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 June 30, 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 August 13, 1998 registrant had 59,318,728 shares of its Common Stock and
8,321,654 shares of its Class B Common Stock outstanding.
<PAGE>
VISHAY INTERTECHNOLOGY, INC.
FORM 10-Q JUNE 30, 1998
CONTENTS
Page No.
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Condensed Balance Sheets - 3-4
June 30, 1998 and December 31, 1997
Consolidated Condensed Statements of 5
Operations - Three Months Ended
June 30, 1998 and 1997
Consolidated Condensed Statements of 6
Operations - Six Months Ended
June 30, 1998 and 1997
Consolidated Condensed Statements of 7
Cash Flows - Six Months Ended
June 30, 1998 and 1997
Notes to Consolidated Condensed 8-10
Financial Statements
Item 2. Management's Discussion and Analysis 11-17
of Financial Condition and Results of
Operations
PART II. OTHER INFORMATION 18-19
<PAGE>
<TABLE>
<CAPTION>
June 30, December 31,
LIABILITIES AND STOCKHOLDERS' EQUITY 1998 1997
--------------- ------------------
<S> <C> <C>
CURRENT LIABILITIES
Notes payable to banks $32,031 $29,926
Trade accounts payable 89,438 47,925
Payroll and related expenses 77,070 44,039
Other accrued expenses 119,376 52,485
Income taxes 16,453 12,003
Current portion of long-term debt 723 4,459
--------------- ------------------
TOTAL CURRENT LIABILITIES 335,091 190,837
LONG-TERM DEBT 844,466 347,463
DEFERRED INCOME TAXES 42,521 41,701
DEFERRED INCOME 60,606 59,300
OTHER LIABILITIES 84,699 56,217
ACCRUED PENSION COSTS 106,597 64,482
STOCKHOLDERS' EQUITY
Common stock 5,932 5,646
Class B common stock 832 793
Capital in excess of par value 989,981 920,165
Retained earnings 39,445 75,587
Accumulated other comprehensive income (49,150) (41,899)
Unearned compensation (1,074) (644)
--------------- ------------------
985,966 959,648
--------------- ------------------
$2,459,946 $1,719,648
=============== ==================
</TABLE>
See notes to consolidated condensed financial statements.
3
<PAGE>
VISHAY INTERTECHNOLOGY, INC. AND SUBSIDIARIES
Consolidated Condensed Statements of Cash Flows
(Unaudited - In thousands)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
1998 1997
------------------- ----------------
<S> <C> <C>
OPERATING ACTIVITIES
Net earnings $33,302 $39,606
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation and amortization 61,971 39,566
Other (12,086) 2,555
Changes in operating assets and liabilities (35,735) 10,457
------------------- ---------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 47,452 92,184
INVESTING ACTIVITIES
Purchases of property and equipment-net (57,182) (34,812)
Purchase of businesses, net of cash acquired (520,543) --
Sale of business 100,000 --
------------------- ---------------
NET CASH USED IN INVESTING ACTIVITIES (477,725) (34,812)
FINANCING ACTIVITIES
Net proceeds(payments) on revolving credit lines 489,190 (38,179)
Proceeds from long-term borrowings 1,590 241
Payments on long-term borrowings (1,611) (8,043)
Net proceeds on short-term borrowings 2,550 8,072
------------------- ---------------
NET CASH PROVIDED(USED) BY
FINANCING ACTIVITIES 491,719 (37,909)
Effect of exchange rate changes on cash (424) (3,216)
------------------- ---------------
INCREASE IN CASH AND
CASH EQUIVALENTS 61,022 16,247
Cash and cash equivalents at beginning of period 55,263 20,945
------------------- ---------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $116,285 $37,192
=================== ===============
</TABLE>
See notes to consolidated condensed financial statements.
