of March 24, 1995, assuming
conversion of all its Class B Common Stock into Common Stock of
the registrant held by non-affiliates, was $1,148,718,000.
As of March 24, 1995, registrant had 21,563,926 shares of its
Common Stock (22,642,122 giving effect to the 5% stock dividend
to be paid on March 31, 1995) and 3,539,103 shares of its Class B
Common Stock (3,716,058 giving effect to the 5% stock dividend to
be paid on March 31, 1995) outstanding.
Portions of the registrant's definitive proxy statement,
which will be filed within 120 days of December 31, 1994, are
incorporated by reference into Part III.
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PART I.
Item 1. DESCRIPTION OF BUSINESS
General
Vishay Intertechnology, Inc. (together with its
consolidated subsidiaries, "Vishay" or the "Company") is a
leading international manufacturer and supplier of passive
electronic components, particularly fixed resistors and
capacitors, offering one of the most comprehensive product lines
of any manufacturer in the United States or Europe. Resistors,
the most common component in electronic circuits, are used to
adjust and regulate levels of voltage and current. Capacitors
perform energy storage, frequency control, timing and filtering
functions in most types of electronic equipment. Many of the
Company's products are offered as surface mount devices, a format
for passive electronic components that is being increasingly
demanded by customers because it facilitates miniaturization and
reduces the cost and time involved in circuit board assembly.
Components manufactured by the Company are used in virtually all
types of electronic products, including those in the computer,
telecommunications, military/aerospace, instrument, automotive,
medical and entertainment industries.
Since early 1985, the Company has pursued a business
strategy that consists of the following principal elements: (i)
expansion within the passive electronic components industry,
primarily through the acquisition of passive components
manufacturers with established positions in major markets,
reputations for product quality and reliability and product lines
with which the Company has substantial marketing and technical
expertise; (ii) reduction of selling, general and administrative
expenses through the integration or elimination of redundant
sales offices and administrative functions at acquired companies;
(iii) achievement of significant production cost savings through
the transfer and expansion of manufacturing operations to
regions, such as Israel, Mexico, Portugal and the Czech Republic,
where the Company can take advantage of lower labor costs and
available tax and other government-sponsored incentives; and (iv)
maintaining significant production facilities in those regions
where the Company markets the bulk of its products in order to
enhance customer service and responsiveness.
As a result of this strategy, the Company has grown
during the past nine years from a small manufacturer of precision
resistors and strain gages to one of the world's largest
manufacturers and suppliers of a broad line of passive electronic
components.
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The Company's major acquisitions have included Dale
Electronics (United States, Mexico and the United Kingdom),
Draloric Electronic GmbH (Germany and the United Kingdom),
Sfernice (France), Sprague (United States and France) and
Roederstein (Germany, Portugal and the United States).
On July 18, 1994, the Company acquired all of the
outstanding shares of Vitramon, Incorporated and Vitramon Limited
U.K. (collectively, "Vitramon"), a leading producer of
multi-layer ceramic chip ("MLCC") capacitors with manufacturing
and sales facilities in the United States, France, Germany and
the United Kingdom. This acquisition has provided the Company
with a strong presence in the MLCC capacitor market. Together
with tantalum capacitors, MLCC capacitors, most of which are
designed for surface mounting, comprise one of the fastest
growing product segments in the passive electronic components
market. The addition of MLCC capacitors to the Company's
existing product line has enabled the Company to offer its
customers "one-stop" access to one of the broadest selections of
passive electronic components available from a single
manufacturer.
The Company currently operates as three separate
business units: (i) Vishay Electronic Components, U.S. and Asia,
which is comprised of Dale, a manufacturer and supplier of
resistors, the Vishay Resistive Systems Unit, which primarily
manufactures high performance foil resistors and thin film
resistor networks; Sprague, which primarily manufactures tantalum
capacitor and thick film resistor networks; and the U.S.
operations of Vitramon, which manufacture MLCC capacitors; (ii)
Vishay Electronic Components, Europe, which is comprised of
Draloric/Roederstein, German-based manufacturers and suppliers of
resistors and capacitors in Europe, which includes the German
operations of Vitramon; Sfernice, a resistor producer in France,
which includes the French operations of Vitramon; and Vishay
Components (UK), a manufacturer and supplier of the Company's
products in the United Kingdom, which includes the U.K.
operations of Vitramon; and (iii) Measurements Group, Inc., which
produces resistive sensors and other stress measuring devices in
the United States.
Vishay was incorporated in Delaware in 1962 and
maintains its principal executive offices at 63 Lincoln Highway,
Malvern, Pennsylvania 19355-2120. The telephone number is (610)
644-1300.
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<PAGE>
Products
Vishay designs, manufactures and markets electronic
components that cover a wide range of products and technologies.
The products primarily consist of fixed resistors, tantalum, MLCC
and film capacitors, and, to a lesser extent, inductors,
specialty ceramic capacitors, transformers, potentiometers,
plasma displays and thermistors. The Company offers most of its
product types in the increasingly demanded surface mount device
form.
Resistors are basic components used in all forms of
electronic circuitry to adjust and regulate levels of voltage and
current. They vary widely in precision and cost, and are
manufactured in numerous materials and forms. Resistive
components may be either fixed or variable, the distinction being
whether the resistance is adjustable (variable) or not (fixed).
Resistors can also be used as measuring devices, such as Vishay's
resistive sensors. Resistive sensors or strain gages are used in
electronic measurement and experimental stress analysis systems
as well as in transducers for measuring loads (scales),
acceleration and fluid pressure.
Fixed resistive components can be broadly categorized as
discrete or networks. A discrete component is designed to
perform a single function and is incorporated by the customer in
the circuitry of a system which requires that particular
function. A network, on the other hand, is a microcircuit
(consisting of a number of resistors placed on a ceramic base),
which is designed to perform a number of standard functions.
Vishay manufactures both discrete resistors and networks both of
which are principally sold in the precision or higher quality
segments of the resistor market (i.e., fixed precision wirewound,
metal film and foil resistors and network resistors).
The Company's resistive products primarily consist of
fixed resistors that include foil and thin film resistors, wire-
wound resistors, metal film resistors, oxide film resistors,
thermistors, thick film resistor chips, networks (microcircuits)
and resistive sensors; variable resistors (trimmers and potentio-
meters); magnetic components (inductors and transformers) and
printed circuit boards. Vishay produces resistors for virtually
every segment of the resistive product market, from resistors
used in the highest quality precision instruments for which the
performance of the resistors is the most important requirement,
to resistors for which price is the most important factor.
Capacitors perform energy storage, frequency control,
timing and filtering functions in most types of electronic equip-
ment. The more important applications for capacitors are (i)
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<PAGE>
electronic filtering for linear and switching power supplies,
(ii) decoupling and bypass of electronic signals or integrated
circuits and circuit boards, and (iii) frequency control, timing
and conditioning of electronic signals for a broad range of
applications. The Company's capacitor products primarily
consist of solid tantalum chip capacitors, solid tantalum leaded
capacitors, wet/foil tantalum capacitors, MLCC capacitors and
film capacitors. Each capacitor product has unique physical and
electrical performance characteristics that make it useful for
specific applications. Tantalum and MLCC capacitors are
generally used in conjunction with integrated circuits in
applications requiring low to medium capacitance values. The
tantalum capacitor is the smallest and most stable type of
capacitor for its range of capacitance and is best suited for
applications requiring medium capacitance values. MLCC
capacitors are more cost-effective for applications requiring
lower capacitance values. Vitramon's MLCC capacitors are unique
because their dielectric (ceramic) layers are thinner than
traditional multi-layer ceramic capacitors, thus enabling them to
be produced with less palladium material. This enables
significant reductions in manufacturing costs and allows for a
smaller electronic component that has become critical to satisfy
the increasing trend toward miniaturization. Management believes
that MLCC capacitors, together with tantalum capacitors,
represent one of the fastest growing segments of the passive
electronic component industry.
The Company believes it has taken advantage of the
growth of the surface mount component market and is an industry
leader in designing and marketing surface mount devices. The
Company also believes that in the U.S. and Europe it offers the
widest range of these devices, including both thick and thin film
resistor chips and networks, capacitors, inductors, oscillators,
transformers and potentiometers, as well as a number of component
packaging styles to facilitate automated product assembly by its
customers. The Company's position in this market has been
enhanced by the acquisition of Vitramon, since substantially all
of Vitramon MLCC products utilize surface mount technology.
Surface mount devices adhere to the surface of a circuit board
rather than being secured by leads that pass through holes to the
back side of the board. Surface mounting provides distinct
advantages over through-hole mounting, because, among other
things, surface mounting allows the placement of more components
on a circuit board and facilitates automation. These advantages
result in lower production costs than for leaded devices. This
is particularly desirable for a growing number of manufacturers
who require greater miniaturization in products such as hand held
computers and cellular telephones.
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<PAGE>
Markets
The Company's products are sold primarily to other
manufacturers and, to a much lesser extent, to United States and
foreign government agencies. Its products are used in, among
other things, virtually every type of product containing
electronic circuitry, including computer-related products,
telecommunications, measuring instruments, industrial equipment,
automotive applications including engine controls and fuel
injection systems, process control systems, military and
aerospace applications, medical instruments and scales.
Approximately 39% of the Company's net sales for the
year ended December 31, 1994 was attributable to sales to
customers in the United States while the remainder was
attributable to sales primarily in Europe. In the United States,
products are marketed primarily through independent
manufacturers' representatives who are compensated solely on a
commission basis, as well as by the Company's own sales personnel
and independent distributors. The Company has regional sales
personnel in several locations to provide technical and sales
support for independent manufacturers' representatives throughout
the United States, Mexico and Canada. In addition, the Company
uses independent distributors to resell its products.
Internationally, products are sold to customers in Germany, the
United Kingdom, France, Israel, Japan, Singapore, South Korea,
Brazil and other European and Pacific Rim countries through
Company sales offices, independent manufacturers' representatives
and distributors. In order to better serve its customers, the
Company maintains production facilities in those regions where it
markets the bulk of its products, such as the U.S., Germany,
France and the U.K. In addition, to maximize production
efficiencies, the Company seeks whenever practicable to establish
manufacturing facilities in those regions, such as Israel,
Mexico, Portugal and the Czech Republic, where it can take
advantage of lower labor costs and available tax and other
government-sponsored incentives.
The Company undertakes to have its products incorporated
into the design of electronic equipment at the research and
prototype stages. Vishay employs its own staff of application
and field engineers who work with its customers, independent
manufacturers' representatives and distributors to solve
technical problems and develop products to meet specific needs.
The Company has qualified certain products under various
military specifications, approved and monitored by the United
States Defense Electronic Supply Center ("DESC"), and under
certain European military specifications. Classification levels
have been established by DESC based upon the rate of failure of
<PAGE> 7<PAGE>
products to meet specifications (the "Classification Level"). In
order to maintain the Classification Level of a product, tests
must be continuously performed, and the results of these tests
must be reported to DESC. If the product fails to meet the
requirements for the applicable Classification Level, the
product's classification may be reduced to a less stringent
level. Various United States manufacturing facilities from time
to time experience a product Classification Level modification.
During the time that such level is reduced for any specific
product, net sales and earnings derived from such product may be
adversely affected.
The Company is undertaking to have the quality systems
at most of its major manufacturing facilities approved under the
recently established ISO 9000 international quality control
standard. ISO 9000 is a comprehensive set of quality program
standards developed by the International Standards Organization.
Several of the Company's manufacturing operations have already
received ISO 9000 approval and others are actively pursuing such
approval.
Vishay's largest customers vary from year to year, and
no customer has long-term commitments to purchase products of the
Company. No customer accounted for more than 10% of the
Company's sales for the year ended December 31, 1994.
Research and Development
The Company maintains separate research and development
staffs and promotes separate programs at a number of its
production facilities to develop new products and new
applications of existing products, and to improve product and
manufacturing techniques. This decentralized system encourages
individual product development. From time to time, developments
at one manufacturing facility will have applications at another
facility. Most of the Company's products and manufacturing
processes have been invented, designed and developed by Company
engineers and scientists. Company research and development costs
were approximately $7.2 million for 1994, $7.1 million for 1993
and $7.1 million for 1992. The Company spends substantial
additional amounts for the development of machinery and equipment
for new processes and for cost reduction measures. See
"Competition".
Sources of Supplies
Although most materials incorporated in the Company's
products are available from a number of sources, certain
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<PAGE>
materials (particularly tantalum and palladium) are available
only from a relatively limited number of suppliers.
Tantalum metal is the principal material used in the
manufacture of tantalum capacitor products. Tantalum is
purchased in powder form primarily under annual contracts with
domestic suppliers at prices that are subject to periodic
adjustment. The Company is a major consumer of the world's
annual tantalum production. There are currently three suppliers
that process tantalum ore into capacitor grade tantalum powder.
Although the Company believes that there is currently a surplus
of tantalum ore reserves and a sufficient number of tantalum
processors relative to foreseeable demand, and that the tantalum
required by the Company has generally been available in
sufficient quantities to meet requirements, the limited number of
tantalum powder suppliers could lead to higher prices that the
Company may not be able to pass through to its customers.
Palladium is primarily purchased on the spot and forward
markets, depending on market conditions. Palladium is considered
a commodity and is subject to price volatility. Although
palladium is currently found in South Africa and Russia, the
Company believes that there are a sufficient number of domestic
and foreign suppliers from which the Company can purchase
palladium.
Inventory and Backlog
Although Vishay manufactures standardized products, a
substantial portion of its products are produced to meet specific
customer specifications. The Company does, however, maintain an
inventory of resistors and other components. Backlog of
outstanding orders for the Company's products was $305.7
million, $198.4 million and $134.3 million, respectively, at
December 31, 1994, 1993 and 1992. The increase in backlog at
December 31, 1994, 1993 and 1992 as compared with prior periods
is attributable to the acquisitions of Vitramon, Roederstein and
Sprague, respectively. The current backlog is expected to be
filled during the next 12 months. Most of the orders in the
Company's backlog may be cancelled by its customers, in whole or
in part, although sometimes subject to penalty. To date, however,
cancellations such as these have not represented a material portion
of the backlog.
