VISHAY
1 9 9 7
A N N U A L
R E P O R T
VISHAY INTERTECHNOLOGY --
Global Leader in Designing, Manufacturing and Marketing
Passive and Discrete Semiconductor Electronic Components
Vishay Intertechnology,
Inc. is the largest U.S. and
European manufacturer of
passive electronic components
and a leading producer of
discrete semiconductor (active)
components. Through internal
research and development and
an aggressive acquisition
strategy, Vishay has established
a unique position as the global
manufacturer of the broadest
line of discrete electronic
components available.
The Company was
founded in 1962 by Dr. Felix
Zandman, Chairman and Chief
Executive Officer and the late
Mr. Alfred P. Slaner, Honorary
Chairman. Vishay employs
approximately 20,000 people in
Table of Contents
70 plants in the U.S., Mexico,
Germany, Austria, the United
Kingdom, France, Portugal, the
Czech Republic, Israel, Japan,
Taiwan (R.O.C.), China and the
Philippines.
Vishay is a Fortune 1000
company with 1997 sales of $1.1
billion. In March 1998 Vishay
acquired TEMIC Semiconductors
discrete components business,
which had 1997 sales of
$550 million. Vishay’s passive
products include resistors, resis-
tive sensors, capacitors and
inductors. Its discrete semicon-
ductor (active) components
include diodes and transistors of
all types and optoelectronic
products.
All of these components
Corporate Profile ........................................ Inside Front Cover
Financial Highlights .................................................................. 1
Letter to Stockholders, Employees, Customers and Vendors ..... 2
From Niche Manufacturer to Global Manufacturer
of the Broadest Line of Passive and Discrete
Semiconductor Electronic Components ............................... 4
Consolidated Balance Sheets .................................................. 14
Consolidated Statements of Operations ................................ 16
Consolidated Statements of Cash Flows ................................ 17
Consolidated Statements of Stockholders’ Equity ................ 18
Notes to Consolidated Financial Statements ......................... 19
Report of Independent Auditors ............................................ 25
Management’s Discussion and Analysis of
Financial Condition and Results of Operations ................ 26
Financial Summary ................................................................. 30
Corporate Information ........................................................... 32
are vital to the operation of
electronic circuits and can be
found in computers, telephones,
TVs, automobiles, household
appliances, medical equipment,
satellites and military and
aerospace equipment.
Vishay’s list of customers
includes such major manufactur-
ers as AT&T, Alcatel, Bosch,
Delco, Ford, IBM, Intel,
Motorola, Qualcomm, Samsung,
Siemens and Sony. They are
served by the Company’s
worldwide network of manufac-
turing facilities, inside sales and
technical support offices as well
as distributorships and manufac-
turers’ representatives located in
all industrial countries. The
Company’s widespread opera-
tions enable Vishay’s customers
to do business with a single
global manufacturer for essen-
tially all of their discrete elec-
tronic component needs.
About the Cover
The front and back cover
photo displays both sides of a
printed circuit board of a
handheld telephone. The large
packages are integrated
circuits (ICs). The hundreds
of smaller components are
passive and discrete
semiconductor components.
Financial Highlights
Vishay Intertechnology, Inc.
As Of and For the Year Ended December 31
As Of and For the Year Ended December 31
As Of and For the Year Ended December 31
As Of and For the Year Ended December 31
As Of and For the Year Ended December 31
1997
1997
1997
1997
1997
1996
1996
1996
1996
1996
1995
1995
1995
1995
1995
(In thousands, except per share amounts)
$1,125,219
$1,125,219
$1,125,219
Net sales .......................................................... $1,125,219
$1,125,219
$1,097,979
$1,224,416
Operating profit .............................................
108,602
108,602
108,602
108,602
108,602
Net earnings ...................................................
Depreciation and amortization ..................
53,302*
53,302*
53,302*
53,302*
53,302*
81,874
81,874
81,874
81,874
81,874
85,824
52,616*
77,247
152,416
92,667
69,547
Basic and diluted earnings per share ........
$ 0.83*
$ 0.83*
$ 0.83*
$ 0.83*
$ 0.83*
$ 0.82*
$ 1.55
Weighted average shares outstanding - diluted
64,459
64,459
64,459
64,459
64,459
64,364
59,897
$ 175,913
$ 175,913
$ 175,913
Cash flows from operations ......................... $ 175,913
$ 175,913
$ 122,186
$ 115,511
Working capital..............................................
Property and equipment (cid:209) net ...................
Long-term debt .............................................
Stockholders(cid:213) equity .....................................
455,134
455,134
455,134
455,134
455,134
709,142
709,142
709,142
709,142
709,142
347,463
347,463
347,463
347,463
347,463
959,648
959,648
959,648
959,648
959,648
434,199
710,662
229,885
945,230
411,286
669,228
228,610
907,853
$ 14.90
$ 14.90
Book value per share .................................... $ 14.90
$ 14.90
$ 14.90
$ 14.69
$ 14.11
Net Sales
$ In Millions
$1,224.4
$1,125.2
$1,098.0
$987.8
$856.3
$664.2
$1400
$1200
$1000
$800
$600
$400
$200
$0
Net Earnings
$ In Millions
$92.7
$81.0**
$79.0**
$58.9
$53.3*
$52.6*
$44.1†
$30.4
$100
$90
$80
$70
$60
$50
$40
$30
$20
$10
$0
'92
'93
'94
'95
'96
'97
'92
'93
'94
'95
'96
'97
Diluted Earnings Per Share
$1.80
$1.60
$1.40
$1.20
$1.00
$0.80
$0.60
$0.40
$0.20
$0.00
$1.55
$1.26**
$1.23**
$1.09
$0.85†
$0.82* $0.83*
$0.70
'92
'93
'94
'95
'96
'97
† Includes $1.4 million for cumulative effect
of accounting change for income taxes.
† Includes $0.03 for cumulative effect of
accounting change for income taxes.
*Includes restructuring expenses and unusual charges of $27,692,000 ($0.43 per share) and
$38,030,000 ($0.41 per share) for the years ended December 31, 1997 and 1996 respectively.
** Excludes restructuring expenses and unusual charges of $27,692,000 ($0.43 per share) and
$38,030,000 ($0.41 per share) in 1997 and 1996, respectively.
Vishay Intertechnology, Inc.
1
To Our Stockholders, Employees, Customers and Vendors:
New Acquisitions Create
Opportunities for Growth
During the last twelve
months, Vishay entered the $14
billion discrete semiconductor
(active) components market with
two significant acquisitions.
Discrete semiconductor (active)
components complement our
worldwide position in our tradi-
tional business, the passive
components market. Vishay began
its penetration of the semiconductor
components business with its July
1997 acquisition of 65 percent of
Lite-On Power Semiconductor
Corporation (LPSC) of Taiwan, for
a purchase price of $130,000,000
and stock appreciation rights.
LPSC is a joint venture between
Vishay (65%) and Lite-On Group
of Taiwan (35%).
LPSC manufactures diodes
and transistors, which are discrete
semiconductor (active) compo-
nents. They convert electrical
currents from AC to DC, switch
and amplify currents and are used
in many electronic circuits. LPSC’s
manufacturing plants are located in
Taipei, Taiwan; Shanghai, China;
and Lee’s Summit, Missouri, USA.
LPSC also owns a 40 percent
interest in Diodes, Inc. (AMEX:
DIO) a supplier of discrete
semiconductor (active) devices
located in Westlake, California.
Sales of LPSC for the year ended
December 31, 1997 were
$76,040,000, a 41 percent increase
over 1996. The operations of LPSC
were consolidated into Vishay’s
1997 operations effective July 1,
1997.
In March 1998, Vishay
solidified its position in the discrete
semiconductor (active) area with its
acquisition of the semiconductor
business unit of TEMIC
TELEFUNKEN microelectronics
GmbH of Heilbronn, Germany, and
80.4 percent of Siliconix
(NASDAQ: SILI), a TEMIC
subsidiary located in Santa Clara,
California. Vishay paid approxi-
mately $500 million to TEMIC’s
parent company Daimler-Benz
(NYSE: DAI) for the integrated
circuits (IC) business and the
discrete components business.
Sales of the semiconductor
business unit of TEMIC Semicon-
ductor for calendar 1997 were
approximately $850,000,000.
Following the closing of that
transaction, Vishay sold most of the
IC business, which had annual sales
of approximately $300,000,000, to
Atmel Corporation (NASDAQ:
ATML) and others for
$140,000,000.
The net cost to Vishay for the
discrete semiconductor (active)
division, whose sales are approxi-
mately $550,000,000, was therefore
$360,000,000. The discrete active
products consist of many types of
diodes, transistors and optoelec-
tronic devices. In addition to the
discrete active division, Vishay
retained two integrated circuit
product lines, the infrared commu-
nication devices (IRDC) and the
Power ICs.
Applications for these
products include the computer,
multimedia and telecommunica-
tions markets, as well as the
automobile, home entertainment
and industrial electronics markets.
We are especially excited about the
Power MOS products of Siliconix
and the IRDC products of
Telefunken. These products hold
the leading position in the market.
Siliconix’ Trench Power MOS is
the product of choice for portable
telephones and laptop computers,
while the IRDC module enables
data to be exchanged without cable
connection between computers,
Vishay Intertechnology, Inc.
2
printers, plotters and portable
telephones, using infrared light.
With these acquisitions
Vishay has strategically extended
its market position to become the
manufacturer of the broadest line of
discrete electronic components
worldwide. We can now provide
our customers with a single
manufacturing source for essen-
tially all passive and discrete
semiconductor (active) components
as well as some products in the IC
area. We believe these acquisitions
create a great opportunity for the
financial and technological growth
of Vishay.
Financial Highlights
Sales for the year ended
December 31, 1997 were
$1,125,219,000 compared to
$1,097,979,000 in the previous
year. Sales for the year ended
December 31, 1997 were affected
negatively by $55,424,000 due to
the continued strength of the U.S.
dollar against foreign currencies.
Net earnings for the year
ended December 31, 1997 were
$53,302,000 or $0.83 per share
(after special charges of
$27,692,000 or $0.43 per share).
Net earnings before special charges
were $80,994,000 or $1.26 per
share. Net earnings for the previous
year were $52,616,000 or $0.82 per
share (after a restructuring charge
of $38,030,000 or $0.41 per share).
Pretax earnings exclusive of special
charges were $112,843,000
compared to $108,387,000 for the
previous year.
We have accelerated the
restruc-
To further strengthen our
operations we announced in March
1998 the promotion of Dr. Gerald
Paul to the position of president of
Vishay. Dr. Paul will add the role of
president to his current duties as
chief operating officer and will
continue to report to me.
The markets and customers
for passive and discrete semicon-
ductor (active) components are
virtually identical, which means
that the sales networks are already
in place to reach the electronics
original equipment manufacturers
with one source for their discrete
components. That fits right in with
today’s purchasing patterns, as
manufacturers and distributors
strive to narrow their supplier base.
Vishay is looking ahead with
confidence to expansion through
new products, acquisitions and
market penetration worldwide.
As always, we are extremely
grateful to our employees world-
wide for their loyalty, skill and
energy, which have contributed
significantly to our growth. We
value the relationships we have
with our employees, stockholders,
customers and vendors. We salute
you and look forward to a prosper-
ous 1998.
Sincerely,
Dr. Felix Zandman
Chairman of the Board and
Chief Executive Officer
April 1998
Selling, general and
administrative expenses
decreased by $4.9 million
to 12.2 percent of sales
versus 12.9 percent of
sales last year. This
decrease reflects the
savings resulting from the
cost-reduction programs
instituted in 1996.
The Company is
generating substantial
cash and its financial
condition is strong, with a
current ratio of 3.38 to
1.0. The Company’s debt-
to-equity ratio at Decem-
DR. FELIX ZANDMAN
Chairman of the Board, Scientific Director
and Chief Executive Officer
turing of our passive components
business, resulting in plans for
further transfer of certain opera-
tions to low-cost countries at an
estimated cost of approximately
$12,000,000. Once these restructur-
ing plans are fully implemented, we
expect annual savings of
$10,000,000 going forward as a
result of these transfers. Other
charges included inventory write-
offs of $5,576,000 and the record-
ing of a $10,000,000 tax expense
for various tax uncertainties. In
addition, the Company recorded a
charge of $5,295,000 for an
unrealized noncash loss on a
forward-exchange contract related
to the TEMIC acquisitions. None of
these charges have a cash effect on
the ongoing operations of Vishay.