4
<PAGE>
VISHAY INTERTECHNOLOGY, INC. AND SUBSIDIARIES
Consolidated Condensed Statements of Operations
(Unaudited - In thousands except earnings per share)
<TABLE>
<CAPTION>
Three Months Ended
June 30,
1998 1997
--------------- ---------------
<S> <C> <C>
Net sales $412,844 $272,661
Costs of products sold 310,452 207,031
--------------- ---------------
GROSS PROFIT 102,392 65,630
Selling, general, and administrative expenses 64,354 33,698
Amortization of goodwill 3,266 1,499
--------------- ---------------
OPERATING INCOME 34,772 30,433
Other income (expense):
Interest expense (12,856) (3,564)
Other 1,371 837
--------------- ---------------
(11,485) (2,727)
--------------- ---------------
EARNINGS BEFORE INCOME TAXES 23,287 27,706
Income taxes 6,521 7,758
--------------- ---------------
NET EARNINGS $16,766 $19,948
=============== ===============
Basic and diluted earnings per share $0.25 $0.30
=============== ===============
Weighted average shares outstanding - assuming dilution 67,633 67,587
</TABLE>
See notes to consolidated condensed financial statements.
5
<PAGE>
VISHAY INTERTECHNOLOGY, INC. AND SUBSIDIARIES
Consolidated Condensed Statements of Operations
(Unaudited - In thousands except earnings per share)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
1998 1997
---------------- ---------------
<S> <C> <C>
Net sales $761,588 $545,923
Costs of products sold 573,992 414,689
---------------- ---------------
GROSS PROFIT 187,596 131,234
Selling, general, and administrative expenses 110,288 67,617
Amortization of goodwill 5,539 3,016
---------------- ---------------
OPERATING INCOME 71,769 60,601
Other income (expense):
Interest expense (21,084) (7,265)
Other (4,108) 1,384
---------------- ---------------
(25,192) (5,881)
---------------- ---------------
EARNINGS BEFORE INCOME TAXES 46,577 54,720
Income taxes 13,275 15,114
---------------- ---------------
NET EARNINGS $33,302 $39,606
================ ===============
Basic and diluted earnings per share $0.49 $0.59
================ ===============
Weighted average shares outstanding - assuming dilution 67,628 67,581
</TABLE>
See notes to consolidated condensed financial statements.
6
<PAGE>
VISHAY INTERTECHNOLOGY, INC. AND SUBSIDIARIES
Consolidated Condensed Balance Sheets
(Unaudited - In thousands)
<TABLE>
<CAPTION>
June 30, December 31,
ASSETS 1998 1997
----------------- --------------------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $116,285 $55,263
Accounts receivable 264,493 186,687
Inventories:
Finished goods 193,692 158,933
Work in process 140,694 84,245
Raw materials 128,491 96,193
Prepaid expenses and other current assets 116,796 64,650
----------------- --------------------
TOTAL CURRENT ASSETS 960,451 645,971
PROPERTY AND EQUIPMENT - AT COST
Land 57,387 41,378
Buildings and improvements 257,255 230,772
Machinery and equipment 985,541 744,983
Construction in progress 66,452 50,400
Allowance for depreciation (400,523) (358,391)
----------------- --------------------
966,112 709,142
GOODWILL 435,366 286,923
OTHER ASSETS 98,017 77,612
----------------- --------------------
$2,459,946 $1,719,648
================= ====================
</TABLE>
7
<PAGE>
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
JUNE 30, 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
were 67,555,000 and 67,550,000 for the quarter and six months ended June 30,
1998 and 67,529,000 and 67,523,000 for the comparable prior year periods. The
number of shares used in the calculation of diluted earnings per common share
were 67,633,000 and 67,628,000 for the quarter and six months ended June 30,
1998 and 67,587,000 and 67,581,000 for the comparable prior year's periods.
Options to purchase 1,218,000 shares of common stock at prices ranging from
$22.88 to $41.14 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 the
5% stock dividend paid on June 11, 1998.
Note 3: Acquisitions
In June 1998, the Company finalized its purchase of 80.4% of the capital stock
of Siliconix Incorporated (NASDAQ:SILI) and 100% of the capital stock of TEMIC
Semiconductor GmbH. On March 2, 1998 the Company paid an initial purchase price
of $497,186,000 based on net asset values at December 31, 1996. Since March, the
Company paid an additional $52,703,000 for the increase in net assets at March
2, 1998. On March 4, 1998 the Company sold the Integrated Circuits division of
TEMIC to Atmel Incorporated for $107,250,000.