Competition
The Company faces strong competition in its various
product lines from both domestic and foreign manufacturers that
produce products using technologies similar to those of the
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Company. Certain of the Company's products compete on the basis
of its marketing and distribution network, which provides a high
level of customer service. For example, the Company works
closely with its customers to have its products incorporated into
the electronic equipment at the early stages of design and
production and maintains redundant production sites for most of
its products to ensure an uninterrupted supply of products.
Further, the Company has established a National Accounts
Management Program, which provides customers with one national
account executive who can cut across Vishay business unit lines
for sales, marketing and contract coordination. In addition, the
breadth of the Company's product offerings enables the Company to
strengthen its market position by providing its customers with
"one-stop" access to one of the broadest selections of passive
electronic components available from a direct manufacturing
source. In several areas, the Company also strengthens its
market position by conducting seminars and educational programs
for existing and potential customers. In addition, the Company's
competitive position depends on its product quality, know-how,
proprietary data, marketing and service capabilities, business
reputation and price.
A number of the Company's customers are contractors or
subcontractors on various United States and foreign government
contracts. Under certain United States Government contracts,
retroactive adjustments can be made to contract prices affecting
the profit margin on such contracts. The Company believes that
its profits are not excessive and, accordingly, no provision has
been made for any such adjustment.
Although the Company has numerous United States and
foreign patents covering certain of its products and
manufacturing processes, no particular patent is considered
material to the business of the Company.
Manufacturing Operations
The Company conducts manufacturing operations in three
principal geographic regions: the United States, Europe and
Israel. At December 31, 1994, approximately 42% of the Company's
identifiable assets were located in the United States,
approximately 46% were located in Europe, approximately 11% were
located in Israel and approximately 1% in other regions. In the
United States, the Company's main manufacturing facilities are
located in Nebraska, South Dakota, North Carolina, Pennsylvania,
Maine, Connecticut, Virginia and Florida. In Europe, the
Company's main manufacturing facilities are located in Selb,
Landshut and Backnang, Germany and Nice and Tours, France. In
Israel, manufacturing facilities are located in Holon, Dimona and
<PAGE> 10<PAGE>
rented facilities in Migdal Ha-emek. The Company also maintains
manufacturing facilities in Juarez, Mexico and Toronto, Canada.
Recently, the Company has invested substantial resources to
increase capacity and to maximize automation in its plants, which
it believes will further reduce production costs.
The passive electronic components industry has been
moving towards greater automation, requiring additional capital
expenditures and more highly-skilled labor. In response to this
trend, the Company has increased its manufacturing operations in
Israel in order to take advantage of that country's government-
sponsored capital investment grants, lower wage rates and highly-
skilled labor force, as well as various tax abatement programs.
These incentive programs have contributed substantially to the
growth and profitability of the Company. The Company might be
materially and adversely affected if these incentive programs
were no longer available to the Company or if hostilities were to
occur in the Middle East that materially interfere with the
Company's operations in Israel. For the year ended December 31,
1994, sales of products manufactured in Israel accounted for
approximately 15% of the Company's net sales.
Due to a shift in manufacturing emphasis to the growing
market for surface mount devices and the relocation of some
production to regions with lower labor costs, portions of the
Company's work force and certain facilities may not be fully
utilized in the future. As a result, the Company may incur
significant costs in connection with work force reductions and
the closing of additional manufacturing facilities.
Environment
The Company's manufacturing operations are subject to
various federal, state and local laws restricting discharge of
materials into the environment. The Company is not involved in
any pending or threatened proceedings which would require
curtailment of its operations at this time. However, the Company
is involved in various legal actions concerning state government
enforcement proceedings and various dump site cleanups. These
actions may result in fines and/or cleanup expenses. The Company
believes that any fine or cleanup expense, if imposed, would not
be material. The Company continually expends funds to ensure
that its facilities comply with applicable environmental
regulations. The Company has nearly completed its undertaking to
comply with new environmental regulations relating to the
elimination of chlorofluorocarbons (CFCs) and ozone depleting
substances (ODS) and other anticipated compliances with the Clean
Air Act amendments of 1990. The Company anticipates that it will
undertake capital expenditures of approximately $2,500,000 in
fiscal 1995 for general environmental compliance and enhancement
<PAGE> 11<PAGE>
programs. In addition, the Company anticipates that it will
incur ongoing costs to address certain environmental matters at
certain of Vitramon's domestic and foreign facilities, including
achieving compliance with the new Clean Air Act amendments. The
Company believes that the reserves established by the Company in
connection with the Vitramon acquisition are adequate to cover
any currently anticipated environmental liabilities incurred at
the Vitramon facilities. The Company anticipates that it will
undertake capital expenditures of approximately $1,500,000 over
the next three years to address environmental matters that have
been currently identified relating specifically to the Vitramon
facilities.
Employees
As of December 31, 1994, the Company employed
approximately 16,800 full time employees of whom approximately
10,400 were located outside the United States. The Company hires
few employees on a part time basis. While various of the
Company's foreign employees are members of trade unions, none of
the Company's employees located in the United States is
represented by unions except for approximately 138 employees at
the North Adams, Massachusetts facility, who are represented by
three unions. The Company believes that its relationship with
its employees is excellent.
Item 2. PROPERTIES
The Company maintains approximately 56 manufacturing
facilities. The principal locations of such facilities, along
with available space including administrative offices, are:
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Approx. Available
Owned Locations Space (Square Feet)
United States
Columbus and Norfolk, NE* 336,000
Malvern and Bradford, PA* 223,000
Sanford, ME 220,000
Wendell and Statesville, NC* 193,000
Concord, NH 120,000
Roanoke, VA 115,000
Monroe, CT 91,000
________________
* two locations
Foreign
Germany (10 locations) 954,000
France (7 locations) 560,000
Israel (2 locations) 430,000
Portugal 299,000
Vishay owns an additional 272,000 square feet of
manufacturing facilities located in Colorado, Maryland, New York,
South Dakota and Florida.
Available leased facilities in the United States include
310,000 square feet of space located in California, New Jersey,
South Dakota, Massachusetts and New Hampshire. Foreign leased
facilities consist of 121,000 square feet in Mexico, 392,000
square feet in France, 127,000 square feet in England, 37,000
square feet in Canada and 202,000 square feet in Germany. The
Company also has facilities in Japan, Brazil, Israel and the
Czech Republic.
Management believes it has sufficient manufacturing
space for its current business. To meet anticipated needs,
however, the Company expects to complete construction of a
330,000 square foot plant in Migdal Ha-emek, Israel in 1995 and
plans construction of a 200,000 square foot facility in
Beersheba, Israel.
Item 3. LEGAL PROCEEDINGS
The Company from time to time is involved in routine
litigation incidental to its business. Management believes that
such matters, either individually or in the aggregate, should not
have a materially adverse effect on the Company's business or
financial condition.
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Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the fourth quarter of the fiscal year covered by
this report, no matter was submitted to a vote of security
holders of the Company.
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Item 4A. EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth certain information
regarding the executive officers of the Company as of March 24,
1995.
Name Age Positions Held
Felix Zandman* 66 Chairman of the Board,
President, Chief
Executive Officer
and Director
Richard N. Grubb* 48 Vice President, Treasurer,
Chief Financial Officer
and Director
Robert A. Freece* 54 Senior Vice President,
and Director
Abraham Inbar 66 Vice President;
President -- Vishay
Israel Limited
Henry V. Landau 48 Vice President; President
-- Measurements Group,
Inc.
William J. Spires 53 Vice President and
Secretary
Donald G. Alfson 49 Director, Vice President;
President -- Vishay
Electronic
Components, U.S. and Asia
and President -- Dale
Electronics, Inc.
Gerald Paul 46 Director, Vice President;
President -- Vishay
Electronic Components,
Europe and Managing
Director -- Draloric
Electronic GmbH.
* Member of the Executive Committee of the Board of Directors.
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<PAGE>
Felix Zandman, a founder of the Company, has been
President, Chief Executive Officer and a Director of the Company
since its inception. Dr. Zandman has been Chairman of the Board
since March 1989.
Richard N. Grubb has been a Director, Vice President,
Treasurer and Chief Financial Officer of the Company since May
1994. Mr. Grubb has been associated with the Company in various
capacities since 1972. He is a Certified Public Accountant who
was previously engaged in private practice.
Robert A. Freece has been a Director of the Company
since 1972. He was Vice President, Treasurer, Chief Financial
Officer of the Company from 1972 until 1994, and has been Senior
Vice President since May 1994.
Henry V. Landau has been a Vice President of the Company
since 1983. Mr. Landau has been the President and Chief
Executive Officer of Measurements Group, Inc., a subsidiary of
the Company, since July 1984. Mr. Landau was an Executive Vice
President of Measurements Group, Inc. from 1981 to 1984 and has
been employed by the Company since 1972.
Abraham Inbar has been a Vice President of Company since
June 1994. Mr. Inbar has been the President of Vishay Israel
Ltd., a subsidiary of the Company, since May 1994. Mr. Inbar was
Senior Vice President and General Manager of Vishay Israel Ltd.
from 1992 to 1994. Previously, Mr. Inbar was Vice President -
Operations for Vishay Israel Ltd. He has been employed by the
Company since 1973.
William J. Spires has been a Vice President and
Secretary of the Company since 1981. Mr. Spires has been Vice
President - Industrial Relations since 1980 and has been employed
by the Company since 1970.
Donald G. Alfson has been a Director of the Company
since May 1992 and the President of Vishay Electronic Components
U.S. and Asia, and President of Dale Electronics, Inc. since
April 1992. Mr. Alfson has been employed by Dale since 1972.
Gerald Paul has served as a Director of the Company
since May 1993 and President of Vishay Electronic Components,
Europe since January 1994. Dr. Paul has been Managing Director
of Draloric Electronic GmbH since January 1991. Dr. Paul has
been employed by Draloric since February 1978.
<PAGE> 16
<PAGE>
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED
SECURITY HOLDER MATTERS
The Company's Common Stock is listed on the New York
Stock Exchange under the symbol VSH. The following table sets
forth the high and low sales prices for the Company's Common
Stock as reported on the New York Stock Exchange Composite Tape
for the quarterly periods within the 1994 and 1993 fiscal years
indicated. Stock prices have been restated to reflect stock
dividends, including the 5% stock dividend to be paid on March
31, 1995. The Company does not currently pay cash dividends on
its capital stock. Its policy is to retain earnings to support
the growth of the Company's business and the Company does not
intend to change this policy at the present time. In addition,
the Company is restricted from paying cash dividends under the
terms of the Company's revolving credit and term loan agreements
(see Note 6 to the consolidated financial statements). Holders
of record of the Company's Common Stock totalled approximately
1,406 at March 24, 1995.
<TABLE>
COMMON STOCK MARKET PRICES
<CAPTION>
Calendar 1994 Calendar 1993
High Low High Low
<S> <C> <C> <C> <C>
First Quarter $36.29 $29.93 $32.18 $24.83
Second Quarter $39.52 $29.82 $32.88 $23.11
Third Quarter $41.43 $38.33 $34.24 $28.69
Fourth Quarter $49.88 $41.79 $32.09 $26.08
</TABLE>
In addition, at March 24, 1995 the Company had
outstanding 3,539,103 shares of Class B Common Stock (3,716,058
giving effect to the 5% stock dividend to be paid on March 31,
1995), par value $.10 per share (the "Class B Stock") each of
which entitles the holder to ten votes. The Class B Stock
generally is not transferable and there is no market for those
shares. The Class B Stock is convertible, at the option of the
holder, into Common Stock on a share for share basis.
Substantially all such Class B Stock is beneficially owned by Dr.
Felix Zandman, and a revocable trust for the benefit of Mr.
Alfred P. Slaner. Dr. Felix Zandman is an executive officer and
director of the Company. Mr. Slaner and his wife, Luella B.
Slaner, are Trustees of the Slaner Trust, and accordingly, Mrs.
Slaner, a Vishay director, may also be deemed beneficially to own
such shares.
<PAGE> 17
<PAGE>
<TABLE>
Item 6. SELECTED FINANCIAL DATA
The following table sets forth selected consolidated
financial information of the Company for the fiscal years ended
December 31, 1994, 1993, 1992, 1991 and 1990. This table should
be read in conjunction with the Consolidated Financial Statements
of the Company and the related notes thereto included elsewhere
in this Form 10-K.
<CAPTION>
Year Ended December 31,
1994[1] 1993[2] 1992[3] 1991 1990
(in thousands except per share amounts)
<S> <C> <C> <C> <C> <C>
Net sales. . . . . . . . . $987,837 $856,272 $664,226 $442,283 $445,596
Interest expense . . . . . 24,769 20,624 19,110 15,207 19,426
Earnings before
income taxes and
cumulative effect of
accounting change. . . . 74,116 50,894 37,924 27,253 33,856
Income taxes . . . . . . . 15,169 8,246 7,511 6,363 10,655
Earnings before cumulative
effect of accounting change 58,947 42,648 30,413 20,890 23,201
Cumulative effect of
accounting change for
income taxes . . . . . . -- 1,427 -- -- --
Net earnings . . . . . . . 58,947 44,075 30,413 20,890 23,201
Total assets . . . . . . . 1,333,959 948,106 661,643 448,771 440,656
Long-term debt . . . . . . 402,337 266,999 139,540 127,632 140,212
Working capital. . . . . . 328,322 205,806 145,327 128,733 120,384
Stockholders' equity . . . 565,088 376,503 346,625 201,366 177,839
<PAGE> 18
<PAGE>
Earnings per share4/:
Before cumulative effect
of accounting change . $2.40 $1.82 $1.55 $1.14 $1.34
Accounting change for
income taxes . . . . . -- 0.06 -- -- --
Net earnings . . . . . . $2.40 $1.88 $1.55 $1.14 $1.34
Weighted average number
of shares outstanding[4]. . 24,549 23,403 21,351 18,356 19,802
<FN>
[1] Includes the results from July 1, 1994 of the Vitramon acquisition.
[2] Includes the results from January 1, 1993 of the Roederstein acquisition.
[3] Includes the results from January 1, 1992 of the businesses acquired from Sprague.
[4] Adjusted for 5% stock dividend in March 1995.
</TABLE>
<PAGE> 19
<PAGE>
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Introduction and Background
The Company's sales and net income have increased
significantly in the past several years primarily as a result of
its acquisitions. Following each acquisition, the Company
implemented programs to take advantage of distribution and
operating synergies among its businesses. This implementation is
reflected in an increase in the Company's sales and in the
decline in selling general and administrative expenses as a
percentage of the Company's sales.
