UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended           June 29, 2024

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission File Number 011-07416

Vishay Intertechnology, Inc.
(Exact name of registrant as specified in its charter)

Delaware  
38-1686453
(State or Other Jurisdiction of Incorporation)
 
(I.R.S. Employer Identification Number)
     
63 Lancaster Avenue
Malvern, Pennsylvania 19355-2143
 
610-644-1300
(Address of Principal Executive Offices)
 
(Registrant’s Area Code and Telephone Number)

Securities registered pursuant to Section 12(b) of the Act:
       
 
Title of each class
Trading symbol
Name of exchange on which registered
 
  Common stock, par value $0.10 per share
VSH
New York Stock Exchange LLC
 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes  ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files.)
Yes  ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 
Large Accelerated Filer 
Accelerated filer ☐
 
Non-accelerated filer ☐
Smaller reporting company
 
Emerging growth company
 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes  No

As of August 5, 2024 the registrant had 124,668,345 shares of its common stock (excluding treasury shares) and 12,097,148 shares of its Class B common stock outstanding.






















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2

VISHAY INTERTECHNOLOGY, INC.
FORM 10-Q
June 29, 2024
CONTENTS

     
Page Number
   
         
     
         
     
         
     
         
     
         
     
         
     
         
     
         
     
         
     
         
   
         
   
         
   
         
   
         
   
         
   
         
   
         
   
         
   
         
   
         
   
         
     
3


PART I  - FINANCIAL INFORMATION

Item 1. Financial Statements

VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Balance Sheets
(Unaudited - In thousands)

   
June 29, 2024
   
December 31, 2023
 
Assets
           
Current assets:
           
Cash and cash equivalents
 
$
672,731
   
$
972,719
 
Short-term investments
   
15,320
     
35,808
 
Accounts receivable, net
   
424,512
     
426,674
 
Inventories:
               
Finished goods
   
172,353
     
167,083
 
Work in process
   
280,490
     
267,339
 
Raw materials
   
218,480
     
213,098
 
Total inventories
   
671,323
     
647,520
 
                 
Prepaid expenses and other current assets
   
213,331
     
214,443
 
Total current assets
   
1,997,217
     
2,297,164
 
                 
Property and equipment, at cost:
               
Land
   
84,036
     
77,006
 
Buildings and improvements
   
752,194
     
719,387
 
Machinery and equipment
   
3,226,301
     
3,053,868
 
Construction in progress
   
283,024
     
290,593
 
Allowance for depreciation
   
(2,888,004
)
   
(2,846,208
)
Property and equipment, net
   
1,457,551
     
1,294,646
 
                 
Right of use assets
   
124,878
     
126,829
 
                 
Deferred income taxes
    135,752       137,394  
                 
Goodwill
   
250,580
     
201,416
 
                 
Other intangible assets, net
   
86,895
     
72,333
 
                 
Other assets
   
99,828
     
110,141
 
Total assets
 
$
4,152,701
   
$
4,239,923
 

Continues on following page.
4


VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Balance Sheets (continued)
(Unaudited - In thousands)

   
June 29, 2024
   
December 31, 2023
 
Liabilities and equity
           
Current liabilities:
           
Trade accounts payable
 
$
198,527
   
$
191,002
 
Payroll and related expenses
   
152,423
     
161,940
 
Lease liabilities
   
27,502
     
26,485
 
Other accrued expenses
   
241,961
     
239,350
 
Income taxes
   
49,546
     
73,098
 
Total current liabilities
   
669,959
     
691,875
 
                 
Long-term debt less current portion
   
820,622
     
818,188
 
U.S. transition tax payable
   
-
     
47,027
 
Deferred income taxes
   
108,886
     
95,776
 
Long-term lease liabilities
   
98,907
     
102,830
 
Other liabilities
   
85,306
     
87,918
 
Accrued pension and other postretirement costs
   
187,575
     
195,503
 
Total liabilities
   
1,971,255
     
2,039,117
 
                 
Equity:
               
Vishay stockholders' equity
               
Common stock
   
13,358
     
13,319
 
Class B convertible common stock
   
1,210
     
1,210
 
Capital in excess of par value
   
1,296,721
     
1,291,499
 
Retained earnings
   
1,068,351
     
1,041,372
 
   Treasury stock (at cost)
    (186,816 )     (161,656 )
Accumulated other comprehensive income (loss)
   
(16,969
)
   
10,337
 
Total Vishay stockholders' equity
   
2,175,855
     
2,196,081
 
Noncontrolling interests
   
5,591
     
4,725
 
Total equity
   
2,181,446
     
2,200,806
 
Total liabilities and equity
 
$
4,152,701
   
$
4,239,923
 

See accompanying notes.
5


VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Statements of Operations
(Unaudited - In thousands, except per share amounts)

   
Fiscal quarters ended
 
   
June 29, 2024
   
July 1, 2023
 
             
Net revenues
 
$
741,239
   
$
892,110
 
Costs of products sold
   
578,369
     
634,637
 
Gross profit
   
162,870
     
257,473
 
                 
Selling, general, and administrative expenses
   
124,953
     
122,857
 
Operating income
   
37,917
     
134,616
 
                 
Other income (expense):
               
Interest expense
   
(6,657
)
   
(6,404
)
Other
   
5,011
     
5,257
 
Total other income (expense)
   
(1,646
)
   
(1,147
)
                 
Income before taxes
   
36,271
     
133,469
 
                 
Income tax expense
   
12,391
     
38,054
 
                 
Net earnings
   
23,880
     
95,415
 
                 
Less: net earnings attributable to noncontrolling interests
   
347
     
377
 
                 
Net earnings attributable to Vishay stockholders
 
$
23,533
   
$
95,038
 
                 
Basic earnings per share attributable to Vishay stockholders
 
$
0.17
   
$
0.68
 
                 
Diluted earnings per share attributable to Vishay stockholders
 
$
0.17
   
$
0.68
 
                 
Weighted average shares outstanding - basic
   
137,326
     
139,764
 
                 
Weighted average shares outstanding - diluted
   
138,084
     
140,478
 
                 
Cash dividends per share
 
$
0.10
   
$
0.10
 

See accompanying notes.
6


VISHAY INTERTECHNOLOGY, INC.
Consolidated Statements of Comprehensive Income
(Unaudited - In thousands)

   
Fiscal quarters ended
 
   
June 29, 2024
   
July 1, 2023
 
             
Net earnings
 
$
23,880
   
$
95,415
 
                 
Other comprehensive income (loss), net of tax
               
                 
Pension and other post-retirement actuarial items
   
388
   
148
 
                 
Foreign currency translation adjustment
   
(7,672
)
   
3,475
 
                 
Other comprehensive income (loss)
   
(7,284
)
   
3,623
 
                 
Comprehensive income
   
16,596
     
99,038
 
                 
Less: comprehensive income attributable to noncontrolling interests
   
347
     
377
 
                 
Comprehensive income attributable to Vishay stockholders
 
$
16,249
   
$
98,661
 

See accompanying notes.
7


VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Statements of Operations
(Unaudited - In thousands, except per share amounts)

   
Six fiscal months ended
 
   
June 29, 2024
   
July 1, 2023
 
             
Net revenues
 
$
1,487,518
   
$
1,763,156
 
Costs of products sold
   
1,154,241
     
1,226,970
 
Gross profit
   
333,277
     
536,186
 
                 
Selling, general, and administrative expenses
   
252,689
     
243,002
 
Operating income
   
80,588
     
293,184
 
                 
Other income (expense):
               
Interest expense
   
(13,153
)
   
(11,524
)
Other
   
13,098
     
8,586
Total other income (expense)
   
(55
)
   
(2,938
)
                 
Income before taxes
   
80,533
     
290,246
 
                 
Income tax expense
   
25,210
     
82,642
 
                 
Net earnings
   
55,323
     
207,604
 
                 
Less: net earnings attributable to noncontrolling interests
   
866
     
785
 
                 
Net earnings attributable to Vishay stockholders
 
$
54,457
   
$
206,819
 
                 
Basic earnings per share attributable to Vishay stockholders
 
$
0.40
   
$
1.48
 
                 
Diluted earnings per share attributable to Vishay stockholders
 
$
0.39
   
$
1.47
 
                 
Weighted average shares outstanding - basic
   
137,525
     
140,201
 
                 
Weighted average shares outstanding - diluted
   
138,279
     
140,865
 
                 
Cash dividends per share
 
$
0.20
   
$
0.20
 

See accompanying notes.

8


VISHAY INTERTECHNOLOGY, INC.
Consolidated Statements of Comprehensive Income
(Unaudited - In thousands)

   
Six fiscal months ended
 
   
June 29, 2024
   
July 1, 2023
 
             
Net earnings
 
$
55,323
   
$
207,604
 
                 
Other comprehensive income (loss), net of tax
               
                 
Pension and other post-retirement actuarial items
   
(1,808
)
   
284
 
                 
Foreign currency translation adjustment
   
(25,498
)
   
23,198
 
                 
Other comprehensive income (loss)
   
(27,306
)
   
23,482
 
                 
Comprehensive income
   
28,017
     
231,086
 
                 
Less: comprehensive income attributable to noncontrolling interests
   
866
     
785
 
                 
Comprehensive income attributable to Vishay stockholders
 
$
27,151
   
$
230,301
 

See accompanying notes.
9


VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Statements of Cash Flows
(Unaudited - In thousands)

   
Six fiscal months ended
 
   
June 29, 2024
   
July 1, 2023
 
             
Operating activities
           
Net earnings
 
$
55,323
   
$
207,604
 
Adjustments to reconcile net earnings to net cash provided by operating activities:
               
Depreciation and amortization
   
101,677
     
87,694
 
Gain on disposal of property and equipment
   
(1,091
)
   
(495
)
Inventory write-offs for obsolescence
   
19,051
     
18,023
 
Deferred income taxes
   
5,589
     
16,166
 
     Stock compensation expense
    9,293       6,082  
Other
   
(632
)
   
(811
)
   Change in U.S. transition tax liability
    (37,622 )     (27,670 )
   Change in repatriation tax liability
    (15,000 )     -  
Net change in operating assets and liabilities
   
(81,107
)
   
(69,461
)
Net cash provided by operating activities
   
55,481
     
237,132
 
                 
Investing activities
               
Capital expenditures
   
(115,648
)
   
(117,250
)
Proceeds from sale of property and equipment
   
1,265
     
1,013
 
Purchase of businesses, net of cash acquired
    (200,185 )     (5,003 )
Purchase of short-term investments     (59,638 )     (41 )
Maturity of short-term investments
   
80,110
     
293,282
 
Other investing activities
   
(1,220
)
   
(892
)
Net cash provided by (used in) investing activities
   
(295,316
)
   
171,109
 
                 
Financing activities
               
Net proceeds on revolving credit facility
   
-
     
143,000
 
Debt issuance costs
    -       (6,120 )
Dividends paid to common stockholders
   
(25,033
)
   
(25,538
)
Dividends paid to Class B common stockholders
   
(2,419
)
   
(2,419
)
Repurchase of common stock held in treasury
    (25,160 )     (40,399 )
Distributions to noncontrolling interests
    -       (867 )
Cash withholding taxes paid when shares withheld for vested equity awards
   
(4,058
)
   
(3,653
)
Net cash provided by (used in) financing activities
   
(56,670
)
   
64,004
 
Effect of exchange rate changes on cash and cash equivalents
   
(3,483
)
   
6,350
 
                 
Net increase (decrease) in cash and cash equivalents
   
(299,988
)
   
478,595
 
                 
Cash and cash equivalents at beginning of period
   
972,719
     
610,825
 
Cash and cash equivalents at end of period
 
$
672,731
   
$
1,089,420
 

See accompanying notes.
10


VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Statements of Equity
(Unaudited - In thousands, except share and per share amounts)

   
Common
Stock
   
Class B
Convertible
Common
Stock
   
Capital in
Excess of Par
Value
   
Retained
Earnings
    Treasury Stock    
Accumulated
Other
Comprehensive
Income (Loss)
   
Total Vishay
Stockholders'
Equity
   
Noncontrolling
Interests
   
Total
Equity
 
Balance at December 31, 2022
 
$
13,291
   
$
1,210
   
$
1,352,321
   
$
773,228
    $ (82,972 )  
$
(10,827
)
 
$
2,046,251
   
$
3,899
   
$
2,050,150
 
Net earnings
   
-
     
-
     
-
     
111,781
      -      
-
     
111,781
     
408
     
112,189
 
Other comprehensive income (loss)
   
-
     
-
     
-
     
-
      -      
19,859
     
19,859
     
-
     
19,859
 
Issuance of stock and related tax withholdings for vested restricted stock units (254,513 shares)
   
25
     
-
     
(3,678
)
   
-
      -      
-
     
(3,653
)
   
-
     
(3,653
)
Dividends declared ($0.10 per share)
   
-
     
-
     
14
     
(14,034
)
    -      
-
     
(14,020
)
   
-
     
(14,020
)
Stock compensation expense
   
-
     
-
     
2,965
     
-
      -      
-
     
2,965
     
-
     
2,965
 
Repurchase of common stock held in treasury (916,221 shares)
    -       -       -       -       (20,173 )     -       (20,173 )     -       (20,173 )
Balance at April 1, 2023
 
$
13,316
   
$
1,210
   
$
1,351,622
   
$
870,975

  $ (103,145 )  
$
9,032
   
$
2,143,010
   
$
4,307
   
$
2,147,317
 
Net earnings
   
-
     
-
     
-
     
95,038
      -      
-
     
95,038
     
377
     
95,415
 
Other comprehensive income (loss)
   
-
     
-
     
-
     
-
      -      
3,623
     
3,623
     
-
     
3,623
 
Distributions to noncontrolling interests
   
-
     
-
     
-
     
-
      -      
-
     
-
     
(867
)
   
(867
)
Dividends declared ($0.10 per share)
   
-
     
-
     
14
     
(13,951
)
    -      
-
     
(13,937
)
   
-
     
(13,937
)
Stock compensation expense
   
-
     
-
     
3,117
     
-
      -      
-
     
3,117
     
-
     
3,117
 
Repurchase of common stock held in treasury (847,202 shares)
    -       -       -       -       (20,226 )     -       (20,226 )     -       (20,226 )
Balance at July 1, 2023
 
$
13,316
   
$
1,210
   
$
1,354,753
   
$
952,062
    $ (123,371 )  
$
12,655
   
$
2,210,625
   
$
3,817
   
$
2,214,442
 
                                                                         
Balance at December 31, 2023   $ 13,319     $ 1,210     $ 1,291,499     $ 1,041,372     $ (161,656 )   $ 10,337     $ 2,196,081     $ 4,725     $ 2,200,806  
Net earnings     -       -       -       30,924       -       -       30,924       519       31,443  
Other comprehensive income (loss)
    -       -       -       -       -       (20,022 )     (20,022 )     -       (20,022 )
Issuance of stock and related tax withholdings for vested restricted stock units (371,055 shares)     38       -       (4,091 )     -       -       -       (4,053 )     -       (4,053 )
Dividends declared ($0.10 per share)
    -       -       13       (13,765 )     -       -       (13,752 )     -       (13,752 )
Stock compensation expense     -       -       5,344       -       -       -       5,344       -       5,344  
Repurchase of common stock held in treasury (565,420 shares)
    -       -       -       -       (12,538 )     -       (12,538 )     -       (12,538 )
Balance at March 30, 2024
  $ 13,357     $ 1,210     $ 1,292,765     $ 1,058,531     $ (174,194 )   $ (9,685 )   $ 2,181,984     $ 5,244     $ 2,187,228  
Net earnings     -       -       -       23,533       -       -       23,533       347       23,880  
Other comprehensive income (loss)
    -       -       -       -       -       (7,284 )     (7,284 )     -       (7,284 )
Issuance of stock and related tax withholdings for vested restricted stock units and phantom stock units (19,809 shares)
    1       -       (6 )     -       -       -       (5 )     -       (5 )
Dividends declared ($0.10 per share)
    -       -       13       (13,713 )     -       -       (13,700 )     -       (13,700 )
Stock compensation expense     -       -       3,949       -       -       -       3,949       -       3,949  
Repurchase of common stock held in treasury (554,587 shares)
    -       -       -       -       (12,622 )     -       (12,622 )     -       (12,622 )
Balance at June 29, 2024
  $ 13,358     $ 1,210     $ 1,296,721     $ 1,068,351     $ (186,816 )   $ (16,969 )   $ 2,175,855     $ 5,591     $ 2,181,446  

See accompanying notes.
11

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)

Note 1 – Basis of Presentation

The accompanying unaudited consolidated condensed financial statements of Vishay Intertechnology, Inc. (“Vishay” or the “Company”) have been prepared in accordance with the instructions to Form 10-Q and therefore do not include all information and footnotes necessary for presentation of financial position, results of operations, and cash flows required by accounting principles generally accepted in the United States (“GAAP”) for complete financial statements. The information furnished reflects all normal recurring adjustments which are, in the opinion of management, necessary for a fair summary of the financial position, results of operations, and cash flows for the interim periods presented.  The financial statements should be read in conjunction with the consolidated financial statements filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.  The results of operations for the fiscal quarter and six fiscal months ended June 29, 2024 are not necessarily indicative of the results to be expected for the full year.