Gross profits for the year
ended December 31, 1997 were
23.7 percent of sales as compared
to 24.8 percent in the prior year.
The gross profits were negatively
affected by a difficult pricing
environment and the fourth quarter
1997 restructuring program, which
included $5,576,000 in inventory
write-offs. Exclusive of those
write-offs, the gross profit, as a
percentage of sales, would have
been 24.2 percent for the year
ended December 31, 1997.
ber 31, 1997 was 0.36 compared to
0.24 at December 31, 1996. For the
year ended
December 31, 1997, the Company’s
cash flows from operations were
$175,913,000 compared to
$122,186,000, a 44 percent
increase over the prior year. The
increase in cash flows from
operations is primarily due to a
decrease in inventories in 1997
compared to an increase in invento-
ries in 1996. Purchases of property
and equipment for the year ended
December 31, 1997 were
$75,870,000 as compared to
$123,984,000 in the prior year.
Looking Ahead
During the past year, we have
taken significant steps to strengthen
the Company and grow it to
become a worldwide leader in
passive and discrete semiconductor
(active) components with annual
sales which will approach $2
billion in the future. We believe
Vishay will benefit from the
synergies created by the combina-
tion of the manufacturing, selling
and administration of the newly
acquired entities. Additionally,
Vishay will be able to leverage its
purchasing power for materials
used in the manufacturing process.
Vishay Intertechnology, Inc.
3
From Niche Manufacturer to Global Manufacturer
Passive
Passive
Passive and
of the Broadest Line of Passive
Passive
Discrete Semiconductor Electronic Components
strain gages (Vishay Measurements
Group) provide the best tempera-
ture coeffi-cient of resistance
(TCR) available to date. The Bulk
Metal foil resistors and Thin Film
resistors (developed at a later date)
are used in the most sophisticated
electronic circuits and Vishay strain
gages are used for stress measure-
ment and as weight sensors in
scales.
Strategic Acquisitions
Increase Product Offerings,
Market Potential and Revenues
Even as the Company
achieved technical and market
leadership in its core product lines,
Vishay’s management began an
aggressive acquisition strategy to
increase its product offer-ings,
market broadening and rev-
Vishay’s Earliest Products
Became Industry Standards
The foundation of Vishay
Intertechnology, Inc. rests on the
inventions of Dr. Felix Zandman,
Vishay Founder, Chairman and
CEO. A physicist, Dr. Zandman’s
first pat-ents issued in the 1950s
were the result of his research on
stresses in structures under live
load conditions. His PhotoStress®
coatings and in-struments, which
were technological breakthroughs,
are used to visualize and measure
the distribution of stresses in
automobiles, airplanes and other
structures.
Vishay’s next innovation was
the development and successful
application of resistive material that
could
be used in the manufacture of resis-
tors and resistive sensors (strain
gages) to eliminate the temperature
effects on the performance of those
components. As a result, Vishay’s
Bulk Metal® foil resistors and
A sampling of the many products manufac-
tured by Vishay Measurements Group
(strain gages), Vishay Foil Resistors and
Vishay Thin Film.
1985
VISHAY
1987
VISHAY
1988
VISHAY
The largest manufacturer of
fixed resistors in the U.S. and
a producer of inductors,
specialty connectors and
plasma displays.
The largest manufacturer of
fixed resistors in Germany
and a producer of specialty
ceramic capacitors.
The largest manufacturer in
France of fixed resistors,
variable resistors
(potentiometers), and
printed circuit boards.
enues. Each of the acquired
companies met strict acquisition
guidelines for technical strength,
brand recognition, manufacturing
capabilities, excellent market and
geographic penetration and
management depth. As a result,
Vishay’s acquisitions have included
some of the finest brand names in
the electronic components industry.
They are Dale, Sprague and
Vitramon in the U.S.; Draloric,
Roederstein and Sfernice in
Europe; Lite-On Power Semicon-
ductor in Southeast Asia; and
TEMIC Semiconductors
(Telefunken and Siliconix) in the
U.S., Europe and Asia.
Beginning in the mid 1980s,
Vishay’s acquisition strategy
produced dramatic sales growth.
Within just three-and-a-half years,
total annual sales increased from
$59 million to over $400 million,
making Vishay the largest fixed
resistor manufacturer in the U.S.
and Europe. The Sfernice acquisi-
tion also provided Vishay with a
foothold in the variable resistor
market.
In addition to fixed and
variable resistors, each acquisition
introduced Vishay into niche
markets for complementary passive
electronic components. Dale,
Draloric and Sfernice possess
superior expertise in a wide range
of these products including
inductors, specialty capacitors,
plasma displays, specialty connec-
tors, printed circuit boards,
transformers, thermistors and
oscillators.
In 1991, Vishay decided to
extend even further its range of
product offerings, enlarge its
worldwide penetration of passive
electronic components and become
a major producer of capacitors.
Consequently, in 1992, Vishay
acquired the assets of Sprague, a
leading U.S. and European tanta-
lum capacitor manufacturer. These
capacitors are the smallest and
most stable in their category and
are used extensively in computers,
telecommunications and in the
automotive industry. The acquisi-
tion of Sprague brought Vishay’s
annual sales to $664 million.
Sprague developed and holds the
original patents for tantalum
capacitors.
Then in 1993, Vishay
acquired Roederstein, a leading
European and U.S. manufacturer of
film capacitors. Roederstein also
produces other passive electronic
components such as metal film
fixed resistors, thick film chip
resistors, ceramic disc and alumi-
num capacitors and hybrid circuit
assemblies.
Next came Vitramon in 1994,
a leading producer of multilayer
ceramic chip (MLCC) capacitors.
Vitramon’s MLCC capacitor has a
worldwide reputation for reliability.
Vitramon brought Vishay’s sales in
1994 to approximately $1 billion.
Other Vishay operating units
include Vishay Thin Film, Vishay
Foil Resistors and Vishay Measure-
ments Group (strain gages and
PhotoStress), the original Vishay
products. Vishay Thin Film is a
leading U.S. and European manu-
facturer of thin film resistor
networks and thin film resistor
chips. Vishay Foil Resistors is the
largest worldwide manufacturer of
foil resistors and foil potentiom-
eters and holds the original patents
for these technologies. Vishay
Measurements Group is the largest
worldwide manufacturer of
resistive stress sensors (strain
gages) and PhotoStress instruments
for which it holds the original
patents.
1992
VISHAY
1993
VISHAY
1994
VISHAY
A leading manufacturer of
tantalum capacitors in the U.S. and
Europe. Sprague holds the original
patents for tantalum capacitors
and was first to offer surface
mount tantalum chip capacitors.
A leading European and U.S.
manufacturer of film capacitors,
aluminum and ceramic disc
capacitors, thick film chip
resistors, and hybrid circuits.
A leading U.S. and European
manufacturer of multilayer
ceramic chip (MLCC) capacitors.
Vishay Intertechnology, Inc.
5
From Niche Manufacturer to Global Manufacturer of the
Broadest Line of Passive and
Discrete Semiconductor Electronic Components
Vishay Acquires New
Technologies Aimed at
Fast-Growing Markets
In 1997, Vishay entered the
$14 billion discrete semiconductor
market with the addition of 65
percent of Lite-On Power Semicon-
ductor Corporation (LPSC) to its
family of world-class brands. Just
nine months later, Vishay added the
semiconductor business unit of
TEMIC (Telefunken and Siliconix),
a leading manufacturer of power
and analog semiconductor devices.
With these moves, Vishay has
positioned itself in the discrete
semiconductor components arena
and created the potential to reach
the $2 billion revenue mark five
years ahead of its projections.
Vishay Siliconix and Vishay
Telefunken (formerly known as
TEMIC Semiconductors) and
Vishay LPSC are leading manufac-
turers of a comprehensive range of
diodes, transistors and optoelec-
tronic devices. These products are
used to amplify and switch elec-
tronic signals to convert AC to DC
currents and are found in many
electronic circuits. The optoelec-
tronic devices are used in optical
displays, remote controls, switch-
ing and infrared communications.
Diodes and transistors are sold to
the same markets as Vishay’s
passive components, and like those
components, are used extensively
in one of the fastest growing
markets worldwide — the portable
electronics market; digital phones,
laptop computers, pagers and other
wireless applications.
In addition, Vishay Siliconix’
power and analog semiconductor
products are used in the computer,
data storage, communications and
automotive markets. The
Company’s analog switches, analog
multiplexers and low-power
transistors are used to sense,
amplify, switch and route analog
signals in instrumentation, video
and multimedia systems and test
equipment.
Furthermore, Vishay
Siliconix uses its technology and
applications expertise to develop
value-added products including
integrated circuits for power
conversion, power interface and
motor control. Recognizing the
importance of the portable electron-
ics market early on, Vishay
Siliconix created a family of
products whose technology is one
of the most efficient in extending
battery life. With the proliferation
of notebook computers, handheld
cellular phones, pagers and the like,
the market for Vishay Siliconix’
products is constantly expanding.
As prices decline, allowing more
and more consumers
1997
VISHAY
TM
POWER SEMICONDUCTOR
1998
VISHAY
TELEFUNKEN
1998
VISHAY
SILICONIX
Vishay Lite-On Power
Semiconductor is a leading Asian
producer of discrete
semiconductor products such as
diodes, transistors and transient
voltage suppressors.
Vishay Telefunken is a
leading German manufacturer of
transistors, diodes and
optoelectronic components.
Vishay Siliconix is a leading U.S.
manufacturer of discrete
semiconductors and ICs for power
management and motion control,
as well as products used for signal
processing, routing and switching.
Vishay Intertechnology, Inc.
6
to take advantage of the latest
technology, the demand for Vishay
Siliconix’ products should continue
to increase.
Vishay Telefunken developed
infrared communications systems
(IRDCs) for wireless communica-
tions between portable telephones,
laptop computers and printers. This
is a new and fast-developing
business where Vishay Telefunken
is in the leading worldwide
position.
Other products of both
Vishay Telefunken and Vishay
LPSC — diodes and transistors
Worldwide Discrete Semiconductor Market by Technology
$Millions
$14 Billion Total
Diodes: $5.74 B
Transistors: $8.26 B
2500
2000
1500
1000
500
0
SS
SS
TVS Rec-
35A
SS
SS
Fet
Pwr
Blp
Pwr
Fet
IBGT
Diode Zener
Source: World Semiconductor Trade Statistics 1997
essentially of all types — play a
key role in many electronic circuits.
In fact, Vishay masters all but one
(IBGT) semiconductor technology.
(See chart above.)
The acquisitions of Vishay
Siliconix, Vishay Telefunken and
Vishay LPSC add new products,
increase revenues, enhance access
to high-growth markets and low-
cost manufacturing facilities. These
discrete semiconductor acquisitions
are also significant in light of the
trend toward integrated passive
components (IPCs) on silicon. An
IPC is a combination of passive
The photo above shows typical applications for passive and discrete semiconductor components.
component products on one
substrate (ceramic or silicon).
These are resistor networks;
resistor/capacitor networks; RCDs
or resistor/capacitor/diodes and
similar combinations. IPCs may
become important because they
take up less space and reduce the
cost per component. As discrete
products are integrated into smaller,
denser, more powerful solutions, the
addition of important silicon
technology expertise should enable
Vishay to be ideally positioned in
the emerging IPC market.
Vishay Intertechnology, Inc.
7
Vishay At-A-Glance
TECHNOLOGIES
M A R K E T S
T R E N D S
RESISTORS and
RESISTOR-BASED
DEVICES
Adjust and regulate
v o l t a g e a n d c u r r e n t .
CAPACITORS
Store energy and
filter frequencies.
Metal/Thin Film
Wirewound
Thick Film
Foil
Variable
Film
Tantalum
Multilayer Ceramic
Disk Ceramic
Aluminum
INDUCTORS
Control the phase of
alternating currents.