From mid-1990 through the end of 1993, sales of most of
the Company's products were adversely affected by the worldwide
slowdown in the electronic components industry, which reflected
general recessionary trends in all major industrialized
countries. In addition, sales to defense-related industries have
declined from the end of the first quarter of 1991 until the
second half of 1993. Despite this slowdown, Vishay realized
record net earnings in each year through this period. This was a
result of its acquisitions and focus on the bottom-line,
including the implementation of operating efficiencies.
In 1994, the Company's growth was fueled not only by its
acquisition of Vitramon, but also by the expansion in the U.S.
and European economies in general and the electronic components
industry in particular. This resulted in Vishay's record net
earnings of $58.9 million in 1994. Management believes the U.S.
and European electronic components market will continue to grow
at a moderate rate in the near future, although there can be no
assurance that this will be the case.
Following each acquisition, the Company has instituted
operating efficiencies that have reduced selling, general and
administrative expenses and the combined cost of goods sold of
Vishay and the acquired company.
The Company realizes approximately 50% of its revenues
outside the United States. As a result, fluctuations in currency
exchange rates can significantly affect the Company's reported
earnings. Currency fluctuations impact the Company's net sales
and other income statement amounts, as denominated in U.S.
dollars, including other income as it relates to foreign exchange
gains or losses. The weakening of the value of the U.S. dollar
against foreign currencies during the year ended December 31,
1994 accounted for an increase in net sales of $7,208,000.
<PAGE> 20
<PAGE>
Generally, in order to minimize the effect of currency
fluctuations, the Company endeavors to (i) borrow money in the
local currencies and markets where it conducts business, and (ii)
minimize the time for settling intercompany transactions.
The Company's strategy includes transferring the
manufacturing of its products from countries with high labor
costs and tax rates (such as the United States and Germany) to
Israel in order to benefit from various Israeli government
incentives (including lower income taxes) and lower labor rates.
These trends are continuing.
Year Ended December 31, 1994 compared to
Year ended December 31, 1993
Results of Operations
Net sales for the year ended December 31, 1994 increased
$131,565,000 or 15.4% from the comparable period of the prior
year. The increase reflects the acquisition of Vitramon in July
1994. Net sales of Vitramon were $72,139,000 for the six months
ended December 31, 1994. Net sales, exclusive of Vitramon,
increased by $59,426,000 or 6.9% for the year ended December 31,
1994.
The weakening of the U.S. dollar against foreign
currencies for the year ended December 31, 1994 in comparison to
the prior year resulted in an increase in reported sales of
$7,208,000.
Management believes its U.S. and European markets are
continuing to grow. Net sales, exclusive of Vitramon and foreign
currency fluctuations, in the United States and Europe have
increased 6.1% over the comparable period of the prior year. Net
bookings, exclusive of Vitramon, for the year ended December 31,
1994 increased by 15.5% over the prior year. Net bookings of
Vitramon, for the six months ended December 31, 1994, increased
by 34.5% over the comparable prior year period.
Costs of products sold for the year ended December 31,
1994 were 75.7% of net sales as compared to 77.5% for the prior
year. The factors contributing to this decrease include: (i) the
fact that gross profits for Vitramon are higher than Vishay's
other operating companies, (ii) Israeli government grants,
recognized as a reduction of costs of products sold, of
$9,658,000 for the year ended December 31, 1994, as compared to
$3,424,000 for the prior year, and (iii) a significant increase
in production in Israel, where labor costs are generally lower
than in other regions in which Vishay manufactures. The increase
<PAGE> 21
<PAGE>
in Israeli government grants resulted primarily from an increase
in the Company's work force in Israel. Future grants and other
incentive programs offered to the Company by the Israeli
government will likely depend on the Company's continuing to
increase capital investment and the number of the Company's
employees in Israel.
Selling, general, and administrative expenses for the
year ended December 31, 1994 and 1993 were 13.9% of net sales.
While management believes these percentages to be acceptable,
management continues to explore additional cost saving
opportunities.
Restructuring charges of $6,659,000 for the year ended
December 31, 1993 consist primarily of severance costs related to
the Company's decision to downsize its European operations,
primarily in France, as a result of the European business
climate. These costs were paid in 1994.
Income from unusual items of $7,221,000 for the year
ended December 31, 1993 represents proceeds received for business
interruption insurance claims principally related to operations
in Dimona, Israel.
Interest costs increased by $4,145,000 for the year
ended December 31, 1994 as a result of increased rates and
increased debt incurred for the acquisition of Vitramon.
The effective tax rate for the year ended December 31,
1994 was 20.5% compared to 16.2% for the prior year. The
effective tax rate for calendar year 1993, exclusive of the
effect of nontaxable insurance proceeds, was 18.6%. The higher
tax rate for 1994 reflects the inclusion of Vitramon earnings in
higher tax locations.
The effect of the low tax rates in Israel (as compared
to the statutory rate in the United States) has been to increase
net earnings by $15,291,000, $11,644,000 and $6,015,000 for the
years ended December 31, 1994, 1993 and 1992, respectively. The
period to period increases are primarily a result of increased
earnings for the Israeli operations. The more favorable Israeli
tax rates are applied to specific approved projects and normally
continue to be available for a period of ten years. The
Company's average income tax rate in Israel was approximately 4%,
4% and 7% for the years ended December 31, 1994, 1993 and 1992,
respectively. New projects are continually being introduced. In
addition, the Israeli government offers certain incentive
programs in the forms of grants, such as employee grant programs.
The pre-tax grants recognized by the Company were $9,658,000 and
<PAGE> 22
<PAGE>
$3,424,000 for the years ended December 31, 1994 and 1993,
respectively.
Included in net earnings for the year ended 1993 is a
one-time tax benefit of $1,427,000 resulting from the adoption
of FASB Statement No. 109, "Accounting for Income Taxes".
Year Ended December 31, 1993 compared to
Year ended December 31, 1992
Net sales for the year ended December 31, 1993 increased
by $192,046,000 over the comparable period of the prior year.
The increase resulted from the acquisition of Roederstein,
effective January 1, 1993. Net sales of Roederstein were
$212,124,000 for the year ended December 31, 1993. Net sales,
exclusive of Roederstein, decreased by $20,078,000, compared to
the same period of the prior year. This decrease in net sales is
attributable to the strengthening of the U.S. dollar against
foreign currencies, which resulted in a decrease in reported
Vishay sales of $15,671,000 for the year ended December 31, 1993,
and recessionary pressures in Europe.
Costs of products sold for the year ended December 31,
1993 were 77.5% of net sales as compared to 76.5% for the
comparable period of the prior year. The reason for this
increase is that the costs of products sold for Roederstein
(prior to the full implementation of synergistic cost reductions)
are approximately 80% of net sales, while Vishay's business,
exclusive of Roederstein, has been operating in the 76% to 78%
range. In 1993, grants of $3,424,000 received from the
government of Israel, which were utilized to offset start-up
costs of new facilities, were recognized as a reduction of costs
of products sold.
Selling, general, and administrative expenses for the
year ended December 31, 1993 were 13.9% of net sales as compared
to 15.3% for the comparable period of the prior year. The
current year's lower rates reflect the effect of the acquisition
of Roederstein and the ongoing cost savings programs implemented
with the acquisition of certain businesses of Sprague during
1992.
Restructuring charges of $6,659,000 for the year ended
December 31, 1993 consist primarily of severance costs related to
the Company's decision to downsize its European operations,
primarily in France, as a result of the European business
climate.
<PAGE> 23
<PAGE>
Income from unusual items of $7,221,000 for the year
ended December 31, 1993 represents proceeds received for business
interruption insurance claims principally related to operations
in Dimona, Israel.
Interest costs increased by $1,514,000 for the year
ended December 31, 1993 as a result of increased debt incurred as
a result of the acquisition of Roederstein.
Other income for the year ended December 31, 1993
decreased by $4,410,000 over the comparable period of the prior
year. That is because other income for the year ended December
31, 1992 included consulting fees of $2,307,000 from Roederstein.
These fees to Vishay were for time and expenses of Vishay
personnel utilized by Roederstein in its attempt to restructure
itself. Also, other income for the year ended December 31, 1992
included fees of approximately $3,325,000 from Sprague under one
year sales and distribution agreements. Foreign currency losses
for the year ended December 31, 1993 were $1,382,000, as compared
to foreign currency losses of $1,594,000 for the year ended
December 31, 1992.
The effective tax rate of 16.2% for the year ended
December 31, 1993 reflects the non-taxability of certain
insurance recoveries. The 1993 rate was also affected by
increased manufacturing in Israel, where the Company's average
income tax rate was approximately 4% in 1993. The effective tax
rate for the year ended December 31, 1993, exclusive of the
effect of the non-taxable insurance proceeds, was 18.6%. The
effective tax rate for the year ended December 31, 1992 was
19.8%.
Effective January 1, 1993 the Company changed its method
of accounting for income taxes from the deferred method to the
liability method required by FASB Statement No. 109, "Accounting
for Income Taxes". The cumulative effect of adopting Statement
109 as of January 1, 1993 was to increase net income by
$1,427,000. Application of the new income tax rules also
decreased pretax earnings by $2,870,000 for the year ended
December 31, 1993 because of increased depreciation expense as a
result of Statement 109's requirement to report assets acquired
in prior business combinations at their pretax amounts.
The Company also adopted FASB Statement No. 106,
"Employers' Accounting for Postretirement Benefits Other Than
Pensions", effective January 1, 1993. The Company has elected to
recognize the transition obligation on a prospective basis over a
twenty-year period. In 1993, the new standard resulted in
additional annual net periodic postretirement benefit costs of
<PAGE> 24
<PAGE>
$1,200,000 before taxes, and $792,000 after taxes, or $0.03 per
share. Prior-year financial statements have not been restated to
apply the new standard.
Year ended December 31, 1992 compared to
Year ended December 31, 1991
Net sales for the year ended December 31, 1992 increased
$221,943,000 over the comparable period of the prior year. The
increase was the result of the inclusion of the businesses
acquired from Sprague effective as of January 1, 1992. Net sales
of the acquired businesses were $230,492,000 for the year ended
December 31, 1992. For the year ended December 31, 1992, net
sales, exclusive of the acquired businesses, decreased by
$8,549,000 compared to the same period of the prior year when
recessionary pressures affecting sales were not as great.
The weakening of the U.S. dollar against foreign
currencies resulted in an increase in reported Vishay sales of
$10,418,000 for the year ended December 31, 1992.
Costs of products sold for the year ended December 31,
1992 were 76.5% of net sales as compared to 71.9% for the
comparable period of the prior year. The reason for this
increase is that the costs of products sold for the newly
purchased businesses from Sprague (prior to any synergistic cost
reductions) are 80% of net sales, while Vishay's resistor
businesses traditionally operate at levels of 70% to 75%.
Selling, general, and administrative expenses for the
year ended December 31, 1992 were 15.3% of net sales compared to
17.2% for the comparable period of the prior year. The 15.3%
rate reflects the effect of the businesses acquired from Sprague.
The rate applicable to the businesses acquired from Sprague
(approximately 11%) includes the effects of initial cost saving
programs installed subsequent to the acquisition. For the year
ended December 31, 1992, selling, general and administrative
expenses of the Vishay resistor business (approximately 17%) were
comparable to the levels experienced for the prior year.
Interest costs increased by $3,903,000 for the year
ended December 31, 1992 as a result of the increased debt
incurred for the purchase of the businesses from Sprague.
Other income for the year ended December 31, 1992
includes consulting fees of $2,307,000 from Roederstein. Other
income for the year ended December 31, 1992 also includes fees of
approximately $3,325,000 from Sprague under one year sales and
distribution agreements that expired February 14, 1993, which
<PAGE> 25
<PAGE>
were entered into in connection with the acquisition of the
businesses from Sprague.
The effective tax rate was 19.8% for the year ended
December 31, 1992. The effective rate is comparable to the rate
of 23.3% for 1991. The 1992 rate was in part affected by
increased manufacturing in Israel where the Company's average
income tax rate was 7% for 1992.
Financial Condition
Cash flows from operations were $37,920,000 for the year
ended December 31, 1994 compared to $50,114,000 for the prior
year. The decrease in net cash provided by operating activities
in comparison to the prior year reflects $16,587,000 of cash
payments made in 1994 for accruals the Company established in
connection with the Sprague, Roederstein and Vitramon
acquisitions. Purchases of property and equipment for the year
ended December 31, 1994 were $83,024,000 compared to $76,813,000
in the prior year. This increase reflects the Company's on-going
program to purchase additional equipment to meet growing customer
demand for surface mount components. Net cash provided by
financing activities of $240,227,000 for the year ended December
31, 1994, which includes $109,738,000 of proceeds from a common
stock offering, was used primarily to finance the acquisition of
Vitramon and additions to property and equipment.
The Company has established accruals relating to the
Vitramon acquisition of $14,045,000 consisting primarily of
severance costs related to planned work force reductions at
Vitramon ($8,545,000), anticipated environmental cleanup costs,
which consist primarily of cost estimates associated with
possible soil excavation of existing metal contaminants and the
cleanup of other existing contaminants at some Vitramon
facilities ($4,000,000), and an accrual for bonuses and contract
cancellation costs associated with Vitramon personnel and
contracts ($1,500,000). The above accruals, which are included
in other accrued expenses, will not affect future earnings but
will require cash expenditures over the next twelve months.
In July 1994, the Company and certain of its
subsidiaries entered into agreements (the "Bank Agreements") with
a group of banks, including Comerica Bank, as agent for the banks
("Banks"). The Bank Agreements amended and restated the
Company's previously-existing revolving credit and term loan
agreements and added two new facilities that were used to finance
the acquisition of Vitramon.
<PAGE> 26
<PAGE>
After giving effect to the Bank Agreements, the
Company's domestic credit facilities consist of a $200,000,000
revolving credit facility that matures in December 1997, subject
to the Company's right to request year-to-year renewals
thereafter, a $97,500,000 term loan that matures in installments
through December 2000 and a $100,000,000 non-amortizing term loan
due in July 2001. Borrowings under these facilities bear
interest at variable rates based on the prime rate or, at the
Company's option, LIBOR. A $100,000,000 bridge facility used to
finance the Vitramon acquisition was paid off in August 1994 with
proceeds from the Company's equity offering.
