<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
/x/ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1998
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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 (I.R.S. Employer Identification
of incorporation or organization) Number)
63 Lincoln Highway, Malvern, Pennsylvania 19355
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (610) 644-1300
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 (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 / /
As of May 14, 1998 registrant had 56,487,528 shares of its Common Stock and
7,925,394 shares of its Class B Common Stock outstanding.
<PAGE> 2
VISHAY INTERTECHNOLOGY, INC.
FORM 10-Q MARCH 31, 1998
CONTENTS
Page No.
--------
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Condensed Balance Sheets - 3-4
March 31, 1998 and December 31, 1997
Consolidated Condensed Statements of 5
Operations - Three Months Ended
March 31, 1998 and 1997
Consolidated Condensed Statements of 6
Cash Flows - Three Months Ended
March 31, 1998 and 1997
Notes to Consolidated Condensed 7-9
Financial Statements
Item 2. Management's Discussion and Analysis 10-15
of Financial Condition and Results of
Operations
PART II. OTHER INFORMATION 16
<PAGE> 3
VISHAY INTERTECHNOLOGY, INC. AND SUBSIDIARIES
Consolidated Condensed Balance Sheets
(Unaudited - In thousands)
<TABLE>
<CAPTION>
March 31 December 31
ASSETS 1998 1997
----------- -----------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 79,932 $ 55,263
Accounts receivable 286,508 186,687
Inventories:
Finished goods 184,146 158,933
Work in process 145,462 84,245
Raw materials 116,633 96,193
Prepaid expenses and other current assets 214,388 64,650
----------- -----------
TOTAL CURRENT ASSETS 1,027,069 645,971
PROPERTY AND EQUIPMENT - AT COST
Land 52,991 41,378
Buildings and improvements 256,773 230,772
Machinery and equipment 965,779 744,983
Construction in progress 74,432 50,400
Allowance for depreciation (374,304) (358,391)
----------- -----------
975,671 709,142
GOODWILL 382,988 286,923
OTHER ASSETS 98,887 77,612
----------- -----------
$ 2,484,615 $ 1,719,648
=========== ===========
</TABLE>
<PAGE> 4
<TABLE>
<CAPTION>
March 31 December 31
LIABILITIES AND STOCKHOLDERS' EQUITY 1998 1997
----------- -----------
<S> <C> <C>
CURRENT LIABILITIES
Notes payable to banks $ 31,764 $ 29,926
Trade accounts payable 104,669 47,925
Payroll and related expenses 71,072 44,039
Other accrued expenses 118,094 52,485
Income taxes 18,950 12,003
Current portion of long-term debt 1,295 4,459
----------- -----------
TOTAL CURRENT LIABILITIES 345,844 190,837
LONG-TERM DEBT 880,595 347,463
DEFERRED INCOME TAXES 43,506 41,701
DEFERRED INCOME 58,649 59,300
OTHER LIABILITIES 84,966 56,217
ACCRUED PENSION COSTS 106,004 64,482
STOCKHOLDERS' EQUITY
Common stock 5,648 5,646
Class B common stock 793 793
Capital in excess of par value 920,725 920,165
Retained earnings 92,123 75,587
Accumulated other comprehensive income (53,155) (41,899)
Unearned compensation (1,083) (644)
----------- -----------
965,051 959,648
----------- -----------
$ 2,484,615 $ 1,719,648
=========== ===========
</TABLE>
See notes to consolidated condensed financial statements.
<PAGE> 5
VISHAY INTERTECHNOLOGY, INC. AND SUBSIDIARIES
Consolidated Condensed Statements of Operations
(Unaudited - In thousands except earnings per share)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1998 1997
--------- ---------
<S> <C> <C>
Net sales $ 348,744 $ 273,262
Costs of products sold 263,540 207,658
--------- ---------
GROSS PROFIT 85,204 65,604
Selling, general, and administrative expenses 45,934 33,919
Amortization of goodwill 2,273 1,517
--------- ---------
OPERATING INCOME 36,997 30,168
Other income (expense):
Interest expense (8,228) (3,701)
Other (5,479) 547
--------- ---------
(13,707) (3,154)
--------- ---------
EARNINGS BEFORE INCOME TAXES 23,290 27,014
Income taxes 6,754 7,356
--------- ---------
NET EARNINGS $ 16,536 $ 19,658
========= =========
Basic and diluted earnings per share $ 0.26 $ 0.31
========= =========
Weighted average shares outstanding - assuming dilution 64,408 64,364
</TABLE>
See notes to consolidated condensed financial statements.