Inductors
Transformers
Aerospace
• Lower Prices
Automotive
• Surface Mount
Packages
Commercial
• Smaller Chips
Computers
Scales
• Increased Reliability
• Just-In-Time Delivery
• Lower Voltages
Entertainment
• Offshore Production
DIODES
Convert AC to DC current.
Optoelectronics.
TRANSISTORS
Amplify currents.
Switch electronic signals.
Schottky Diodes
Zener Diodes
Rectifiers
TVS
LEDs
IRDCs
Small Signal
Transistors
Power MOS
Low Power Devices
Signal Processing Units
General Industrial
• Zero Defect Quality
• Continuously
Medical
Improved Performance
Military
• Integrated Passive
Components
Telecommunications
• Higher Frequencies
E
V
I
S
S
A
P
E
V
I
T
C
A
Vishay’s entrance into the discrete semiconductor components market should
enable the Company to accomplish several important goals.
Provide State-Of-The-Art Service.
Maintain its Position as Technology Leader
Distributors and original equipment manufactur-
ers (OEMs) continue to reduce the number of suppliers
they deal with in order to reduce costs and time-to-
market. Vishay is in an excellent position to provide
buyers with the convenience they seek. Vishay has
distribution sites available to supply key customers with
almost all of their discrete component needs. This is a
big step toward improving service.
Through internal R&D and acquisitions, Vishay
continues to supply its customers with advanced design
solutions. Three examples of advanced design solutions
are Vishay Sprague’s 1000m F & 1500m F (with the
lowest available ESR) in a coated tantalum capacitor’s
smallest available package; Vishay Siliconix’ latest
Littlefoot® MosFET using its proprietary trench
technology to reduce resistance; and Vishay Dale’s
WSL low TCR and low inductance power chip resistor.
S O M E M A J O R
C U S T O M E R S
S O M E M A J O R
D I S T R I B U T O R S
End Markets
AT&T
Acer
Alcatel
Bosch
Compaq/DEC
Delco
Ericsson
Ford
GM/Hughes
Hewlett-Packard
Honeywell
IBM
Intel
Iomega
Lockheed Martin
Lucent
Technologies
Matsushita
Motorola
Northern Telecom
Qualcomm
Raytheon
Rockwell
SCI
Samsung
Seagate
Siemens
Solectron
Sony
Sun Microsystems
Texas Instruments
Western Digital
Advacom, Inc.
Allied Electronics, Inc.
Anthem
Arrow Electronics
Avnet
Bell Industries, Inc
Capstone Electronics Corp.
Dynamar
EBV
Future Electronics
Hamilton Hallmark
Jaco Electronics, Inc.
Kent Electronics
Koenig
Mouser Electronics, Inc.
National Electronics Corp.
Newark Electronics
New Yorker Electronics
Pioneer Standard
Electronics
Projections Unlimited, Inc.
Reptron Electronics, Inc.
Richey Electronics
Time Electronics
Tomen
T.T.I., Inc.
Penetrate New Markets and
Decrease Selling Costs
Vishay intends to reach new customers more
effectively through integrated sales channels in the
U.S., Europe and Asia. Consolidating sales forces and
distribution sales channels should allow Vishay to
realize economic efficiencies. Vishay Siliconix’ and
Vishay Telefunken’s positions in the Japanese market
provide previously unavailable opportunities for Vishay
in Japan.
Passives
Military
Industrial &
Consumer
7 %
Computers
3 2 %
1 7 %
1 8 %
2 6 %
Automotive
Telecom
Discrete Semiconductors
Industrial &
Consumer
4 7 %
Computers
1 8 %
1 2 %
2 3 %
Telecom
Automotive
Vishay Total
4% Military
Industrial &
Consumer
3 9 %
Computer
1 7 %
1 5 %
2 5 %
Automotive
Telecom
Vishay: A Single Source For Essentially All Discrete Electronic Components
Vishay Is the Only Worldwide Manufacturer Producing Essentially a Full Line of Passive and Discrete
Semiconductor (Active) Components
CAPACITORS
RESISTORS
INDUCTORS
Film Tantalum Multi-Layer
Ceramic
Disk
Ceramic
Aluminum Metal/
Thin Film
Wirewound Thick
Film
Foil
Variable Inductor Transformer
P A S S I V E
VISHAY
Major Competitive Position
Minor Competitive Position
Vishay is a global manufac-
turer of the broadest line of passive
and discrete semiconductor elec-
tronic components. These compo-
nents are used in all electronic and
electrical applications, from your
toaster, TV, telephone, PC, automo-
bile ignition system and the
sophisticated local area network in
your office building, to the latest
design for a lunar space module.
As electronic products such
as computers, telephones, pagers
and printers become more and
more sophisticated, they require
more and more discrete compo-
nents. For example, Intel’s 486
microprocessor (old technology) is
surrounded by
A A technician inspects a
transistor silicon wafer.
(Photo A)
The Company’s global workforce
includes hundreds of highly skilled
research and applications
engineers, technicians and
many PhDs in its research,
development and engineering
programs. (Photo B, following
page)
Vishay Intertechnology, Inc.
10
B
A C T I V E
DIODES
TRANSISTORS
Schottky
Zener
LED Rectifier
TVS
Small
Signal
Power
MOS
LOPD
SPU
124 discrete components. The
next generation microproces-
sor, Pentium, more than
doubles that amount to 252
total discrete components.
Intel’s superfast Pentium II
microprocessor is surrounded
by 345 discrete components.
Discrete Components
Unlike integrated circuits (ICs)
which combine the functions of
many electronic components in
one chip, discrete components
perform one specific function
per device. Discrete components
can be passive devices or active
(semiconductors) devices.
Passive components (resistors,
capacitors and inductors) adjust
and regulate current or store
energy and filter frequencies.
Semiconductor components
(diodes and transistors) convert
AC currents to DC, amplify
currents or switch electronic and
optical signals.
Pictured above are the front and back sides of a printed
circuit board of a handheld telephone. The large packages
are the integrated circuits (ICs) and the small components
are passive and discrete semiconductor components.
Vishay Intertechnology, Inc.
11
Global Manufacturer
Percent of Sales by Region
Passives
U.S.
48%
Asia
10%
Europe
42%
Discrete Semiconductors
Asia
36%
U.S.
27%
Europe
37%
Vishay Total
U.S.
41%
Asia
18%
Europe
41%
Vishay Intertechnology, Inc.
12
Each of Vishay’s strategic acquisitions has resulted in
new technologies, increased revenues and new offshore
manufacturing locations. Today, with approximately 20,000
employees, in 70 manufacturing locations close to customers
and a vast worldwide sales network, Vishay can service its
customers in an efficient manner.
With the addition of Vishay Lite-On Power Semiconductor, Vishay
Siliconix and Vishay Telefunken, the Company now
owns five locations in China, two in Taiwan (R.O.C.) and
two in the Philippines…important for penetrating Far East
Asian markets and becoming the lowest-cost producer.
Each map symbol represents one or more Vishay
manufacturing facilities.
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share and share amounts)
December 31
1997
1996
ASSETS
CURRENT ASSETS
Cash and cash equivalents .....................................................
Accounts receivable, less allowances of
$ 55,263
$ 20,945
$4,143 and $5,093 ...............................................................
186,687
165,632
Inventories:
Finished goods .....................................................................
Work in process ...................................................................
Raw materials ......................................................................
Prepaid expenses and other current assets ..........................
158,933
84,245
96,193
64,650
182,722
73,606
100,418
82,310
TOTAL CURRENT ASSETS ......................................................
645,971
625,633
PROPERTY AND EQUIPMENT — at cost
Land ..........................................................................................
Buildings and improvements ...................................................
Machinery and equipment .......................................................
Construction in progress .........................................................
41,378
230,772
744,983
50,400
43,705
222,743
695,084
57,891
Less allowances for depreciation ...........................................
1,067,533
(358,391)
1,019,423
(308,761)
709,142
710,662
GOODWILL ...............................................................................................
286,923
201,574
OTHER ASSETS ......................................................................................
77,612
20,646
$ 1,719,648
$ 1,558,515
Vishay Intertechnology, Inc.
December 31
1997
1996
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Notes payable to banks ...........................................................
Trade accounts payable ..........................................................
Payroll and related expenses .................................................
Other accrued expenses .........................................................
Income taxes ............................................................................
Current portion of long-term debt ...........................................
$ 29,926
47,925
44,039
52,485
12,003
4,459
$ 31,212
33,930
35,973
57,849
7,076
25,394
TOTAL CURRENT LIABILITIES .....................................
190,837
191,434
LONG-TERM DEBT — less current portion ...............................
DEFERRED INCOME TAXES ....................................................
DEFERRED INCOME ..................................................................
OTHER LIABILITIES ...................................................................
ACCRUED PENSION COSTS ....................................................
347,463
41,701
59,300
56,217
64,482
229,885
33,113
58,570
30,534
69,749
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 — 75,000,000 shares;
56,460,565 and 53,727,874 shares outstanding after
deducting 14,127 and 13,248 shares in treasury ..............
Class B convertible Common Stock, par value $.10 a share:
Authorized — 15,000,000 shares;
7,925,394 and 7,563,720 shares outstanding after
deducting 205,649 and 221,809 shares in treasury ..........
Capital in excess of par value .................................................
Retained earnings ...................................................................
Foreign currency translation adjustment ................................
Unearned compensation .........................................................
Pension adjustment .................................................................
See accompanying notes.
5,646
5,373
793
920,165
75,587
(37,587)
(644)
(4,312)
756
825,949
107,762
9,106
(370)
(3,346)
959,648
945,230
$ 1,719,648
$ 1,558,515
CONSOLIDATED STATEMENTS OF OPERATIONS
Vishay Intertechnology, Inc.
(In thousands, except per share and share amounts)
Year ended December 31
1996
1995
1997
Net sales ......................................................................
Costs of products sold .................................................
$ 1,125,219
858,020
$ 1,097,979
825,866
$ 1,224,416
902,518
GROSS PROFIT ......................................................
267,199
272,113
321,898
Selling, general, and administrative expenses ..........
Amortization of goodwill ..............................................
Unusual items ..............................................................
Other income (expense):
Interest expense ......................................................
Other .........................................................................
Earnings before income taxes ....................................
Income taxes ................................................................
136,876
7,218
14,503
108,602
(18,819)
(2,314)
(21,133)
87,469
34,167
141,765
6,494
38,030
85,824
(17,408)
1,941
(15,467)
70,357
17,741
158,821
6,461
4,200
152,416
(29,433)
(9)
(29,442)
122,974
30,307
NET EARNINGS ......................................................
$ 53,302
$ 52,616
$ 92,667
Basic and diluted earnings per share .........................
$ 0.83
$ 0.82
$ 1.55
Weighted average shares outstanding—
assuming dilution .....................................................
64,459,000
64,364,000
59,897,000
See accompanying notes.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Vishay Intertechnology, Inc.
(In thousands)
OPERATING ACTIVITIES
Net earnings .................................................................................
Adjustments to reconcile net earnings to net cash provided by
operating activities:
Depreciation and amortization ............................................
Unrealized loss on forward exchange contract .................
Changes in operating assets and liabilities,
net of effects from acquisitions:
Accounts receivable ......................................................
Inventories .....................................................................
Prepaid expenses and other current assets ................
Accounts payable ..........................................................
Other current liabilities ..................................................
Other .....................................................................................
Year ended December 31
1996
1997
1995
$ 53,302
$ 52,616
$ 92,667
81,874
5,295
77,247
—
69,547
—
(23,339)
19,501
20,496
6,882
5,897
6,005
10,073
(11,575)
3,438
(31,573)
1,526
20,434
(8,147)
(48,123)
(14,023)
998
(7,442)
30,034
NET CASH PROVIDED BY OPERATING ACTIVITIES ............
175,913
122,186
115,511
INVESTING ACTIVITIES
Purchases of property and equipment .......................................
Purchases of businesses, net of cash acquired ........................
(75,870)
(122,468)
(123,984)
—
(165,699)
—
NET CASH USED IN INVESTING ACTIVITIES ........................
(198,338)
(123,984)
(165,699)
FINANCING ACTIVITIES
Proceeds from long-term borrowings .........................................
Principal payments on long-term debt .......................................