The Banks also provided Deutsche Mark ("DM") denominated
revolving credit and term loan facilities for certain of the
Company's German subsidiaries, which permit borrowings, in the
aggregate, of DM 125,615,990, including a DM 40,000,000 revolving
credit facility that matures in December 1997, subject to the
Company's right to request year-to-year renewals thereafter, and
a DM 85,615,990 term loan that matures in installments through
December 1997. Borrowings bear interest at variable rates based
on LIBOR. In August 1994 the Company used proceeds from its
equity offering to prepay a DM 9,506,000 term loan.
As a result of the amendments contained in the Bank
Agreements, all of the Company's bank facilities are unsecured
and all collateral held by the Banks was released. However, the
bank facilities are cross-guaranteed by the Company and certain
of its subsidiaries. The Bank Agreements also resulted in a
decrease in interest rates from those previously in effect as
well as a reduction in the number of financial and restrictive
covenants. Financial covenants are currently limited to
requirements regarding leverage and fixed charge coverage ratios
and minimum tangible net worth. Other restrictive covenants
include limitations on the payment of cash dividends, guarantees
and liens.
See Note 6 to the Company's Consolidated Financial
Statements elsewhere herein for additional information with
respect to Vishay's loan agreements, long-term debt and available
short-term credit lines.
The Company's financial condition at December 31, 1994
is strong, with a current ratio of 2.4 to 1. The Company's ratio
of long-term debt (less current portion) to stockholders' equity
was .7 to 1 at December 31, 1994 and 1993, respectively.
Planned capital expenditures in fiscal 1995 relate
principally to construction of new facilities in Israel and the
purchase of equipment to increase capacity and maximize
automation in the Company's plants.
<PAGE> 27
<PAGE>
Management believes that available sources of credit,
together with cash expected to be generated from operations, will
be sufficient to satisfy the Company's anticipated financing
needs for working capital and capital expenditures during the
next twelve months.
Inflation
Normally, inflation has not had a significant impact on
the Company's operations. The Company's products are not
generally sold on long-term contracts. Consequently, selling
prices, to the extent permitted by competition, can be adjusted
to reflect cost increases caused by inflation.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following Consolidated Financial Statements of the
Company and its subsidiaries, together with the report of
independent auditors thereon, are presented under Item 14 of this
report:
Report of Independent Auditors
Consolidated Balance Sheets -- December 31, 1994 and
1993.
Consolidated Statements of Operations -- for the years
ended December 31, 1994, 1993 and 1992.
Consolidated Statements of Cash Flows -- for the years
ended December 31, 1994, 1993 and 1992.
Consolidated Statements of Stockholders' Equity -- for
the years ended December 31, 1994, 1993 and 1992.
Notes to Consolidated Financial Statements -- December
31, 1994.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
Information with respect to Items 10, 11, 12 and 13 on
Form 10-K is set forth in the Company's definitive proxy
<PAGE> 28
<PAGE>
statement, which will be filed within 120 days of December 31,
1994, the Company's most recent fiscal year. Such information is
incorporated herein by reference, except that information with
respect to Executive Officers of Registrant is set forth in Part
I, Item 4A hereof under the caption, "Executive Officers of the
Registrant".
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
(a) (1) All Consolidated Financial Statements of the
Company and its subsidiaries for the year ended
December 31, 1994 are filed herewith. See Item
8 of this Report for a list of such financial
statements.
(2) All financial statement schedules for which
provision is made in the applicable accounting
regulation of the Securities and Exchange
Commission are not required under the related
instruction or are inapplicable and therefore
have been omitted.
(3) Exhibits -- See response to paragraph (c) below.
(b) Reports on Form 8-K
None
(c) Exhibits:
2.1 Stock Purchase Agreement, dated July 12, 1994, between
Thomas & Betts Corporation and Vishay Intertechnology,
Inc. Incorporated by reference to Exhibit (2.1) to the
Current Report on 8-K dated July 18, 1994.
2.2 Purchase and Sale Agreement, dated as of November 14,
1991, among Sprague Technologies, Inc., Sprague
Electric Company and Vishay Intertechnology, Inc.
Incorporated by reference to Exhibit 1 to the Current
Report on Form 8-K dated November 14, 1991.
3.1 Certificate of Incorporation of Registrant, as amended
and Certificate of Amendment of Restated Certificate of
Incorporation of Registrant dated May 18, 1993.
Incorporated by reference to Exhibit 3.1 to Form 10-K
file number 1-7416 for fiscal year ended December 31,
1993 (the "1993 Form 10-K").
<PAGE> 29
<PAGE>
3.2 Amended and Restated Bylaws of Registrant.
Incorporated by reference to Exhibit 3.2 to
Registration Statement No. 33-13833 of Registrant on
Form S-2 under the Securities Act of 1933 (the "Form
S-2") and Amendment No. 1 to Amended and Restated
Bylaws of Registrant. Incorporated by reference to
Exhibit 3.2 to the 1993 Form 10-K.
10.1 Performance-Based Compensation Plan for Chief Executive
Officer of Registrant. Incorporated by reference to
Exhibit 10.1 to the 1993 Form 10-K.
10.2 Amended and Restated Vishay Intertechnology, Inc.
$302,500,000 Revolving Credit and Term Loan Agreement,
dated as of July 18, 1994, by and among Comerica Bank,
NationsBank of North Carolina, N.A., Berliner
Handelsund Frankfurter Bank, Signet Bank Maryland,
CoreStates Bank, N.A., Bank Hapoalim, B.M., ABN AMRO
Bank N.V., Credit Lyonnais New York Branch, Meridian
Bank, Bank Leumi le-Israel, B.M. and Credit Suisse
(collectively, the "Banks"), Comerica Bank, as agent
for the Banks (the "Agent"), and Vishay
Intertechnology, Inc. ("Vishay"). Incorporated by
reference to Exhibit (10.1) to the Current Report on
Form 8-K dated July 18, 1994.
10.3 Amended and Restated Vishay Beteiligungs GmbH DM
40,000,000 Revolving Credit and DM 9,506,000 Term Loan
Agreement, dated as of July 18, 1994, by and among the
Banks, the Agent and Vishay Beteiligungs GmbH ("VBG").
Incorporated by reference to Exhibit (10.2) to the
Current Report on Form 8-K dated July 18, 1994.
10.4 Amended and Restated Roederstein DM 104,315,990.20 Term
Loan Agreement, dated as of July 18, 1994, by and among
the Banks, the Agent, Vishay and VBG. Incorporated by
reference to Exhibit (10.3) to the Current Report on
Form 8-K dated July 18, 1994.
10.5 Vishay Intertechnology, Inc. $200,000,000 Acquisition
Loan Agreement, dated as of July 18, 1994, by and among
the Banks, the Agent and Vishay. Incorporated by
reference to Exhibit (10.4) to the Current Report on
Form 8-K dated July 18, 1994.
10.6 Amended and Restated Guaranty by Vishay to the Banks,
dated July 18, 1994. Incorporated by reference to
Exhibit (10.5) to the Current Report on Form 8-K dated
July 18, 1994.
<PAGE> 30
<PAGE>
10.7 Amended and Restated (domestic) Guaranty by Dale
Holdings, Inc., Dale Electronics, Inc., Measurements
Group, Inc., Vishay Sprague Holdings Corp. and Sprague
Sanford, Inc. to the Banks, dated July 18, 1994.
Incorporated by reference to Exhibit (10.6) to the
Current Report on Form 8-K dated July 18, 1994.
10.8 Amended and Restated Permitted Borrowers Guaranty by
Vilna Equities Holding B.V., VBG, Draloric Electronic
GmbH, E-Sil Components Ltd., Sfernice S.A. and
Roederstein GmbH to the Banks dated July 18, 1994.
Incorporated by reference to Exhibit (10.7) to the
Current Report on Form 8-K dated July 18, 1994.
10.9 Agreement between First International Bank of Israel
and Vishay Israel Ltd. dated January 28, 1993.
Incorporated by reference to Exhibit (10.4) to the
Current Report on Form 8-K, dated January 29, 1993.
10.10 Amended and Restated Guaranty by Dale Holdings, Inc.,
Dale Electronics, Inc., Bradford Electronics, Inc., and
Measurements Group, Inc. to the Banks, dated as of
January 29, 1993. Incorporated by reference to Exhibit
(10.6) to the Current Report on Form 8-K, dated January
29, 1993.
10.11 Amended and Restated Permitted Borrowers Guaranty by
Vilna Equities Holding B.V., Visra Electronics
Financing, B.V., Draloric, E-Sil Components, Ltd.,
Vishay Components (U.K.) Limited, Sfernice, S.A.,
Ultronix, Inc., Techno Components Corporation and
Ohmtek, Inc. to the Banks, dated as of January 29,
1993. Incorporated by reference to Exhibit (10.7) to
the Current Report on Form 8-K, dated January 29, 1993.
10.12 Guaranty by Vishay Sprague, Inc., Sprague North Adams,
Sprague Sanford and Roederstein Electronics, Inc. to
the Banks, dated January 29, 1993. Incorporated by
reference to Exhibit (10.8) to the Current Report on
Form 8-K, dated January 29, 1993.
10.13 Purchase and Transfer Agreement concerning Shares by
and among, Mrs. Ute Roederstein, Mrs. Cornelia Bodinka,
nee Roederstein, Ms. Claudia Roederstein, Mr. Jorg
Roederstein, Mr. Till Roederstein and Vishay dated
February 18, 1992. Incorporated by reference to Exhibit
(10.2) to the Current Report on Form 8-K, dated
February 18, 1992.
<PAGE> 31<PAGE>
10.14 Notarial Offer for a Purchase and Transfer Agreement
concerning Shares by Mr. Till Roederstein and Vishay
Intertechnology, Inc. dated February 18, 1992.
Incorporated by reference to Exhibit (10.3) to the
Current Report on Form 8-K, dated February 18, 1992.
10.15 Employment Agreement, dated as of March 15, 1985,
between the Company and Dr. Felix Zandman.
Incorporated by reference to Exhibit (10.12) to the
Form S-2.
10.16 1986 Employee Stock Plan of the Company. Incorporated
by reference to Exhibit 4 to the Company's Registration
Statement on Form S-8 (No. 33-7850).
10.17 1986 Employee Stock Plan of Dale Electronics, Inc.
Incorporated by reference to Exhibit 4 to the Company's
Registration Statement on Form S-8 (No. 33-7851).
10.18 Money Purchase Plan Agreement of Measurements Group,
Inc. Incorporated by reference to Exhibit 10(a)(6) to
Amendment No. 1 to the Company's Registration Statement
on Form S-7 (No. 2-69970).
10.19 Lease of Concord Facility, dated February 14, 1992.
Incorporated by reference to Exhibit (10.4) to the
Current Report on Form 8-K, dated February 14, 1992.
10.20 Non-Competition Agreement among Sprague Technologies,
Inc., Sprague Electric Company and Vishay Inter-
technology, Inc., dated February 14, 1992.
Incorporated by reference to Exhibit (10.7) to the
Current Report on Form 8-K, dated February 14, 1992.
11. Statement regarding Computation of Per Share Earnings.
22. Subsidiaries of the Registrant.
23. Consent of Independent Auditors.
27. Financial Data Schedule.
<PAGE> 32
<PAGE>
Report of Independent Auditors
Board of Directors and Stockholders
Vishay Intertechnology, Inc.
We have audited the accompanying consolidated balance sheets of
Vishay Intertechnology, Inc. as of December 31, 1994 and 1993,
and the related consolidated statements of operations, cash
flows, and stockholders' equity for each of the three years in
the period ended December 31, 1994. These financial statements
are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the consolidated
financial position of Vishay Intertechnology, Inc. at December
31, 1994 and 1993, and the consolidated results of its operations
and its cash flows for each of the three years in the period
ended December 31, 1994, in conformity with generally accepted
accounting principles.
As discussed in the Notes to Consolidated Financial Statements,
in 1993 the Company changed its methods of accounting for income
taxes (Note 5) and postretirement benefits other than pensions
(Note 10).
Ernst & Young LLP
Philadelphia, Pennsylvania
February 8, 1995, except for Note 13,
as to which the date is March 3, 1995
<PAGE> 33
<PAGE>
<TABLE>
Vishay Intertechnology, Inc.
Consolidated Balance Sheets
(In thousands, except per share and share amounts)
<CAPTION>
December 31
1994 1993
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 26,857 $ 10,931
Accounts receivable, less
allowances of $8,803
and $5,150 165,188 125,284
Inventories:
Finished goods 101,008 85,783
Work in process 94,005 65,592
Raw materials 108,594 73,280
Prepaid expenses and other
current assets 64,909 33,365
______________________
Total current assets 560,561 394,235
Property and equipment--at cost:
Land 40,113 33,791
Buildings and improvements 171,689 136,432
Machinery and equipment 473,471 363,204
Construction in progress 48,689 35,681
______________________
733,962 569,108
Less allowances for
depreciation (201,671) (149,004)
_______________________
532,291 420,104
Goodwill 226,534 118,286
Other assets 14,573 15,481
______________________
$1,333,959 $948,106
________________________
Liabilities and stockholders'
equity
Current liabilities:
Notes payable to banks $ 28,285 $ 22,695
Trade accounts payable 63,318 48,404
Payroll and related expenses 39,155 28,942
Other accrued expenses 64,505 54,112
Income taxes 1,849 3,740
Current portion of long-term
debt 35,127 30,536
<PAGE> 34<PAGE>
December 31
1994 1993
__________________________
Total current liabilities 232,239 188,429
Long-term debt--less current
portion 402,337 266,999
Deferred income taxes 39,889 26,080
Other liabilities 19,177 24,081
Accrued pension costs 75,229 66,014
Stockholders' equity:
Preferred Stock, par value
$1.00 a share:
Authorized--1,000,000
shares; none issued
Common Stock, par value
$.10 a share:
Authorized--35,000,000
shares; 22,572,963 and
17,639,081 shares outstanding
after deducting 51,201 and
47,441 shares in treasury 2,257 1,763
Class B convertible Common
Stock, par value $.10 a share:
Authorized--15,000,000 shares;
3,773,772 and 3,590,232 shares
outstanding after deducting
127,064 and 125,965 shares in
treasury 377 359
Capital in excess of
par value 509,966 288,980
Retained earnings 53,734 105,849
Foreign currency translation
adjustment 4,584 (13,109)
Unearned compensation (20) (60)
Pension adjustment (5,810) (7,279)
__________________________
565,088 376,503
__________________________
$1,333,959 $ 948,106
__________________________
<FN>
See accompanying notes.