<PAGE> 6
VISHAY INTERTECHNOLOGY, INC. AND SUBSIDIARIES
Consolidated Condensed Statements of Cash Flows
(Unaudited - In thousands)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1998 1997
--------- --------
<S> <C> <C>
OPERATING ACTIVITIES
Net earnings $ 16,536 $ 19,658
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation and amortization 27,739 19,650
Other (7,584) 475
Changes in operating assets and liabilities (28,797) 8,764
--------- --------
NET CASH PROVIDED BY OPERATING ACTIVITIES 7,894 48,547
INVESTING ACTIVITIES
Purchases of property and equipment-net (34,165) (18,477)
Purchase of businesses, net of cash acquired (479,079) --
--------- --------
NET CASH USED IN INVESTING ACTIVITIES (513,244) (18,477)
FINANCING ACTIVITIES
Net proceeds(payments) on revolving credit lines 526,223 (17,728)
Proceeds from long-term borrowings 3,104 193
Payments on long-term borrowings (1,081) (3,979)
Net proceeds on short-term borrowings 2,118 9,322
--------- --------
NET CASH PROVIDED(USED) BY
FINANCING ACTIVITIES 530,364 (12,192)
Effect of exchange rate changes on cash (345) (2,494)
--------- --------
INCREASE IN CASH AND
CASH EQUIVALENTS 24,669 15,384
Cash and cash equivalents at beginning of period 55,263 20,945
--------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 79,932 $ 36,329
========= ========
</TABLE>
See notes to consolidated condensed financial statements.
<PAGE> 7
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
MARCH 31, 1998
Note 1: Basis of Presentation
The accompanying unaudited consolidated condensed financial statements have been
prepared in accordance with the instructions to Form 10-Q and therefore do not
include all information and footnotes necessary for presentation of financial
position, results of operations, and cash flows required by generally accepted
accounting principles for complete financial statements. The information
furnished reflects all adjustments (consisting of normal recurring adjustments)
which are, in the opinion of management, necessary for a fair summary of the
financial position, results of operations and cash flows for the interim periods
presented. The financial statements should be read in conjunction with the
financial statements and notes thereto filed with Form 10-K for the year ended
December 31, 1997.
Note 2: Earnings Per Share
The number of shares used in the calculation of basic earnings per common share
was 64,329,000 in 1998 and 64,313,000 in 1997. The number of shares used in the
calculation of diluted earnings per common share was 64,408,000 in 1998 and
64,364,000 in 1997. Options to purchase 1,160,000 shares of common stock at
prices ranging from $24.03 to $43.19 per share were outstanding during 1998 and
1997, respectively, but were not included in the computation of diluted earnings
per share because the options' exercise price was greater than the average
market price of the common shares. Earnings per share amounts for all periods
presented reflect a 5% stock dividend paid on June 9, 1997.
Note 3: Acquisitions
On March 2, 1998, the Company completed its purchase of 80.4% of the capital
stock of Siliconix Incorporated (NASDAQ:SILI) and 100% of the capital stock of
TEMIC Semiconductor GmbH for approximately $500,000,000 in cash. TEMIC's and
Siliconix' businesses involve the design, manufacture, and sale of integrated
circuits ( the IC Division) and discrete active components. On March 4, 1998,
the Company sold the IC Division for approximately $110,000,000. The discrete
active components business is conducted primarily in the United States, Germany,
Austria, and Asia.
The purchase of TEMIC and Siliconix("TEMIC") was funded from the Company's $1.1
billion revolving credit facilities made available to Vishay on March 2, 1998.
The acquisition was accounted for under the purchase method of accounting.