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 by
a group of banks led by Comerica Bank, as administrative agent, Nationsbanc
Montgomery Securities LLC, as syndication agent, and Credit Lyonnais New York
Branch, as documentation agent.
8
<PAGE>
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 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. To the extent that a portion of the purchase price is
allocated to in-process research and development, a charge, which may be
material, would be recognized in this year.
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 $153,407,000 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(at the time
of issuance) 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 June
30, 1997 and the six months ended June 30, 1998 and 1997 would have been (in
thousands, except per share amounts):
Three Months Ended Six Months Ended
June 30 June 30
1997 1998 1997
---- ---- ----
Net sales $432,401 $844,040 $844,776
Net earnings $19,716 $30,385 $38,286
Basic and diluted
earnings per share $0.29 $0.45 $0.57
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.
9
<PAGE>
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 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. Total
comprehensive income for the three and six months ended June 30, 1998 were
$20,771,000 and $26,051,000, respectively, as compared to $10,581,000 and
$2,982,000 for the prior year's periods.
10
<PAGE>
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 Six Months Ended
June 30 June 30
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Costs of products sold 75.2% 75.9% 75.4% 76.0%
Gross profit 24.8 24.1 24.6 24.0
Selling, general and
administrative expenses 15.6 12.4 14.5 12.4
Operating income 8.4 11.2 9.4 11.1
Earnings before income taxes 5.6 10.2 6.1 10.0
Effective tax rate 28.0 28.0 28.5 27.6
Net earnings 4.1 7.3 4.4 7.3
</TABLE>
Net sales for the quarter and six months ended June 30, 1998 increased
$140,183,000 or 51.4% and $215,665,000 or 39.5% from the comparable periods of
the prior year. The increase in net sales relates primarily to the acquisitions
of TEMIC and LPSC. Net sales of TEMIC and LPSC included in the Company's
reported sales for the quarter ended June 30, 1998 were $137,708,000 and
$18,873,000, respectively, and $187,655,000 and $37,656,000 for the six months
ended June 30, 1998, respectively. Exclusive of TEMIC and LPSC, net sales would
have decreased by $16,398,000 or 6.0% and $9,646,000 or 1.8% from the comparable
prior year periods. The strengthening of the U.S. dollar against foreign
currencies for the quarter and six months ended June 30, 1998 in comparison to
the prior year's periods, resulted in a decrease in reported sales of
$6,766,000,and $17,996,000, respectively. The Company's net sales of passive
components and semiconductor components were negatively affected by the economic
problems in Asia and substantial price erosion.
Costs of products sold for the quarter and six months ended June 30, 1998 were
75.2% and 75.4% of net sales, respectively, as compared to 75.9% and 76.0%,
respectively, for the comparable prior year periods. Gross profit, as a
percentage of net sales, for the quarter and six months ended June 30, 1998
increased from the comparable prior year periods mainly due to the acquisition
of TEMIC and the results of the Vishay passive components business. TEMIC
recorded gross profit margins of 26.5% and 27.0%, respectively, for the quarter
and four months ended June 30, 1998. The results for semiconductor components
were negatively affected by the economic slowdown in the semiconductor industry,
adjustments of high inventory levels at distributors, the depressed Asian
market, and a more than usual price erosion. Exclusive of TEMIC and LPSC, gross
profits, as a percentage of net sales, for the Vishay passive components were
24.7% and 24.6%, respectively, for the quarter and six months ended June 30,
1998 as compared to 24.1% and 24.0% in the comparable prior year periods. The
passive
11
<PAGE>
components were also affected negatively by substantial price erosion.
Israeli government grants, recorded as a reduction of costs of products sold,
were $3,228,000 and $6,271,000 for the quarter and six months ended June 30,
1998, respectively, as compared to $2,801,000 and $5,425,000 for the comparable
prior year periods. 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 June 30, 1998 relating to Israeli government grants
was $60,606,000 as compared to $59,300,000 at December 31, 1997.
Selling, general, and administrative expenses for the quarter and six months
ended June 30, 1998 were 15.6% and 14.5% of net sales, respectively, as compared
to 12.4% for the comparable prior year periods. The increased selling, general
and administrative expenses were primarily due to the acquisition of TEMIC, for
which selling, general and administrative expenses were 20.1% and 19.7% of net
sales, respectively, for the quarter and four months ended June 30, 1998.