1994 amounts retroactively adjusted for 5% stock dividend in
March 1995.
</TABLE>
<PAGE> 35<PAGE>
<TABLE>
Vishay Intertechnology, Inc.
Consolidated Statements of Operations
(In thousands, except per share and share amounts)
<CAPTION>
Year ended December 31
1994 1993 1992
_____________________________________
<S> <C> <C> <C>
Net sales $ 987,837 $ 856,272 $ 664,226
Costs of products sold 748,135 663,239 508,018
_____________________________________
Gross profit 239,702 193,033 156,208
Selling, general, and
administrative
expenses 137,124 118,906 101,327
Amortization of goodwill 4,609 3,294 2,380
Restructuring expense - 6,659 -
Unusual items - (7,221) -
_____________________________________
97,969 71,395 52,501
Other income (expense):
Interest expense (24,769) (20,624) (19,110)
Other 916 123 4,533
_____________________________________
(23,853) (20,501) (14,577)
_____________________________________
Earnings before income
taxes and cumulative
effect of accounting
change 74,116 50,894 37,924
Income taxes 15,169 8,246 7,511
_____________________________________
Earnings before
cumulative effect of
accounting change 58,947 42,648 30,413
Cumulative effect of
accounting change for
income taxes - 1,427 -
_____________________________________
Net earnings $ 58,947 $ 44,075 $ 30,413
_____________________________________
<PAGE> 36
<PAGE>
Earnings per share:*
Before cumulative
effect of accounting
change $ 2.40 $ 1.82 $ 1.55
Accounting change for
income taxes - 0.06 -
_____________________________________
Net earnings $ 2.40 $ 1.88 $ 1.55
_____________________________________
Weighted average shares
outstanding* 24,549,000 23,403,000 21,351,000
_____________________________________
<FN>
See accompanying notes.
*Retroactively adjusted for 5% stock dividend in March 1995.
</TABLE>
<PAGE> 37<PAGE>
<TABLE>
Vishay Intertechnology, Inc.
Consolidated Statements of Cash Flow
(In thousands)
<CAPTION>
Year ended December 31
1994 1993 1992
_____________________________________
<S> <C> <C> <C>
Operating activities
Net earnings $ 58,947 $ 44,075 $ 30,413
Adjustments to reconcile
net earnings to net cash
provided by operating
activities:
Depreciation and
amortization 57,742 48,578 36,062
Other 10,863 (897) 7,323
Changes in operating
assets and liabilities:
Accounts receivable (12,921) 2,804 (7,774)
Inventories (44,195) (22,780) (6,164)
Prepaid expenses and
other current assets (23,119) 182 (3,647)
Accounts payable 3,023 (7,768) 1,650
Other current liabili-
ties (12,420) (14,080) (3,506)
__________________________________
Net cash provided by opera-
ting activities 37,920 50,114 54,357
Investing activities
Purchases of property and
equipment (83,024) (76,813) (49,801)
Purchases of businesses,
net of cash acquired (179,847) (12,967) (131,479)
Investment in and advances
to Roederstein - - (20,147)
Changes in short-term
investments - - 176
__________________________________
Net cash used in investing
activities (262,871) (89,780) (201,251)
Financing activities
Proceeds from revolving
lines of credit and long-
term borrowings 372,321 265,274 403,970
Principal payments on
revolving lines of credit
and long-term debt (245,711) (235,124) (327,797)
<PAGE> 38
<PAGE>
Cash provided by net changes
in short-term borrowings 3,879 4,873 13,791
Proceeds from sale of
common stock 109,738 - 59,133
_____________________________________
Net cash provided by finan-
cing activities 240,227 35,023 149,097
Effect of exchange rate
changes on cash 650 (403) (470)
_____________________________________
Increase (decrease) in
cash and cash equivalents 15,926 (5,046) 1,733
Cash and cash equivalents
at beginning of year 10,931 15,977 14,244
_____________________________________
Cash and cash equivalents
at end of year $ 26,857 $ 10,931 $ 15,977
_____________________________________
<FN>
See accompanying notes.
</TABLE>
<PAGE> 39<PAGE>
<TABLE>
Vishay Intertechnology, Inc.
Consolidated Statements of Stockholders' Equity
(In thousands, except share amounts)
<CAPTION>
Year ended December 31
1994 1993 1992
______________________________
<S> <C> <C> <C>
Common Stock:
Beginning balance $ 1,763 $ 1,679 $ 1,165
Shares issued (2,801,250;
3,775; and 1,816,016
shares) 280 - 182
Stock dividends (1,957,720;
839,952; and 583,748
shares) 196 84 58
Conversion of subordinated
debentures (2,536,783
shares) - - 254
Conversions from Class B
(174,912; 120; and 200,658
shares) 18 - 20
______________________________
Ending balance 2,257 1,763 1,679
Class B convertible Common Stock:
Beginning balance 359 342 345
Stock dividends (358,452;
170,967; and 172,383 shares) 36 17 17
Conversions to Common (174,912;
120; and 200,658 shares) (18) - (20)
______________________________
Ending balance 377 359 342
Capital in excess of par value:
Beginning balance 288,980 253,446 115,398
Shares issued 110,012 123 59,162
Conversion of subordinated
debentures - - 60,312
Stock dividends 110,830 35,281 18,548
Tax effects relating to
stock plan 144 130 26
______________________________
Ending balance 509,966 288,980 253,446
<PAGE> 40<PAGE>
Retained earnings:
Beginning balance 105,849 97,156 85,366
Net earnings 58,947 44,075 30,413
Stock dividends (111,062) (35,382) (18,623)
______________________________
Ending balance 53,734 105,849 97,156
Foreign currency translation
adjustment:
Beginning balance (13,109) (5,864) (347)
Translation adjustment for
the year 17,693 (7,245) (5,517)
______________________________
Ending balance 4,584 (13,109) (5,864)
Unearned compensation:
Beginning balance (60) (134) (561)
Shares issued under stock
plans (2,000; 3,775; and
16,016 shares) (70) (123) (208)
Amounts expensed during the
year 110 197 635
______________________________
Ending balance (20) (60) (134)
Pension adjustment:
Beginning balance (7,279) - -
Pension adjustment for the
year 1,469 (7,279) -
______________________________
Ending balance (5,810) (7,279) -
______________________________
Total stockholders' equity $565,088 $376,503 $346,625
______________________________
<FN>
See accompanying notes.
1994 amounts retroactively adjusted for 5% stock dividend in
March 1995.
</TABLE>
<PAGE> 41<PAGE>
Vishay Intertechnology, Inc.
Notes to Consolidated Financial Statements
December 31, 1994
1. Summary of Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements of Vishay Intertechnology,
Inc. include the accounts of the Company and its subsidiaries,
after elimination of all significant intercompany transactions,
accounts, and profits.
Inventories
Inventories are stated at the lower of cost, determined by the
first-in, first-out method, or market.
Depreciation
Depreciation is computed principally by the straight-line method
based upon the estimated useful lives of the assets.
Depreciation of capital lease assets is included in total
depreciation expense. Depreciation expense was $51,301,000,
$43,493,000, and $30,995,000 for the years ended December 31,
1994, 1993, and 1992, respectively.
Construction in Progress
The estimated cost to complete construction in progress at
December 31, 1994 is $57,336,000.
Goodwill
Goodwill, representing the excess of purchase price over net
assets of businesses acquired, is being amortized on a
straight-line basis over 40 years. Accumulated amortization
amounted to $17,966,000 and $13,190,000 at December 31, 1994 and
1993, respectively. The recoverability of goodwill is evaluated
at the operating unit level by an analysis of operating results
and consideration of other significant events or changes in the
business environment. If an operating unit has current operating
losses and based upon projections there is a likelihood that such
operating losses will continue, the Company will measure
impairment on the basis of undiscounted expected future cash
flows from operations before interest.
<PAGE> 42
<PAGE>
Cash Equivalents
For purposes of the Statement of Cash Flows, the Company
considers demand deposits and all highly liquid investments with
maturities of three months or less when purchased to be cash
equivalents.
<PAGE> 43
<PAGE>
Vishay Intertechnology, Inc.
Notes to Consolidated Financial Statements (continued)
1. Summary of Significant Accounting Policies (continued)
Research and Development Expenses
The amount charged to expense aggregated $7,205,000, $7,097,000,
and $7,149,000 for the years ended December 31, 1994, 1993, and
1992, respectively. The Company spends additional amounts for
the development of machinery and equipment for new processes and
for cost reduction measures.
Grants
Grants received from governments by certain foreign subsidiaries
are recognized as income when conditions for receipt are met. In
1994 and 1993, grants of $9,658,000 and $3,424,000 received from
the government of Israel, which were utilized to offset startup
costs of new facilities, were recognized as a reduction of costs
of products sold.
Earnings Per Share
Earnings per share is based on the weighted average number of
common shares and dilutive common equivalent shares (from the
assumed conversion of convertible subordinated debentures)
outstanding during the period. In October 1992, convertible
subordinated debentures were converted into 2,536,783 shares of
Common Stock. For the year ended December 31, 1992, where
assumed conversion of the debentures has a dilutive effect, net
earnings used in the computations are adjusted for interest
expense, net of income taxes, on the convertible subordinated
debentures. Earnings per share amounts for all periods presented
reflect 5% stock dividends paid on March 31, 1995, June 13, 1994,
June 11, 1993, and June 16, 1992. Earnings per share for all
years presented reflect the weighted effect of the issuance of
1,800,000 shares of Common Stock on December 24, 1992. Earnings
per share for the year ended December 31, 1994 reflect the
weighted effect of the issuance of 2,788,000 shares of Common
Stock on August 11, 1994.
Accounting Changes
In 1993, the Company changed its methods of accounting for income
taxes (Note 5) and postretirement benefits other than pensions
(Note 10).
<PAGE> 44
<PAGE>
Reclassifications
Certain prior-year amounts have been reclassified to conform with
the current presentation.
<PAGE> 45
<PAGE>
Vishay Intertechnology, Inc.
Notes to Consolidated Financial Statements (continued)
2. Acquisitions
In July 1994, the Company purchased all of the capital stock of
Vitramon, Incorporated and Vitramon Limited, U.K. (collectively,
"Vitramon") for $184,000,000 in cash. Vitramon is a leading
producer of multilayer ceramic chip capacitors with manufacturing
facilities primarily in the United States, France, Germany, and
the United Kingdom. In connection with the acquisition of
Vitramon, the Company borrowed an aggregate of $200,000,000 from
a group of banks, of which $100,000,000 was a bridge facility
that was subsequently paid off with proceeds from an equity
offering completed in August 1994 and $100,000,000 is a
nonamortizing term loan which is due in July 2001.
During January 1993, Vishay exercised its option to purchase the
remaining 81% of the outstanding share capital of Roederstein
GmbH, a passive electronic components manufacturer with
headquarters in Germany for 4,050,000 Deutsche Marks (DM)
($2,502,000) pursuant to an option agreement dated February 18,
1992. Vishay had acquired its initial 19% interest in
Roederstein on February 18, 1992 for DM 950,000 ($577,000). In
connection with the acquisition, Vishay refinanced all of
Roederstein's existing bank debt of DM 160,381,000 ($99,062,000).
Funds to refinance Roederstein's debt were provided by a DM
104,316,000 term loan with a group of banks, $20,000,000 borrowed
under an unsecured credit agreement, and borrowings under an
existing line of credit.
Effective January 1, 1992, the Company acquired the worldwide
tantalum capacitor and U.S. thick film resistor network
businesses of Sprague Technologies, Inc. Under the terms of the
purchase agreement, Vishay paid $127,000,000 cash, transferred to
Sprague real property with a fair value of $4,771,000, and
assumed certain liabilities relating to the businesses. Vishay
also entered into certain ancillary agreements with the seller,
including one-year sales and distribution agreements under which
Vishay received fees of $3,325,000 during 1992, which are
included in other income. The purchase price was funded
primarily from a $125,000,000 term loan facility.
The acquisitions have been accounted for under the purchase
method of accounting. The operating results of Vitramon,
Roederstein, and Sprague have been included in the Company's
<PAGE> 46
<PAGE>
consolidated results of operations from July 1, 1994, January 1,
1993, and January 1, 1992, respectively. Excess of cost over the
fair value of net assets acquired (Vitramon-- $105,967,000;
Roederstein--$46,355,000; Sprague--$19,534,000) is being
amortized on a straight-line basis over forty years.
Had the Vitramon acquisition been made at the beginning of 1993
and the Roederstein acquisition at the beginning of 1992, the
Company's pro forma unaudited results would have been (in
thousands, except per share amounts):
Year ended December 31
1994 1993 1992
_________________________________
Net sales $1,056,520 $ 974,666 $ 913,398
Net earnings (loss) 64,573 52,555 (22,992)
Earnings (loss) per
share $ 2.45 $ 2.00 $ (1.08)
<PAGE> 47
<PAGE>
Vishay Intertechnology, Inc.
Notes to Consolidated Financial Statements (continued)
2. Acquisitions (continued)
The unaudited pro forma results are not necessarily indicative of
the results that would have been attained had the acquisition
occurred at the beginning of 1993 or of results which may occur
in the future.
During 1992, Vishay provided Roederstein with management and
sales support, short-term working capital advances, and
assistance in renegotiating Roederstein's bank debt. Vishay also
assisted Roederstein in developing a cost-savings program
involving reductions in the Roederstein work force, including the
closing of an unprofitable division. Vishay recognized
consulting fees, which are included in other income, from
Roederstein of $2,307,000 for the year ended December 31, 1992
for its assistance to Roederstein.
3. Restructuring Expense and Unusual Items
Restructuring expenses of $6,659,000 for 1993 related to the
downsizing of some of the Company's European operations, which
was completed in 1994. Income from unusual items of $7,221,000
for 1993 represents insurance recoveries for business
interruption insurance claims.