Under purchase accounting, the assets and liabilities of Temic and Siliconix are
required to be adjusted from historical amounts to their estimated fair values.
Purchase accounting adjustments have
<PAGE> 8
been preliminarily estimated by management based upon currently available
information. There can be no assurance, however, that estimated adjustments
represent the final purchase accounting adjustments that will be ultimately
determined. Management is waiting for the results of appraisals and other
information that will be required to determine the final purchase allocation.
The results of operations of TEMIC and Siliconix have been included in the
Company's results from March 1, 1998. Excess of cost over the fair value of
assets acquired is approximately $106,059,000 and is being amortized on a
straight-line method over an estimated useful life of forty years.
In July 1997, the Company purchased 65% of the common stock of Lite-On Power
Semiconductor Corporation (LPSC), a Republic of China (Taiwan) company, for
$130,000,000 in cash and stock appreciation rights with a fair value of
$8,200,000. LPSC is a producer of discrete active electronic components with
manufacturing facilities in Taiwan, China and the United States. LPSC owns 40.2%
of Diodes, Inc.(AMEX:DIO), a public company traded on the American Stock
Exchange. The Company utilized existing credit facilities to finance the cash
portion ($130,000,000) of the purchase price. The acquisition was accounted for
under the purchase method of accounting.
The results of operations of LPSC have been included in the Company's results
from July 1, 1997. Excess of cost over the fair value of net assets acquired
($110,978,000) is being amortized on a straight-line method over an estimated
useful life of forty years.
Had the TEMIC, Siliconix and LPSC acquisitions been made at the beginning of
1997, the Company's pro forma unaudited results for the three months ended March
31, 1998 and 1997 would have been (in thousands, except per share amounts):
<TABLE>
<CAPTION>
Three Months Ended
March 31
1998 1997
---- ----
<S> <C> <C>
Net sales $431,196 $412,375
Net earnings $ 14,762 $ 18,570
Basic and diluted earnings per share $ 0.23 $ 0.29
</TABLE>
The unaudited pro forma results are not necessarily indicative of the results
that would have been attained had the acquisitions occurred at the beginning of
1997 or of future results.
Note 4: Recently Issued Accounting Pronouncements
As of January 1, 1998, the Company adopted Statement of Financial Accounting
Standards No. 130, "Reporting Comprehensive Income" (SFAS 130). SFAS 130
establishes rules for the reporting and presentation of comprehensive income and
its components. SFAS 130 requires foreign currency translation adjustments and
the additional minimum pension liability, which prior to adoption were
<PAGE> 9
reported separately in stockholders' equity, to be included in other
comprehensive income. The accumulated foreign currency translation adjustment
and the additional minimum pension liability as of December 31, 1997 have been
reclassified to conform to the requirements of SFAS 130. The adoption of SFAS
130 did not impact the Company's net income or total stockholders' equity. For
the three months ended March 31, 1998 and 1997, total comprehensive
income-(loss) amounted to $5,280,000 and $(7,599,000), respectively.
<PAGE> 10
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Results of Operations
Income statement captions as a percentage of sales and the effective tax rates
were as follows:
<TABLE>
<CAPTION>
Three Months Ended
March 31
1998 1997
---- ----
<S> <C> <C>
Costs of products sold 75.6% 76.0%
Gross profit 24.4 24.0
Selling, general and
administrative expenses 13.2 12.4
Operating income 10.6 11.0
Earnings before income taxes 6.7 9.9
Effective tax rate 29.0 27.2
Net earnings 4.7 7.2
</TABLE>
Net sales for the quarter ended March 31, 1998 increased $75,482,000 or 27.6%
from the comparable period of the prior year. The increase in net sales relates
primarily to the acquisitions of TEMIC and LPSC. Net sales of TEMIC and LPSC for
the quarter ended March 31, 1998 were $49,947,000 and $18,783,000, respectively.
Exclusive of TEMIC and LPSC, net sales would have increased by $6,752,000 or
2.5%. The strengthening of the U.S. dollar against foreign currencies for the
quarter ended March 31, 1998 in comparison to the prior year's quarter, resulted
in a decrease in reported sales of $11,230,000.