Net proceeds (payments) on revolving credit lines ...................
Net changes in short-term borrowings .......................................
Purchases of common stock .......................................................
Proceeds from sale of common stock ........................................
NET CASH PROVIDED BY FINANCING ACTIVITIES .............
Effect of exchange rate changes on cash ..................................
4,100
(82,076)
155,729
(17,152)
—
—
60,601
(3,858)
3,476
(86,026)
76,502
10,066
—
—
4,018
(859)
34,318
245
(118,226)
(59,800)
(7,188)
(3,578)
230,279
41,732
1,183
1,361
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
(7,273)
Cash and cash equivalents at beginning of year ......................
20,945
19,584
26,857
CASH AND CASH EQUIVALENTS AT END OF YEAR ............
$ 55,263
$ 20,945
$ 19,584
See accompanying notes.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Vishay Intertechnology, Inc.
(In thousands, except share amounts)
Common Stock:
Year ended December 31
1997
1996
1995
Beginning balance ...............................................................................
$ 5,373
$ 5,114
$ 2,257
Stock issued (28,486; 10,556; and
5,777,300 shares) .......................................................................
Stock dividends (2,687,692; 2,558,069; and
1,091 shares) ..............................................................................
Stock split .........................................................................................
Stock repurchased (110,000 shares) .............................................
Conversions from Class B (16,513; 19,423; and
325,509 shares) ..........................................................................
3
269
—
—
1
1
256
—
—
2
Ending balance ....................................................................................
5,646
5,373
Class B convertible Common Stock:
Beginning balance ...............................................................................
Stock dividends (378,187 and 361,108 shares) ............................
Stock split .........................................................................................
Conversions to Common (16,513; 19,423; and
325,509 shares) ..........................................................................
Ending balance ....................................................................................
Capital in excess of par value:
Beginning balance ...............................................................................
Stock issued .....................................................................................
Stock dividends ...............................................................................
Stock split .........................................................................................
Stock repurchased ...........................................................................
Stock appreciation rights ................................................................
Tax effects relating to stock plan ...................................................
756
38
—
(1)
793
825,949
778
85,170
—
—
8,200
68
722
36
—
(2)
756
734,316
618
90,932
—
—
—
83
576
—
2,275
(11)
17
5,114
377
—
362
(17)
722
509,966
230,534
—
(2,637)
(3,567)
—
20
Ending balance ....................................................................................
920,165
825,949
734,316
Retained earnings:
Beginning balance ...............................................................................
Net earnings .....................................................................................
Stock dividends ...............................................................................
107,762
53,302
(85,477)
146,370
52,616
(91,224)
53,734
92,667
(31)
Ending balance ....................................................................................
75,587
107,762
146,370
Foreign currency translation adjustment:
Beginning balance ...............................................................................
Translation adjustment for the year ...............................................
9,106
(46,693)
28,487
(19,381)
Ending balance ....................................................................................
(37,587)
9,106
Unearned compensation:
Beginning balance ...............................................................................
Stock issued under stock plans (28,486; 10,556;
and 27,300 shares) ....................................................................
Amounts expensed during the year ...............................................
Ending balance ....................................................................................
Pension adjustment:
Beginning balance ...............................................................................
Pension adjustment for the year ....................................................
Ending balance ....................................................................................
(370)
(566)
292
(644)
(3,346)
(966)
(4,312)
(364)
(262)
256
(370)
(6,792)
3,446
(3,346)
4,584
23,903
28,487
(20)
(519)
175
(364)
(5,810)
(982)
(6,792)
TOTAL STOCKHOLDERS’ EQUITY ......................................................
$ 959,648
$ 945,230
$ 907,853
See accompanying notes.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997
Vishay Intertechnology, Inc. is an international manufacturer and sup-
plier of passive electronic components and discrete active electronic compo-
nents, particularly resistors, capacitors, inductors, diodes, and transistors.
Electronic components manufactured by the Company are used in virtually all
types of electronic products, including those in the computer, telecommunica-
tions, military/aerospace, instrument, automotive, medical, and consumer
electronics industries.
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 majority-owned subsidiaries, after
elimination of all significant intercompany transactions, accounts, and profits.
The Company's investments in 20% to 50%-owned companies, in which it has
the ability to exercise significant influence over operating and financial policies,
are accounted for on the equity method. Investments in other companies are
carried at cost.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Examples include allowances for uncollectible accounts
receivable, provisions for excess or obsolete inventories, and estimated tax
uncertainties (see Note 4). Actual results could differ significantly from those
estimates.
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
the years ended
$73,329,000, $68,688,000, and $60,155,000
December 31, 1997, 1996, and 1995, respectively.
for
Construction In Progress
The estimated cost
December 31, 1997 is $22,488,000.
to complete construction
in progress at
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 $35,273,000 and $29,726,000 at
December 31, 1997 and 1996, 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 environ-
ment. 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 determine whether impairment exists on the basis of
undiscounted expected future cash flows from operations before interest for
the remaining amortization period. If impairment exists, goodwill will be
reduced by the estimated shortfall of cash flows.
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.
Research and Development Expenses
The amount charged to expense aggregated $7,023,000, $10,429,000,
and $10,430,000 for the years ended December 31, 1997, 1996, and 1995,
respectively. The Company spends additional amounts for the development of
machinery and equipment for new processes and for cost reduction measures.
Vishay Intertechnology, Inc.
Grants
Grants received from governments by certain foreign subsidiaries,
primarily in Israel, are recognized as income in accordance with the purpose of
the specific contract and in the period in which the related expense is incurred.
Grants received from the government of Israel and recognized as a reduction
of costs of products sold were $11,352,000, $8,943,000, and $13,243,000 for
the years ended December 31, 1997, 1996, and 1995, respectively. Grants
receivable of $8,909,000 and $23,163,000 are included in other current assets
at December 31, 1997 and 1996, respectively. Deferred grant income is
$59,300,000 and $58,570,000 at December 31, 1997 and 1996, respectively.
The grants are subject to conditions, including maintaining specified levels of
employment for periods up to ten years. Noncompliance with such conditions
could result in repayment of grants, however, management expects that the
Company will comply with all terms and conditions of grants.
Share and Per Share Amounts
In 1997, the Company adopted the provisions of Statement of Financial
Accounting Standards No. 128, "Earnings Per Share" (SFAS 128). SFAS 128
requires net earnings per share to be presented under two calculations, basic
earnings per share and diluted earnings per share. Basic earnings per share
is computed using the weighted average number of common shares outstand-
ing during the periods presented. Diluted earnings per share is computed using
common and dilutive potential common shares outstanding during the periods
presented. The Company's potential common shares consist of stock options
granted under the Company's 1995 stock option plan (see Note 6) and stock
appreciation rights issued in connection with the LPSC acquisition (see
Note 2). The number of shares used in the calculation of basic earnings per
common share was 64,318,000 in 1997, 64,321,000 in 1996, and 59,864,000
in 1995. The number of shares used in the calculation of diluted earnings per
common share was 64,459,000 in 1997, 64,364,000 in 1996, and 59,897,000
in 1995. Options to purchase 1,160,000 shares of common stock at prices
ranging from $24.03 to $43.19 per share were outstanding during 1997, 1996,
and 1995, 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 1995 2-for-1 stock split and 5% stock dividends
paid on June 9, 1997, June 7, 1996, and March 31, 1995. Earnings per share
reflect the weighted effect of the issuance of 5,750,000 shares of Common
Stock in September 1995.
Stock Options
Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation" (SFAS 123), establishes a fair value method of
accounting for stock-based compensation plans but provides the option of
measuring compensation expense using the intrinsic value method prescribed
in Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued
to Employees" (APB 25). The Company has elected to continue to account for
stock-based compensation plans in accordance with APB 25. The effect of
applying the fair value method of SFAS 123 results in net income and earnings
per share amounts that are the same as the reported amounts in 1997 and 1996
and are not materially different from amounts reported for 1995.
Recent Accounting Pronouncements
In June 1997, the Financial Accounting Standards Board issued State-
ment of Financial Accounting Standards No. 130, "Reporting Comprehensive
Income" (SFAS 130), and Statement of Financial Accounting Standards No.
131, "Disclosures About Segments of an Enterprise and Related Information"
(SFAS 131). SFAS 130 establishes standards for the reporting and display of
comprehensive income and its components in the financial statements. SFAS
131 requires publicly held companies to report financial and other information
about key revenue-producing segments of the entity for which such information
is available and is utilized by the chief operating decision-maker. The
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Company is evaluating its implementation approach for SFAS 130 and
131, both of which will be adopted in 1998.
Reclassifications
Certain prior-year amounts have been reclassified to conform with the
current presentation.
2. Acquisitions
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 (see Note 6). LPSC is a producer of discrete active
electronic components with manufacturing facilities in Taiwan, China and the
United States. LPSC also 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 LPSC acquisition been made at the beginning of 1996, the
Company's pro forma unaudited results for the years ended December 31,
1997 and 1996 would have been (in thousands, except per share amounts):
Year ended December 31
1997
1996
Net sales .................................................................. $ 1,162,969 $ 1,151,924
Net earnings ............................................................. $ 51,349 $ 47,392
Basic and diluted earnings per share .................... $ 0.80 $ 0.74
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 1996 or of future results.
3. Unusual Items
Unusual items expense of $14,503,000 in 1997 consists of restructuring
expense of $12,605,000 and a settlement with the United States government
in the amount of $1,898,000 representing reimbursements for overcharges
relating to military products produced prior to 1993 at one of the Company's
U.S. subsidiaries.
Restructuring expense of $12,605,000 in 1997 results from a
downsizing of
Approximately
the Company's European operations.
$10,357,000 of this expense relates to employee termination costs covering
approximately 324 technical, production, administrative, and support employ-
ees located in Germany and France. Approximately $623,000 of the restruc-
turing expense relates to facility closure costs in France. The remaining
$1,625,000 relates to additional payments to certain employees laid off in the
last half of fiscal 1996 in connection with Vishay's fiscal 1996 restructuring
program. The payments were a result of a judgment rendered by a French court
against a subsidiary of the Company. The court ruled that these employees
were due additional payments under France's mandated social plan. The
restructuring plan is expected to be completed by the end of 1998. At
December 31, 1997, $11,982,000 of restructuring costs are included in other
accrued expenses.
Unusual items in 1996 represent restructuring expense of $38,030,000
which resulted from a downsizing of the Company's worldwide operations.
Approximately $9,077,000 of restructuring expense relates to facility closure
costs in North America and Europe. The remaining $28,953,000 of these
expenses relate to employee termination costs covering approximately 2,600
technical, production, administrative, and support employees located in the
United States, Canada, France, and Germany. At December 31, 1997,
approximately 2,457 employees had been terminated and $24,461,000 of
termination costs were paid. The remaining $4,492,000 of termination costs
are included in other accrued expenses at December 31, 1997. The remaining
accrual is considered adequate to complete the restructuring program and is
expected to be paid by March 31,1998.
Unusual items in 1995 represents restructuring expense of $4,200,000
which resulted from the downsizing of some of the Company’s European
operations and represented employee termination costs covering 276 techni-
cal, production, administrative, and support employees located primarily in
France and Germany. This downsizing was completed during the year ended
December 31, 1996.
4.
Income Taxes
Earnings before income taxes consists of the following components (in
thousands):
Year ended December 31
1997
1996
1995
Domestic .................................................
Foreign ....................................................
$ 45,832 $ 42,406 $ 34,926
88,048
27,951
41,637
$ 87,469 $ 70,357 $ 122,974
Significant components of income taxes are as follows (in thousands):
Year ended December 31
1997
1996
1995
Current:
U.S. Federal .................................
Foreign .........................................
State .............................................
$ 20,296 $ 13,836 $ 10,578
10,927
1,082
8,098
1,586
6,494
2,103
Deferred:
U.S. Federal .................................
Foreign .........................................
State .............................................
1,476
3,547
251
1,632
(7,793)
382
2,247
5,082
391
28,893
23,520
22,587
5,274
(5,779)
7,720
$ 34,167 $ 17,741 $ 30,307
Deferred income taxes reflect the net tax effects of temporary differ-
ences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts for income tax purposes. Significant
components of the Company’s deferred tax liabilities and assets are as follows
(in thousands):
Year ended December 31
1996
1997
Deferred tax liabilities:
Tax over book depreciation ..........................