The Company reports interim financial information for 13-week periods beginning on a Sunday and ending on a Saturday, except for the first fiscal quarter, which always begins on January 1, and the fourth fiscal quarter, which always ends on December 31.  The four fiscal quarters in 2024 end on March 30, 2024, June 29, 2024, September 28, 2024, and December 31, 2024, respectively.  The four fiscal quarters in 2023 ended on April 1, 2023, July 1, 2023, September 30, 2023, and December 31, 2023, respectively.  

Reclassifications

Certain prior period amounts have been reclassified to conform to the current financial statement presentation.

Note 2 – Acquisition Activities

As part of its growth strategy, the Company seeks to expand through targeted acquisitions of other manufacturers of electronic components.  These acquisition targets include businesses that have established positions in major markets, reputations for product quality and reliability, and product lines with which the Company has substantial marketing and technical expertise.  It also includes certain businesses that possess technologies which the Company expects to further develop and commercialize.

Newport wafer fab

On March 5, 2024, the Company acquired Nexperia’s wafer fabrication facility and operations located in Newport, South Wales, U.K. for $177,457 in cash, net of cash acquired.  The transaction included contingent payments of up to $15,000, held in escrow pending receipt of an export license.  The wafer fabrication facility is located on 28 acres and is an automotive-certified, 200mm semiconductor wafer fab with capacity to produce more than 30,000 wafers per month.  See Note 13 for further discussion on the fair value measurement of the contingent consideration liability.  

The transaction was funded by Vishay with cash on-hand.  To effect the transaction, Vishay acquired a 100% interest in the legal entity Neptune 6 Limited, and its wholly-owned operating subsidiary, Nexperia Newport Limited, which owns and operates the Newport facility.  Neptune 6 Limited was renamed "Vishay UK Holdings Limited," and Nexperia Newport Limited was renamed "Vishay Newport Limited."

Based on an estimate of fair values, the Company allocated the purchase price of the acquisition as follows:

Net working deficit (excluding cash and cash equivalents)
 
$
(339
)
Property and equipment
   
153,597
 
Customer relationships
   
4,000
 
Other, net
   
1,315
 
Deferred taxes, net
   
(18,908
)
Total identified assets and liabilities
   
139,665
 
         
Purchase price, net of cash acquired
    177,457
         
Goodwill
 
$
37,792
 

The acquired assets and liabilities are included in the MOSFETs segment.  The weighted average useful lives for customer relationships is 3 years.  The goodwill associated with this transaction is not deductible for income tax purposes.  The preliminary purchase price allocation is pending finalization of appraisals for property and equipment and intangible assets.  There can be no assurance that the estimated amounts recorded represent the final purchase price allocation.

12

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)

The Company recognized $2,984 of acquisition costs classified as a component of selling, general, and administrative expenses.  These costs were recognized in the third and fourth fiscal quarters of 2023 and first fiscal quarter of 2024.

The results and operations of this acquisition have been included in the MOSFETs segment since March 5, 2024.  The inclusion of this acquisition did not have material impact on the MOSFETs segment's or the Company's consolidated results.

Ametherm, Inc.

On June 5, 2024, the Company acquired all of the outstanding equity interests of Ametherm, Inc., a Carson City, Nevada-based manufacturer of inrush current limiting solutions and power thermistors, for $31,478 in cash, net of cash acquired.  Based on a preliminary estimate of fair values, the Company allocated $17,000 of the purchase price to definite-lived intangible assets.  After allocating the purchase price to assets acquired and liabilities assumed based on an estimation of their fair values at the date of acquisition, the Company recorded goodwill of $11,710 related to this acquisition.  The goodwill related to this acquisition is included in the Resistors reporting unit for goodwill impairment testing.  The results and operations of this acquisition have been included in the Resistors segment since June 5, 2024.

MaxPower Semiconductor, Inc.

In October 2022, the Company acquired all of the outstanding equity interests of MaxPower Semiconductor, Inc., ("MaxPower").  The Company paid cash of $50,000, net of cash acquired, at closing.  The transaction also included possible contingent payments of up to $57,500, which would be payable upon the achievement of certain technology milestones, upon favorable resolution of certain technology licensing matters with a third party, and upon the disposition of MaxPower's investment in an equity affiliate.  As of June 29, 2024, the contingent payments upon favorable resolution of certain technology licensing matters with a third party and upon the disposition of MaxPower's investment in an equity affiliate have been resolved.  Additionally, $2,500 has been paid upon the achievement of the first technology milestone.  The Company's estimate of the maximum possible contingent payments remaining is now $15,000.  See Note 13 for further discussion on the fair value measurement of the contingent consideration liability.


   


 
13

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)

Note 3 – Leases

The net right of use assets and lease liabilities recognized on the consolidated condensed balance sheets for the Company's operating leases were as follows:

 
June 29, 2024
   
December 31, 2023
 
Right of use assets
           
Operating Leases
           
Buildings and improvements
 
$
116,371
   
$
121,578
 
Machinery and equipment
   
8,507
     
5,251
 
Total
 
$
124,878
   
$
126,829
 
Current lease liabilities
               
Operating Leases
               
Buildings and improvements
 
$
23,314
   
$
23,647
 
Machinery and equipment
   
4,188
     
2,838
 
Total
 
$
27,502
   
$
26,485
 
Long-term lease liabilities
               
Operating Leases
               
Buildings and improvements
 
$
94,654
   
$
100,489
 
Machinery and equipment
   
4,253
     
2,341
 
Total
 
$
98,907
   
$
102,830
 
Total lease liabilities
 
$
126,409
   
$
129,315
 

Lease expense is classified in the statements of operations based on asset use.  Total lease cost recognized on the consolidated condensed statements of operations is as follows:

 
Fiscal quarters ended
   
Six fiscal months ended
 
   
June 29, 2024
   
July 1, 2023
   
June 29, 2024
   
July 1, 2023
 
Lease expense
                       
Operating lease expense
 
$
7,466
   
$
6,887
   
$
14,759
   
$
13,768
 
Short-term lease expense
   
220
     
252
     
476
     
508
 
Variable lease expense
   
148
     
159
     
362
     
311
 
Total lease expense
 
$
7,834
   
$
7,298
   
$
15,597
   
$
14,587
 

The Company paid $14,801 and $13,966 for its operating leases in the six fiscal months ended June 29, 2024 and July 1, 2023, respectively, which are included in operating cash flows on the consolidated condensed statements of cash flows.  The weighted-average remaining lease term for the Company's operating leases is 8.8 years and the weighted-average discount rate is 6.5% as of June 29, 2024.

The undiscounted future lease payments for the Company's operating lease liabilities are as follows:

 
June 29, 2024
 
2024 (excluding the six fiscal months ended June 29, 2024)  
$
14,880
 
2025
   
26,987
 
2026
   
22,722
 
2027
   
18,448
 
2028
   
15,643
 
Thereafter
   
69,738
 

The undiscounted future lease payments presented in the table above include payments through the term of the lease, which may include periods beyond the noncancellable term.  The difference between the total payments above and the lease liability balance is due to the discount rate used to calculate lease liabilities.

14

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)


Note 4 – Income Taxes

The provision for income taxes consists of provisions for federal, state, and foreign income taxes.  The effective tax rates for the periods ended June 29, 2024 and July 1, 2023 reflect the Company’s expected tax rate on reported income before income tax and tax adjustments. The Company operates in a global environment with significant operations in various jurisdictions outside the United States. Accordingly, the consolidated income tax rate is a composite rate reflecting the Company’s earnings and the applicable tax rates in the various jurisdictions where the Company operates. 

In December 2021, the Organization for Economic Co-operation and Development (“OECD”) issued model rules for a new global minimum tax (“Pillar Two”). Various jurisdictions around the world have passed, or are in the process of passing, legislation to enact Pillar Two and certain Pillar Two rules take effect in 2024 and 2025 in those jurisdictions. The United States has not adopted Pillar Two.  The Company is continuing to monitor the impacts of Pillar Two on its operations and does not anticipate a material increase in income tax expense associated with jurisdictions that have implemented an income inclusion rule. The Company is continuing to monitor and assess the impacts of Pillar Two rules set to take effect in 2025, such as the under-taxed profits rule.

The Company repatriated $120,000 of accumulated earnings to the United States in the second fiscal quarter of 2024 and paid withholding taxes, in Israel, of $15,000.  The withholding tax expense for the repatriation was recorded in prior years.

During the six fiscal months ended June 29, 2024, the liabilities for unrecognized tax benefits decreased $729 on a net basis, primarily due to statute expirations, partially offset by accruals for the current period.


Note 5 – Long-Term Debt

Long-term debt consists of the following:

 
June 29, 2024
   
December 31, 2023
 
             
Credit facility
 
$
-
   
$
-
 
Convertible senior notes, due 2025
   
95,102
     
95,102
 
Convertible senior notes, due 2030     750,000       750,000  
Deferred financing costs
   
(24,480
)
   
(26,914
)
     
820,622
     
818,188
 
Less current portion
   
-
     
-
 
   
$
820,622
   
$
818,188
 


The following table summarizes some key facts and terms regarding the outstanding convertible senior notes as of June 29, 2024:

 
2025 Notes
    2030 Notes  
Issuance date
 
June 12, 2018
    September 12, 2023  
Maturity date
 
June 15, 2025
*   September 15, 2030  
Principal amount as of June 29, 2024
 
$
95,102
    $ 750,000  
Cash coupon rate (per annum)
   
2.25
%
    2.25 %
Conversion rate (per $1 principal amount)
   
32.1684
      33.1609  
Effective conversion price (per share)
 
$
31.09
    $ 30.16  
130% of the current effective conversion price (per share)
 
$
40.42
    $ 39.21  
*As the Company has the intent and ability to refinance its convertible senior notes due 2025 (the "2025 Notes") upon maturity using its revolving credit facility, the 2025 Notes remain classified as long-term liabilities.

Deferred financing costs are recognized as non-cash interest expense.  Non-cash interest expense was $1,213 and $2,426 for the fiscal quarter and six fiscal months ended June 29, 2024, respectively, and $820 and $1,638 for the fiscal quarter and six fiscal months ended July 1, 2023, respectively.

15

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)


Note 6  – Stockholders' Equity

In 2022, the Company's Board of Directors adopted a Stockholder Return Policy that will remain in effect until such time as the Board votes to amend or rescind the policy.  The Stockholder Return Policy calls for the Company to return a prescribed amount of cash flows on an annual basis. The Company intends to return such amounts directly, in the form of dividends, or indirectly, in the form of stock repurchases.

The following table summarizes activity pursuant to this policy:

 
Fiscal quarters ended
  Six fiscal months ended  
 
June 29, 2024
    July 1, 2023
  June 29, 2024     July 1, 2023  
Dividends paid to stockholders
 
$
13,700
    $ 13,937     $ 27,452     $ 27,957  
Stock repurchases
   
12,622
      20,226       25,160       40,399  
Total
 
$
26,322
    $ 34,163     $ 52,612     $ 68,356  
 
The repurchased shares are being held as treasury stock.  The number of shares of common stock being held as treasury stock was 8,655,888 and 7,535,881 as of June 29, 2024 and December 31, 2023, respectively.

Note 7 – Revenue Recognition

Sales returns and allowances accrual activity is shown below:

 
Fiscal quarters ended
   
Six fiscal months ended
 
   
June 29, 2024
   
July 1, 2023
   
June 29, 2024
   
July 1, 2023
 
Beginning balance
 
$
48,748
   
$
38,280
   
$
47,760
   
$
46,979
 
Sales allowances
   
20,955
     
26,297
     
46,231
     
52,134
 
Credits issued
   
(25,103
)
   
(16,853
)
   
(49,187
)
   
(50,128
)
Foreign currency
   
(107
)
   
1,626
   
(311
)
   
365
Ending balance
 
$
44,493
   
$
49,350
   
$
44,493
   
$
49,350
 


Note 8 – Accumulated Other Comprehensive Income (Loss)

The cumulative balance of each component of other comprehensive income (loss) and the income tax effects allocated to each component are as follows:

 
Pension and
other post-
retirement
actuarial
items
   
Currency
translation
adjustment
   
Total
 
Balance at January 1, 2024
 
$
(14,599
)
 
$
24,936
   
$
10,337
 
Other comprehensive income (loss) before reclassifications
   
(2,574
)
   
(25,498
)
 
$
(28,072
)
Tax effect
   
-
     
-
   
$
-
 
Other comprehensive income before reclassifications, net of tax
   
(2,574
)
   
(25,498
)
 
$
(28,072
)
Amounts reclassified out of AOCI
   
967
     
-
   
$
967
 
Tax effect
   
(201
)
   
-
   
$
(201
)
Amounts reclassified out of AOCI, net of tax
   
766
     
-
   
$
766
 
Net other comprehensive income (loss)
 
$
(1,808
)
 
$
(25,498
)
 
$
(27,306
)
Balance at June 29, 2024
 
$
(16,407
)
 
$
(562
)
 
$
(16,969
)

Reclassifications of pension and other post-retirement actuarial items out of AOCI are included in the computation of net periodic benefit cost.  See Note 9 for further information.
16

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)

Note 9 – Pensions and Other Postretirement Benefits

The Company maintains various retirement benefit plans.  The service cost component of net periodic pension cost is classified in costs of products sold or selling, general, and administrative expenses on the consolidated condensed statements of operations based on the respective employee's function.  The other components of net periodic pension cost are classified as other expense on the consolidated condensed statements of operations.