Interest costs increased by $9,292,000 and $13,819,000 for the quarter and six
months ended June 30, 1998, from the comparable prior year periods, primarily
due to the increase in bank borrowings necessary to fund the TEMIC and LPSC
acquisitions. The Company had net borrowings of $443,000,000 and $130,000,000,
respectively, from a group of banks to finance the acquisitions of TEMIC and
LPSC.
Other income decreased by $5,492,000 for the six months ended June 30, 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 six months ended June 30, 1998 was 28.5% as
compared to 27.6% for the comparable prior year period. The continuing effect of
low tax rates in Israel (as compared to the statutory rate in the United States)
resulted in increases in net earnings of $4,187,000 and $2,931,000 for the
quarters ended June 30, 1998 and 1997, respectively, and $7,557,000 and
$4,451,000 for the six months ended June 30, 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 $47,452,000 for the six months ended June 30,
1998 compared to $92,184,000 for the prior year's period. The decrease in cash
flows from operations is attributable to: i) a decrease in net earnings for the
six months ended June 30, 1998 as compared to the six months ended June 30,
1997; ii) a decrease in accrued expenses due to payments on restructuring
12
<PAGE>
programs instituted at Vishay over the last eighteen months and iii) an increase
in inventories. Net purchases of property and equipment for the six months ended
June 30, 1998 were $57,182,000 compared to $34,812,000 in the prior year's
period. Net cash provided by financing activities of $491,719,000 for the six
months ended June 30, 1998 includes approximately $550,000,000 used to finance
the acquisition of TEMIC. On April 8, 1998, the Company received $100,000,000 in
connection with the sale of the IC Division of TEMIC and used the proceeds to
pay down debt. The remaining $7,250,000 is being held in an interest bearing
escrow account.
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 June 30, 1998, approximately 125 of such employees have been
terminated and $7,548,000 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 recorded restructuring liabilities of
$39,051,000. Approximately $27,251,000 of this liability relates to employee
termination costs covering approximately 412 technical, production,
administrative and support employees located in the United States, Europe, and
the Far East. The remaining $11,800,000 relates to provisions for certain
assets, contract cancellations and other costs. As of June 30, 1998, 42
employees have been terminated and $6,100,000 of the termination costs were
paid. Additionally, $3,500,000 has been charged against the liability for the
write-down of certain assets and other costs. The balance of $29,451,000 is
reflected in the consolidated financial statements in other accrued expenses and
is expected to be paid out in the next year. At June 30, 1998, $38,377,000 of
restructuring costs are included in other accrued expenses.
The Company's financial condition at June 30, 1998 is strong, with a current
ratio of 2.87 to 1. The Company's ratio of long-term debt (less current portion)
to stockholders' equity was .86 to 1 at June 30, 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.
Year 2000
Many existing computer systems and software products, including many used by the
Company, accept only two digit entries in the date code field. Beginning in the
year 2000, and in certain instances prior to the year 2000, these date code
fields will need to accept four digit entries to distinguish 21st century dates
from 20th century dates. As a result, the Company's date critical functions may
be materially adversely affected unless these computer systems and software
products are or become able to accept four digit entries ("year 2000
compliant").
13
<PAGE>
To address the need for its computer systems to be year 2000 compliant, the
Company has taken an inventory of its computer systems and is creating and
implementing plans to make them year 2000 compliant. Currently, the Company is
in the process of making its European facilities year 2000 compliant by the end
of 1998. The Company is also focusing on bringing its U.S., Asian and Israeli
computer systems into year 2000 compliance. Management does not believe the
Company will suffer any material loss of customers or other material adverse
effects as a result of these modifications. There can be no assurance, however,
that the Company's systems will be rendered year 2000 compliant in a timely
manner, or that the Company will not incur significant unforeseen additional
expenses to assure such compliance. Failure to successfully complete and
implement these modification projects on a timely basis could have a material
adverse effect on the Company's operations.
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.
o 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.
o 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 applications to meet customers' changing needs.
o The Company operates in a highly competitive environment, which
includes significant competitive pricing pressures and intense
competition for entry into new markets.