Other -- net ....................................................
$ 71,122 $ 77,402
7,325
12,031
Total deferred tax liabilities .....................................
Deferred tax assets:
Pension and other retiree obligations ..........
Net operating loss carryforwards .................
Restructuring reserves ..................................
Other accruals and reserves ........................
83,153
84,727
23,150
82,510
5,283
22,767
25,358
84,574
7,698
16,120
Total deferred tax assets .........................................
Valuation allowance for deferred tax assets
133,710
(40,447)
133,750
(59,021)
Net deferred tax assets ............................................
93,263
74,729
Net deferred tax (assets) liabilities .........................
$ (10,110) $ 9,998
Vishay Intertechnology, Inc.
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):
Year ended December 31
1997
1996
1995
Tax at statutory rate ...............................
State income taxes,
net of U.S. federal tax benefit ....
Effect of foreign income tax rates .........
Benefit of net operating loss
$ 30,612 $ 24,625 $ 43,041
1,619
(10,325)
1,413
(9,717)
1,094
(13,801)
carryforwards ...............................
(207)
(817)
(2,054)
Provision for estimated tax
uncertainties ................................
......................................................
Other
10,000
2,468
—
2,237
—
2,027
$ 34,167 $ 17,741 $ 30,307
At December 31, 1997, the Company has net operating loss
carryforwards for tax purposes of $133,536,000 in Germany (no expiration
date), $22,431,000 in France (expire December 31, 2002), and $4,472,000 in
Portugal (expire December 31, 2002). Approximately $67,434,000 of the
carryforward in Germany resulted from the Company’s acquisition of
Roederstein. Valuation allowances of $40,447,000 and $59,021,000 have
been recorded at December 31, 1997 and 1996, respectively, for deferred tax
assets related to foreign net operating loss carryforwards. In 1997, tax benefits
recognized through reductions of the valuation allowance had the effect of
reducing goodwill of acquired companies by $8,837,000. If additional tax
benefits are recognized in the future through further reduction of the valuation
allowance, $22,016,000 of such benefits will reduce goodwill.
During the fourth quarter of 1997, the Company recorded a $10,000,000
income tax charge for various tax uncertainties. Although it is reasonably
possible that the ultimate resolution of such uncertainties could result in a loss
in excess of the amounts accrued, the Company believes that its estimate for
taxes and related interest as of December 31, 1997 is reasonable.
At December 31, 1997, no provision has been made for U.S. federal and
state income taxes on approximately $327,084,000 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 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 $24,879,000, $22,141,000, and $30,272,000
for the years ended December 31, 1997, 1996, and 1995, respectively.
5. Long-Term Debt
Long-term debt consisted of the following (in thousands):
As of December 31, 1997, two 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 6.25% on U.S. Dollar
borrowings and 3.95% on Deutsche Mark borrowings at December 31, 1997),
and a Deutsche Mark revolving credit loan (interest 3.95% at Decem-
ber 31, 1997).
On March 2, 1998, the Company entered into two revolving credit
agreements with a group of banks, which replaced the agreements in effect at
December 31, 1997. The Company entered into the new loan agreements with
the banks to finance the Siliconix and TEMIC acquisitions (see Note 15). The
first agreement provides for an $825,000,000 loan comprising a revolving
credit facility and a swing line facility that mature on March 2, 2003, subject to
Vishay's right to request year-to-year renewals. Interest is payable at prime or
other interest rate options. The Company is required to pay certain facility fees
on this facility. The second agreement provides for a $275,000,000 364-day
multicurrency revolving credit facility which matures on March 1, 1999. The
Company can request an initial three-month extension and, if granted, subse-
quent year-to-year renewals. Interest is payable at prime or other interest rate
options. The Company is required to pay certain credit facility fees on this
facility. As of March 2, 1998, the Company had $750,989,000 and
DM 102,000,000 ($56,316,000) outstanding under the five-year revolving
credit facility (interest 6.26% on U.S. Dollar borrowings and 4.13% on DM
borrowings) and $25,000,000 (interest 6.31%) outstanding under the 364-day
multicurrency revolving credit facility.
Borrowings under the loan agreements are secured by certain pledges
of stock in certain significant subsidiaries and indirect subsidiaries of Vishay
and certain guaranties by significant subsidiaries. The Company is restricted
from paying cash dividends and must comply with other covenants, including
the maintenance of specific financial ratios.
Other debt and capital lease obligations include borrowings under short-
term credit lines of $12,141,000 and $3,120,000 at December 31, 1997 and
1996, respectively, which are classified as long-term based on the Company's
intention and ability to refinance the obligations on a long-term basis.
Aggregate annual maturities of long-term debt, including $525,274,000
borrowed on March 2, 1998 under the revolving credit agreements, are as
1998—$4,459,000; 1999—$29,405,000; 2000—$3,496,000;
follows:
2001—$3,254,000; 2002—$5,169,000; thereafter—$831,413,000.
At December 31, 1997, the Company has committed and uncommitted
short-term credit lines with various U.S. and foreign banks aggregating
$187,337,000, of which $145,270,000 was unused. The weighted average
interest rate on short-term borrowings outstanding as of December 31, 1997
and 1996 was 6.50% and 5.60%, respectively.
Interest paid was $18,699,000, $17,736,000, and $29,459,000 for the
years ended December 31, 1997, 1996, and 1995, respectively.
Year ended December 31
1997
1996
6. Stockholders’ Equity
Multicurrency revolving credit loans ............................. $ 284,666 $ 121,039
— 77,500
Term loan .......................................................................
25,974
Deutsche Mark revolving credit loans ..........................
9,426
Deutsche Mark term loan ..............................................
21,340
Other debt and capital lease obligations .....................
22,365
—
44,891
Less current portion ......................................................
351,922
4,459
255,279
25,394
$ 347,463 $ 229,885
On May 19, 1997, the Company's shareholders approved an increase in
the number of shares of Common Stock, $.10 par value, which the Company
is authorized to issue, from 65,000,000 shares to 75,000,000 shares.
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 trans-
ferable. Class B shares are convertible on a one-for-one basis at any time to
Common Stock.
In connection with the acquisition of LPSC (see Note 2), the Company
issued stock appreciation rights (SARs) to the former owners of LPSC. The
SARs represent the right to receive in stock the increase in value on the
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
equivalent of 1,625,000 shares of the Company's stock above $23 per
share. The SARs may be exercised at any time prior to July 17, 2007 at the
option of the former owners of LPSC. The Company may force redemption of
the SARs if the Company's stock trades above the "Strike Price" ($43 per share
during the first year). The Strike Price increases by 10% each year. At a
market price of $43 per share for the Company's stock, the SARs would entitle
the former owners of LPSC to 755,813 shares of the Company's Common
Stock. The fair value of the SARs as of July 17, 1997 was determined to be
$8,200,000 using the binomial option pricing model.
Unearned compensation relating to Common Stock issued under em-
ployee stock plans is being amortized over periods ranging from three to five
years. At December 31, 1997, 219,776 shares are available for issuance
under stock plans.
In 1995, certain key executives of the Company were granted options to
purchase 1,160,000 shares of the Company's Common Stock, all of which
remain outstanding at December 31, 1997.
These options expire
March 1, 2000, with one-third exercisable at $24.03, one-third exercisable at
$30.23, and one-third exercisable at $43.19.
7. Other Income (Expense)
Other income (expense) consists of the following (in thousands):
Year ended December 31
1997
1996
1995
Foreign exchange gains (losses) ..........
Unrealized loss on forward exchange
contract ........................................
Investment income .................................
Minority interest in income of
subsidiaries ..................................
Equity in net income of affiliates ...........
Loss on sale of fixed assets ..................
......................................................
Other
$ 3,657
$ 371
$ (2,022)
(5,295)
2,353
—
1,586
—
1,529
(2,092)
1,090
(1,245)
(782)
(489)
318
(174)
329
(281)
727
—
38
$ (2,314)
$ 1,941
$ (9)
In connection with the Company's acquisition of all of the common stock
of TEMIC Semiconductor GmbH and 80.4% of the common stock of Siliconix
Incorporated (see Note 15), the Company entered into a forward exchange
contract in December 1997 to protect against the impact of fluctuations in the
exchange rate between the U.S. Dollar and the Deutsche Mark on the amount
of U.S. Dollars required for the acquisitions. At December 31, 1997, the
Company had an unrealized noncash loss on this contract of $5,295,000 which
resulted from marking the contract to market value.
8. Employee Retirement Plans
The Company maintains various defined benefit pension plans covering
substantially all full-time U.S. employees. The benefits under these plans are
based on the employees’ compensation during all years of participation.
Participants in these plans, other than U.S. employees of Vitramon, 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 these plans are
invested primarily in mutual funds and guaranteed investment contracts issued
by an insurance company and a bank.
Net pension cost for the plans included the following components (in
thousands):
Year ended December 31
1997
1996
1995
Annual service cost — benefits earned
for the period ....................................
Less: Employee contributions ...................
$ 4,849 $ 5,091 $ 3,613
1,459
1,850
1,842
Net service cost ...........................................
Interest cost on projected benefit
obligation ...........................................
Actual return on plan assets .......................
Net amortization and deferral .....................
2,999
3,249
2,154
6,266
(12,688)
5,520
6,014
(10,737)
4,213
5,702
(11,892)
7,211
Net pension cost ..........................................
$ 2,097 $ 2,739 $ 3,175
The expected long-term rate of return on assets is 8.5% – 9.5%.
The following table sets forth the funded status of the plans and amounts
recognized in the Company’s financial statements (in thousands):
December 31
1997
1996
Accumulated benefit obligation, including vested
benefits of $89,347 and $80,046 .................
$ 89,703
$ 80,343
Actuarial present value of projected benefit
obligations ......................................................
$ (98,991) $ (87,740)
Plan assets at fair value ...........................................
98,388
87,369
Projected benefit obligations in excess of plan
assets .............................................................
Unrecognized loss (gain) .........................................
Unrecognized prior service cost ..............................
Unrecognized net obligation at transition date,
(603)
370
368
(371)
(238)
601
being recognized over 15 years ...................
127
246
Accrued pension liability ..........................................
$ 262
$ 238
The following assumptions have been used in the actuarial determina-
tions of the plans:
Discount rate ...................................................
Rate of increase in compensation levels ......
1997
6.75%
4.5%
1996
7.50%
4.5% - 5.0%
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
$2,126,000, $2,250,000, and $2,314,000 for the years ended Decem-
ber 31, 1997, 1996, and 1995, respectively.
The Company provides pension and similar benefits to employees of
certain foreign subsidiaries consistent with local practices. German subsidiaries
of the Company have noncontributory defined benefit pension plans covering
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
1997
1996
1995
Annual service cost — benefits earned
for the period ....................................
$ 107
$ 126
$ 164
Interest cost on projected benefit
obligation ...........................................
Actual return on plan assets .......................
Net amortization and deferral .....................
4,261
(1,102)
25
5,082
(1,174)
133
5,267
(854)
(220)
Net pension cost ..........................................
$ 3,291
$ 4,167
$ 4,357
The expected long-term rate of return on assets is 2.0%.
Vishay Intertechnology, Inc.
The following table sets forth the funded status of the German plans and
Future minimum lease payments for operating leases with initial or
amounts recognized in the Company’s financial statements (in thousands):
1996
December 31
1997
Accumulated benefit obligation, including
remaining noncancelable lease terms in excess of one year are as follows:
1 9 9 8 — $ 6 , 7 1 7 , 0 0 0 ; 1 9 9 9 — $ 5 , 7 7 2 , 0 0 0 ; 2 0 0 0 — $ 4 , 6 4 7 , 0 0 0 ;
2001—$4,073,000; 2002—$3,259,000; thereafter—$8,739,000.
vested benefits of $64,029 and $69,477 .....
$ 64,449
$ 70,122
11. Financial Instruments
Actuarial present value of projected benefit
obligations ......................................................
Plan assets at fair value ...........................................
$ (64,785) $ (70,398)
15,508
13,734
Projected benefit obligations in excess of plan
assets ..............................................................