4. Foreign Subsidiaries
The following amounts relating to foreign subsidiaries are
included in the consolidated financial statements (in thousands):
As of and for the year ended
December 31
1994 1993 1992
______________________________
Current assets $345,826 $239,371 $141,334
Current liabilities 158,213 135,003 81,532
Net property and equipment 337,334 258,279 127,740
Parent company equity in
net assets (including
intercompany accounts) 403,735 199,955 161,529
Sales to customers 492,833 429,578 258,226
Earnings after eliminating
intercompany earnings and
expenses 26,028 23,620 12,490
<PAGE> 48
<PAGE>
Vishay Intertechnology, Inc.
Notes to Consolidated Financial Statements (continued)
5. Income Taxes
Effective January 1, 1993, the Company changed its method of
accounting for income taxes from the deferred method to the
liability method required by FASB Statement No. 109, "Accounting
for Income Taxes." As permitted under the new rules, prior
years' financial statements have not been restated. The
cumulative effect of adopting Statement 109 as of January 1, 1993
was to increase net earnings by $1,427,000, or $.06 per share.
For financial reporting purposes, earnings before income taxes
and cumulative effect of accounting change includes the following
components (in thousands):
Year ended December 31
1994 1993 1992
______________________________
Pretax income:
Domestic $ 19,650 $ 13,136 $ 10,252
Foreign 54,466 37,758 27,672
______________________________
$ 74,116 $ 50,894 $ 37,924
______________________________
Significant components of income taxes attributable to continuing
operations are as follows (in thousands):
Liability Deferred
Method Method
______________________________
Year ended December 31
1994 1993 1992
______________________________
Current:
U.S. Federal $ 5,187 $ 3,032 $ 1,639
Foreign 3,251 2,706 2,521
State 882 332 502
______________________________
9,320 6,070 4,662
<PAGE> 49
<PAGE>
Deferred:
U.S. Federal 1,889 1,960 1,760
Foreign 3,858 36 832
State 102 180 257
______________________________
5,849 2,176 2,849
______________________________
$ 15,169 $ 8,246 $ 7,511
______________________________
Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used
<PAGE> 50<PAGE>
Vishay Intertechnology, Inc.
Notes to Consolidated Financial Statements (continued)
5. Income Taxes (continued)
for income tax purposes. Significant components of the Company's
deferred tax liabilities and assets are as follows (in
thousands):
December 31
1994 1993
______________________
Deferred tax liabilities:
Tax over book depreciation $ 61,023 $ 57,401
Other--net 11,762 2,685
______________________
Total deferred tax liabilities 72,785 60,086
______________________
Deferred tax assets:
Pension and other retiree
obligations 23,381 20,179
Net operating loss carry-
forwards 55,630 45,427
Restructuring reserves 5,865 7,354
Other accruals and reserves 10,842 12,300
______________________
Total deferred tax assets 95,718 85,260
Valuation allowance for
deferred tax assets (48,637) (41,516)
______________________
Net deferred tax assets 47,081 43,744
______________________
Net deferred tax liabilities $ 25,704 $ 16,342
______________________
<PAGE> 51
<PAGE>
For the year ended December 31, 1992, deferred income taxes
resulted from accelerated methods of depreciation used for tax
purposes ($2,494,000) and restructuring reserves ($2,012,000).
These amounts were partially offset by differences relating to
inventory valuation methods ($900,000) and other items
($757,000).
A reconciliation of income tax expense at the U.S. federal
statutory income tax rate to actual income tax expense is as
follows (in thousands):
Liability Deferred
Method Method
______________________________
Year ended December 31
1994 1993 1992
______________________________
Tax at statutory rate $ 25,941 $ 17,304 $ 12,894
State income taxes,
net of federal tax 684 396 501
Effect of foreign
income tax rates (12,782) (10,532) (5,649)
Effect of purchase
accounting adjust-
ments 828 717 939
Other 498 361 (1,174)
______________________________
$ 15,169 $ 8,246 $ 7,511
______________________________
<PAGE> 52
<PAGE>
Vishay Intertechnology, Inc.
Notes to Consolidated Financial Statements (continued)
5. Income Taxes (continued)
At December 31, 1994, the Company has net operating loss
carryforwards for tax purposes of approximately $119,478,000 in
Germany (no expiration date), $16,133,000 in France (expire
December 31, 1999), and $5,085,000 in Portugal (expire December
31, 1998). Approximately $96,457,000 of the carryforward in
Germany, and the full $5,085,000 in Portugal, resulted from the
Company's acquisition of Roederstein. For financial reporting
purposes, a valuation allowance of $48,637,000 has been
recognized to offset deferred tax assets related to German net
operating loss carryforwards. If tax benefits are recognized in
the future through reductions of the valuation allowance,
$40,887,000 of such benefits will reduce goodwill of acquired
companies. The valuation allowance increased from December 31,
1993 by $7,121,000 primarily due to increased German tax rates
and foreign currency translation which had the effect of
increasing the deferred tax asset for net operating loss
carryforwards.
At December 31, 1994, no provision has been made for U.S. federal
and state income taxes on approximately $217,034,000 of foreign
earnings which are expected to be reinvested indefinitely. Upon
distribution of those earnings in the form of dividends or
otherwise, the Company would be subject to both U.S. income taxes
(subject to an adjustment for foreign tax credits) and
withholding taxes payable to the various foreign countries.
Determination of the amount of unrecognized deferred U.S. income
tax liability is not practicable because of the complexities
associated with its hypothetical calculation.
Income taxes paid were $11,125,000, $6,933,000, and $5,729,000
for the years ended December 31, 1994, 1993, and 1992,
respectively.
<PAGE> 53
<PAGE>
Vishay Intertechnology, Inc.
Notes to Consolidated Financial Statements (continued)
6. Long-Term Debt
Long-term debt consisted of the following (in thousands):
December 31
1994 1993
______________________
Revolving Credit Loan $100,000 $ 47,000
Term Loan 97,500 102,500
Term Loan II 100,000 -
Deutsche Mark Revolving Credit
Loan 25,808 23,035
Deutsche Mark Term Loan - 10,948
Deutsche Mark Term Loan II 55,239 60,073
Unsecured Credit Agreement 20,000 20,000
Other Debt and Capital Lease
Obligations 38,917 33,979
______________________
437,464 297,535
Less current portion 35,127 30,536
______________________
$402,337 $266,999
______________________
<PAGE> 54<PAGE>
Vishay Intertechnology, Inc.
Notes to Consolidated Financial Statements (continued)
6. Long-Term Debt (continued)
As of December 31, 1994, five facilities were available under the
Company's amended and restated Revolving Credit and Term Loan and
Deutsche Mark Revolving Credit and Term Loan agreements with a
group of banks; a multicurrency revolving credit loan (interest
6.69% at December 31, 1994), a U.S. term loan (interest 7.00% at
December 31, 1994), an additional U.S. term loan (interest 7.13%
at December 31, 1994), a Deutsche Mark revolving credit loan
(interest 5.94% at December 31, 1994), and a Deutsche Mark term
loan (interest 6.25% at December 31, 1994). The terms of the
five facilities are summarized below. The first facility is a
$200,000,000 multicurrency revolving credit facility which is
available to the Company until December 31, 1997. The Company
has the right to request year-to-year renewals thereafter.
Interest is payable at prime plus 3/16% or at other interest rate
options. The Company is required to pay a commitment fee equal
to 1/8% per annum on the average unused line. The second
facility is a $97,500,000 term loan, with interest payable at
prime or at other interest rate options. Principal payments are
due as follows: 1995--$10,000,000; 1996--$10,000,000;
1997--$15,000,000; 1998-- $20,000,000; 1999--$20,000,000;
2000--$22,500,000. Additional principal payments may be required
based on excess cash flow as defined in the agreement. The third
facility is a $100,000,000 nonamortizing term loan which was used
for the purchase of Vitramon. The nonamortizing term loan is due
July 18, 2001. Interest is payable at prime or at other interest
rate options. The loan agreements also provide a German
subsidiary of the Company with two Deutsche Mark (DM)
facilities. The first DM facility is a DM 40,000,000
($25,808,000) revolving credit facility which is available until
December 31, 1997. The Company has the right to request
year-to-year renewals thereafter. Interest is based on DM market
rates plus 3/4%. The Company is required to pay a commitment fee
equal to 1/16% per annum on the average unused line. The second
DM facility is a DM 85,616,000 ($55,239,000) term loan. Interest
is based on DM market rates plus 7/8%. Principal payments of DM
34,100,000, 37,000,000, and 14,516,000 ($22,003,000, $23,874,000,
<PAGE> 55
<PAGE>
and $9,362,000) are due on or before December 31, 1995, 1996, and
1997, respectively. Additional principal payments may be
required based on excess cash flow as defined in the agreement.
Under the loan agreements, the Company is restricted from paying
cash dividends and must comply with other covenants, including
the maintenance of specific ratios. The Company is in compliance
with the restrictions and limitations under the terms of loan
agreements, as amended.
Borrowings under a $20,000,000 unsecured credit agreement with
First International Bank of Israel are at LIBOR plus 1-1/8%
(6.31% at December 31, 1994). Principal payments of $5,000,000,
$6,666,666, and $8,333,334 are due on or before December 31,
1997, 1998, and 1999, respectively.
<PAGE> 56<PAGE>
Vishay Intertechnology, Inc.
Notes to Consolidated Financial Statements (continued)
6. Long-Term Debt (continued)
Other debt and capital lease obligations include borrowings
under short-term credit lines of $28,800,000 and $14,500,000, at
December 31, 1994 and 1993, respectively. These borrowings are
classified as long-term based on the Company's intention and
ability to refinance such obligations on a long-term basis.
Aggregate annual maturities of long-term debt, excluding payments
which may be required based on excess cash flow, are as follows:
1995--$35,127,000; 1996--$36,166,000; 1997--$185,326,000;
1998--$27,432,000; 1999--$29,198,000; thereafter--$124,215,000.
At December 31, 1994, the Company has committed and uncommitted
short-term credit lines with various U.S. and foreign banks
aggregating $115,000,000, of which $56,000,000 was unused. The
weighted average interest rate on short-term borrowings
outstanding as of December 31, 1994 and 1993 was 6.03% and 6.85%,
respectively.
Interest paid was $24,150,000, $20,587,000, and $16,496,000 for
the years ended December 31, 1994, 1993, and 1992, respectively.
7. Stockholders' Equity
The Company's Class B Stock carries ten votes per share while the
Common Stock carries one vote per share. Class B shares are
transferable only to certain permitted transferees while the
Common Stock is freely transferable. Class B shares are
convertible on a one-for-one basis at any time to Common Stock.
Unearned compensation relating to Common Stock issued under
employee stock plans is being amortized over a 36-month period.
131,682 shares are available for issuance under stock plans at
December 31, 1994.
<PAGE> 57
<PAGE>
8. Other Income
Other income (expense) consists of the following (in thousands):
Year ended December 31
1994 1993 1992
______________________________
Foreign exchange gains
(losses) $ 440 $(1,382) $(1,594)
Investment income 229 722 1,565
Sales and distribution fees
from Sprague Technologies,
Inc. - - 3,325
Roederstein consulting fees - - 2,307
Other 247 783 (1,070)
______________________________
$ 916 $ 123 $ 4,533
______________________________
<PAGE> 58<PAGE>
Vishay Intertechnology, Inc.
Notes to Consolidated Financial Statements (continued)
9. Employee Retirement Plans
Three U.S. subsidiaries of Vishay, Dale Electronics, Inc.,
Sprague North Adams, Inc., and Vitramon, Inc., which was acquired
effective July 1, 1994, maintain defined benefit pension plans
(the "Plans"). Substantially all full-time employees of Dale and
Vitramon and hourly employees of Sprague's North Adams facility
are eligible to participate. The benefits under the Dale and
Vitramon Plans are based on the employees compensation during
all years of participation. The benefits under the Sprague Plan
are based on number of years of credited service. Effective
January 1994, the benefit service accruals were frozen under the
Sprague Plan.
The Plans are tax qualified subject to the minimum funding
requirements of ERISA. Employees participating in the Dale Plan
are required to contribute an amount based on annual earnings.
The Company's funding policy is to contribute annually amounts
that satisfy the funding standard account requirements of ERISA.
The assets of the Dale Plan are invested primarily in guaranteed
investment contracts issued by an insurance company and mutual
funds. The assets of the Sprague and Vitramon Plans are invested
primarily in fixed income securities and common stock.
Net pension cost for the Plans included the following components
(in thousands):
Year ended December 31
1994 1993 1992
____________________________
Annual service cost--
benefits earned for the
period $2,547 $2,233 $ 2,101
Less: Employee contributions 1,142 1,157 1,067
____________________________
Net service cost 1,405 1,076 1,034
Interest cost on projected
benefit obligation 5,153 4,732 4,206
Actual return on Plan assets (1,702) (5,270) (4,611)
Net amortization and deferral (3,349) 655 648
____________________________
Net pension cost $1,507 $1,193 $1,277
____________________________
The expected long-term rate of return on assets was 8.5% - 9.5%.
<PAGE> 59<PAGE>
Vishay Intertechnology, Inc.
Notes to Consolidated Financial Statements (continued)
9. Employee Retirement Plans (continued)
The following table sets forth the funded status of the Plans and
amounts recognized in the Company's financial statements (in
thousands):
December 31
1994 1993
______________________
Accumulated benefit obligation,
including vested benefits of
$66,601 and $61,671 $ 67,083 $ 62,448
______________________
Actuarial present value of projected
benefit obligations $(72,144) $(67,077)
Plan assets at fair value 62,513 56,262
______________________
Projected benefit obligations in
excess of Plan assets (9,631) (10,815)
Unrecognized loss from past experience
different from that assumed and
effects of changes in assumptions 3,904 5,085
Unrecognized prior service cost 1,067 1,300
Unrecognized net obligation at
transition date, being recognized
over 15 years 466 575
______________________
Accrued pension liability $ (4,194) $ (3,855)
______________________
The following assumptions have been used in the actuarial
determinations of the Plans:
1994 1993
______________________
Discount rate 8.25% 7.5%
Rate of increase in compensation
level 4.5% - 5.0% 4.5%
The Company's U.S. subsidiary, Measurements Group, Inc.,
<PAGE> 60
<PAGE>
maintains a defined contribution pension plan covering
substantially all full-time employees. Contributions are made
based on participants' compensation. Costs for this plan were
$547,000, $530,000, and $512,000 for the years ended December 31,
1994, 1993, and 1992, respectively. In addition, many of the
Company's U.S. employees are eligible to participate in 401(k)
Savings Plans, some of which provide for Company matching under
various formulas. The Company's matching expense for the plans
was $2,282,000, $1,996,000, and $1,894,000 for the years ended
December 31, 1994, 1993, and 1992, respectively.