Defined Benefit Pension Plans

The following table shows the components of the net periodic pension cost for the second fiscal quarters of 2024 and 2023 for the Company’s defined benefit pension plans:

 
Fiscal quarter ended
June 29, 2024
   
Fiscal quarter ended
July 1, 2023
 
   
U.S. Plans
   
Non-U.S.
Plans
   
U.S. Plans
   
Non-U.S.
Plans
 
                         
Net service cost
 
$
-
   
$
776
   
$
-
   
$
723
 
Interest cost
   
382
     
1,664
     
500
     
1,711
 
Expected return on plan assets
   
-
     
(582
)
   
-
     
(570
)
Amortization of prior service cost
   
17
     
57
     
36
     
56
 
Amortization of losses (gains)
   
(109
)
   
453
     
(30
)
   
87
 
Curtailment and settlement losses
   
-
     
101
     
-
     
106
 
Net periodic benefit cost
 
$
290
   
$
2,469
   
$
506
   
$
2,113
 

The following table shows the components of the net periodic pension cost for the six fiscal months ended June 29, 2024 and July 1, 2023 for the Company’s defined benefit pension plans:

 
Six fiscal months ended
June 29, 2024
   
Six fiscal months ended
July 1, 2023
 
   
U.S. Plans
   
Non-U.S.
Plans
   
U.S. Plans
   
Non-U.S.
Plans
 
                         
Net service cost
 
$
-
   
$
1,566
   
$
-
   
$
1,447
 
Interest cost
   
763
     
3,350
     
999
     
3,406
 
Expected return on plan assets
   
-
     
(1,178
)
   
-
     
(1,140
)
Amortization of prior service cost
   
33
     
114
     
72
     
111
 
Amortization of losses (gains)
   
(217
)
   
910
     
(60
)
   
173
 
Curtailment and settlement losses
   
-
     
206
     
-
     
213
 
Net periodic benefit cost
 
$
579
   
$
4,968
   
$
1,011
   
$
4,210
 

17

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)

Other Postretirement Benefits

The following table shows the components of the net periodic benefit cost for the second fiscal quarters of 2024 and 2023 for the Company’s other postretirement benefit plans:

 
Fiscal quarter ended
June 29, 2024
 
Fiscal quarter ended
July 1, 2023
 
 
U.S. Plans
 
Non-U.S.
Plans
 
U.S. Plans
 
Non-U.S.
Plans
 
                 
Service cost
 
$
5
   
$
60
   
$
6
   
$
34
 
Interest cost
   
52
     
61
     
56
     
31
 
Amortization of losses (gains)
   
(60
)
   
20
     
(81
)
   
4
 
Net periodic benefit cost
 
$
(3
)
 
$
141
   
$
(19
)
 
$
69
 

The following table shows the components of the net periodic pension cost for the six fiscal months ended June 29, 2024 and July 1, 2023 for the Company’s other postretirement benefit plans:

Six fiscal months ended
June 29, 2024
 
Six fiscal months ended
July 1, 2023
 
 
U.S. Plans
 
Non-U.S.
Plans
 
U.S. Plans
 
Non-U.S.
Plans
 
                 
Service cost
 
$
10
   
$
120
   
$
11
   
$
68
 
Interest cost
   
105
     
122
     
112
     
62
 
Amortization of losses (gains)
   
(120
)
   
41
     
(161
)
   
7
 
Net periodic benefit cost
 
$
(5
)
 
$
283
   
$
(38
)
 
$
137
 

18

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)


Note 10 – Stock-Based Compensation

The following table summarizes stock-based compensation expense recognized:

Fiscal quarters ended
 
Six fiscal months ended
 
 
June 29, 2024
 
July 1, 2023
 
June 29, 2024
 
July 1, 2023
 
                 
Restricted stock units ("RSUs")
 
$
3,949
   
$
3,117
   
$
9,175
     
5,975
 
Phantom stock units
   
-
     
-
     
118
     
107
 
Total
 
$
3,949
   
$
3,117
   
$
9,293
     
6,082
 

The following table summarizes unrecognized compensation cost and the weighted average remaining amortization periods at June 29, 2024 (amortization periods in years):

Unrecognized
Compensation
Cost
 
Weighted
Average
Remaining
Amortization
Periods
 
         
Restricted stock units
 
$
38,497
     
2.3
 
Phantom stock units
   
-
     
n/a
 
Total
 
$
38,497
         


19

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)

Restricted Stock Units

RSU activity under the Company's stock incentive programs as of June 29, 2024 and changes during the six fiscal months then ended are presented below (number of RSUs in thousands):

 
Number of
RSUs
   
Weighted
Average
Grant-date
Fair Value per
Unit
 
Outstanding:            
January 1, 2024    
1,717
   
$
23.03
 
Granted*    
1,638
     
20.47
 
Vested**    
(571
)
   
23.02
 
Cancelled or forfeited    
(44
)
   
23.88
 
Outstanding at June 29, 2024    
2,740
   
$
21.49
 
                 
Expected to vest at June 29, 2024    
2,467
         

* Employees in certain countries are granted equity-linked awards that will be settled in cash and are accounted for as liability awards.  The liability awards are not material.  The number of RSUs granted excludes these awards.
** The number of RSUs vested includes shares that the Company withheld on behalf of employees to satisfy the statutory tax withholding requirements.

The number of performance-based RSUs that are scheduled to vest increases ratably based on the achievement of defined performance and market criteria between the established target and maximum levels.  RSUs with performance-based and market-based vesting criteria are expected to vest as follows (number of RSUs in thousands):

Vesting Date
 
Expected
to Vest
   
Not Expected
to Vest
   
Total
 
January 1, 2025    
168
     
-
     
168
 
January 1, 2026    
95
     
72
     
167
 
January 1, 2027    
400
     
201
     
601
 
March 1, 2029     175       -       175  

Phantom Stock Units

Phantom stock unit activity as of June 29, 2024 and changes during the six fiscal months then ended are presented below (number of phantom stock units in thousands):


 
Number of
units
 
Grant-date
Fair Value per
Unit
 
Outstanding:
         
January 1, 2024
   
120
     
Granted
   
5
   
$
23.51
 
Dividend equivalents issued
   
1
         
Outstanding at June 29, 2024    
126
         
 


20

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)


Note 11 – Segment Information

The following tables set forth business segment information:

   
MOSFETs
   
Diodes
   
Optoelectronic
Components
   
Resistors
   
Inductors
   
Capacitors
   
Total
 
Fiscal quarter ended June 29, 2024:
                                     
Net revenues
 
$
155,053
   
$
146,265
   
$
53,010
   
$
179,498
   
$
94,061
   
$
113,352
   
$
741,239
 
                                                         
Segment Operating Income
 
$
1,834
   
$
24,414
   
$
8,693
   
$
32,859
   
$
24,547
   
$
20,966
   
$
113,313
 
                                                         
Fiscal quarter ended July 1, 2023:
                                                 
Net revenues
 
$
207,388
   
$
174,735
   
$
64,449
   
$
222,433
   
$
89,239
   
$
133,866
   
$
892,110
 
                                                         
Segment Operating Income
 
$
56,772
   
$
35,110
   
$
10,749
   
$
57,363
   
$
27,585
   
$
28,177
   
$
215,756
 

Six fiscal months ended June 29, 2024:
                                     
Net revenues
 
$
308,226
   
$
295,395
   
$
102,209
   
$
367,694
   
$
182,712
   
$
231,282
   
$
1,487,518
 
                                                         
Segment Operating Income
 
$
9,881
   
$
50,425
   
$
10,186
   
$
71,032
   
$
47,728
   
$
47,495
   
$
236,747
 
                                                         
Six fiscal months ended July 1, 2023:
                                                 
Net revenues
 
$
405,569
   
$
350,428
   
$
124,852
   
$
445,573
   
$
169,577
   
$
267,157
   
$
1,763,156
 
                                                         
Segment Operating Income
 
$
114,789
   
$
77,796
   
$
28,049
   
$
124,062
   
$
48,564
   
$
61,173
   
$
454,433
 


 
Fiscal quarters ended
   
Six fiscal months ended
 
   
June 29, 2024
   
July 1, 2023
   
June 29, 2024
   
July 1, 2023
 
Reconciliation:
                       
Segment Operating Income
 
$
113,313
   
$
215,756
   
$
236,747
   
$
454,433
 
Unallocated Selling, General, and Administrative Expenses
   
(75,396
)
   
(81,140
)
   
(156,159
)
   
(161,249
)
Consolidated Operating Income
 
$
37,917
   
$
134,616
   
$
80,588
   
$
293,184
 
Unallocated Other Income (Expense)
   
(1,646
)
   
(1,147
)
   
(55
)
   
(2,938
)
Consolidated Income Before Taxes
 
$
36,271
   
$
133,469
   
$
80,533
   
$
290,246
 

21

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)


The Company has a broad line of products that it sells to original equipment manufacturers ("OEMs"), electronic manufacturing services ("EMS") companies, and independent distributors.  The distribution of sales by channel is shown below:

 
Fiscal quarters ended
   
Six fiscal months ended
 
   
June 29, 2024
   
July 1, 2023
   
June 29, 2024
   
July 1, 2023
 
Distributors
 
$
411,508
   
$
487,107
   
$
793,988
   
$
957,895
 
OEMs
   
279,111
     
344,820
     
592,938
     
685,248
 
EMS companies
   
50,620
     
60,183
     
100,592
     
120,013
 
Total Revenue  
$
741,239
   
$
892,110
   
$
1,487,518
   
$
1,763,156
 

Net revenues were attributable to customers in the following regions:

 
Fiscal quarters ended
   
Six fiscal months ended
 
   
June 29, 2024
   
July 1, 2023
   
June 29, 2024
   
July 1, 2023
 
Asia
 
$
283,489
   
$
323,527
   
$
567,496
   
$
633,956
 
Europe
   
265,153
     
326,461
     
536,887
     
653,022
 
Americas
   
192,597
     
242,122
     
383,135
     
476,178
 
Total Revenue  
$
741,239
   
$
892,110
   
$
1,487,518
   
$
1,763,156
 

The Company generates substantially all of its revenue from product sales to end customers in the industrial, automotive, telecommunications, computing, consumer products, power supplies, military and aerospace, and medical end markets.  Sales by end market are presented below:

 
Fiscal quarters ended
   
Six fiscal months ended
 
   
June 29, 2024
   
July 1, 2023
   
June 29, 2024
   
July 1, 2023
 
Industrial
 
$
262,134
   
$
327,956
   
$
510,262
   
$
653,916
 
Automotive
   
268,099
     
310,233
     
555,401
     
594,732
 
Military and Aerospace
   
80,569
     
68,741
     
163,925
     
130,866
 
Medical
   
39,456
     
40,138
     
73,845
     
82,241
 
Other
   
90,981
     
145,042
     
184,085
     
301,401
 
Total Revenue
  $
741,239
    $
892,110
    $
1,487,518
    $
1,763,156
 

22

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)


Note 12 – Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share attributable to Vishay stockholders (shares in thousands):

 
Fiscal quarters ended
   
Six fiscal months ended
 
   
June 29, 2024
   
July 1, 2023
   
June 29, 2024
   
July 1, 2023
 
                         
Numerator:
                       
Net earnings attributable to Vishay stockholders
 
$
23,533
   
$
95,038
   
$
54,457
   
$
206,819
 
                                 
Denominator:
                               
Denominator for basic earnings per share:
                               
Weighted average shares
   
137,201
     
139,627
     
137,400
     
140,062
 
Outstanding phantom stock units
   
125
     
137
     
125
     
139
 
Adjusted weighted average shares
   
137,326
     
139,764
     
137,525
     
140,201
 
                                 
Effect of dilutive securities:
                               
Restricted stock units
   
758
     
714
     
754
     
664
 
Dilutive potential common shares
   
758
     
714
     
754
     
664
 
                                 
Denominator for diluted earnings per share:
                               
Adjusted weighted average shares - diluted
   
138,084
     
140,478
     
138,279
     
140,865
 
                                 
Basic earnings per share attributable to Vishay stockholders
 
$
0.17
   
$
0.68
   
$
0.40
   
$
1.48
 
                                 
Diluted earnings per share attributable to Vishay stockholders
 
$
0.17
   
$
0.68
   
$
0.39
   
$
1.47
 

Diluted earnings per share for the periods presented do not reflect the following weighted average potential common shares that would have an antidilutive effect or have unsatisfied performance conditions (in thousands):

 
Fiscal quarters ended
   
Six fiscal months ended
 
   
June 29, 2024
   
July 1, 2023
   
June 29, 2024
   
July 1, 2023
 
Restricted stock units
   
381
     
318
     
254
     
159
 

If the average market price of Vishay common stock is less than the effective conversion prices of the convertible senior notes due 2025 and due 2030, respectively, no shares are included in the diluted earnings per share computation for the convertible senior notes due 2025 and due 2030.  Upon Vishay exercising its existing right to legally amend the indenture governing the convertible senior notes due 2025, Vishay will satisfy its conversion obligations by paying $1 cash per $1 principal amount of converted notes and settle any additional amounts due in common stock.  Pursuant to the indenture governing the convertible senior notes due 2030, Vishay will satisfy its conversion obligations by paying $1 cash per $1 principal amount of converted notes and settle any additional amounts due in cash and/or common stock.  

In connection with the issuance of the convertible senior notes due 2030, the Company entered into capped call transactions (see Note 5), which were not included in the calculation of diluted earnings per share as their effect would have been anti-dilutive.  The capped calls are intended to reduce the potential dilution to the Company's common stock in the event that at the time of conversion of the convertible senior notes due 2030 the Company's common stock price exceeds the conversion price of the convertible senior notes due 2030.

23

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)

Note 13 – Fair Value Measurements

The following table provides the financial assets and liabilities carried at fair value measured on a recurring basis:

 
Total
Fair Value
   
Level 1
   
Level 2
   
Level 3
 
June 29, 2024                        
Assets:
                       
Assets held in rabbi trusts
 
$
51,149
   
$
23,289
   
$
27,860
   
$
-
 
Available for sale securities
 
$
3,996
     
3,996
     
-
     
-
 
   
$
55,145
   
$
27,285
   
$
27,860
   
$
-
 
                                 
Liability:
                               
Acquisitions contingent consideration
  $ 15,664     $ -     $ -     $ 15,664  
                                 
December 31, 2023                                
Assets:
                               
Assets held in rabbi trusts
 
$
50,378
   
$
24,343
   
$
26,035
   
$
-
 
Available for sale securities
 
$
4,115
     
4,115
     
-
     
-
 
   
$
54,493
   
$
28,458
   
$
26,035
   
$
-
 
                                 
Liability:
                               
MaxPower acquisition contingent consideration
  $ 938     $ -     $ -     $ 938  

There have been no changes in the classification of any financial instruments within the fair value hierarchy in the periods presented.

The Company maintains non-qualified trusts, referred to as “rabbi” trusts, to fund payments under deferred compensation and non-qualified pension plans. Rabbi trust assets consist primarily of marketable securities, classified as available-for-sale and company-owned life insurance assets. The marketable securities held in the rabbi trusts are valued using quoted market prices on the last business day of the period. The company-owned life insurance assets are valued in consultation with the Company’s insurance brokers using the value of underlying assets of the insurance contracts.  The fair value measurement of the marketable securities held in the rabbi trust is considered a Level 1 measurement and the measurement of the company-owned life insurance assets is considered a Level 2 measurement within the fair value hierarchy.

The Company holds investments in debt securities that are intended to fund a portion of its pension and other postretirement benefit obligations outside of the United States.  The investments are valued based on quoted market prices on the last business day of the period. The fair value measurement of the investments is considered a Level 1 measurement within the fair value hierarchy.

The Company may be required to make certain contingent payments to non-employee equity holders of MaxPower pursuant to the acquisition agreement, which will be payable upon the achievement of certain technology milestones.  The Company may be required to make certain contingent payments upon the receipt of an export license pursuant to the Newport wafer fab acquisition agreement.  The fair value of these contingent consideration payments is determined by estimating the net present value of the expected cash flows based on the probability of expected payments.  The fair value measurement of the contingent consideration is considered a Level 3 measurement within the fair value hierarchy.

The fair value of the long-term debt, excluding the derivative liabilities and deferred financing costs, at June 29, 2024 and December 31, 2023 is approximately $809,400 and $836,200, respectively, compared to its carrying value, excluding the deferred financing costs, of $845,102.  The Company estimates the fair value of its long-term debt using a combination of quoted market prices for similar financing arrangements and expected future payments discounted at risk-adjusted rates, which are considered Level 2 inputs.

At June 29, 2024 and December 31, 2023, the Company’s short-term investments were comprised of time deposits with financial institutions that have maturities that exceed 90 days from the date of acquisition; however they all mature within one year from the respective balance sheet dates.  The Company's short-term investments are accounted for as held-to-maturity debt instruments, at amortized cost, which approximates their fair value. The investments are funded with excess cash not expected to be needed for operations prior to maturity; therefore, the Company believes it has the intent and ability to hold the short-term investments until maturity.  At each reporting date, the Company performs an evaluation to determine if any unrealized losses are other-than-temporary.  No other-than-temporary impairments have been recognized on these securities, and there are no unrecognized holding gains or losses for these securities during the periods presented.  There have been no transfers to or from the held-to-maturity classification.  All decreases in the account balance are due to returns of principal at the securities’ maturity dates.  Interest on the securities is recognized as interest income when earned.

At June 29, 2024 and December 31, 2023, the Company’s cash and cash equivalents were comprised of demand deposits, time deposits with maturities of three months or less when purchased, and money market funds.  The Company estimates the fair value of its cash, cash equivalents, and short-term investments using Level 2 inputs.  Based on the current interest rates for similar investments with comparable credit risk and time to maturity, the fair value of the Company's cash, cash equivalents, and held-to-maturity short-term investments approximate the carrying amounts reported in the consolidated condensed balance sheets.