Costs of products sold for the quarter ended March 31, 1998 was 75.6% of net
sales, as compared to 76.0% for the comparable prior year period. Gross profit,
as a percentage of net sales, for the quarter ended March 31, 1998 increased
from the comparable prior year period mainly due to the acquisition of TEMIC,
which recorded a gross profit margin of 28.2% for the month ended March 31,
1998.
Israeli government grants, recorded as a reduction of costs of products sold,
were $3,043,000 for the quarter ended March 31, 1998 as compared to $2,624,000
for the comparable prior year period. 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. Deferred income at March 31, 1998 relating to
Israeli government grants was $58,649,000 as compared to $59,300,000 at December
31, 1997.
Selling, general, and administrative expenses for the quarter ended March 31,
1998 were 13.2% of net sales, as compared to 12.4% for the comparable prior year
period. The increase in the selling, general and administrative expenses was
primarily due to the TEMIC acquisition, which is currently running at a rate of
18.3% of net
<PAGE> 11
sales. Exclusive of TEMIC and LPSC`s selling, general, and administrative
expenses, the Company's expenses, as a percentage of net sales, would have been
12.4% for the quarter ended March 31, 1998.
Interest costs increased by $4,527,000 for the quarter ended March 31, 1998,
from the comparable prior year period, primarily due to the increase in bank
borrowings necessary to fund the TEMIC and LPSC acquisitions. The Company had
net borrowings of $390,000,000 and $130,000,000, respectively, from a group
of banks to finance the acquisitions of TEMIC and LPSC.
Other income decreased by $6,026,000 for the quarter ended March 31, 1998 as
compared to the prior year period primarily due to a noncash loss of $6,269,000
relating to a forward exchange contract (entered into to set the purchase price
in connection with the TEMIC acquisition, since the purchase price was
denominated in German Marks and payable in U.S. Dollars).
The effective tax rate for the quarter ended March 31, 1998 was 29.0% as
compared to 27.2% for the comparable prior year period. The increase in the tax
rate for the quarter ended March 31, 1998 was due primarily to the TEMIC
acquisition which recorded income in higher tax rate countries. The continuing
effect of low tax rates in Israel (as compared to the statutory rate in the
United States) has been to increase net earnings by $3,370,000 and $1,520,000
for the quarters ended March 31, 1998 and 1997, respectively. The more favorable
Israeli tax rates are applied to specific approved projects and normally
continue to be available for a period of ten years.
Financial Condition
Cash flows from operations were $7,894,000 for the quarter ended March 31, 1998
compared to $48,547,000 for the prior year's period. The decrease in cash flows
from operations is attributable to: i) a decrease in net earnings for the
quarter ended March 31, 1998 as compared to the quarter ended March 31, 1997;
ii) a decrease in accrued expenses due to payments on restructuring programs
instituted at Vishay over the last eighteen months and iii) an increase in
receivables. Net purchases of property and equipment for three months ended
March 31, 1998 were $34,165,000 compared to $18,477,000 in the prior year's
period. Net cash provided by financing activities of $530,364,000 for the three
months ended March 31, 1998 includes approximately $500,000,000 used to finance
the acquisition of TEMIC. On April 8, 1998, the Company received approximately
$100,000,000 in connection with the sale of the IC Division of TEMIC and used
the proceeds to pay down debt.
The Company incurred restructuring expense of $12,605,000 for the year ended
December 31, 1997. Approximately $10,357,000 of this expense related to employee
termination costs covering approximately 324 employees located in Germany and
France. As of March 31, 1998, approximately 58 of such employees have been
<PAGE> 12
terminated and $2,100,000 of the termination costs have been paid. The
restructuring plan is expected to be completed by the end of 1998. In connection
with the acquisition by Vishay, Temic and Siliconix recorded restructuring
liabilities charges of $39,051,000. The balance of $28,665,000 is reflected in
the consolidated financial statements and is expected to be paid out in the next
year. At March 31, 1998, $54,711,000 of restructuring costs are included in
other accrued expenses.