The Company provides pension and similar benefits to employees of
certain foreign subsidiaries consistent with local practices.
German subsidiaries of the Company (including Roederstein, which
was acquired in January 1993) have noncontributory defined
benefit pension plans covering
<PAGE> 61<PAGE>
Vishay Intertechnology, Inc.
Notes to Consolidated Financial Statements (continued)
9. Employee Retirement Plans (continued)
management and employees. Pension benefits are based on years of
service. Net pension cost for the German Plans included the
following components (in thousands):
Year ended December 31
1994 1993 1992
____________________________
Annual service cost--benefits
earned for the period $ 138 $ 682 $ 122
Interest cost on projected
benefit obligation 4,496 4,521 757
Actual return on plan assets (1,039) (796) -
Net amortization and deferral 83 (86) (99)
____________________________
Net pension cost $3,678 $ 4,321 $ 780
____________________________
The expected long-term rate of return on assets was 2.0%.
The following table sets forth the funded status of the German
Plans and amounts recognized in the Company's financial
statements (in thousands):
December 31
1994 1993
______________________
Accumulated benefit obligation,
including vested benefits of
$69,910 and $60,326 $ 70,947 $ 63,002
______________________
Actuarial present value of projected
benefit obligations $(71,223) $(63,218)
Plan assets at fair value 13,585 11,540
______________________
<PAGE> 62
<PAGE>
Projected benefit obligations in
excess of plan assets (57,638) (51,678)
Unrecognized loss 4,240 6,810
Unrecognized prior service cost 590 391
Unrecognized net asset at transition
date, being recognized over 15 years (37) (37)
Additional minimum liability,
recognized as a reduction of stock-
holders equity (5,810) (7,279)
______________________
Accrued pension liability $(58,655) $(51,793)
______________________
The following assumptions have been used in the actuarial
determinations of the German Plans:
Discount rate 7.0%
Rate of increase in compensation levels 3.0%
<PAGE> 63<PAGE>
Vishay Intertechnology, Inc.
Notes to Consolidated Financial Statements (continued)
10. Postretirement Medical Benefits
The Company pays limited health care premiums for certain
eligible retired U.S. employees. Prior to 1993, the cost of
these benefits, which was not significant, was charged to expense
when the benefits were paid.
Effective January 1, 1993, the Company adopted FASB Statement No.
106, "Employers' Accounting for Postretirement Benefits Other
Than Pensions." Under this new standard, the Company recognizes
the cost of postretirement benefits over the active service
period of its employees. The Company's past practice was to
recognize these costs on a cash basis. The Company elected to
recognize the transition obligation, which represents the
previously unrecognized prior service cost, on a prospective
basis over a twenty-year period. Prior-year financial statements
have not been restated to apply the new standard.
Net postretirement benefit cost included in the following
components (in thousands):
December 31
1994 1993
______________________
Service cost $ 214 $ 351
Interest cost 453 713
Net amortization and deferral 230 424
______________________
Net postretirement benefit cost $ 897 $ 1,488
______________________
The 1993 cost information does not include the effects of Plan
amendments made at the end of 1993. Cash payments for these
benefits were $357,000 and $288,000 for the years ended December
31, 1994 and 1993, respectively. The Company continues to fund
postretirement medical benefits on a pay-as-you-go basis.
The status of the plan and amounts recognized in the Company's
consolidated balance sheet were as follows (in thousands):
<PAGE> 64
<PAGE>
December 31
1994 1993
______________________
Accumulated postretirement
benefit obligation:
Retirees $(2,173) $ (2,234)
Actives eligible to retire (1,104) (956)
Other actives (2,719) (3,028)
______________________
Total (5,996) (6,218)
Unrecognized loss 519 955
Unrecognized transition
obligation 3,849 4,063
______________________
Accrued postretirement benefit
liability $(1,628) $(1,200)
______________________
<PAGE> 65<PAGE>
Vishay Intertechnology, Inc.
Notes to Consolidated Financial Statements (continued)
10. Postretirement Medical Benefits (continued)
The accumulated postretirement benefit obligation reflects Plan
amendments made at the end of 1993 which capped employer
contributions for each participant at the 1993 dollar amounts.
The discount rates used in the calculations were 8.25% for 1994
and 7.5% for 1993.
11. Leases
Total rental expense under operating leases was $8,871,000,
$7,528,000, and $9,577,000 for the years ended December 31, 1994,
1993, and 1992, respectively.
Future minimum lease payments for operating leases with initial
or remaining noncancelable lease terms in excess of one year are
as follows: 1995--$6,608,000; 1996--$5,201,000;
1997--$3,653,000; 1998--$2,474,000; 1999--$1,987,000;
thereafter--$8,229,000.
12. Financial Instruments
Financial instruments with potential credit risk consist
principally of accounts receivable. Concentrations of credit
risk with respect to receivables are limited due to the Company's
large number of customers and their dispersion across many
countries and industries. At December 31, 1994 and 1993, the
Company had no significant concentrations of credit risk. The
amounts reported in the balance sheet for cash and cash
equivalents and for short-term and long-term debt approximate
fair value.
13. Subsequent Event
On March 3, 1995, the Board of Directors declared a 5% stock
dividend to be distributed on March 31, 1995 to shareholders of
record on March 17, 1995. The stock dividend has been reflected
in the December 31, 1994 consolidated balance sheet and share and
per share information have been retroactively restated throughout
the accompanying consolidated financial statements.
<PAGE> 66<PAGE>
<TABLE>
Vishay Intertechnology, Inc.
Notes to Consolidated Financial Statements (continued)
14. Segment and Geographic Information
Vishay operates in one line of business--the manufacture of
electronic components. Information about the Company's
operations in different geographic areas is as follows (in
thousands):
<CAPTION>
United States Europe Israel Other Elimination Consolidated
_____________ ______ ______ _____ ___________ ____________
<S> <C> <C> <C> <C> <C> <C>
Year ended
December 31, 1994
Net sales to
unaffiliated
customers $ 495,004* $466,552 $ 3,687 $ 22,594 $ - $ 987,837
Net sales
between
geographic
areas 25,339 65,705 139,615 - (230,659) -
Total net sales $ 520,343 $532,257 $143,302 $22,594 $(230,659) $ 987,837
Operating profit $ 43,889 $ 15,129 $ 45,091 $ 4,842 $ - $ 108,951
General corporate
expenses (10,066)
Interest expense (24,769)
Earnings before
income taxes and
cumulative effect
of accounting
change $ 74,116
Identifiable assets $ 555,418 $614,998 $141,218 $22,325 $ - $1,333,959
<PAGE> 67
<PAGE>
United States Europe Israel Other Elimination Consolidated
_____________ ______ ______ _____ ___________ ____________
Year ended
December 31, 1993
Net sales to
unaffiliated
customers $ 426,695* $407,527 $ 3,923 $18,127 $ - $ 856,272
Net sales between
geographic
areas 13,245 33,548 67,939 - (114,732) -
Total net sales $ 439,940 $441,075 $71,862 $18,127 $(114,732) $ 856,272
Operating profit $ 31,302 $ 11,932 $33,467 $ 3,100 $ - $ 79,801
General corporate
expenses (8,283)
Interest expense (20,624)
Earnings before
income taxes and
cumulative effect
of accounting
change $ 50,894
Identifiable assets $ 375,456 $470,434 $85,634 $16,582 $ - $ 948,106
</TABLE>
<PAGE> 68
<PAGE>
Vishay Intertechnology, Inc.
Notes to Consolidated Financial Statements (continued)
14. Segment and Geographic Information (continued)
United States Europe Israel Other Elimination Consolidated
_____________ ______ ______ _____ ___________ ____________
Year ended
December 31, 1992
_________________
Net sales to
unaffiliated
customers $395,249* $251,195 $ 3,762 $14,020 $ - $ 664,226
Net sales between
geographic
areas 14,070 15,232 50,341 - (79,643) _
Total net
sales $409,319 $266,427 $54,103 $14,020 $ (79,643) $ 664,226
Operating
profit $ 31,964 $ 11,765 $19,724 $ 429 $ - $ 63,882
General corporate
expenses (6,848)
Interest expense (19,110)
Earnings before
income taxes and
cumulative effect
of accounting
change $ 37,924
Identifiable
assets $346,938 $252,829 $47,658 $14,218 $ - $661,643
* Includes export sales of $107,196, $78,793, and $63,606 for the
years ended December 31, 1994, 1993, and 1992, respectively.
Sales between geographic areas are priced to result in operating profit which
approximates that earned on sales to unaffiliated customers. Operating profit
is total revenue less operating expenses. In computing operating profit,
general corporate expenses, interest expense, and income taxes were not
deducted.
<PAGE> 69
<PAGE>
<TABLE>
Vishay Intertechnology, Inc.
Notes to Consolidated Financial Statements (continued)
15. Summary of Quarterly Financial Information (Unaudited)
Quarterly financial information for the years ended December 31, 1994 and 1993 is as follows:
(In thousands, except per share amounts)
<CAPTION>
First Quarter Second Quarter Third Quarter Fourth Quarter Total Year
1994 1993 1994 1993 1994 1993 1994 1993 1994 1993
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net sales $226,015 $227,500 $226,683 $224,653 $260,963 $200,201 $274,176 $203,918 $987,837 $856,272
Gross profit 50,800 49,934 55,452 50,200 64,927 43,410 68,523 49,489 239,702 193,033
Earnings before
cumulative
effect
of accounting
change for
income taxes 12,658 11,038 14,226 12,082 14,561 10,696 17,502 8,832 58,947 42,648
Net earnings 12,658 12,465(1) 14,226 12,082 14,561 10,696 17,502 8,832 58,947 44,075
Eanirngs per
share (2):
Before cumulative
effect of
accounting
change $.54 $.47 $.61 $.51 $.58 $.46 $.67 $.38 $2.40 $1.82
Net earnings $.54 $.53(1) $.61 $.51 $.58 $.46 $.67 $.38 $2.40 $1.88
<FN>
(1) Included in net earnings for the first quarter of 1993 is a one-time tax
benefit of $1,427 or $.06 per share resulting from the adoption of
FASB Statement No. 109, "Accounting for Income Taxes."
(2) Adjusted to give retroactive effect to 5% stock dividends in March 1995, June 1994, and June 1993.
</TABLE>
<PAGE> 70<PAGE>
SIGNATURES
Pursuant to the requirement of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
VISHAY INTERTECHNOLOGY, INC.
March 29, 1995 /s/Felix Zandman
Felix Zandman, Chairman
of the Board, President,
Chief Executive Officer
& Director
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the
dates indicated below.
March 29, 1995 /s/Felix Zandman
Felix Zandman, Chairman
of the Board, Director,
President and Chief
Executive Officer
(Principal Executive Officer)
March 29, 1995 /s/Richard N. Grubb
Richard N. Grubb
Director, Vice President,
Treasurer and Chief
Financial Officer
(Principal Financial and
Accounting Officer)
March 29, 1995 /s/Donald G. Alfson
Donald G. Alfson, Director and
Vice President
President of Vishay Electronic
Components, U.S. and Asia
March 29, 1995 /s/Guy Brana
Guy Brana, Director
<PAGE> 71<PAGE>
March 29, 1995 /s/Avi D. Eden
Avi D. Eden, Director
March 29, 1995 /s/Robert A. Freece
Robert A. Freece, Director,
Senior Vice President
March 29, 1995 /s/Eli Hurvitz
Eli Hurvitz, Director
March 29, 1995 /s/Gerald Paul
Gerald Paul, Director and
Vice President
President of Vishay Electronic
Components, Europe
March 29, 1995 /s/Edward B. Shils
Edward B. Shils, Director
March 29, 1995 /s/Luella B. Slaner
Luella B. Slaner, Director
March 29, 1995 /s/Mark I. Solomon
Mark I. Solomon, Director
March 29, 1995 /s/Jean-Claude Tine
Jean-Claude Tine, Director
<PAGE> 72
<PAGE>
EXHIBIT INDEX
Page Number
Exhibit in Sequentially
No. Description Numbered Copy
2.1 Stock Purchase Agreement, dated July 12, 1994,
between Thomas & Betts Corporation and Vishay
Intertechnology, Inc. Incorporated by
reference to Exhibit (2.1) to the Current
Report on 8-K dated July 18, 1994.
2.2 Purchase and Sale Agreement, dated as of
November 14, 1991, among Sprague Technologies,
Inc., Sprague Electric Company and Vishay
Intertechnology, Inc. Incorporated by
reference to Exhibit 1 to the Current Report on
Form 8-K dated November 14, 1991.
3.1 Certificate of Incorporation of Registrant, as
amended and Certificate of Amendment of
Restated Certificate of Incorporation of
Registrant dated May 18, 1993. Incorporated by reference
to Exhibit 3.1 to Form 10-K file number 1-7416 for fiscal
year ended December 31, 1993 (the "1993 Form 10-K").
3.2 Amended and Restated Bylaws of Registrant.
Incorporated by reference to Exhibit 3.2 to
Registration Statement No. 33-13833 of
Registrant on Form S-2 under the Securities Act
of 1933 (the "Form S-2") and Amendment No. 1 to
Amended and Restated Bylaws of Registrant. Incorporated
by reference to Exhibit 3.2 to the 1993 Form 10-K.
10.1 Performance-Based Compensation Plan for Chief
Executive Officer of Registrant. Incorporated by
reference to Exhibit 10.1 to teh 1993 Form 10-K.