The Company’s financial instruments also include accounts receivable and accounts payable.  The carrying amounts for these financial instruments reported in the consolidated condensed balance sheets approximate their fair values.
24



Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Management's Discussion and Analysis ("MD&A") is intended to provide an understanding of Vishay's financial condition, results of operations and cash flows by focusing on changes in certain key measures from period to period. The MD&A should be read in conjunction with our Consolidated Condensed Financial Statements and accompanying Notes included in Item 1.  This discussion contains forward-looking statements that involve risks and uncertainties.  Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed in our Annual Report on Form 10-K, particularly in Item 1A. "Risk Factors," filed with the Securities and Exchange Commission on February 16, 2024.

Overview

Vishay Intertechnology, Inc. ("Vishay," "we," "us," or "our") manufactures one of the world’s largest portfolios of discrete semiconductors and passive electronic components that are essential to innovative designs in the automotive, industrial, computing, consumer, telecommunications, military, aerospace, and medical markets.

We operate in six segments based on product functionality: MOSFETs, Diodes, Optoelectronic Components, Resistors, Inductors, and Capacitors.

We are focused on enhancing stockholder value by growing our business and improving earnings per share.  Since 1985, we have pursued a business strategy of growth through focused research and development and acquisitions.  We plan to continue to grow our business through intensified internal growth supplemented by opportunistic acquisitions, while maintaining a prudent capital structure.  To drive growth and optimize stockholder value, we plan to capitalize on the mega trends of e-mobility, sustainability, and connectivity through initiatives.  We are developing go-to-market strategies and investing in and expanding the key product lines for growth that we have identified.  In addition, we are strategically expanding our outsourced production of commodity products to subcontractors.  At the same time, we are enhancing our channel management while investing in internal resources by adding customer-facing engineers and filling gaps in technology and market coverage.  Taken together, each of these initiatives supports our Think Customer First organizational culture.  To increase our internal capacity, we had planned to invest approximately $435 million in 2024.  At the midpoint of the year, the industry recovery is slower than expected.  Accordingly, we have adjusted our timetable for investments for our new 12-inch wafer fab in Itzehoe, Germany beyond 2024, and now expect total capital expenditures for 2024 to be between $360 million and $390 million.  We remain committed to spending a total of $2.6 billion in total capital expenditures for the period 2023 - 2028.  We can adjust the timing of our capital expenditures and still fulfill our customer commitments because we now have intermediate capacity due to the qualification of a foundry partner and the acquisition of the Newport wafer fab. 

On March 5, 2024, we completed the acquisition of Nexperia’s wafer fabrication facility and operations located in Newport, South Wales, U.K. for approximately $177.5 million in cash, net of cash acquired.  The wafer fabrication facility is located on 28 acres and is an automotive-certified, 200mm semiconductor wafer fab with capacity to produce more than 30,000 wafers per month. We plan to position the facility as a manufacturing excellence center and use it as the home for MaxPower to further develop and scale our SiC MOSFETs and diodes capabilities.  We expect the facility to initially generate a net loss while we invest in new equipment and qualify new products. 

In addition to enhancing stockholder value through growing our business, in 2022, our Board of Directors adopted a Stockholder Return Policy, which calls for us to return at least 70% of free cash flow, net of scheduled principal payments of long-term debt, on an annual basis.  See further discussion in “Stockholder Return Policy” below.

Our business and operating results have been and will continue to be impacted by worldwide economic conditions.  Our revenues are dependent on end markets that are impacted by consumer and industrial demand, and our operating results can be adversely affected by reduced demand in those global markets.  In this volatile economic environment, we continue to closely monitor our fixed costs, capital expenditure plans, inventory, and capital resources to respond to changing conditions and to ensure we have the management, business processes, and resources to meet our future needs.  We believe we can react quickly and professionally to changes in demand to minimize manufacturing inefficiencies and excess inventory build in periods of decline and maximize opportunities in periods of growth.  We believe we have significant liquidity to withstand temporary disruptions in the economic environment.  

We utilize several financial metrics, including net revenues, gross profit margin, operating margin, segment operating margin, end-of-period backlog, book-to-bill ratio, inventory turnover, change in average selling prices, net cash and short-term investments (debt), and free cash generation to evaluate the performance and assess the future direction of our business.  See further discussion in “Financial Metrics” and “Financial Condition, Liquidity, and Capital Resources” below.  The key financial metrics decreased slightly in the second fiscal quarter of 2024 primarily due to the negative impacts of an on-going distributor inventory correction.  Net revenues and margins decreased versus the prior year periods primarily due to lower sales volume.
25


Net revenues for the fiscal quarter ended June 29, 2024 were $741.2 million, compared to $746.3 million and $892.1 million for the fiscal quarters ended March 30, 2024 and July 1, 2023, respectively.  The net earnings attributable to Vishay stockholders for the fiscal quarter ended June 29, 2024 were $23.5 million, or $0.17 per diluted share, compared to $30.9 million, or $0.22 per diluted share for the fiscal quarter ended March 30, 2024, and $95.0 million, or $0.68 per diluted share for the fiscal quarter ended July 1, 2023.

Net revenues for the six fiscal months ended June 29, 2024 were $1,487.5 million, compared to $1,763.2 million for the six fiscal months ended July 1, 2023.  The net earnings attributable to Vishay stockholders for the six fiscal months ended June 29, 2024 were $54.5 million, or $0.39 per diluted share, compared to $206.8 million, or $1.47 per diluted share for the six fiscal months ended July 1, 2023.

We define adjusted net earnings as net earnings determined in accordance with GAAP adjusted for various items that management believes are not indicative of the intrinsic operating performance of our business.  We define free cash as the cash flows generated from continuing operations less capital expenditures plus net proceeds from the sale of property and equipment.  The reconciliations below include certain financial measures which are not recognized in accordance with GAAP, including adjusted net earnings, adjusted earnings per share, and free cash.  These non-GAAP measures should not be viewed as alternatives to GAAP measures of performance or liquidity.  Non-GAAP measures such as adjusted net earnings, adjusted earnings per share, and free cash do not have uniform definitions.  These measures, as calculated by Vishay, may not be comparable to similarly titled measures used by other companies. Management believes that adjusted net earnings and adjusted earnings per share are meaningful because they provide insight with respect to our intrinsic operating results.  Management believes that free cash is a meaningful measure of our ability to fund acquisitions, repay debt, and otherwise enhance stockholder value through stock repurchases or dividends.  We utilize the free cash metric in defining our Stockholder Return Policy.

Net earnings attributable to Vishay stockholders for the fiscal quarters ended June 29, 2024, March 30, 2024, and July 1, 2023 and for the six fiscal months ended June 29, 2024 and July 1, 2023 include no items affecting comparability. 

The following table reconciles gross profit by segment to consolidated gross profit (in thousands)

   
Fiscal quarters ended
   
Six fiscal months ended
 
   
June 29, 2024
   
March 30, 2024
   
July 1, 2023
   
June 29, 2024
   
July 1, 2023
 
                               
MOSFETs
 
$
21,569
   
$
25,473
   
$
71,954
   
$
47,042
   
$
144,812
 
Diodes
   
30,999
     
32,370
     
40,877
     
63,369
     
89,006
 
Optoelectronic Components
   
14,205
     
7,001
     
15,609
     
21,206
     
37,549
 
Resistors
   
41,182
     
46,471
     
64,634
     
87,653
     
138,670
 
Inductors
   
28,284
     
26,787
     
30,808
     
55,071
     
54,531
 
Capacitors
   
26,631
     
32,305
     
33,591
     
58,936
     
71,618
 
Gross profit
 
$
162,870
   
$
170,407
   
$
257,473
   
$
333,277
   
$
536,186
 

Although the term "free cash" is not defined in GAAP, each of the elements used to calculate free cash for the year-to-date period is presented as a line item on the face of our consolidated condensed statement of cash flows prepared in accordance with GAAP and the quarterly amounts are derived from the year-to-date GAAP statements as of the beginning and end of the respective quarter.  Free cash results are as follows (in thousands):

   
Fiscal quarters ended
   
Six fiscal months ended
 
   
June 29, 2024
   
March 30, 2024
   
July 1, 2023
   
June 29, 2024
   
July 1, 2023
 
Net cash provided by continuing operating activities
 
$
(24,730
)
 
$
80,211
   
$
107,239
   
$
55,481
   
$
237,132
 
Proceeds from sale of property and equipment
   
514
     
751
     
687
     
1,265
     
1,013
 
Less: Capital expenditures
   
(62,564
)
   
(53,084
)
   
(71,676
)
   
(115,648
)
   
(117,250
)
Free cash
 
$
(86,780
)
 
$
27,878
   
$
36,250
   
$
(58,902
)
 
$
120,895
 

Our results have been negatively impacted by the distributor inventory correction that began in the fourth fiscal quarter of 2022 and continued through the second fiscal quarter of 2024.  Our results for the second fiscal quarter of 2024 remain strong, although weaker than our prior fiscal quarter and prior year results.

Our free cash results were significantly impacted by the installment payments of the U.S. transition tax of $37.6 million and $27.7 million in the second fiscal quarters of 2024 and 2023, respectively, and $15.0 million of payments of withholding taxes on foreign earnings for the $120.0 million that was repatriated to the U.S. in the second fiscal quarter of 2024.
26


Stockholder Return Policy

In 2022, our Board of Directors adopted a Stockholder Return Policy, which calls for us to return at least 70% of free cash flow, net of scheduled principal payments of long-term debt, on an annual basis.  We intend to return such amounts to stockholders directly, in the form of dividends, or indirectly, in the form of stock repurchases.

The following table summarizes activity pursuant to this policy (in thousands):
 
  Fiscal quarters ended
  Six fiscal months ended  
 
June 29, 2024
  July 1, 2023
  June 29, 2024   July 1, 2023  
Dividends paid to stockholders
 
$
13,700
    $ 13,937     $ 27,452     $ 27,957  
Stock repurchases
   
12,622
      20,226       25,160       40,399  
Total
 
$
26,322
    $ 34,163     $ 52,612     $ 68,356  

We have determined that substantially all unremitted foreign earnings in Germany and Israel are no longer indefinitely reinvested.  These indefinite reinvestment assertions provide greater access to our worldwide cash balances to fund our growth plan and our Stockholder Return Policy, but also negatively impact our effective tax rate.

The structure of our Stockholder Return Policy enables us to allocate capital responsibly among our business, our lenders, and our stockholders. We will continue to invest in growth initiatives including key product line expansions, targeted R&D, and synergistic acquisitions. 

We have paid dividends each quarter since the first quarter of 2014, and the Stockholder Return Policy will remain in effect until such time as the Board votes to amend or rescind the policy.  Implementation of the Stockholder Return Policy is subject to future declarations of dividends by the Board of Directors, market and business conditions, legal requirements, and other factors.  The policy sets forth our intention, but does not obligate us to acquire any shares of common stock or declare any dividends, and the policy may be terminated or suspended at any time at our discretion, in accordance with applicable laws and regulations. 


 
 
27

Financial Metrics

We utilize several financial metrics to evaluate the performance and assess the future direction of our business.  These key financial measures and metrics include net revenues, gross profit margin, operating margin, segment operating income, segment operating margin, end-of-period backlog, and the book-to-bill ratio.  We also monitor changes in inventory turnover and our or publicly available average selling prices (“ASP”).

Gross profit margin is computed as gross profit as a percentage of net revenues.  Gross profit is generally net revenues less costs of products sold, but also deducts certain other period costs, particularly losses on purchase commitments and inventory write-downs.  Losses on purchase commitments and inventory write-downs have the impact of reducing gross profit margin in the period of the charge, but result in improved gross profit margins in subsequent periods by reducing costs of products sold as inventory is used.  We also regularly evaluate gross profit by segment to assist in the analysis of consolidated gross profit.  Gross profit margin and gross profit margin by segment are clearly a function of net revenues, but also reflect our cost management programs and our ability to contain fixed costs.

Operating margin is computed as gross profit less operating expenses, expressed as a percentage of net revenues.  Operating margin is clearly a function of net revenues, but also reflects our cost management programs and our ability to contain fixed costs.

Our chief operating decision maker makes decisions, allocates resources, and evaluates business segment performance based on segment operating income.  Only dedicated, direct selling, general, and administrative ("SG&A") expenses of the segments are included in the calculation of segment operating income.  We do not allocate certain SG&A expenses that are managed at the regional or corporate global level to our segments.  Accordingly, segment operating income excludes these SG&A expenses that are not directly traceable to the segments.  Segment operating income would also exclude costs not routinely used in the management of the segments in periods when those items are present, such as restructuring and severance costs, and other items affecting comparability.  Segment operating income is clearly a function of net revenues, but also reflects our cost management programs and our ability to contain fixed costs.  Segment operating margin is segment operating income expressed as a percentage of net revenues. 

End-of-period backlog is one indicator of future revenues. We include in our backlog only open orders that we expect to ship in the next twelve months.  If demand falls below customers’ forecasts, or if customers do not control their inventory effectively, they may cancel or reschedule the shipments that are included in our backlog, in many instances without the payment of any penalty.  Therefore, the backlog is not necessarily indicative of the results to be expected for future periods.

An important indicator of demand in our industry is the book-to-bill ratio, which is the ratio of the amount of product ordered during a period as compared with the product that we ship during that period. A book-to-bill ratio that is greater than one indicates that our backlog is building and that we are likely to see increasing revenues in future periods. Conversely, a book-to-bill ratio that is less than one is an indicator of declining demand and may foretell declining revenues.

We focus on our inventory turnover as a measure of how well we are managing our inventory.  We define inventory turnover for a financial reporting period as our costs of products sold for the four fiscal quarters ending on the last day of the reporting period divided by our average inventory (computed using each fiscal quarter-end balance) for this same period.  A higher level of inventory turnover reflects more efficient use of our capital.

Pricing in our industry can be volatile.  Using our and publicly available data, we analyze trends and changes in average selling prices to evaluate likely future pricing.  The erosion of average selling prices of established products is typical for semiconductor products.  We attempt to offset this deterioration with ongoing cost reduction activities and new product introductions.  Our specialty passive components are more resistant to average selling price erosion.  All pricing is subject to governing market conditions and is independently set by us.
28


The quarter-to-quarter trends in these financial metrics can also be an important indicator of the likely direction of our business. The following table shows net revenues, gross profit margin, operating margin, end-of-period backlog, book-to-bill ratio, inventory turnover, and changes in ASP for our business as a whole during the five fiscal quarters beginning with the second fiscal quarter of 2023 through the second fiscal quarter of 2024 (dollars in thousands):

   
2nd Quarter 2023
   
3rd Quarter 2023
   
4th Quarter 2023
   
1st Quarter 2024
   
2nd Quarter 2024
 
                               
Net revenues
 
$
892,110
   
$
853,653
   
$
785,236
   
$
746,279
   
$
741,239
 
                                         
Gross profit margin
   
28.9
%
   
27.8
%
   
25.6
%
   
22.8
%
   
22.0
%
                                         
Operating margin
   
15.1
%
   
13.5
%
   
9.9
%
   
5.7
%
   
5.1
%
                                         
End-of-period backlog
 
$
1,895,100
   
$
1,552,400
   
$
1,381,800
   
$
1,253,400
   
$
1,145,400
 
                                         
Book-to-bill ratio
   
0.69
     
0.63
     
0.75
     
0.82
     
0.86
 
                                         
Inventory turnover
   
3.9
     
3.7
     
3.6
     
3.5
     
3.4
 
                                         
Change in ASP vs. prior quarter
   
(0.7
)%
   
(0.8
)%
   
(0.7
)%
   
(2.5
)%
   
(0.7
)%
_________________________________________




See “Financial Metrics by Segment” below for net revenues, book-to-bill ratio, and gross profit margin broken out by segment.


Revenues decreased versus the prior fiscal quarter and the second fiscal quarter of 2023 primarily due to lower sales volume and lower average selling prices.  The book-to-bill ratio increased slightly versus the prior fiscal quarter, but orders and backlog continued to be negatively impacted by the distributor inventory correction that continued in the second fiscal quarter of 2024.  We continue to increase manufacturing capacity for critical product lines.  Average selling prices decreased versus the prior fiscal quarter and prior year quarter.

Gross profit margin decreased versus the prior fiscal quarter and the prior year quarter primarily due to decreased average selling prices and the impact of the Newport acquisition.  Lower sales volume and cost inflation also contributed to the decrease versus the prior year quarter.


The book-to-bill ratio in the second fiscal quarter of 2024 increased to 0.86 versus 0.82 in the first fiscal quarter of 2024. 