14
<PAGE>
o A slowdown in demand for discrete active and or 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. The Company is currently being
affected by the weakness in the industry, the economic problems
in Asia, a strong U.S. Dollar, and substantial price erosion.
o 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.
o Approximately 71% 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.
During the past several years, the increase in the value of the
U.S. dollar against most foreign currencies has had a negative
impact on U.S. dollar denominated revenues.
o 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.
o 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
15
<PAGE>
the Company's ability to continue to meet demand for any of the
Company's products.
o 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.
o 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.
o 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.
o 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.
o 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.
16
<PAGE>
o 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.
o The inherent risk of environmental liability and remediation
costs associated with the Company's manufacturing operations may
result in large and unforseen liabilities.
o 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.
17
<PAGE>
VISHAY INTERTECHNOLOGY, INC.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company has received notice from counsel representing the
Estate of Jerome H. Lemelson of possible infringement by the
Company of various patents owned by the estate. The estate has
recently settled ligation with several large O.E.M. customers
of the Company and has approached many of the Company's
competitors with claims of possible patent infringements. The
patents, in general, relate to bar-code readers and other
automated inspection gear. The Company is currently attempting
to assess its potential liability if the validity of the
patents were to be upheld and the extent to which such patents
apply to the Company's manufacturing methods. At this time the
Company is unable to determine the extent, or materiality of
any liability under these claims.
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
(a) The Company held its Annual Meeting of Stockholders
on May 21, 1998.
(b) Proxies for the meeting were solicited pursuant to
Regulation 14A of the Securities Exchange Act of
1934, as amended. There was no solicitation in
opposition to management's nominees for the directors
as listed in the definitive proxy statement of the
Company dated April 17, 1998, and all such nominees
were elected.
(c) Briefly described below is each matter voted upon at
the Annual Meeting of Stockholders.
(i) Election of the following individuals to
hold office as Directors of the Company
until the next Annual Meeting of
Stockholders:
Total Class A Common Stock voted was
48,218,401.
18
<PAGE>
For Against Abstain Non-Votes
--- ------- ------- ---------
Felix Zandman 46,044,431 2,173,970 0 0
Donald G. Alfson 46,048,107 2,170,294 0 0
Avi D. Eden 46,048,107 2,170,294 0 0
Robert A. Freece 46,048,107 2,170,294 0 0
Richard N. Grubb 46,047,966 2,170,435 0 0
Eli Hurvitz 46,045,954 2,172,447 0 0
Gerald Paul 46,047,651 2,170,750 0 0
Edward Shils 46,047,997 2,170,404 0 0
Luella B. Slaner 46,045,977 2,172,424 0 0
Mark I. Solomon 46,044,956 2,173,445 0 0
Jean-Claude Tine 46,048,086 2,170,315 0 0
Abraham Inbar 46,045,775 2,172,626 0 0
Total Class B Common Stock voted was 7,878,437 in
favor, 0 against, 0 abstained, and 0 broker
non-votes.
(ii) Approval of the Company's 1997 Stock Option Program.
Total Class A Common Stock voted was 26,000,026 in
favor, 11,961,075 against, 318,412 abstained, and
9,938,888 broker non- votes. Total Class B Common
Stock voted was 7,878,437 in favor, 0 against, 0
abstained, and 0 broker non-votes.
(iii) Approval of the Company's 1998 Employee Stock Option
Program. Total Class A Common Stock voted was
26,150,133 in favor, 11,831,655 against, 297,727
abstained, and 9,938,886 broker non- votes. Total
Class B Common Stock voted was 7,878,437 in favor, 0
against, 0 abstained, and 0 broker non-votes.
(iv) Ratification of the appointment of Ernst & Young
LLP, independent certified public accountants, to
audit the books and accounts of the Company for the
calendar year ending December 31, 1998. Total Class
A Common Stock voted was 47,923,295 in favor,
115,348 against, 179,758 abstained, and 0 broker
non- votes. Total Class B Common Stock voted was
7,878,437 in favor, 0 against, 0 abstained, and 0
broker non-votes.
Other Information
Not applicable
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27 - Financial Data Schedule
(b) Not applicable
19
<PAGE>
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: August 13, 1998
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