Unrecognized loss ....................................................
Unrecognized prior service cost ..............................
Unrecognized net asset at transition
(51,051)
4,659
254
(54,890)
4,155
414
date, being recognized over 15 years .........
(22)
(29)
Additional minimum liability, recognized as a
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, 1997 and
1996, the Company had no significant concentrations of credit risk. The
amounts reported in the balance sheets for cash and cash equivalents and for
short-term and long-term debt approximate fair value.
See Note 15 regarding a forward exchange contract related to the
acquisitions of TEMIC and Siliconix.
reduction of stockholders' equity .................
(4,312)
(3,346)
12. Current Vulnerability Due to Certain
Accrued pension liability ..........................................
$ (50,472) $ (53,696)
Concentrations
The following assumptions have been used in the actuarial determina-
Sources of Supply
tions of the German plans:
1997
1996
Discount rate .............................................................
Rate of increase in compensation levels ................
7.0%
2.5%
7.0%
2.5%
9. Postretirement Medical Benefits
The Company pays limited health care premiums for certain eligible
retired U.S. employees. Net postretirement benefit cost included the following
components (in thousands):
Year ended December 31
1996
1997
1995
Service cost .................................................
Interest cost .................................................
Net amortization and deferral .....................
$ 252
499
250
$ 236
485
264
$ 215
497
245
Net postretirement benefit cost ..................
$ 1,001
$ 985
$ 957
The status of the plan and amounts recognized in the Company’s
consolidated balance sheets were as follows (in thousands):
December 31
1997
1996
Accumulated postretirement benefit obligation:
Retirees ..........................................................
Actives eligible to retire ................................
Other actives .................................................
$ (2,837) $ (2,313)
(1,519)
(3,145)
(1,388)
(3,571)
........................................................................
Total
Unrecognized loss ....................................................
Unrecognized transition obligation, being
(7,796)
951
(6,977)
925
amortized over 20 years ...............................
3,207
3,421
Accrued postretirement benefit liability ...................
$ (3,638) $ (2,631)
The discount rates used in the calculations were 6.75% and 7.50% for
1997 and 1996, respectively.
10. Leases
Total rental expense under operating
leases was $7,073,000,
$9,679,000, and $9,984,000 for the years ended December 31, 1997, 1996,
and 1995, respectively.
Although most materials incorporated in the Company's products are
available from a number of sources, certain materials (particularly tantalum
and palladium) are available only from a relatively limited number of suppliers.
Tantalum, a metal, is the principal material used in the manufacture of tantalum
capacitor products. It is purchased in powder form primarily under annual
contracts with domestic suppliers at prices that are subject to periodic adjust-
ment. The Company is a major consumer of the world's annual tantalum
production. There are currently three major 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 increases in tantalum prices that the Company may not be able to pass
on to its customers. In an attempt to ensure that the Company will have access
to a long-term, stable supply of low-cost tantalum, the Company is negotiating
joint venture agreements for a tantalum mine, a refinery, and capacitor
production facilities in China. 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. However, an inability on the part of the Company to
pass on increases in palladium costs to its customers could have an adverse
effect on the margins of those products using the metal.
Geographic Concentration
To address the increasing demand for its products and in order to lower
its costs, the Company has expanded, and plans to continue to expand, its
manufacturing operations in Israel in order to take advantage of that country's
lower wage rates, highly skilled labor force, government-sponsored grants, 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 pro-
grams 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.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
13. 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):
United States
Europe
Israel
Other
Elimination Consolidated
Year ended December 31, 1997
Net sales to unaffiliated customers ...........................................
Net sales between geographic areas ........................................
$ 624,377*
66,452
$ 448,206
38,755
$ 7,989
242,920
$ 44,647
15,983
$ — $ 1,125,219
—
(364,110)
Total net sales ............................................................................
$ 690,829
$ 486,961
$ 250,909
$ 60,630
$ (364,110)
$ 1,125,219
Operating profit (loss) ................................................................
$ 71,087
$ (1,705)
$ 46,485
$ 7,429
$ — $ 123,296
General corporate expenses ........................................
Interest expense ...........................................................
Earnings before income taxes .....................................
(17,008)
(18,819)
$ 87,469
Identifiable assets ....................................................................... $ 620,450
$ 508,565
$ 369,879
$ 220,754
$ — $ 1,719,648
Year ended December 31, 1996
Net sales to unaffiliated customers ...........................................
Net sales between geographic areas ........................................
$ 557,935*
67,839
$ 504,397
45,682
$ 8,118
235,219
$ 27,529
11,243
$ — $ 1,097,979
—
(359,983)
Total net sales ..........................................................................
$ 625,774
$ 550,079
$ 243,337
$ 38,772
$ (359,983)
$ 1,097,979
Operating profit (loss) .................................................................
$ 60,868
$ (13,755)
$ 49,562
$ 3,854
$ — $ 100,529
General corporate expenses ........................................
Interest expense ...........................................................
Earnings before income taxes .....................................
(12,764)
(17,408)
$ 70,357
Identifiable assets .......................................................................
$ 619,952
$ 570,004
$ 347,053
$ 21,506
$ — $ 1,558,515
Year ended December 31, 1995
Net sales to unaffiliated customers ...........................................
Net sales between geographic areas ........................................
$ 597,154*
74,283
$ 589,488
53,883
$ 5,684
214,322
$ 32,090
341
$ — $ 1,224,416
—
(342,829)
Total net sales ..........................................................................
$ 671,437
$ 643,371
$ 220,006
$ 32,431
$ (342,829)
$ 1,224,416
Operating profit ..........................................................................
$ 59,877
$ 31,759
$ 66,640
$ 5,528
$ — $ 163,804
General corporate expenses ........................................
Interest expense ...........................................................
Earnings before income taxes .....................................
(11,397)
(29,433)
$ 122,974
Identifiable assets .......................................................................
$ 610,106
$ 653,395
$ 255,268
$ 24,562
$ — $ 1,543,331
* Includes export sales of $139,511, $112,402, and $123,387 for the years ended December 31, 1997, 1996, and 1995, respectively.
Sales between geographic areas are priced to result in operating profit that would be achieved on sales to unaffiliated customers. Operating profit is total
revenue less operating expenses. In computing operating profit, general corporate expenses, interest expenses, and income taxes were not deducted.
Vishay Intertechnology, Inc.
14. Summary of Quarterly Financial Information (Unaudited)
Quarterly financial information for the years ended December 31, 1997 and 1996 is as follows:
First Quarter
1997
1996
Second Quarter
1996
1997
Third Quarter
1997
1996
Fourth Quarter
1996
1997
Total Year
1997
1996
(In thousands, except per share amounts)
Net sales .............................. $ 273,262
65,604
Gross profit ..........................
Net earnings (loss) ..............
19,658
Basic and diluted earnings
$ 310,660
85,081
28,041
$ 272,661
65,630
19,948
$ 273,502
71,864
3,783 (2)
$ 285,352
70,392
20,695
$ 259,889
61,177
14,484
$ 293,944
65,573
(6,999)(1)
$ 253,928
53,991
6,308 (2)
$ 1,125,219
267,199
53,302
$ 1,097,979
272,113
52,616
(loss) per share (3) .............. $ .31
$ .44
$ .31
$ .06 (2) $ .32
$ .23
$ ( .11) (1) $ .10 (2) $ .83
$ .82
(1) Charges for restructuring ($12,605,000), various tax uncertainties ($10,000,000), forward exchange contract unrealized loss ($5,295,000), inventory reserves
($5,576,000), and a government settlement ($1,898,000) reduced net earnings by $27,692,000 or $.43 per share in the fourth quarter of 1997.
(2) Includes restructuring expense of $24,826,000 ($.25 per share) and $13,204,000 ($.16 per share) in the second and fourth quarters of 1996, respectively.
(3) Adjusted to give retroactive effect to 5% stock dividends in June 1997 and 1996.
15.
Subsequent Events
On March 2, 1998, the Company completed its purchase of 80.4% of the capital stock of Siliconix Incorporated (NASDQ: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, Vishay sold (subject to satisfaction of certain foreign regulatory approvals) 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 was funded from the Company's $1.1 billion revolving credit facilities made available to Vishay on March 2, 1998 (see Note 5).
In connection with the acquisition of TEMIC and Siliconix, Vishay entered into a forward exchange contract on December 16, 1997 to protect against the impact
of fluctuations in the exchange rate between the U.S. Dollar and the Deutsche Mark on the amount of U.S. Dollars required for the purchase of TEMIC and Siliconix.
The Company has accounted for the contract by marking it to market and recording the resulting gains or losses in the income statement. At December 31, 1997,
the contract had an unrealized loss of $5,295,000 which was reflected in other expense (see Note 7). On March 2, 1998, upon completion of the TEMIC and Siliconix
acquisitions, the forward exchange contract was settled and the Company recorded a realized loss of $11,500,000.
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, 1997 and 1996, and the related
consolidated statements of operations, cash flows, and stockholders' equity for each of the three years in the period ended December 31, 1997. 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,
financial position of
Vishay Intertechnology, Inc. at December 31, 1997 and 1996, and the consolidated results of its operations and its cash flows for each of the three years in the period
ended December 31, 1997, in conformity with generally accepted accounting principles.
financial statements referred
in all material respects,
to above present
the consolidated
fairly,
the
Philadelphia, Pennsylvania
February 5, 1998, except for Notes 5 and 15,
as to which the date is March 4, 1998
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Introduction and Background
The Company’s sales and net income increased significantly through
1995 primarily as a result of its acquisitions. Following each acquisition, the
Company implemented programs to take advantage of distribution and oper-
ating synergies among its businesses. This implementation was reflected in
increases in the Company’s sales and in the decline in selling, general, and
administrative expenses as a percentage of the Company’s sales.
In 1995, the Company’s growth was fueled, not only by its acquisition of
Vitramon, but also by the dramatic expansion in the electronic components
industry. This resulted in Vishay’s record net earnings of $92.7 million in 1995.
However, beginning with the last quarter of 1995 and continuing into the
first quarter of 1997, the Company has experienced a decline in demand for
most of its products, resulting in a decrease in revenues, earnings, and
backlogs. The Company believes this may be primarily a result of the
worldwide slowdown in demand for tantalum and multi-layer ceramic chip
capacitors, the economic downturn in Germany, where a significant portion of
the Company's products are sold, and the abrupt worldwide decline in demand
for passive electronic components by personal computer and telecommunica-
tions manufacturers.
In order to address the slowdown in demand, the Company imple-
mented a restructuring program in 1996 that included the downsizing and
closing of manufacturing facilities in North America and Europe. In connection
with the restructuring, the Company incurred $38,030,000 of pretax charges for
the year ended December 31, 1996 relating to employee termination and
facility closure costs. When the restructuring program is fully implemented, the
Company believes that by reducing overhead costs and improving manufactur-
ing efficiency, it will reduce costs by approximately $38 million per year. In
1997, the Company incurred $12,605,000 of restructuring expenses relating to
employee termination and facility closure costs in Europe. When fully imple-
mented, this restructuring program is intended to reduce costs by approxi-
mately $10 million per year. Depending on future economic conditions, the
Company may continue to downsize or close existing facilities in North
America, Europe, or elsewhere.
The Company’s strategy contemplates transferring some of its manu-
facturing operations from countries with high labor costs and tax rates (such as
the United States, France, and Germany) to Israel, Mexico, Portugal, the
Czech Republic, Taiwan, and the Peoples Republic of China in order to benefit
from lower labor costs and, in the case of Israel, to take advantage of various
government incentives, including government grants and tax incentives. The
Company may further reduce its costs in the face of a decline in demand by
accelerating the transfer of production to countries with lower labor costs and
more favorable tax environments.
The Company realizes approximately 57% of its revenues outside the
United States. As a result, fluctuations in currency exchange rates can
significantly affect the Company’s reported sales and, to a lesser extent,
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. Generally, in order
to minimize the effect of currency fluctuations on profits, the Company endeav-
ors to (i) borrow money in the local currencies and markets where it conducts
business, and (ii) minimize the time for settling intercompany transactions. In
connection with its day-to-day operations, the Company does not purchase
foreign currency exchange contracts or other derivative instruments to hedge
foreign currency exposures.