10.2 Amended and Restated Vishay Intertechnology,
Inc. $302,500,000 Revolving Credit and Term
Loan Agreement, dated as of July 18, 1994, by
and among Comerica Bank, NationsBank of North
Carolina, N.A., Berliner Handelsund Frankfurter
Bank, Signet Bank Maryland, CoreStates Bank,
N.A., Bank Hapoalim, B.M., ABN AMRO Bank N.V.,
Credit Lyonnais New York Branch, Meridian Bank,
Bank Leumi le-Israel, B.M. and Credit Suisse
(collectively, the "Banks"), Comerica Bank, as
agent for the Banks (the "Agent"), and Vishay
Intertechnology, Inc. ("Vishay"). Incorporated
by reference to Exhibit (10.1) to the Current
Report on Form 8-K dated July 18, 1994.
PAGE
<PAGE>
Page Number
Exhibit in Sequentially
No. Description Numbered Copy
10.3 Amended and Restated Vishay Beteiligungs GmbH
DM 40,000,000 Revolving Credit and DM 9,506,000
Term Loan Agreement, dated as of July 18, 1994,
by and among the Banks, the Agent and Vishay
Beteiligungs GmbH ("VBG"). Incorporated by
reference to Exhibit (10.2) to the Current
Report on Form 8-K dated July 18, 1994.
10.4 Amended and Restated Roederstein DM
104,315,990.20 Term Loan Agreement, dated as of
July 18, 1994, by and among the Banks, the
Agent, Vishay and VBG. Incorporated by
reference to Exhibit (10.3) to the Current
Report on Form 8-K dated July 18, 1994.
10.5 Vishay Intertechnology, Inc. $200,000,000
Acquisition Loan Agreement, dated as of July
18, 1994, by and among the Banks, the Agent and
Vishay. Incorporated by reference to Exhibit
(10.4) to the Current Report on Form 8-K dated
July 18, 1994.
10.6 Amended and Restated Guaranty by Vishay to the
Banks, dated July 18, 1994. Incorporated by
reference to Exhibit (10.5) to the Current
Report on Form 8-K dated July 18, 1994.
10.7 Amended and Restated (domestic) Guaranty by
Dale Holdings, Inc., Dale Electronics, Inc.,
Measurements Group, Inc., Vishay Sprague
Holdings Corp. and Sprague Sanford, Inc. to the
Banks, dated July 18, 1994. Incorporated by
reference to Exhibit (10.6) to the Current
Report on Form 8-K dated July 18, 1994.
10.8 Amended and Restated Permitted Borrowers
Guaranty by Vilna Equities Holding B.V., VBG,
Draloric Electronic GmbH, E-Sil Components
Ltd., Sfernice S.A. and Roederstein GmbH to the
Banks dated July 18, 1994. Incorporated by
reference to Exhibit (10.7) to the Current
Report on Form 8-K dated July 18, 1994.
10.9 Agreement between First International Bank of
Israel and Vishay Israel Ltd. dated January 28,
1993. Incorporated by reference to Exhibit
(10.4) to the Current Report on Form 8-K, dated
January 19, 1993.
<PAGE>
<PAGE>
Page Number
Exhibit in Sequentially
No. Description Numbered Copy
10.10 Amended and Restated Guaranty by Dale Holdings,
Inc., Dale Electronics, Inc., Bradford
Electronics, Inc., and Measurements Group, Inc.
to the Banks, dated as of January 29, 1993.
Incorporated by reference to Exhibit (10.6) to
the Current Report on Form 8-K, dated January
29, 1993.
10.11 Amended and Restated Permitted Borrowers
Guaranty by Vilna Equities Holding B.V., Visra
Electronics Financing, B.V., Draloric, E-Sil
Components, Ltd., Vishay Components (U.K.)
Limited, Sfernice, S.A., Ultronix, Inc., Techno
Components Corporation and Ohmtek, Inc. to the
Banks, dated as of January 29, 1993.
Incorporated by reference to Exhibit (10.7) to
the Current Report on Form 8-K, dated January
29, 1993.
10.12 Guaranty by Vishay Sprague, Inc., Sprague North
Adams, Sprague Sanford and Roederstein
Electronics, Inc. to the Banks, dated January
29, 1993. Incorporated by reference to Exhibit
(10.8) to the Current Report on Form 8-K, dated
January 29, 1993.
10.13 Purchase and Transfer Agreement concerning
Shares by and among, Mrs. Ute Roederstein, Mrs.
Cornelia Bodinka, nee Roederstein, Ms. Claudia
Roederstein, Mr. Jorg Roederstein, Mr. Till
Roederstein and Vishay dated February 18, 1992.
Incorporated by reference to Exhibit 10.2_ to
the Current Report on Form 8-K, dated February
18, 1992.
10.14 Notarial Offer for a Purchase and Transfer
Agreement concerning Shares by Mr. Till
Roederstein and Vishay Intertechnology, Inc.
dated February 18, 1992. Incorporated by
reference to Exhibit 10.3 to the Current Report
on Form 8-K, dated February 18, 1992.
10.15 Employment Agreement, dated as of March 15,
1985, between the Company and Dr. Felix
Zandman. Incorporated by reference to Exhibit
10.12 to the Form S-2.
<PAGE>
<PAGE>
Page Number
Exhibit in Sequentially
No. Description Numbered Copy
10.16 1986 Employee Stock Plan of the Company.
Incorporated by reference to Exhibit 4 to the
Company's Registration Statement on Form S-8
(No. 33-7850).
10.17 1986 Employee Stock Plan of Dale Electronics,
Inc. Incorporated by reference to Exhibit 4 to
the Company's Registration Statement on Form S-
8 (No. 33-7851).
10.18 Money Purchase Plan Agreement of Measurements
Group, Inc. Incorporated by reference to
Exhibit 10(a)(6) to Amendment No. 1 to the
Company's Registration Statement on Form S-7
(No. 2-69970).
10.19 Lease of Concord Facility, dated February 14,
1992. Incorporated by reference to Exhibit
(10.4) to the Current Report on Form 8-K, dated
February 14, 1992.
10.20 Non-Competition Agreement among Sprague
Technologies, Inc., Sprague Electric Company
and Vishay Intertechnology, Inc., dated
February 14, 1992. Incorporated by reference
to Exhibit (10.7) to the Current Report on Form
8-K, dated February 14, 1992.
11. Statement regarding Computation of Per Share
Earnings.
22. Subsidiaries of the Registrant.
23. Consent of Independent Auditors.
27. Financial Data Schedule.
<PAGE>
<PAGE>
Exhibit 11
<TABLE>
Vishay Intertechnology, Inc.
Statement Regarding Computation of
Per Share Earnings
(In thousands, except per share amounts)
<CAPTION>
PRIMARY AND FULLY DILUTED Year Ended December 31
EARNINGS PER SHARE: 1994 1993 1992
_____________________________
<S> <C> <C> <C>
Weighted average number of
common shares outstanding 24,549 23,403 19,039
Effect of assumed conversion
of convertible subordinated
debentures 2,312
_____________________________
Total 24,549 23,403 21,351
Earnings before cumulative effect
of accounting change $58,947 $42,648 $30,413
Cumulative effect of accounting
change for income taxes 1,427
_____________________________
Net Earnings 58,947 44,075 30,413
_____________________________
Add interest on convertible
subordinated debentures,
net of income tax effect 2,721
_____________________________
Total $58,947 $44,075 $33,134
_____________________________
Earnings per share:
Before cumulative effect of
accounting change $2.40 $1.82 $1.55
Accounting change for income taxes -- 0.06 --
_____________________________
Net earnings per share $2.40 $1.88 $1.55
_____________________________
</TABLE>
<PAGE>
<PAGE>
Exhibit 22
COMPANY SUBSIDIARIES
(As of December 31, 1994)
Name Jurisdiction Ownership
Nippon Vishay, K.K. Japan 100%
Vishay F.S.C., Inc. U.S. Virgin Islands 100%
VSH Holdings, Inc. Delaware 100%
Roederstein Electronics, Inc. Delaware 100%
Measurements Group, Inc. Delaware 100%
Measurements Group GmbH Germany 100%
Grupo Da Medidas Iberica S.L. Spain 100%
Vishay Micromesures SA France 100%
Vishay Acquisition Holdings Corp. Delaware 100%
Vitramon, Incorporated Delaware 100%
Vitramon Pty. Limited (Australia) Australia 100%
Vitramon Japan Limited Japan 100%
Vitramon do Brasil Ltda. Brazil 100%
Vitramon Singapore Singapore 100%
Vishay Israel Limited Israel 100%
Z.T.R. Electronics Ltd. Israel 100%
Vishay International Trade Ltd. Israel 100%
Dale Israel Electronics
Industries, Ltd. Israel 100%
Draloric Israel Ltd. Israel 100%
V.I.E.C. Ltd. Israel 100%
Vilna Equities Holding, B.V. Netherlands 100%
Visra Electronics Financing B.V. Netherlands 100%
Measurements Group (UK) Ltd. U.K. 100%
Vishay Europe GmbH Germany 65.7%
by Vishay Israel
27.3% by Vishay
5.5% by Vilna
1.5% by Dale
Draloric Electronic, GmbH Germany 100%
Draloric Electronic SPOL S RO Czech Republic 100%
Roederstein GmbH Germany 100%
Vitramon, GmbH Germany 100%
Roederstein-Produktionsgesellschaft Germany 100%
GmbH
Roederstein Electronics
Portugal Lda. Portugal 100%
Roederstein Bauelemente
Vertrieb GmbH Germany 70%
Roederstein Bauelemente
Vertrieb A.G. Germany 100%
Roederstein Vertrieb
Elektronischer Austria 77.78%
<PAGE>
<PAGE>
Bauelemente Ges. mbH
Klevestav-Roederstein
Festigheter AB Sweden 50%
Djie Roederstein Electronische Netherlands 40%
Onderdelen B.V.
N.V. Roederstein Electronics Belgium 48%
Components S.A.
Fabrin-Roederstein A.S. Denmark 40%
OY OKAB-Roederstein AB Finland 44.4%
Roederstein Finland OY Finland 40%
ROGIN Electronic S.A. Spain 33%
Roederstein Norge AS Norway 40%
Roederstein-Hilfe-GmbH Germany 100%
Sfernice S.A. France 99.8%
Vitramon, France France 100%
Vishay Composants Electroniques France 97.94%
Nicolitch S.A. France 100%
Gravures Industrielles France 100%
Mulhousiennes S.A.
Sfernice Ltd. U.K. 100%
Aztronic S.A. France 100%
Ultronix, Inc. Delaware 100%
Ohmtek, Inc. New York 100%
Techno Components Corp. Delaware 100%
E-Sil Components Ltd. U.K. 100%
Vitramon, U.K. U.K. 100%
Vishay Components (UK) Ltd. U.K. 100%
Steatite-Roederstein, Ltd. England 100%
Grued Corp. Delaware 100%
Con-Gro, Corp. Delaware 100%
Gro-Con, Inc. Delaware 100%
Angstrohm Precision, Inc. Delaware 100%
Angstrohm Holdings, Inc. Delaware 100%
Alma Components Ltd. Guernsey 100%
Vishay Resistor Products
(UK) Ltd. U.K. 100%
Heavybarter, Unlimited U.K. 100%
Vishay-Mann Limited U.K. 100%
Dale Holdings, Inc. Delaware 100%
Dale Electronics, Inc. Delaware 100%
Componentes Dale
de Mexico S.A. de C.V. Mexico 100%
Electronica Dale de
Mexico S.A. de C.V. Mexico 100%
Vishay Electronic Components Singapore 100%
Asia Pte., Ltd.
Jefel de Mexico S.A. de C.V. Mexico 100%
Nytron Inductors, Inc. South Carolina 100%
The Colber Corporation New Jersey 100%
Dale Test Laboratories, Inc. South Dakota 100%
Angstrohm Precision, Inc. Maryland 100%
Bradford Electronics, Inc. Delaware 100%
PAGE
<PAGE>
Vishay Sprague Holdings Corp. Delaware 100%
Sprague Palm Beach, Inc. Delaware 100%
Sprague North Adams, Inc. Massachusetts 100%
Sprague Sanford, Inc. Maine 100%
Vishay Sprague, Inc. Delaware 100%
Sprague France S.A. France 100%
Vishay Sprague Canada
Holdings, Inc. Canada 100%
Sprague Electric of
Canada, Ltd. Canada 100%
___________________
Note: Names of Subsidiaries are indented under name of Parent.
<PAGE>
<PAGE>
Exhibit 23
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statements (Form S-8 No. 33-7850 and No. 33-7851) pertaining to
the 1986 Employee Stock Plan of Vishay Intertechnology, Inc. and
the 1986 Employee Stock Plan of Dale Electronics Inc. and in the
related Prospectuses of our report dated February 8, 1995,
(except for Note 13, as to which the date is March 3, 1995) with
respect to the consolidated financial statements of Vishay
Intertechnology, Inc. included in the Annual Report (Form 10-K)
for the year ended December 31, 1994.
Ernst & Young LLP
Philadelphia, Pennsylvania
March 29, 1995
<PAGE>
<PAGE>
[ARTICLE]
[LEGEND]
[RESTATED]
[CIK]
[NAME]
[MULTIPLIER] 1,000
[CURRENCY]
[FISCAL-YEAR-END] 12-31-94
[PERIOD-START]
[PERIOD-END] 12-31-94
[PERIOD-TYPE] YEAR
[EXCHANGE-RATE]
[CASH] 26,857
[SECURITIES]
[RECEIVABLES] 173,991
[ALLOWANCES] (8,803)
[INVENTORY] 303,607
[CURRENT-ASSETS] 560,561
[PP&E] 733,962
[DEPRECIATION] (201,671)
[TOTAL-ASSETS] 1,333,959
[CURRENT-LIABILITIES] 232,239
[BONDS]
[COMMON] 2,257
[PREFERRED-MANDATORY]
[PREFERRED]
[OTHER-SE] 562,831
[TOTAL-LIABILITY-AND-EQUITY] 1,333,959
[SALES] 987,837
[TOTAL-REVENUES] 987,837
[CGS] 748,135
[TOTAL-COSTS] 748,135
[OTHER-EXPENSES] 140,817
[LOSS-PROVISION]
<INTEREST EXPENSE> 24,769
[INCOME-PRETAX] 74,116
[INCOME-TAX] 15,169
[INCOME-CONTINUING] 58,947
[DISCONTINUED]
[EXTRAORDINARY]
[CHANGES]
[NET-INCOME] 58,947
[EPS-PRIMARY] 2.40
[EPS-DILUTED] 2.40
<PAGE>