29



Financial Metrics by Segment

The following table shows net revenues, book-to-bill ratio, gross profit margin, and segment operating margin broken out by segment for the five fiscal quarters beginning with the second fiscal quarter of 2023 through the second fiscal quarter of 2024 (dollars in thousands):

   
2nd Quarter 2023
   
3rd Quarter 2023
   
4th Quarter 2023
   
1st Quarter 2024
   
2nd Quarter 2024
 
MOSFETs
                             
Net revenues
 
$
207,388
   
$
205,027
   
$
168,158
   
$
153,173
   
$
155,053
 
                                         
Book-to-bill ratio
   
0.68
     
0.50
     
0.62
     
0.68
     
0.79
 
                                         
Gross profit margin
   
34.7
%
   
33.5
%
   
27.3
%
   
16.6
%
   
13.9
%
                                         
Segment operating margin
   
27.4
%
   
25.7
%
   
16.8
%
   
5.3
%
   
1.2
%
                                         
Diodes
                                       
Net revenues
 
$
174,735
   
$
176,788
   
$
163,324
   
$
149,130
   
$
146,265
 
                                         
Book-to-bill ratio
   
0.54
     
0.58
     
0.61
     
0.72
     
0.85
 
                                         
Gross profit margin
   
23.4
%
   
26.7
%
   
24.1
%
   
21.7
%
   
21.2
%
                                         
Segment operating margin
   
20.1
%
   
23.5
%
   
20.9
%
   
17.4
%
   
16.7
%
                                         
Optoelectronic Components
                                       
Net revenues
 
$
64,449
   
$
64,441
   
$
53,853
   
$
49,199
   
$
53,010
 
                                         
Book-to-bill ratio
   
0.70
     
0.57
     
0.59
     
0.89
     
0.82
 
                                         
Gross profit margin
   
24.2
%
   
28.1
%
   
12.1
%
   
14.2
%
   
26.8
%
                                         
Segment operating margin
   
16.7
%
   
20.3
%
   
3.4
%
   
3.0
%
   
16.4
%
                                         
Resistors
                                       
Net revenues
 
$
222,433
   
$
199,877
   
$
198,022
   
$
188,196
   
$
179,498
 
                                         
Book-to-bill ratio
   
0.74
     
0.65
     
0.82
     
0.79
     
0.87
 
                                         
Gross profit margin
   
29.1
%
   
24.6
%
   
25.6
%
   
24.7
%
   
22.9
%
                                         
Segment operating margin
   
25.8
%
   
20.9
%
   
22.0
%
   
20.3
%
   
18.3
%
                                         
Inductors
                                       
Net revenues
 
$
89,239
   
$
89,947
   
$
87,868
   
$
88,651
   
$
94,061
 
                                         
Book-to-bill ratio
   
0.84
     
0.85
     
0.91
     
0.96
     
0.97
 
                                         
Gross profit margin
   
34.5
%
   
31.7
%
   
33.4
%
   
30.2
%
   
30.1
%
                                         
Segment operating margin
   
30.9
%
   
27.9
%
   
29.6
%
   
26.1
%
   
26.1
%
                                         
Capacitors
                                       
Net revenues
 
$
133,866
   
$
117,573
   
$
114,011
   
$
117,930
   
$
113,352
 
                                         
Book-to-bill ratio
   
0.70
     
0.75
     
0.95
     
1.03
     
0.87
 
                                         
Gross profit margin
   
25.1
%
   
22.1
%
   
25.3
%
   
27.4
%
   
23.5
%
                                         
Segment operating margin
   
21.0
%
   
17.5
%
   
20.4
%
   
22.5
%
   
18.5
%

30


Results of Operations

Statements of operations’ captions as a percentage of net revenues and the effective tax rates were as follows:

 
Fiscal quarters ended
   
Six fiscal months ended
 
   
June 29, 2024
   
March 30, 2024
   
July 1, 2023
   
June 29, 2024
   
July 1, 2023
 
Cost of products sold
   
78.0
%
   
77.2
%
   
71.1
%
   
77.6
%
   
69.6
%
Gross profit
   
22.0
%
   
22.8
%
   
28.9
%
   
22.4
%
   
30.4
%
Selling, general & administrative expenses
   
16.9
%
   
17.1
%
   
13.8
%
   
17.0
%
   
13.8
%
Operating income
   
5.1
%
   
5.7
%
   
15.1
%
   
5.4
%
   
16.6
%
Income before taxes and noncontrolling interest
   
4.9
%
   
5.9
%
   
15.0
%
   
5.4
%
   
16.5
%
Net earnings attributable to Vishay stockholders
   
3.2
%
   
4.1
%
   
10.7
%
   
3.7
%
   
11.7
%
________
                                       
Effective tax rate
   
34.2
%
   
29.0
%
   
28.5
%
   
31.3
%
   
28.5
%

Net Revenues

Net revenues were as follows (dollars in thousands):

 
Fiscal quarters ended
 
Six fiscal months ended
 
 
June 29, 2024
 
March 30, 2024
 
July 1, 2023
 
June 29, 2024
 
July 1, 2023
 
Net revenues
 
$
741,239
   
$
746,279
   
$
892,110
   
$
1,487,518
   
$
1,763,156
 

The change in net revenues versus the comparable prior periods was as follows (dollars in thousands):

 
Fiscal quarter ended June 29, 2024
 
Six fiscal months ended June 29, 2024
 
 
Change in net revenues
 
% change
 
Change in net revenues
 
% change
 
March 30, 2024
 
$
(5,040
)
   
(0.7
)%
   
n/a
     
n/a
 
July 1, 2023
 
$
(150,871
)
   
(16.9
)%
 
$
(275,638
)
   
(15.6
)%

Changes in net revenues were attributable to the following:

 
vs. Prior
Quarter
   
vs. Prior Year
Quarter
   
vs. Prior
Year-to-Date
 
Change attributable to:
                 
Decrease in volume
   
(1.1
)%
   
(15.4
)%
   
(13.8
)%
Decrease in average selling prices
   
(0.7
)%
   
(3.9
)%
   
(3.7
)%
Foreign currency effects
   
(0.3
)%
   
(0.3
)%
   
0.0
%
Acquisitions
   
1.8
%
   
1.8
%
   
1.1
%
Other
   
(0.4
)%
   
0.9
%
   
0.8
%
Net change
   
(0.7
)%
   
(16.9
)%
   
(15.6
)%

Despite the distributor inventory correction that we are experiencing, the long-term prospects for our business remain favorable, and we continue to increase manufacturing capacities for critical product lines.  The decrease in net revenues versus the prior fiscal quarter and prior year quarter are primarily due to sales volume and average selling prices.

Gross Profit Margins

Gross profit margins for the fiscal quarter ended June 29, 2024 were 22.0%, versus 22.8% and 28.9%, for the comparable prior quarter and prior year period, respectively.  Gross profit margins for the six fiscal months ended June 29, 2024 were 22.4%, versus 30.4% for the comparable prior year period.  The decreases versus the prior year periods are primarily due to lower sales volume and cost inflation.  Decreased average selling prices and the impact of the Newport acquisition contributed to the decreases versus the prior periods.
31


Segments

Analysis of revenues and margins for our segments is provided below. 

MOSFETs

Net revenues, gross profit margins, and segment operating margins of the MOSFETs segment were as follows (dollars in thousands):

   
Fiscal quarters ended
   
Six fiscal months ended
 
   
June 29, 2024
   
March 30, 2024
   
July 1, 2023
   
June 29, 2024
   
July 1, 2023
 
                               
Net revenues
  $
155,053
    $
153,173
    $
207,388
    $
308,226
    $
405,569
 
Gross profit margin
   
13.9
%
   
16.6
%
   
34.7
%
   
15.3
%
   
35.7
%
Segment operating margin
   
1.2
%
   
5.3
%
   
27.4
%
   
3.2
%
   
28.3
%

The change in net revenues versus the comparable prior periods was as follows (dollars in thousands):

 
Fiscal quarter ended
June 29, 2024
 
Six fiscal months ended
June 29, 2024
 
 
Change in net revenues
 
% change
 
Change in net revenues
 
% change
 
March 30, 2024
 
$
1,880
   
1.2
%
   
n/a
     
n/a
 
July 1, 2023
 
$
(52,335
)
   
(25.2
)%
 
$
(97,343)
     
(24.0
)%

Changes in MOSFETs segment net revenues were attributable to the following:

 
vs. Prior
Quarter
   
vs. Prior Year
Quarter
   
vs. Prior
Year-to-Date
 
Change attributable to:
                 
Change in volume
   
(7.1
)%
   
(25.6
)%
   
(21.5
)%
Change in average selling prices
   
0.0
%
   
(11.3
)%
   
(10.8
)%
Foreign currency effects
   
(0.1
)%
   
(0.1
)%
   
0.0
%
Acquisition
    8.5 %     7.8 %     4.8 %
Other
   
(0.1
)%
   
4.0
%
   
3.5
%
Net change
   
1.2
%
   
(25.2
)%
   
(24.0
)%

Net revenues of the MOSFETS segment increased slightly versus the prior fiscal quarter, but decreased significantly versus the prior year periods.  The increase versus the prior fiscal quarter is primarily due to the Newport wafer fab acquisition, partially offset by decreased sales to automotive end market customers.  The decrease versus the prior year quarter is primarily due decreased sales to distributor customers and customers in all regions.  The decrease versus the prior year-to-date period is due decreased sales to all end market customers and customers in all regions, partially offset by the Newport wafer fab acquisition.

Gross profit margin decreased versus the prior fiscal quarter and prior year periods.  The decrease from the prior fiscal quarter is primarily due to costs associated with the Newport wafer fab.  The decreases versus the prior year periods are primarily due to lower sales volume, decreased average selling prices, and costs associated with the Newport wafer fab.

The segment operating margin decreased versus the prior fiscal quarter and the prior year periods.  The decreases are primarily due to gross profit margin decreases.

Average selling prices were flat versus the prior fiscal quarter, but decreased versus the prior year periods.

We continue to invest to expand mid- and long-term manufacturing capacity for strategic product lines.  We have begun building a 12-inch wafer fab in Itzehoe, Germany adjacent to our existing 8-inch wafer fab, which we expect will increase our in-house wafer capacity by approximately 70% by 2028 and allow us to balance our in-house and foundry wafer supply.

We acquired leading edge silicon and silicon carbide MOSFETs products with our acquisition of MaxPower in the fourth fiscal quarter of 2022.  We plan to use the Newport wafer fabrication facility acquired in the first fiscal quarter of 2024 as the home for MaxPower to further develop and scale our SiC MOSFETs and diodes capabilities.


32


Diodes

Net revenues, gross profit margins, and segment operating margins of the Diodes segment were as follows (dollars in thousands):

   
Fiscal quarters ended
   
Six fiscal months ended
 
   
June 29, 2024
   
March 30, 2024
   
July 1, 2023
   
June 29, 2024
   
July 1, 2023
 
                               
Net revenues
  $
146,265
    $
149,130
    $
174,735
    $
295,395
    $
350,428
 
Gross profit margin
   
21.2
%
   
21.7
%
   
23.4
%
   
21.5
%
   
25.4
%
Segment operating margin
   
16.7
%
   
17.4
%
   
20.1
%
   
17.1
%
   
22.2
%

The change in net revenues versus the comparable prior periods was as follows (dollars in thousands):

   
Fiscal quarter ended
June 29, 2024
   
Six fiscal months ended
June 29, 2024
 
   
Change in net revenues
   
% change
   
Change in net revenues
   
% change
 
March 30, 2024
 
$
(2,865
)
   
(1.9
)%
   
n/a
     
n/a
 
July 1, 2023
 
$
(28,470
)
   
(16.3
)%
 
$
(55,033
)
   
(15.7
)%

Changes in Diodes segment net revenues were attributable to the following:

 
vs. Prior
Quarter
   
vs. Prior Year
Quarter
   
vs. Prior
Year-to-Date
 
Change attributable to:
                 
Decrease in volume
   
(0.7
)%
   
(15.5
)%
   
(13.7
)%
Decrease in average selling prices
   
(0.9
)%
   
(0.5
)%
   
(2.6
)%
Foreign currency effects
   
(0.3
)%
   
(0.4
)%
   
(0.1
)%
Other
   
0.0
%
   
0.1
%
   
0.7
%
Net change
   
(1.9
)%
   
(16.3
)%
   
(15.7
)%

Net revenues of the Diodes segment decreased slightly versus the prior fiscal quarter and significantly versus the prior year periods.  The decrease versus the prior fiscal quarter was primarily due to decreased sales to automotive and industrial end market customers and customers in the Europe region.  The decreases versus the prior year periods are due to decreased sales to nearly all end market customers and customers in all regions.

Gross profit margin decreased versus the prior fiscal quarter and prior year periods.  The decreases are primarily due to lower sales volume and lower average selling prices.  Higher labor costs also contributed to the decreases versus the prior year periods.

Segment operating margin decreased versus the prior fiscal quarter and the prior year periods.  The decreases are primarily due to gross profit margin decreases.

Average selling prices decreased versus the prior fiscal quarter and the prior year periods.

We plan to use the Newport wafer fabrication facility acquired in the first fiscal quarter of 2024 as the home for MaxPower to further develop and scale our SiC MOSFETs and diodes capabilities.
 

33


Optoelectronic Components

Net revenues, gross profit margins, and segment operating margins of the Optoelectronic Components segment were as follows (dollars in thousands):

   
Fiscal quarters ended
   
Six fiscal months ended
 
   
June 29, 2024
   
March 30, 2024
   
July 1, 2023
   
June 29, 2024
   
July 1, 2023
 
                               
Net revenues
 
$
$ 53,010
   
$
$ 49,199
   
$
$ 64,449
    $
102,209
    $
124,852
 
Gross profit margin
   
26.8
%
   
14.2
%
   
24.2
%
   
20.7
%
   
30.1
%
Segment operating margin
   
16.4
%
   
3.0
%
   
16.7
%
   
10.0
%
   
22.5
%

The change in net revenues versus the comparable prior periods was as follows (dollars in thousands):

   
Fiscal quarter ended
June 29, 2024
   
Six fiscal months ended
June 29, 2024
 
   
Change in net revenues
   
% change
   
Change in net revenues
   
% change
 
March 30, 2024
 
$
3,811
   
7.7
%
   
n/a
     
n/a
 
July 1, 2023
 
$
(11,439
)
   
(17.7
)%
   
(22,643
)
   
(18.1
)%

Changes in Optoelectronic Components segment net revenues were attributable to the following:

 
vs. Prior
Quarter
   
vs. Prior Year
Quarter
   
vs. Prior
Year-to-Date
 
Change attributable to:
                 
Change in volume
   
6.6
%
   
(16.0
)%
   
(16.7
)%
Change in average selling prices
   
1.3
%
   
(1.6
)%
   
(1.9
)%
Foreign currency effects
   
(0.4
)%
   
(0.3
)%
   
0.1
%
Other
   
0.2
%
   
0.2
%
   
0.4
%
Net change
   
7.7
%
   
(17.7
)%
   
(18.1
)%

Net revenues of the Optoelectronic Components segment increased versus the prior fiscal quarter, but decreased versus the prior year periods.  The increase versus the prior fiscal quarter is due to increased sales to distribution customers and industrial end market customers and customers in the Asia region.  The decreases versus the prior year periods are primarily due to distribution customers, all end market customers, and customers in the Europe and Americas regions.

Gross profit margin increased versus the prior fiscal quarter and prior year quarter, but decreased versus the prior year-to-date period.  The increase versus the prior fiscal quarter is primarily due to increased sales volume, increased average selling prices, manufacturing efficiencies, and cost containment initiatives.  The increase versus the prior year quarter is due to cost containment initiatives and manufacturing efficiencies, partially offset by decreased sales volume and average selling prices.  The decrease versus the prior year-to-date period is primarily due to decreased sales volume and average selling prices.

Segment operating margin increased versus the prior fiscal quarter, but decreased versus the prior year periods.  The fluctuations are primarily due to gross profit margin fluctuations.

Average selling prices increased versus the prior fiscal quarter, but decreased versus the prior year periods.

We are now using our recently modernized and expanded wafer fab in Heilbronn, Germany.