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 rate in the United States) have had the effect of increasing the
Company’s net earnings. The more favorable Israeli tax rates are applied to
specific approved projects and normally continue to be available for a period
of ten years or, if the investment in the project is over $20 million, for a period
of 15 years, which has been the case for most of the Company’s projects in
Israel since 1994. New projects are continually being introduced. In addition,
the Israeli government offers certain incentive programs in the form of grants
designed to increase employment in Israel. However, the Israeli government
has recently scaled back or discontinued some of its incentive programs.
Accordingly, there can be no assurance that in the future the Israeli govern-
ment will continue to offer new incentive programs applicable to the Company
or that, if it does, such programs will provide the same level of benefits the
Company has historically received or that the Company will continue to be
eligible to take advantage of them. Although the Company might be materially
adversely affected if these incentive programs were no longer available to the
Company for new projects, because a majority of the Company's projects in
Israel already benefit from government incentive programs, the Company does
not anticipate that any cutbacks in the incentive programs would have an
adverse impact on its earnings and operations for at least several years.
Israeli government grants, recorded as a reduction of costs of products
sold, were $11,352,000 for the year ended December 31, 1997, as compared
to $8,943,000 for the prior year. If the Israeli government continues its grant
and incentive programs, future benefits offered to the Company by the Israeli
government will likely depend on the Company continuing to increase capital
investment and the number of the Company's employees in Israel.
Results of Operations
Income statement captions as a percentage of sales and the effective
tax rates were as follows:
Year Ended December 31
1997
1996
1995
Costs of products sold
Gross profit
Selling, general, and
administrative expenses
Operating income
Earnings before income taxes
Effective tax rate
Net earnings
76.3%
23.7
75.2%
24.8
73.7%
26.3
12.2
9.7
7.8
39.1
4.7
12.9
7.8
6.4
25.2
4.8
13.0
12.4
10.0
24.6
7.6
Year ended December 31, 1997 compared to
Year ended December 31, 1996
Net sales for the year ended December 31, 1997 increased $27,240,000
or 2.5% from the prior year. The increase in net sales relates primarily to the
acquisition of LPSC, which became effective on July 1, 1997. Net sales of
LPSC for the six months ended December 31, 1997 were $38,290,000.
Exclusive of LPSC, net sales would have decreased by $11,050,000 or 1.0%.
The strengthening of the U.S. Dollar against foreign currencies for the year
ended December 31, 1997 in comparison to the prior year, resulted in a
decrease in reported sales of $55,424,000. Net sales, exclusive of foreign
currency fluctuations and the acquisition of LPSC, would have increased by
4.0% over the prior year.
Costs of products sold for the year ended December 31, 1997 were
76.3% of net sales, as compared to 75.2% for the prior year. Gross profit, as
a percentage of net sales, for the year ended December 31, 1997 decreased
from the prior year mainly due to a difficult pricing environment and also, as part
of the Company's fourth quarter 1997 restructuring program, recorded inven
tory write offs of $5,576,000. Exclusive of the inventory write-off, the
gross profit, as a percentage of net sales, would have been 24.2% for the year
ended December 31, 1997. The acquisition of LPSC did not have a significant
impact on the gross margin percentage.
Israeli government grants, recorded as a reduction of costs of products
sold, were $11,352,000 for the year ended December 31, 1997, as compared
to $8,943,000 for the prior year. Future grants and other incentive programs
offered to the Company by the Israeli government will likely depend on the
Company continuing to increase capital investment and the number of the
Company's employees in Israel. Deferred income at December 31, 1997
relating to Israeli government grants was $59,300,000.
Selling, general, and administrative expenses for the year ended
December 31, 1997 were 12.2% of net sales, as compared to 12.9% for the
prior year. LPSC's selling, general, and administrative expenses did not have
a significant impact on the percentage. Exclusive of LPSC's selling, general,
and administrative expenses, the expenses decreased by $8,611,000 as
compared to the prior year. This decrease relates to the cost reduction
program instituted in 1996.
The Company incurred unusual items of $14,503,000 for the year ended
December 31, 1997. Approximately $10,357,000 of these expenses relate to
employee termination costs covering approximately 324 employees located in
Germany and France. The restructuring program will be implemented over the
next year. In addition, the Company recorded a charge of $1,625,000 resulting
from a judgment rendered by a French court against Sprague France, S.A. The
Vishay subsidiary was ordered to make additional payments to certain workers
laid off in the last half of 1996 as part of Vishay's restructuring programs. As
of December 31, 1997, no payment has been made to the former employees.
The Company also incurred an unusual item of $1,898,000 relating to a
settlement with the United States government representing reimbursements
for overcharges relating to military products produced prior to 1993 at one of
the Company's U.S. subsidiaries. The remaining $623,000 relates to closing
a facility in France. At December 31, 1997, $11,982,000 of restructuring costs
are included in other accrued expenses.
When fully implemented, the 1997 restructuring program is expected to
reduce the Company's costs by approximately $10,000,000 annually.
Interest costs
the year ended
increased by $1,411,000
December 31, 1997 from the prior year due to the acquisition of LPSC. The
Company borrowed $130,000,000 from a group of banks to finance the
acquisition of LPSC.
for
Other income decreased by $4,255,000 for the year ended December
31, 1997 from the prior year due to an unrealized noncash loss of $5,295,000
relating to a forward exchange contract (entered into in connection with the
TEMIC acquisition, the purchase price of which was denominated in German
Marks and payable in U.S. Dollars).
The effective tax rate for the year ended December 31, 1997 was 39.1%
as compared to 25.2% for the prior year. The higher tax rate for the year ended
December 31, 1997 was due to a charge of $10,000,000 for various tax
uncertainties in the fourth quarter of 1997. Without this charge, the effective
tax rate for 1997 would have been 27.6%. The continuing effect of low tax rates
in Israel (as compared to the statutory rate in the United States) has increased
net earnings by $10,685,000 and $10,109,000 for the years ended
December 31, 1997 and 1996, respectively. The more favorable Israeli tax
rates are applied to specific approved projects and normally continue to be
available for periods of either ten or fifteen years.
Vishay Intertechnology, Inc.
Year ended December 31, 1996 compared to
Year ended December 31, 1995
Net sales for the year ended December 31, 1996 decreased
$126,437,000 or 10.3% from the prior year. The decrease in net sales is
indicative of the worldwide slowdown in the demand for tantalum and multi-
layer ceramic chip capacitors, the economic downturn in Germany, where a
significant portion of the Company's products are sold, and the abrupt world-
wide decline in demand for passive electronic components by personal com-
puter and telecommunications manufacturers, which started at the end of
1995.
The strengthening of the U.S. Dollar against foreign currencies for the
year ended December 31, 1996, in comparison to the prior year, resulted in a
decrease in reported sales of $20,712,000.
Net sales, exclusive of foreign currency fluctuations, decreased 8.6%
over the prior year.
Costs of products sold for the year ended December 31, 1996 were
75.2% of net sales, as compared to 73.7% for the prior year. Costs of products
sold for the year ended December 31, 1996 were negatively affected by, among
other things, a difficult pricing environment and start-up costs of the Company's
new capacitor plant in Israel.
Israeli government grants, recorded as a reduction of costs of products
sold, were $8,943,000 for the year ended December 31, 1996, as compared to
$13,243,000 for the prior year. To the extent the Israeli government continues
these grant and incentive programs, future benefits offered to the Company by
the Israeli government will likely depend on the Company continuing to
increase capital investment and the number of the Company's employees in
Israel. Deferred income at December 31, 1996 relating to Israeli government
grants was $58,570,000 as compared to $30,849,000 at December 31, 1995.
Selling, general, and administrative expenses for the year ended
December 31, 1996 were 12.9% of net sales, as compared to 13.0% for the
prior year. Selling, general, and administrative expenses have decreased by
$17,056,000, as compared to the prior year, as a result of a cost reduction
program instituted in the fourth quarter of 1995, lower sales, and a reduction
in management incentives.
The Company incurred a pretax restructuring charge of $38,030,000 for
the year ended December 31, 1996. Approximately $28,953,000 of those
charges relate to employee termination costs covering approximately 2,600
technical, production, administrative, and support employees located in the
United States, Canada, France, and Germany. As of December 31, 1996,
approximately 1,939 employees had been terminated and $12,822,000 of the
termination costs were paid. The remaining $9,077,000 of restructuring
expense relates to facility closure costs in North America and Europe. The
restructuring plan is expected to be completed by March 31, 1998. The
Company has sufficient lines of credit to fund these payments. Depending on
future economic conditions, the Company may continue to downsize or close
existing facilities in North America, Europe, or elsewhere.
When fully implemented, the 1996 restructuring program is expected to
reduce the Company's costs by approximately $38,000,000 annually.
Interest costs decreased by $12,025,000
the year ended
December 31, 1996 from the prior year primarily as a result of the net proceeds
of $230,279,000 from a common stock offering completed in September 1995
which were used, in large part, to prepay bank indebtedness.
for
Other income increased by $1,950,000 for the year ended December
31, 1996, as compared to the prior year. The increase is primarily due to foreign
exchange gains of $371,000 for the year ended December 31, 1996 as
compared to foreign exchange losses of $2,022,000 for the year ended
December 31, 1995.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
The effective tax rate for the year ended December 31, 1996 was 25.2%
as compared to 24.6% for the prior year. 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 $10,109,000 and $19,183,000 for the years ended
December 31, 1996 and 1995, respectively. The more favorable Israeli tax
rates are applied to specific approved projects and normally continue to be
available for periods of either ten of fifteen years. The Israeli tax effect benefit
was more pronounced in 1995 primarily as a result of an increased proportion
earnings in Israel.
Financial Condition and Liquidity
Cash flows from operations were $175,913,000 for the year ended
December 31, 1997 compared to $122,186,000 for the prior year. The increase
in cash flows from operations is primarily due to a decrease in inventories for
the year ended December 31, 1997 as compared to an increase in inventories
for the year ended December 31, 1996. Net purchases of property and
equipment for the year ended December 31, 1997 were $75,870,000 compared
to $123,984,000 in the prior year. This decrease reflects the fact that the
Company has substantially completed its current restructuring/expansion
program. Net cash provided by financing activities of $60,601,000 for the year
ended December 31, 1997 includes $130,000,000 used to finance the acqui-
sition of LPSC.
See Note 5 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, 1997 is strong, with
a current ratio of 3.38 to 1. The Company’s ratio of long-term debt (less current
portion) to stockholders’ equity was .36 to 1 at December 31, 1997 and .24 to 1
at December 31, 1996.
On March 2, 1998, the Company and certain of its subsidiaries obtained
a $1.1 billion revolving credit facility made available to Vishay under the
(i) Vishay Intertechnology, Inc. $825,000,000 Long Term Revolving Credit
Agreement, dated as of March 2, 1998 (the "LT Agreement"), and (ii) Vishay
Intertechnology, Inc. $275,000,000 Short Term Revolving Credit Agreement,
dated as of March 2, 1998 (the "ST Agreement" and collectively with the LT
Agreement, the "Loan Agreements") each by and among Vishay, Comerica
Bank, NationsBanc Montgomery Securities LLC, and the other banks signatory
thereto (collectively, the "Banks"), and Comerica Bank, as administrative agent
for the Banks (the "Agent"). The Loan Agreements replace all prior loans made
to Vishay by the Banks.
The LT Agreement provides for a $825,000,000 loan, comprising a
revolving credit facility and a swing line facility that mature on March 2, 2003,
subject to Vishay's right to request year-to-year renewals. The 364-day ST
Agreement provides for a $275,000,000 revolving credit facility that matures on
March 2, 1999, subject to Vishay's right to request an initial three month
extension and, if granted, subsequent year-to-year renewals. Borrowings
under the Loan Agreements will bear interest at variable rates based, at the
option of Vishay, on the prime rate or a eurocurrency rate and in the case of any
swing line advance, the quoted rate. The borrowings under the Loan Agree-
ments are secured by certain pledges of stock in certain significant subsidiaries
and indirect subsidiaries of Vishay and certain guaranties by significant
subsidiaries. The Company is restricted from paying cash dividends and must
comply with financial covenants.
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 expen-
ditures during the next twelve months.