The Company's financial condition at March 31, 1998 is strong, with a current
ratio of 2.97 to 1. The Company's ratio of long-term debt (less current portion)
to stockholders' equity was .91 to 1 at March 31, 1998 and .36 to 1 at December
31, 1997.
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 does not have 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.
Safe Harbor Statement
From time to time, information provided by the Company, including but not
limited to statements in this report, or other statements made by or on behalf
of the Company, may contain "forward-looking" information within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Such statements involve a number of risks and
uncertainties. The Company's actual results could differ materially from those
discussed in the forward-looking statements. The cautionary statements set forth
below identify important factors that could cause actual results to differ
materially from those in any forward-looking statements made by or on behalf of
the Company.
- The Company offers a broad variety of products and
services to its customers. Changes in demand for, or
in the mix of, products and services comprising
revenues could cause actual operating results to vary
from those expected.
- The Company's future operating results are dependent,
in part, on its ability to develop, produce and
market new and innovative products, to convert
existing products to surface mount devices and to
customize certain products to meet customer
requirements. There are numerous risks inherent in
this complex process, including the need for the
Company to timely bring to market new products and
<PAGE> 13
applications to meet customers' changing needs.
- The Company operates in a highly competitive
environment, which includes significant competitive
pricing pressures and intense competition for entry
into new markets.
- A slowdown in demand for passive electronic
components or recessionary trends in the global
economy in general or in specific countries or
regions where the Company sells the bulk of its
products, such as the U.S., Germany, France or the
Pacific Rim, could adversely impact the Company's
results of operations.
- Many of the orders in the Company's backlog may be
canceled by its customers without penalty. Customers
may on occasion double and triple order components
from multiple sources to insure timely delivery when
backlog is particularly long. The Company's results
of operations may be adversely impacted if customers
were to cancel a material portion of such orders.
- Approximately 57% of the Company's revenues are
derived from operations and sales outside the United
States. As a result, currency exchange rate
fluctuations, inflation, changes in monetary policy
and tariffs, potential changes in laws and
regulations affecting the Company's business in
foreign jurisdictions, trade restrictions or
prohibitions, intergovernmental disputes, increased
labor costs and reduction or cancellation of
government grants, tax benefits or other incentives
could impact the Company's results of operations.
- Specifically, as a result of the increased production
by the Company's operations in Israel over the past
several years, the low tax rates in Israel (as
compared to the statutory rates in the U.S.) have had
the effect of increasing the Company's net earnings.
In addition, the Company takes advantage of certain
incentive programs in Israel in the form of grants
designed to increase employment in Israel. Any
significant increase in the Israeli tax rates or
reduction or elimination of any of the Israeli grant
programs could have an adverse impact on the
Company's results of operations.
- The Company may experience underutilization of
certain plants and factories in high labor cost
regions and capacity constraints in plants and
factories located in low labor cost regions,
resulting initially in production inefficiencies and
higher costs. Such costs include those associated
with work force reductions and plant closings in the
higher labor cost regions and start-up expenses,
manufacturing and construction delays, and increased
depreciation costs in connection with the start of
production in new plants and expansions in lower
labor cost regions. Moreover, capacity constraints
may limit
<PAGE> 14
the Company's ability to continue to meet demand for
any of the Company's products.
- When the Company restructures its operations in
response to changing economic conditions,
particularly in Europe, labor unrest or strikes may
occur, which could have an adverse effect on the
Company.
- The Company's results of operations may be adversely
impacted by (i) difficulties in obtaining raw
materials, supplies, power, natural resources and any
other items needed for the production of the
Company's products; (ii) the effects of quality
deviations in raw materials, particularly tantalum
powder, palladium and ceramic dielectric materials;
and (iii) the effects of significant price increases
for tantalum or palladium, or an inability to obtain
adequate supplies of tantalum or palladium from the
limited number of suppliers.
- The Company's historic growth in revenues and net
earnings have resulted in large part from its
strategy to expand through acquisitions. However,
there is no assurance that the Company will find or
consummate transactions with suitable acquisition
candidates in the future. From time to time, when the
Company is in the process of pursuing a strategic
acquisition, the Company or the acquisition target
may feel compelled for securities and other legal
reasons to announce the potential acquisition or the
Company's desire to enter into a certain market prior
to entering into formal agreements. As a result,
there can be no assurance that the Company will
consummate any such acquisition.