34


Resistors

Net revenues, gross profit margins, and segment operating margins of the Resistors segment were as follows (dollars in thousands):

   
Fiscal quarters ended
   
Six fiscal months ended
 
   
June 29, 2024
   
March 30, 2024
   
July 1, 2023
   
June 29, 2024
   
July 1, 2023
 
                               
Net revenues
  $
179,498
    $
188,196
    $
222,433
    $
367,694
    $
445,573
 
Gross profit margin
   
22.9
%
   
24.7
%
   
29.1
%
   
23.8
%
   
31.1
%
Segment operating margin
   
18.3
%
   
20.3
%
   
25.8
%
   
19.3
%
   
27.8
%

The change in net revenues versus the comparable prior periods was as follows (dollars in thousands):

   
Fiscal quarter ended
June 29, 2024
   
Six fiscal months ended
June 29, 2024
 
   
Change in net revenues
   
% change
   
Change in net revenues
   
% change
 
March 30, 2024
 
$
(8,698
)
   
(4.6
)%
   
n/a
     
n/a
 
July 1, 2023
 
$
(42,935
)
   
(19.3
)%
 
$
(77,879
)
   
(17.5
)%

Changes in Resistors segment net revenues were attributable to the following:

 
vs. Prior
Quarter
   
vs. Prior Year
Quarter
   
vs. Prior
Year-to-Date
 
Change attributable to:
                 
Decrease in volume
   
(2.3
)%
   
(16.9
)%
   
(16.2
)%
Decrease in average selling prices
   
(1.6
)%
   
(2.7
)%
   
(1.8
)%
Foreign currency effects
   
(0.3
)%
   
(0.4
)%
   
0.0
%
Acquisitions
    0.1 %     0.1 %     0.0 %
Other
   
(0.5
)%
   
0.6
%
   
0.5
%
Net change
   
(4.6
)%
   
(19.3
)%
   
(17.5
)%

Net revenues of the Resistors segment decreased slightly versus the prior fiscal quarter and significantly versus the prior year periods.  The decrease versus the prior fiscal quarter is primarily due to decreased sales to industrial and automotive end market customers and customers in the Europe region.  The decreases versus the prior year periods were due to decreased sales to nearly all end market customers and customers in all regions.

Gross profit margin decreased versus the prior fiscal quarter and prior year periods.  The decreases were primarily due to lower sales volume, lower average selling prices, increased labor costs, and increased logistics costs.

Segment operating margin decreased versus the prior fiscal quarter and the prior year periods.  The decreases are primarily due to gross profit margin decreases.

Average selling prices decreased versus the prior fiscal quarter and prior year periods.

We are increasing critical manufacturing capacities for certain product lines.  We continue to broaden our business with targeted acquisitions of specialty resistors businesses.

35


Inductors

Net revenues, gross profit margins, and segment operating margins of the Inductors segment were as follows (dollars in thousands):

   
Fiscal quarters ended
   
Six fiscal months ended
 
   
June 29, 2024
   
March 30, 2024
   
July 1, 2023
   
June 29, 2024
   
July 1, 2023
 
                               
Net revenues
  $
94,061
    $
88,651
    $
89,239
    $
182,712
    $
169,577
 
Gross profit margin
   
30.1
%
   
30.2
%
   
34.5
%
   
30.1
%
   
32.2
%
Segment operating margin
   
26.1
%
   
26.1
%
   
30.9
%
   
26.1
%
   
28.6
%

The change in net revenues versus the comparable prior periods was as follows (dollars in thousands):

   
Fiscal quarter ended
June 29, 2024
   
Six fiscal months ended
June 29, 2024
 
   
Change in net revenues
   
% change
   
Change in net revenues
   
% change
 
March 30, 2024
 
$
5,410
   
6.1
%
   
n/a
     
n/a
 
July 1, 2023
 
$
4,822
   
5.4
%
 
$
13,135
   
7.7
%

Changes in net revenues were attributable to the following:

   
vs. Prior Quarter
   
vs. Prior Year Quarter
   
vs. Prior
Year-to-Date
 
Change attributable to:
                 
Increase in volume
   
6.4
%
   
8.8
%
   
10.2
%
Decrease in average selling prices
   
(0.2
)%
   
(2.7
)%
   
(2.0
)%
Foreign currency effects
   
(0.1
)%
   
(0.2
)%
   
0.0
%
Other
   
0.0
%
   
(0.5
)%
   
(0.5
)%
Net change
   
6.1
%
   
5.4
%
   
7.7
%

Net revenues of the Inductors segment increased versus the prior fiscal quarter and prior year periods.  The increase versus the prior fiscal quarter was primarily due to increased sales to distribution and EMS customers, medical end market customers, and customers in the Americas region.  The increase versus the prior year quarter was primarily due to increased sales to distribution customers, military and aerospace and medical end market customers, and customers in the Americas region.  The increase versus the prior year-to-date period was primarily due to increased sales to distribution customers, automotive, military and aerospace, and medical end market customers, and customers in the Americas and Asia regions.

Gross profit margin was flat versus the prior fiscal quarter, but decreased versus the prior year periods.  The decreases versus the prior year periods are primarily due to decreased average selling prices, higher logistics, materials, and labor costs, and start-up costs of a new manufacturing facility.

Segment operating margin was flat versus the prior fiscal quarter, but decreased versus the prior year periods.  The decreases are primarily due to gross profit margin decreases.

Average selling prices decreased versus the prior fiscal quarter and prior year periods.

We expect long-term growth in this segment, and are continuously expanding manufacturing capacity for certain product lines and evaluating acquisition opportunities, particularly of specialty businesses.

36


Capacitors

Net revenues, gross profit margins, and segment operating margins of the Capacitors segment were as follows (dollars in thousands):

   
Fiscal quarters ended
   
Six fiscal months ended
 
   
June 29, 2024
   
March 30, 2024
   
July 1, 2023
   
June 29, 2024
   
July 1, 2023
 
                               
Net revenues
  $
113,352
    $
117,930
    $
133,866
    $
231,282
    $
267,157
 
Gross profit margin
   
23.5
%
   
27.4
%
   
25.1
%
   
25.5
%
   
26.8
%
Segment operating margin
   
18.5
%
   
22.5
%
   
21.0
%
   
20.5
%
   
22.9
%

The change in net revenues versus the comparable prior periods was as follows (dollars in thousands):

   
Fiscal quarter ended
June 29, 2024
   
Six fiscal months ended
June 29, 2024
 
   
Change in net revenues
   
% change
   
Change in net revenues
   
% change
 
March 30, 2024
 
$
(4,578
)
   
(3.9
)%
   
n/a
     
n/a
 
July 1, 2023
 
$
(20,514
)
   
(15.3
)%
 
$
(35,875
)
   
(13.4
)%

Changes in Capacitors segment net revenues were attributable to the following:

 
vs. Prior
Quarter
   
vs. Prior Year
Quarter
   
vs. Prior
Year-to-Date
 
Change attributable to:
                 
Decrease in volume
   
(1.0
)%
   
(13.1
)%
   
(12.5
)%
Decrease in average selling prices
   
(1.4
)%
   
(1.8
)%
   
(0.7
)%
Foreign currency effects
   
(0.4
)%
   
(0.5
)%
   
(0.1
)%
Other
   
(1.1
)%
   
0.1
%
   
(0.1
)%
Net change
   
(3.9
)%
   
(15.3
)%
   
(13.4
)%

Net revenues of the Capacitors segment decreased slightly versus the prior fiscal quarter and significantly versus the prior year periods.  The decrease versus the prior fiscal quarter is primarily due to decreased sales to distribution customers and customers in the Americas and Asia regions.  The decrease versus the prior year quarter is primarily due to decreased sales to distribution customers, industrial end market customers, and customers in the Europe and Americas regions.  The decrease versus the prior year-to-date period is primarily due to decreased sales to industrial end market customers and customers in the Europe and Americas regions.

Gross profit margin decreased versus the prior fiscal quarter and prior year periods.  The decreases are due to lower sales volume, lower average selling prices, increased labor costs, and production inefficiencies.

Segment operating margin decreased versus the prior fiscal quarter and the prior year periods.  The decreases are primarily due to gross profit margin decreases.

Average selling prices decreased versus the prior fiscal quarter and prior year periods.


37


Selling, General, and Administrative Expenses

Selling, general, and administrative (“SG&A”) expenses are summarized as follows (dollars in thousands):

 
Fiscal quarters ended
 
Six fiscal months ended
 
 
June 29, 2024
 
March 30, 2024
 
July 1, 2023
 
June 29, 2024
 
July 1, 2023
 
Total SG&A expenses
 
$
124,953
   
$
127,736
   
$
122,857
   
$
252,689
   
$
243,002
 
as a percentage of revenues
   
16.9
%
   
17.1
%
   
13.8
%
   
17.0
%
   
13.8
%

The sequential decrease in SG&A expenses is primarily attributable to uneven attribution of stock-based compensation expense and lower bonus compensation.  SG&A expenses increased versus the prior year periods due to higher stock-based compensation expense and general cost inflation. 

Other Income (Expense)

Interest expense for the fiscal quarter ended June 29, 2024 increased $0.2 million versus the fiscal quarter ended March 30, 2024 and increased $0.3 million versus the fiscal quarter ended July 1, 2023.  Interest expense for the six fiscal months ended June 29, 2024 increased by $1.6 million versus the six fiscal months ended July 1, 2023.  The increase versus the prior fiscal quarter is due to higher average outstanding balances on the revolving credit facility.  The increases versus the prior year periods are due to the issuance of the convertible senior notes due 2030 in the third fiscal quarter of 2023.

The following tables analyze the components of the line “Other” on the consolidated condensed statements of operations (in thousands):

   
Fiscal quarters ended
       
   
June 29, 2024
   
July 1, 2023
   
Change
 
Foreign exchange gain (loss)
 
$
620
   
$
1,203
   
$
(583
)
Interest income
   
6,663
     
6,292
     
371
 
Other components of net periodic pension expense
   
(2,056
)
   
(1,906
)
   
(150)
 
Investment income (expense)
   
(148
)
   
(193
)
   
45
 
Other
   
(68
)
   
(139
)
   
71
 
   
$
5,011
   
$
5,257
   
$
(246)
 

   
Fiscal quarters ended
       
   
June 29, 2024
   
March 30, 2024
   
Change
 
Foreign exchange gain (loss)
 
$
620
   
$
1,293
   
$
(673
)
Interest income
   
6,663
     
9,053
     
(2,390
)
Other components of net periodic pension expense
   
(2,056
)
   
(2,073
)
   
17
 
Investment income (expense)
   
(148
)
   
(366
)
   
218
 
Other
   
(68
)
   
180
     
(248
)
   
$
5,011
   
$
8,087
   
$
(3,076
)

   
Six fiscal months ended
       
   
June 29, 2024
   
July 1, 2023
   
Change
 
Foreign exchange gain (loss)
 
$
1,913
   
$
(287)
   
$
2,200
Interest income
   
15,716
     
12,236
     
3,480
 
Other components of net periodic pension expense
   
(4,129
)
   
(3,794
)
   
(335)
 
Investment income (expense)
   
(514
)
   
551
   
(1,065)
 
Other
   
112
     
(120
)
   
232
 
   
$
13,098
   
$
8,586
 
$
4,512
 

38


Income Taxes

For the fiscal quarter ended June 29, 2024, our effective tax rate was 34.2%, as compared to 29.0% and 28.5% for the fiscal quarters ended March 30, 2024 and July 1, 2023, respectively.  For the six fiscal months ended June 29, 2024, our effective tax rate was 31.3%, as compared to 28.5% for the six fiscal months ended July 1, 2023.  We expect that our effective tax rate will be higher than the U.S. statutory rate, excluding unusual transactions. 

During the six fiscal months ended June 29, 2024, the liabilities for unrecognized tax benefits decreased $0.7 million on a net basis, primarily due to statute expirations, partially offset by accruals for the current period.

We operate in a global environment with significant operations in various locations outside the United States. Accordingly, the consolidated income tax rate is a composite rate reflecting our earnings and the applicable tax rates in the various locations where we operate. Part of our historical strategy has been to achieve cost savings through the transfer and expansion of manufacturing operations to countries where we can take advantage of lower labor costs and available tax and other government-sponsored incentives. 

Additional information about income taxes is included in Note 4 to our consolidated condensed financial statements.

39


Financial Condition, Liquidity, and Capital Resources

Our financial condition as of June 29, 2024 continued to be strong.  We have historically been a strong generator of operating cash flows.  The cash generated from operations is used to fund our capital expenditure plans, and cash in excess of our capital expenditure needs is available to fund our acquisition strategy, fund our Stockholder Return Policy, and to reduce debt levels.  

Management uses a non-GAAP measure, "free cash," to evaluate our ability to fund acquisitions, repay debt, and otherwise enhance stockholder value through stock repurchases or dividends.  See "Overview" above for "free cash" definition and reconciliation to GAAP. 

Cash flows provided by operating activities were $55.5 million for the six fiscal months ended June 29, 2024, as compared to cash flows provided by operations of $237.1 million for the six fiscal months ended July 1, 2023.

In order to manage our working capital and operating cash needs, we monitor our cash conversion cycle.  The following table presents the components of our cash conversion cycle during the five fiscal quarters beginning with the second fiscal quarter of 2023 through the second fiscal quarter of 2024:

   
Fiscal quarters ended
 
   
2nd Quarter 2023
   
3rd Quarter 2023
   
4th Quarter 2023
   
1st Quarter 2024
   
2nd Quarter 2024
 
Days sales outstanding ("DSO") (a)
   
46
     
48
     
50
     
51
     
51
 
Days inventory outstanding ("DIO") (b)
   
94
     
96
     
101
     
104
     
105
 
Days payable outstanding ("DPO") (c)
   
(32
)
   
(33
)
   
(31
)
   
(31
)
   
(31
)
Cash conversion cycle
   
108
     
111
     
120
     
124
     
125
 


a)  DSO measures the average collection period of our receivables.  DSO is calculated by dividing the average accounts receivable by the average net revenue per day for the respective fiscal quarter.

b)  DIO measures the average number of days from procurement to sale of our product.  DIO is calculated by dividing the average inventory by average cost of goods sold per day for the respective fiscal quarter.

c)  DPO measures the average number of days our payables remain outstanding before payment.  DPO is calculated by dividing the average accounts payable by the average cost of goods sold per day for the respective fiscal quarter.

Cash paid for property and equipment for the six fiscal months ended June 29, 2024 was $115.6 million, as compared to $117.3 million for the six fiscal months ended July 1, 2023.  To be well positioned to service our customers and to fully participate in growing markets, we have increased and expect to maintain a relatively high level of capital expenditures for expansion in the mid-term.  To increase our internal capacity, we had planned to invest approximately $435 million in 2024.  At the midpoint of the year, the industry recovery is slower than expected.  Accordingly, we have adjusted our timetable for investments for our new 12-inch wafer fab in Itzehoe, Germany beyond 2024, and now expect total capital expenditures for 2024 to be between $360 million and $390 million.  We remain committed to spending a total of $2.6 billion in total capital expenditures for the period 2023 - 2028. 

Free cash flow for the six fiscal months ended June 29, 2024 decreased versus the six fiscal months ended July 1, 2023 primarily due to decreased net earnings and withholding taxes paid for the repatriation of cash to the U.S.  We expect that free cash flow will be negatively impacted by the expected high level of capital expenditures for expansion in 2023 - 2025 after which we expect to generate increasingly higher levels of free cash.  There is no assurance, however, that we will be able to continue to generate cash flows from operations and free cash at our historical levels, or at all, going forward if the economic environment worsens. 

In 2022, our Board of Directors adopted a Stockholder Return Policy that will remain in effect until such time as the Board votes to amend or rescind the policy.  See “Stockholder Return Policy” above for additional information.

The following table summarizes the components of net cash and short-term investments (debt) at June 29, 2024 and December 31, 2023 (in thousands):

   
June 29, 2024
   
December 31, 2023
 
             
Credit facility
 
$
-
   
$
-
 
Convertible senior notes, due 2025     95,102       95,102  
Convertible senior notes, due 2030
   
750,000
     
750,000
 
Deferred financing costs
   
(24,480
)
   
(26,914
)
Total debt
   
820,622
     
818,188
 
                 
Cash and cash equivalents
   
672,731
     
972,719
 
Short-term investments
   
15,320
     
35,808
 
Net cash and short-term investments (debt)
 
$
(132,571
)
 
$
190,339
 

"Net cash and short-term investments (debt)" does not have a uniform definition and is not recognized in accordance with GAAP. This measure should not be viewed as an alternative to GAAP measures of performance or liquidity.  However, management believes that an analysis of "net cash and short-term investments (debt)" assists investors in understanding aspects of our cash and debt management. The measure, as calculated by us, may not be comparable to similarly titled measures used by other companies.