Year 2000 Compliance
To address its need to modify its computer systems for adaptation to the
Year 2000, 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 the Company's European
facilities Year 2000 functional by the end of 1998. The Company is also
focusing on bringing its U.S., Asian, and Israeli computer systems into compli-
ance. The Company plans to spend approximately $1.4 million in 1998 to
address all potential software-related issues by the end of 1998. Management
does not believe the Company will suffer any material loss of customers or
other material adverse effects as a result of these modifications.
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 applications to
meet customers' changing needs.
The Company operates in a highly competitive environment, which
includes significant competitive pricing pressures and intense compe-
tition 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 ensure 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 prohi-
bitions, intergovernmental disputes, increased labor costs and reduc-
tion or cancellation of government grants, tax benefits or other incen-
tives 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 signifi-
cant 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 construc-
tion 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 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 re-
sources, and any other items needed for the production of the
Company's products; (ii) the effects of quality deviations in raw mate-
rials, 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 has
resulted in large part from its strategy to expand through acquisitions.
However, there is no assurance that the Company will find or consum-
mate 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 acquisi-
tion.
The Company's strategy also focuses on the reduction of selling,
general, and administrative expenses through the integration or elimi-
nation of redundant sales offices and administrative functions at ac-
quired companies and achievement of significant production cost sav-
ings through the transfer and expansion of manufacturing operations to
lower cost regions such as Israel, Mexico, Portugal, the Czech Repub-
lic, 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.
•
•
•
Vishay Intertechnology, Inc.
•
•
•
•
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.
The Company's results of operations may also be affected by
(i) changes within the Company's organization, particularly at the ex-
ecutive 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 unforeseen 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 sys-
tems; and (iii) the effects of a disruption in the Company's communica-
tions systems.
Common Stock Market Prices
Calendar 1997
Low
High
Calendar 1996
Low
High
First Quarter ...............................
Second Quarter .........................
Third Quarter .............................
Fourth Quarter ...........................
$ 25.00
$ 30.83
$ 31.88
$ 28.00
$ 20.60
$ 20.48
$ 23.19
$ 18.50
$ 29.48
$ 31.07
$ 23.81
$ 22.26
$ 21.77
$ 19.29
$ 16.55
$ 16.67
The Company’s Common Stock is listed on the New York Stock Ex-
change under the symbol VSH. The table shown above 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 1997
and 1996 calendar years indicated. Stock prices have been restated to reflect
stock dividends. 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 agreements (see
Note 5 to the consolidated financial statements). Holders of record of the
Company’s Common Stock totaled approximately 2,100 at March 25, 1998.
On November 27, 1995, the Company commenced a stock repurchase
program pursuant to which the Company was authorized to repurchase up to
750,000 shares of its Common Stock for an aggregate amount not to exceed
$30 million. The purchases of Common Stock by the Company under the
repurchase program are made in accordance with the rules of the Securities
and Exchange Commission and at the discretion of management. As of
December 31, 1995, the Company had repurchased 110,000 shares at an
approximate cost of $3,578,000. No repurchases were made in 1996 or 1997.
FINANCIAL SUMMARY
Summary of Operations (in thousands, except per share amounts)
1997
1996
1995
1994
1993
As of and for the Year ended December 31
Net sales ...................................................................................................
$ 1,125,219
$ 1,097,979
$ 1,224,416
$ 987,837
$ 856,272
Costs of products sold .............................................................................
Gross profit ...........................................................................................
Selling, general, and administrative expenses ......................................
Amortization of goodwill ...........................................................................
Unusual items ...........................................................................................
Operating margin ......................................................................................
Other income (expense):
Interest expense ..................................................................................
Other .....................................................................................................
Total other income (expense) ....................................................
Earnings before income taxes and cumulative effect of
accounting change ...............................................................................
Income taxes .............................................................................................
Earnings before cumulative effect of accounting change .....................
Cumulative effect of accounting change .................................................
858,020
267,199
136,876
7,218
14,503
108,602
(18,819)
(2,314)
(21,133)
87,469
34,167
53,302
—
825,866
272,113
141,765
6,494
38,030
85,824
(17,408)
1,941
(15,467)
70,357
17,741
52,616
—
902,518
321,898
158,821
6,461
4,200
152,416
748,135
239,702
137,124
4,609
—
97,969
663,239
193,033
118,906
3,294
(562)
71,395
(29,433)
(24,769)
(20,624)
(9)
916
123
(29,442)
(23,853)
(20,501)
122,974
30,307
92,667
—
74,116
15,169
58,947
—
50,894
8,246
42,648
1,427
Net earnings ..............................................................................................
$ 53,302
$ 52,616
$ 92,667
$ 58,947
$ 44,075
Earnings per share:
Basic .....................................................................................................
$ 0.83
$ 0.82
$ 1.55
$ 1.09
Diluted ...................................................................................................
$ 0.83
$ 0.82
$ 1.55
$ 1.09
$ 0.85
$ 0.85
Shares used in computing earnings per share:
Basic .....................................................................................................
Diluted ...................................................................................................
64,318
64,459
64,321
64,364
59,864
59,897
54,131
54,131
51,603
51,603
Financial Data (in thousands, except ratios)
Cash and short-term investments ...........................................................
$ 55,263
$ 20,945
$ 19,584
$ 26,876
$ 10,949
Working capital .........................................................................................
Current ratio ..............................................................................................
Property and equipment — net ...............................................................
Capital expenditures — net .....................................................................
Depreciation and amortization .................................................................
455,134
3.38
709,142
75,870
81,874
434,199
3.27
710,662
123,984
77,247
411,286
2.80
669,228
165,699
69,547
328,322
2.41
543,402
91,571
57,742
Total assets ...............................................................................................
1,719,648
1,558,515
1,543,331
1,345,070
Long-term debt .........................................................................................
Stockholders’ equity .................................................................................
347,463
959,648
229,885
945,230
228,610
907,853
402,337
565,088
205,806
2.09
422,668
79,377
48,578
950,670
266,999
376,503
Note: This table should be read in conjunction with the related consolidated financial statements and accompanying notes and management’s discussion
and analysis of financial condition and results of operations. Includes the results of Lite-On Power Semiconductor Corporation from July 1, 1997, the results of
Vitramon from July 1, 1994, the results of Roederstein from January 1, 1993 and the results of the businesses acquired from Sprague Technologies, Inc. from
January 1, 1992. Earnings per share amounts and weighted average shares outstanding have been retroactively restated for stock dividends and a 2-for-1 stock
split in June 1995.
Basic and diluted earnings per share for 1993 includes $0.03 for the cumulative effect of an accounting change for income taxes.
As of and for the Year ended December 31
1992
1991
1990
1989
$ 664,226
$ 442,283
$ 445,596
$ 415,619
508,018
156,208
101,327
2,380
—
52,501
(19,110)
4,533
(14,577)
37,924
7,511
30,413
—
318,166
124,117
75,973
1,695
3,700
42,749
(15,207)
(289)
(15,496)
27,253
6,363
20,890
—
312,925
132,671
77,740
1,552
2,441
50,938
(19,426)
2,344
(17,082)
33,856
10,655
23,201
—
290,801
124,818
75,423
1,502
1,846
46,047
(21,068)
1,439
(19,629)
26,418
8,651
17,767
—
As of and for the
Six Months ended
December 31
1988
$ 175,820
123,802
52,018
33,712
551
—
17,755
(9,577)
3,462
(6,115)
11,640
3,557
8,083
—
Vishay Intertechnology, Inc.
As of and for the
Year ended June 30
1988
1987
$ 108,951
$ 59,043
68,552
40,399
26,430
—
—
13,969
(2,351)
9,778
7,427
21,396
5,879
15,517
—
32,079
26,964
18,725
—
—
8,239
(1,588)
5,550
3,962
12,201
1,959
10,242
—
$ 30,413
$ 20,890
$ 23,201
$ 17,767
$ 8,083
$ 15,517
$ 10,242
$ 0.72
$ 0.70
41,982
47,079
$ 15,994
145,327
2.02
271,619
49,801
36,062
661,643
139,540
346,625
$ 0.52
$ 0.52
40,475
40,475
$ 14,438
128,733
2.65
171,951
26,660
27,056
448,771
127,632
201,366
$ 0.62
$ 0.61
37,192
43,663
$ 16,306
120,384
2.42
166,346
28,999
26,157
440,656
140,212
177,839
$ 0.51
$ 0.51
34,895
34,895
$ 27,779
115,945
2.35
150,912
21,605
22,288
419,958
186,182
117,984
$ 0.23
$ 0.23
35,110
35,110
$ 29,761
118,990
2.50
145,723
13,585
9,494
409,487
202,551
104,488
$ 0.44
$ 0.44
$ 0.31
$ 0.31
35,075
35,075
32,744
32,744
$ 23,476
$ 24,031
52,501
2.21
35,135
864
4,492
179,353
26,974
94,529
47,238
4.42
18,936
2,640
2,782
101,431
7,255
77,609
VISHAY INTERTECHNOLOGY, INC.
World Headquarters
63 Lincoln Highway, Malvern, PA 19355-2120 USA
Phone: 610-644-1300 • Fax: 610-296-0657
http://www.vishay.com
Board of Directors
Dr. Felix Zandman
Chairman of the Board
Chief Executive Officer
Vishay Intertechnology, Inc.
Avi D. Eden
Vice Chairman of the Board
Executive Vice President
Vishay Intertechnology, Inc.
Donald G. Alfson
Executive Vice President
Chief Business Development Officer
Vishay Intertechnology, Inc.
Robert A. Freece
Senior Vice President
Vishay Intertechnology, Inc.
Richard N. Grubb
Executive Vice President
Treasurer, Chief Financial Officer
Vishay Intertechnology, Inc.
Eliyahu Hurvitz
President and Chief Executive Officer
Teva Pharmaceutical Industries, Ltd.
Dr. Gerald Paul
President
Chief Operating Officer
Vishay Intertechnology, Inc.
Luella B. Slaner
Investor
Dr. Edward B. Shils
George W. Taylor Professor Emeritus
of Entrepreneurial Studies
The Wharton School
University of Pennsylvania
Mark I. Solomon
Founder and Chairman
CMS Companies
Jean-Claude Tine
Investor and
Former Chairman of the Board
Sfernice, S.A.
Corporate Directory
Honorary
Chairman of the Board
Alfred P. Slaner
(Deceased March 14, 1996)
Corporate Officers
Dr. Felix Zandman
Chairman of the Board
Chief Executive Officer
Avi D. Eden
Vice Chairman of the Board
Executive Vice President
Dr. Gerald Paul
President
Chief Operating Officer
Richard N. Grubb
Executive Vice President, Treasurer,
Chief Financial Officer
Donald G. Alfson
Executive Vice President
Chief Business Development Officer
Robert A. Freece
Senior Vice President
Abraham Inbar
Senior Vice President
Henry V. Landau
Vice President
William J. Spires
Vice President, Secretary
Annual Meeting
May 21, 1998 at 10:30 a.m.
Four Seasons Hotel
South Ballroom
Lobby Level
One Logan Square
Philadelphia, PA 19103
Quarterly Report Mailings
Shareholders owning Vishay stock indirectly
(through a bank, broker, or nominee who is a
registered holder) can receive our reports
directly and promptly from the Company at the
same time we mail to shareholders of record.
To be placed on Vishay's mailing list, call
610/644-1300, Ext. 2314. Shareholders with
access to the Internet can find the quarterly
report, press releases, and other financial
documents at http://www.vishay.com.
Stockholders’ Information
Independent Auditors
Ernst & Young LLP
Philadelphia, PA
Transfer Agent and Registrar
American Stock Transfer & Trust Company
New York, NY
Stock Exchange Listings
New York Stock Exchange
Symbol: VSH
Midwest Stock Exchange
Chicago Board of Options Exchange
SEC Form 10-K
A copy of the Company’s Form 10-K Annual Report
for the year ended December 31, 1997, filed
with the Securities and Exchange
Commission, may be obtained by
stockholders without charge by writing to the
Corporate Communications Department,
Vishay Intertechnology, Inc., 63 Lincoln
Highway, Malvern, PA 19355-2120 or through
Vishay's website at http://www.vishay.com.