- The Company's strategy also focuses on the reduction
of selling, general and administrative expenses
through the integration or elimination of redundant
sales offices and administrative functions at
acquired companies and achievement of significant
production cost savings through the transfer and
expansion of manufacturing operations to lower cost
regions such as Israel, Mexico, Portugal, the Czech
Republic, Taiwan and the People's Republic of China.
The Company's inability to achieve any of these goals
could have an adverse effect on the Company's results
of operations.
- The Company may be adversely affected by the costs
and other effects associated with (i) legal and
administrative cases and proceedings (whether civil,
such as environmental and product-related, or
criminal); (ii) settlements, investigations, claims,
and changes in those items; (iii) developments or
assertions by or against the Company relating to
intellectual property rights and intellectual
property licenses; and (iv) adoption of new, or
changes in, accounting policies and practices and the
application of such policies and practices.
<PAGE> 15
- The Company's results of operations may also be
affected by (i) changes within the Company's
organization, particularly at the executive officer
level, or in compensation and benefit plans; and (ii)
the amount, type and cost of the financing which the
Company maintains, and any changes to the financing.
- The inherent risk of environmental liability and
remediation costs associated with the Company's
manufacturing operations may result in large and
unforseen liabilities.
- The Company's operations may be adversely impacted by
(i) the effects of war or severe weather or other
acts of God on the Company's operations, including
disruptions at manufacturing facilities; (ii) the
effects of a disruption in the Company's computerized
ordering systems; and (iii) the effects of a
disruption in the Company's communications systems.
<PAGE> 16
VISHAY INTERTECHNOLOGY, INC.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Not applicable
Item 2. Changes in Securities
Not applicable
Item 3. Defaults Upon Senior Securities
Not applicable
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable
Item 5. Other Information
Not applicable
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Not applicable
(b) Reports on Form 8-K
A Current Report on Form 8-K dated March 2, 1998, was filed on
March 17, 1998, reporting under Item 2- Acquisition or
Disposition of Assets - the Stock Purchase Agreement the
Company entered into with Daimler-Benz Technology Corporation,
a wholly-owned subsidiary of Daimler-Benz AG; TEMIC TELEFUNKEN
microelectronic GmbH; Delengate Limited; Daimler-Benz
Aerospace Aktiengesellschaft; Vishay TEMIC Acquisition
Holdings Corp. and "PAMELA" Verwaltungsgesellschaft GmbH,
whereby Vishay acquired (i) 80.4% of the issued and
outstanding shares of capital stock of Siliconix Incorporated,
a Delaware corporation, and (ii) 100% of the issued and
outstanding shares of capital stock of TEMIC Semiconductor
GmbH. The total consideration for the acquisitions was
approximately $500,000,000.
<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
VISHAY INTERTECHNOLOGY, INC.
/s/ Richard N. Grubb
--------------------------------------
Richard N. Grubb
Executive Vice President, Treasurer
(Duly Authorized and Chief Financial
Officer)
Date: May 14, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 79,932
<SECURITIES> 0
<RECEIVABLES> 304,124
<ALLOWANCES> (17,616)
<INVENTORY> 446,241
<CURRENT-ASSETS> 1,027,069
<PP&E> 1,349,975
<DEPRECIATION> (374,304)
<TOTAL-ASSETS> 2,484,615
<CURRENT-LIABILITIES> 345,844
<BONDS> 880,595
0
0
<COMMON> 5,648
<OTHER-SE> 965,051
<TOTAL-LIABILITY-AND-EQUITY> 2,484,615
<SALES> 348,744
<TOTAL-REVENUES> 348,744
<CGS> 263,540
<TOTAL-COSTS> 263,540
<OTHER-EXPENSES> 53,686
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 8,228
<INCOME-PRETAX> 23,290
<INCOME-TAX> 6,754
<INCOME-CONTINUING> 16,536
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 16,536
<EPS-PRIMARY> .26
<EPS-DILUTED> .26
</TABLE>