40

We invest a portion of our excess cash in highly liquid, high-quality instruments with maturities greater than 90 days, but less than 1 year, which we classify as short-term investments on our consolidated balance sheets.  As these investments were funded using a portion of excess cash and represent a significant aspect of our cash management strategy, we include the investments in the calculation of net cash and short-term investments (debt).

The interest rates on our short-term investments vary by location.  Transactions related to these investments are classified as investing activities on our consolidated condensed statements of cash flows. 

Our business is geographically diverse and our cash is generated by our subsidiaries around the world.  Cash dividends to stockholders, share repurchases, and principal and interest payments on our debt instruments need to be paid by the U.S. parent company, Vishay Intertechnology, Inc.  We continue to allocate capital responsibly between our business, our lenders, and our stockholders.  The capital allocated to our business is further allocated between our subsidiaries to meet local operating cash needs, to fund capital expenditures as part of our growth plan, and to meet corporate funding needs while also aiming to minimize our tax expense.

During the second fiscal quarter of 2024, we repatriated $120 million of accumulated earnings to the United States and paid withholding taxes in Israel of $15 million.  As of June 29, 2024, $73.4 million of our cash and cash equivalents and short-term investments were held by our U.S. subsidiaries.  Based on expected cash payments pursuant to our Stockholder Return Policy and funding of the Newport expansion, we expect to be in a net borrowing position in the U.S. before year-end 2024.  As of June 29, 2024, we have approximately $495 million of German and Israeli earnings that are deemed not indefinitely reinvested.  Based on the expected timing of future repatriations, we estimate that the tax liability to repatriate these unremitted earnings will be approximately $74 million, which has been accrued, but will only be paid upon repatriation of the unremitted earnings.  Repatriating these unremitted earnings earlier than currently planned may not be possible and would incur additional tax expense.  We also have amounts of unremitted foreign earnings held by subsidiaries in countries other than Israel and Germany, which continue to be reinvested indefinitely, that we have not accrued for the incremental foreign income taxes and withholding taxes payable to foreign jurisdictions that would be incurred to repatriate these amounts.  Certain of these subsidiaries are located in countries with restrictive regulations and high tax rates for repatriating cash.  Due to the uncertainties associated with the ability, timing, and method to repatriate these unremitted earnings and other complexities associated with its hypothetical calculation, determination of the amount of tax expense that would be incurred to repatriate the unremitted earnings is not practicable, but could be significant.  Our substantially undrawn credit facility provides us with adequate operating liquidity in the United States.

Upon successful completion of our growth plan, we expect to generate increasingly higher levels of free cash that will be sufficient to meet our long-term financing needs related to normal operating requirements, regular dividend payments, share repurchases pursuant to our Stockholder Return Policy, while allowing us to manage our repatriation and financing activities to minimize tax and interest expense.  During the current period of intensified capital expenditures to achieve our growth plans, we are considering a combination of additional and alternative sources of financing and our cash on hand to fund a portion of the capital expenditures that would conserve cash for future acquisitions while enabling us to minimize tax expense.

We maintain a $750 million revolving credit agreement that matures on May 8, 2028.  The maximum amount available on the revolving credit facility is restricted by the financial covenants described below.  The credit facility also provides us the ability to request up to $300 million of incremental facilities, subject to the satisfaction of certain conditions, which could take the form of additional revolving commitments, incremental “term loan A” or “term loan B” facilities, or incremental equivalent debt.

We had no amount outstanding on our revolving credit facility at December 31, 2023 and June 29, 2024.  We borrowed and repaid $52 million on the revolving credit facility during the six fiscal months ended June 29, 2024.  No amounts were outstanding on our revolving credit facility at any fiscal month-end.  We expect to use the revolving credit facility from time-to-time to meet short-term financing needs. 

Pursuant to the credit facility, the financial maintenance covenants include (a) an interest coverage ratio of not less than 2.00 to 1; and (b) a net leverage ratio of not more than 3.25 to 1 (and a pro forma ratio of 3.00 to 1 on the date of incurrence of additional debt).  Net leverage ratio reduces the measure of outstanding debt by up to $250 million of unrestricted cash.  The computation of these ratios is prescribed in Article VI of the Credit Agreement between Vishay Intertechnology, Inc. and JPMorgan Chase Bank, N.A., which was filed with the SEC as Exhibit 10.1 to our current report on Form 8-K filed May 8, 2023.

The credit facility limits or restricts us from, among other things, incurring indebtedness, incurring liens on its respective assets, making investments and acquisitions (assuming our pro forma net leverage ratio is greater than 2.75 to 1.00), making asset sales, and paying cash dividends and making other restricted payments (assuming our pro forma net leverage ratio is greater than 2.50 to 1.00).

We were in compliance with all financial covenants under the credit facility at June 29, 2024.  Our interest coverage ratio and net leverage ratio were 8.60 to 1 and 1.15 to 1, respectively.  We expect to continue to be in compliance with these covenants based on current projections.

If we are not in compliance with all of the required financial covenants, the credit facility could be terminated by the lenders, and any amounts then outstanding pursuant to the credit facility could become immediately payable. Additionally, our convertible senior notes due 2025 and due 2030 have cross-default provisions that could accelerate repayment in the event the indebtedness under the credit facility is accelerated.  The maturity date of the credit facility will accelerate if within ninety-one days prior to the maturity of our convertible senior notes due 2025, the outstanding principal amount of such notes exceeds a defined liquidity measure as set forth in the credit facility.  The repurchase of $370.2 million principal amount of convertible senior notes due 2025 in 2023 reduces the risk that the maturity date of the credit facility will accelerate. 

41

Borrowings under the credit facility bear interest at variable reference rates plus an interest margin.  The applicable interest margin is based on our total leverage ratio.  We also pay a commitment fee, also based on our total leverage ratio, on undrawn amounts.  U.S. dollar borrowings under the credit facility are based on SOFR (including a customary spread adjustment).  Borrowings in foreign currencies bear interest at currency-specific reference rates plus an interest margin.  Based on our current total leverage ratio of 1.63 to 1, any new U.S. dollar borrowings will bear interest at SOFR plus 1.85% (including the applicable credit spread), and the undrawn commitment fee is 0.30% per annum. 

The borrowings under the credit facility are secured by a lien on substantially all assets, including accounts receivable, inventory, machinery and equipment, and general intangibles (but excluding real estate, intellectual property registered or licensed solely for use in, or arising solely under the laws of, any country other than the United States, assets located solely outside of the United States and deposit and securities accounts), of Vishay and certain significant subsidiaries located in the United States, and pledges of stock in certain subsidiaries; and are guaranteed by certain significant subsidiaries.

We expect, at least initially, to fund certain future obligations required to be paid by the U.S. parent company by borrowing under our credit facility.  We also expect to continue to use the credit facility from time-to-time to meet certain short-term financing needs.  Additional acquisition activity, convertible debt repurchases, or conversion of our convertible debt instruments may require additional borrowing under our credit facility or may otherwise require us to incur additional debt.  No principal payments on our debt are due before 2025.

The convertible senior notes due 2025 and due 2030 are not currently convertible.  Pursuant to the indenture governing the convertible senior notes due 2030, we will cash-settle the principal amount of $1,000 per note and settle any additional amounts in cash or shares of our common stock.  Pursuant to the indenture governing the convertible senior notes due 2025 and the amendments thereto incorporated in the Supplemental Indenture dated December 23, 2020, we will cash-settle the principal amount of $1,000 per note and settle any additional amounts in shares of our common stock.  We intend to finance the principal amount of any converted notes using borrowings under our credit facility.  No conversions have occurred to date.  We have the intent and ability to finance the principal amount of the convertible senior notes due 2025 using borrowings under our credit facility upon maturity of the notes.

42


Safe Harbor Statement

From time to time, information provided by us, including but not limited to statements in this report, or other statements made by or on our behalf, may contain “forward-looking” information within the meaning of the Private Securities Litigation Reform Act of 1995.  Words such as “believe,” “estimate,” “will be,” “will,” “would,” “expect,” “anticipate,” “plan,” “project,” “intend,” “could,” “should,” or other similar words or expressions often identify forward-looking statements.

Such statements are based on current expectations only, and are subject to certain risks, uncertainties, and assumptions, many of which are beyond our control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results, performance, or achievements may vary materially from those anticipated, estimated, or projected.  Among the factors that could cause actual results to materially differ include: general business and economic conditions; delays or difficulties in implementing our cost reduction strategies; delays or difficulties in expanding our manufacturing capacities; manufacturing or supply chain interruptions or changes in customer demand (including due to political, economic, and health instability and military conflicts and hostilities); an inability to attract and retain highly qualified personnel; changes in foreign currency exchange rates; uncertainty related to the effects of changes in foreign currency exchange rates; competition and technological changes in our industries; difficulties in new product development; difficulties in identifying suitable acquisition candidates, consummating a transaction on terms which we consider acceptable, and integration and performance of acquired businesses; changes in applicable domestic and foreign tax regulations and uncertainty regarding the same; changes in U.S. and foreign trade regulations and tariffs and uncertainty regarding the same; changes in applicable accounting standards and other factors affecting our operations, markets, capacity to meet demand, products, services, and prices that are set forth in our filings with the SEC, including our annual reports on Form 10-K and our quarterly reports on Form 10-Q.  We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Our 2023 Annual Report on Form 10-K listed various important factors that could cause actual results to differ materially from projected and historic results. We note these factors for investors as permitted by the Private Securities Litigation Reform Act of 1995.  Readers can find them in Part I, Item 1A, of that filing under the heading “Risk Factors.” You should understand that it is not possible to predict or identify all such factors.  Consequently, you should not consider any such list to be a complete set of all potential risks or uncertainties.

Item 3.
Quantitative and Qualitative Disclosures About Market Risk

Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” of our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 16, 2024, describes our exposure to market risks.  There have been no material changes to our market risks since December 31, 2023.

Item 4.
Controls and Procedures

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

An evaluation was performed under the supervision and with the participation of our management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report to ensure that information required to be disclosed in reports that we file or submit under the Exchange Act are: (1) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms; and (2) accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
43


PART II - OTHER INFORMATION

Item 1.
Legal Proceedings

Item 3 of Part I of our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 16, 2024 describes certain of our legal proceedings.  Except as described below, there have been no material developments to the legal proceedings previously disclosed.

Environmental Matters

Vishay is involved in environmental remediation programs at various sites currently or formerly owned by Vishay and its subsidiaries both within and outside of the U.S., in addition to involvement as a potentially responsible party (“PRP”) at Superfund sites.  Certain obligations as a PRP have arisen in connection with business acquisitions. The remediation programs are on-going and the ultimate cost of site cleanup is difficult to predict given the uncertainties regarding the extent of the required cleanup, the interpretation of applicable laws and regulations, and alternative cleanup methods.

Vishay GSI, Inc. (“VGSI”), a wholly owned subsidiary of the Company, was a direct defendant in two separate, but related, litigation matters previously pending in the United States District Court for the Eastern District of New York: (1) Hicksville Water District v. United States Department of Energy, et al.; and (2) Hicksville Water District v. Alsy Manufacturing, Inc.  These cases contain claims for recovery of response costs under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), and allege that a predecessor’s manufacturing operations in Hicksville, New York (the “Site”), between 1960 and 1993, impacted groundwater beneath and downgradient of the Site.  The groundwater beneath and downgradient of the Site is part of the New Cassel/Hicksville Groundwater Contamination Site, which was added to the National Priorities List pursuant to CERCLA on September 15, 2011.

VGSI and the Hicksville Water District reached a comprehensive settlement of both cases brought by the Hicksville Water District that resolves all past and future claims, known and unknown.  Vishay admitted no liability and agreed to pay the Hicksville Water District $3 million.  The settlement was approved by the court and both cases were dismissed in late July 2024.

VGSI remains a defendant in one remaining case, 101 Frost Street Associates, L.P. v. United States Department of Energy et al., pending before the United States District Court for the Eastern District of New York.  The remaining case contains claims for recovery of response costs under CERCLA, and alleges that a predecessor’s manufacturing operations in the Site, between 1960 and 1993, impacted groundwater beneath and downgradient of the Site.   VGSI is vigorously contesting plaintiff’s claims and will aggressively prosecute its affirmative claims.

Item 1A.
Risk Factors

There have been no material changes to the risk factors we previously disclosed under Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 16, 2024.

Item 2.
Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities

The following table provides information regarding repurchases of our common stock during the fiscal quarter ended June 29, 2024:

Period
 
Total Number of Shares Purchased
   
Average Price Paid per Share (including commission)
   
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
   
Total Dollar Amount Purchased Under the Program
   
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
 
                               
March 31 - April 27
   
276,247
   
$
22.02
     
276,247
   
$
6,083,794
   

2,035,718
 
April 28 - May 25
   
199,630
   
$
23.43
     
199,630
   
$
4,676,700
   

1,836,088
 
May 26 - June 29
   
78,710
   
$
23.65
     
78,710
   
$
1,861,588
   

1,757,378
 
Total
   
554,587
   
$
22.76
     
554,587
   
$
12,622,082
   

1,757,378
 

In 2022, our Board of Directors adopted a Stockholder Return Policy, which calls for us to return at least 70% of free cash flow, net of scheduled principal payments of long-term debt, on an annual basis.  We intend to return such amounts to stockholders directly, in the form of cash dividends, and/or indirectly, in the form of stock repurchases.  The policy sets forth our intention, but does not obligate us to acquire any shares of common stock or declare any dividends, and the policy may be terminated or suspended at any time at our direction, in accordance with applicable laws and regulations.

Item 3.
Defaults Upon Senior Securities

Not applicable.
44


Item 4.
Mine Safety Disclosures

Not applicable.

Item 5.
Other Information

None of our directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the fiscal quarter ended June 29, 2024.

Item 6.
Exhibits

101
Interactive Data File (Quarterly Report on Form 10-Q, for the quarterly period ended June 29, 2024, furnished in iXBRL (Inline eXtensible Business Reporting Language)).
104
Cover Page Interactive Data File (formatted as Inline eXtensible Business Reporting Language and contained in Exhibit 101)

____________
45


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

VISHAY INTERTECHNOLOGY, INC.
     
 
/s/ David E. McConnell
 
 
David E. McConnell
 
 
Executive Vice President and Chief Financial Officer
 
(as a duly authorized officer and principal financial officer)


 
/s/ David L. Tomlinson
 
 
David L. Tomlinson
 
 
Senior Vice President - Chief Accounting Officer
 
(as a duly authorized officer and principal accounting officer)

Date:  August 7, 2024
46
Exhibit 31.1
CERTIFICATIONS

I, Joel Smejkal, certify that:

1.
I have reviewed this quarterly report on Form 10-Q of Vishay Intertechnology, Inc.;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
  

   (a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)  Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)  Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date: August 7, 2024

/s/ Joel Smejkal
Joel Smejkal
Chief Executive Officer

Exhibit 31.2
CERTIFICATIONS

I, David E. McConnell, certify that:

1.
I have reviewed this quarterly report on Form 10-Q of Vishay Intertechnology, Inc.;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
  

   (a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)  Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)  Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date: August 7, 2024

/s/ David E. McConnell
David E. McConnell
Chief Financial Officer
Exhibit 32.1



CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Vishay Intertechnology, Inc. (the "Company") on Form 10-Q for the fiscal quarter ended June 29, 2024 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Joel Smejkal, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:

1.
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Joel Smejkal
Joel Smejkal
Chief Executive Officer
August 7, 2024
Exhibit 32.1



CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Vishay Intertechnology, Inc. (the "Company") on Form 10-Q for the fiscal quarter ended June 29, 2024 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, David E. McConnell, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:

1.
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ David E. McConnell
David E. McConnell
Chief Financial Officer
August 7, 2024
v3.24.2.u1
Document and Entity Information - shares
6 Months Ended
Jun. 29, 2024
Aug. 05, 2024
Entity Listings [Line Items]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Period End Date Jun. 29, 2024  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q2  
Document Transition Report false  
Entity File Number 011-07416  
Entity Registrant Name Vishay Intertechnology, Inc.  
Entity Central Index Key 0000103730  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 38-1686453  
Entity Address, Address Line One 63 Lancaster Avenue  
Entity Address, City or Town Malvern  
Entity Address, State or Province PA  
Entity Address, Postal Zip Code 19355  
City Area Code 610  
Local Phone Number 644-1300  
Title of 12(b) Security Common stock, par value $0.10 per share  
Trading Symbol VSH  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Class B Convertible Common Stock [Member]    
Entity Listings [Line Items]    
Entity Common Stock, Shares Outstanding   12,097,148
Common stock, par value $0.10 per share [Member]    
Entity Listings [Line Items]    
Entity Common Stock, Shares Outstanding   124,668,345
v3.24.2.u1
Consolidated Condensed Balance Sheets - USD ($)
$ in Thousands
Jun. 29, 2024
Dec. 31, 2023
Current assets:    
Cash and cash equivalents $ 672,731 $ 972,719
Short-term investments 15,320 35,808
Accounts receivable, net 424,512 426,674
Inventories:    
Finished goods 172,353 167,083
Work in process 280,490 267,339
Raw materials 218,480 213,098
Total inventories 671,323 647,520
Prepaid expenses and other current assets 213,331 214,443
Total current assets 1,997,217 2,297,164
Property and equipment, at cost:    
Land 84,036 77,006
Buildings and improvements 752,194 719,387
Machinery and equipment 3,226,301 3,053,868
Construction in progress 283,024 290,593
Allowance for depreciation (2,888,004) (2,846,208)
Property and equipment, net 1,457,551 1,294,646
Right of use assets 124,878 126,829
Deferred income taxes 135,752 137,394
Goodwill 250,580 201,416
Other intangible assets, net 86,895 72,333
Other assets 99,828 110,141
Total assets 4,152,701 4,239,923
Current liabilities:    
Trade accounts payable 198,527 191,002
Payroll and related expenses 152,423 161,940
Lease liabilities 27,502 26,485
Other accrued expenses 241,961 239,350
Income taxes 49,546 73,098
Total current liabilities 669,959 691,875
Long-term debt less current portion 820,622 818,188
U.S. transition tax payable 0 47,027
Deferred income taxes 108,886 95,776
Long-term lease liabilities 98,907 102,830
Other liabilities 85,306 87,918
Accrued pension and other postretirement costs 187,575 195,503
Total liabilities 1,971,255 2,039,117
Vishay stockholders' equity    
Common stock 13,358 13,319
Class B convertible common stock 1,210 1,210
Capital in excess of par value 1,296,721 1,291,499
Retained earnings 1,068,351 1,041,372
Treasury stock (at cost) (186,816) (161,656)
Accumulated other comprehensive income (loss) (16,969) 10,337
Total Vishay stockholders' equity 2,175,855 2,196,081
Noncontrolling interests 5,591 4,725
Total equity 2,181,446 2,200,806
Total liabilities, temporary equity, and equity $ 4,152,701 $ 4,239,923
v3.24.2.u1
Consolidated Condensed Statements of Operations - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 29, 2024
Jul. 01, 2023
Jun. 29, 2024
Jul. 01, 2023
Consolidated Condensed Statements of Operations [Abstract]        
Net revenues $ 741,239 $ 892,110 $ 1,487,518 $ 1,763,156
Costs of products sold 578,369 634,637 1,154,241 1,226,970
Gross profit 162,870 257,473 333,277 536,186
Selling, general, and administrative expenses 124,953 122,857 252,689 243,002
Operating income 37,917 134,616 80,588 293,184
Other income (expense):        
Interest expense (6,657) (6,404) (13,153) (11,524)
Other 5,011 5,257 13,098 8,586
Total other income (expense) (1,646) (1,147) (55) (2,938)
Income before taxes 36,271 133,469 80,533 290,246
Income tax expense 12,391 38,054 25,210 82,642
Net earnings 23,880 95,415 55,323 207,604
Less: net earnings attributable to noncontrolling interests 347 377 866 785
Net earnings attributable to Vishay stockholders $ 23,533 $ 95,038 $ 54,457 $ 206,819
Basic earnings per share attributable to Vishay stockholders (in dollars per share) $ 0.17 $ 0.68 $ 0.4 $ 1.48
Diluted earnings per share attributable to Vishay stockholders (in dollars per share) $ 0.17 $ 0.68 $ 0.39 $ 1.47
Weighted average shares outstanding - basic (in shares) 137,326 139,764 137,525 140,201
Weighted average shares outstanding - diluted (in shares) 138,084 140,478 138,279 140,865
Cash dividends per share (in dollars per share) $ 0.1 $ 0.1 $ 0.2 $ 0.2
v3.24.2.u1
Consolidated Statements of Comprehensive Income - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 29, 2024
Jul. 01, 2023
Jun. 29, 2024
Jul. 01, 2023
Consolidated Statements of Comprehensive Income [Abstract]        
Net earnings $ 23,880 $ 95,415 $ 55,323 $ 207,604
Other comprehensive income (loss), net of tax        
Pension and other post-retirement actuarial items 388 148 (1,808) 284
Foreign currency translation adjustment (7,672) 3,475 (25,498) 23,198
Other comprehensive income (loss) (7,284) 3,623 (27,306) 23,482
Comprehensive income 16,596 99,038 28,017 231,086
Less: comprehensive income attributable to noncontrolling interests 347 377 866 785
Comprehensive income attributable to Vishay stockholders $ 16,249 $ 98,661 $ 27,151 $ 230,301
v3.24.2.u1
Consolidated Condensed Statements of Cash Flows - USD ($)
$ in Thousands
6 Months Ended
Jun. 29, 2024
Jul. 01, 2023
Operating activities    
Net earnings $ 55,323 $ 207,604
Adjustments to reconcile net earnings to net cash provided by operating activities:    
Depreciation and amortization 101,677 87,694
(Gain) loss on disposal of property and equipment (1,091) (495)
Inventory write-offs for obsolescence 19,051 18,023
Deferred income taxes 5,589 16,166
Stock compensation expense 9,293 6,082
Other operating activities (632) (811)
Change in U.S. transition tax liability (37,622) (27,670)
Change in repatriation tax liability (15,000) 0
Net change in operating assets and liabilities (81,107) (69,461)
Net cash provided by operating activities 55,481 237,132
Investing activities    
Capital expenditures (115,648) (117,250)
Proceeds from sale of property and equipment 1,265 1,013
Purchase of businesses, net of cash received (200,185) (5,003)
Purchase of short-term investments (59,638) (41)
Maturity of short-term investments 80,110 293,282
Other investing activities (1,220) (892)
Net cash provided by (used in) investing activities (295,316) 171,109
Financing activities    
Net proceeds (payments) on revolving credit facility 0 143,000
Debt issuance costs 0 (6,120)
Repurchase of common stock held in treasury (25,160) (40,399)
Distributions to noncontrolling interests 0 (867)
Cash withholding taxes paid when shares withheld for vested equity awards (4,058) (3,653)
Net cash provided by (used in) financing activities (56,670) 64,004
Effect of exchange rate changes on cash and cash equivalents (3,483) 6,350
Net increase (decrease) in cash and cash equivalents (299,988) 478,595
Cash and cash equivalents at beginning of period 972,719 610,825
Cash and cash equivalents at end of year 672,731 1,089,420
Common Stock [Member]    
Financing activities    
Dividends paid to common stockholders (25,033) (25,538)
Class B Convertible Common Stock [Member]    
Financing activities    
Dividends paid to common stockholders $ (2,419) $ (2,419)
v3.24.2.u1
Consolidated Condensed Statements of Equity - USD ($)
$ in Thousands
Capital In Excess of Par Value [Member]
Retained Earnings (Accumulated Deficit) [Member]
Treasury Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Member]
Total Vishay Stockholders' Equity [Member]
Noncontrolling Interests [Member]
Total
Common Stock [Member]
Common Stock [Member]
Class B Convertible Common Stock [Member]
Common Stock [Member]
Balance at period start at Dec. 31, 2022 $ 1,352,321 $ 773,228 $ (82,972) $ (10,827) $ 2,046,251 $ 3,899 $ 2,050,150 $ 13,291 $ 1,210
Net earnings 0 111,781 0 0 111,781 408 112,189 0 0
Other comprehensive income 0 0 0 19,859 19,859 0 19,859 0 0
Issuance of stock and related tax withholdings for vested restricted stock units (3,678) 0 0 0 (3,653) 0 (3,653) 25 0
Dividends declared 14 (14,034) 0 0 (14,020) 0 (14,020) 0 0
Stock compensation expense 2,965 0 0 0 2,965 0 2,965 0 0
Repurchase of common stock held in treasury 0 0 (20,173) 0 (20,173) 0 (20,173) 0 0
Balance at period end at Apr. 01, 2023 1,351,622 870,975 (103,145) 9,032 2,143,010 4,307 2,147,317 13,316 1,210
Balance at period start at Dec. 31, 2022 1,352,321 773,228 (82,972) (10,827) 2,046,251 3,899 2,050,150 13,291 1,210
Net earnings             207,604    
Other comprehensive income             23,482    
Balance at period end at Jul. 01, 2023 1,354,753 952,062 (123,371) 12,655 2,210,625 3,817 2,214,442 13,316 1,210
Balance at period start at Apr. 01, 2023 1,351,622 870,975 (103,145) 9,032 2,143,010 4,307 2,147,317 13,316 1,210
Net earnings 0 95,038 0 0 95,038 377 95,415 0 0
Other comprehensive income 0 0 0 3,623 3,623 0 3,623 0 0
Distributions to noncontrolling interests 0 0 0 0 0 (867) (867) 0 0
Dividends declared 14 (13,951) 0 0 (13,937) 0 (13,937) 0 0
Stock compensation expense 3,117 0 0 0 3,117 0 3,117 0 0
Repurchase of common stock held in treasury 0 0 (20,226) 0 (20,226) 0 (20,226) 0 0
Balance at period end at Jul. 01, 2023 1,354,753 952,062 (123,371) 12,655 2,210,625 3,817 2,214,442 13,316 1,210
Balance at period start at Dec. 31, 2023 1,291,499 1,041,372 (161,656) 10,337 2,196,081 4,725 2,200,806 13,319 1,210
Net earnings 0 30,924 0 0 30,924 519 31,443 0 0
Other comprehensive income   0 0 (20,022) (20,022) 0 (20,022) 0 0
Issuance of stock and related tax withholdings for vested restricted stock units (4,091) 0 0 0 (4,053) 0 (4,053) 38 0
Dividends declared 13 (13,765) 0 0 (13,752) 0 (13,752) 0 0
Stock compensation expense 5,344 0 0 0 5,344 0 5,344 0 0
Repurchase of common stock held in treasury 0 0 (12,538) 0 (12,538) 0 (12,538) 0 0
Balance at period end at Mar. 30, 2024 1,292,765 1,058,531 (174,194) (9,685) 2,181,984 5,244 2,187,228 13,357 1,210
Balance at period start at Dec. 31, 2023 1,291,499 1,041,372 (161,656) 10,337 2,196,081 4,725 2,200,806 13,319 1,210
Net earnings             55,323    
Other comprehensive income             (27,306)    
Balance at period end at Jun. 29, 2024 1,296,721 1,068,351 (186,816) (16,969) 2,175,855 5,591 2,181,446 13,358 1,210
Balance at period start at Mar. 30, 2024 1,292,765 1,058,531 (174,194) (9,685) 2,181,984 5,244 2,187,228 13,357 1,210
Net earnings 0 23,533 0 0 23,533 347 23,880 0 0
Other comprehensive income 0 0 0 (7,284) (7,284) 0 (7,284) 0 0
Issuance of stock and related tax withholdings for vested restricted stock units (6) 0 0 0 (5) 0 (5) 1 0
Dividends declared 13 (13,713) 0 0 (13,700) 0 (13,700) 0 0
Stock compensation expense 3,949 0 0 0 3,949 0 3,949 0 0
Repurchase of common stock held in treasury 0 0 (12,622) 0 (12,622) 0 (12,622) 0 0
Balance at period end at Jun. 29, 2024 $ 1,296,721 $ 1,068,351 $ (186,816) $ (16,969) $ 2,175,855 $ 5,591 $ 2,181,446 $ 13,358 $ 1,210
v3.24.2.u1
Consolidated Condensed Statements of Equity (Parenthetical) - $ / shares
3 Months Ended
Jun. 29, 2024
Mar. 30, 2024
Jul. 01, 2023
Apr. 01, 2023
Consolidated Condensed Statements of Equity (Parenthetical) [Abstract]        
Restricted stock issuances (in shares) 19,809 371,055   254,513
Stock repurchase (in shares) 554,587 565,420 847,202 916,221
Dividends declared (in dollars per share) $ 0.1 $ 0.1 $ 0.1 $ 0.1
v3.24.2.u1
Basis of Presentation
6 Months Ended
Jun. 29, 2024
Basis of Presentation [Abstract]  
Basis of Presentation
Note 1 – Basis of Presentation

The accompanying unaudited consolidated condensed financial statements of Vishay Intertechnology, Inc. (“Vishay” or the “Company”) have been prepared in accordance with the instructions to Form 10-Q and therefore do not include all information and footnotes necessary for presentation of financial position, results of operations, and cash flows required by accounting principles generally accepted in the United States (“GAAP”) for complete financial statements. The information furnished reflects all normal recurring adjustments which are, in the opinion of management, necessary for a fair summary of the financial position, results of operations, and cash flows for the interim periods presented.  The financial statements should be read in conjunction with the consolidated financial statements filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.  The results of operations for the fiscal quarter and six fiscal months ended June 29, 2024 are not necessarily indicative of the results to be expected for the full year.

The Company reports interim financial information for 13-week periods beginning on a Sunday and ending on a Saturday, except for the first fiscal quarter, which always begins on January 1, and the fourth fiscal quarter, which always ends on December 31.  The four fiscal quarters in 2024 end on March 30, 2024, June 29, 2024, September 28, 2024, and December 31, 2024, respectively.  The four fiscal quarters in 2023 ended on April 1, 2023, July 1, 2023, September 30, 2023, and December 31, 2023, respectively.  

Reclassifications

Certain prior period amounts have been reclassified to conform to the current financial statement presentation.
v3.24.2.u1
Acquisition and Divestiture Activities
6 Months Ended
Jun. 29, 2024
Acquisition Activities [Abstract]  
Acquisition and Divestiture Activities
Note 2 – Acquisition Activities

As part of its growth strategy, the Company seeks to expand through targeted acquisitions of other manufacturers of electronic components.  These acquisition targets include businesses that have established positions in major markets, reputations for product quality and reliability, and product lines with which the Company has substantial marketing and technical expertise.  It also includes certain businesses that possess technologies which the Company expects to further develop and commercialize.

Newport wafer fab

On March 5, 2024, the Company acquired Nexperia’s wafer fabrication facility and operations located in Newport, South Wales, U.K. for $177,457 in cash, net of cash acquired.  The transaction included contingent payments of up to $15,000, held in escrow pending receipt of an export license.  The wafer fabrication facility is located on 28 acres and is an automotive-certified, 200mm semiconductor wafer fab with capacity to produce more than 30,000 wafers per month.  See Note 13 for further discussion on the fair value measurement of the contingent consideration liability.  

The transaction was funded by Vishay with cash on-hand.  To effect the transaction, Vishay acquired a 100% interest in the legal entity Neptune 6 Limited, and its wholly-owned operating subsidiary, Nexperia Newport Limited, which owns and operates the Newport facility.  Neptune 6 Limited was renamed "Vishay UK Holdings Limited," and Nexperia Newport Limited was renamed "Vishay Newport Limited."

Based on an estimate of fair values, the Company allocated the purchase price of the acquisition as follows:

Net working deficit (excluding cash and cash equivalents)
 
$
(339
)
Property and equipment
   
153,597
 
Customer relationships
   
4,000
 
Other, net
   
1,315
 
Deferred taxes, net
   
(18,908
)
Total identified assets and liabilities
   
139,665
 
         
Purchase price, net of cash acquired
    177,457
         
Goodwill
 
$
37,792
 

The acquired assets and liabilities are included in the MOSFETs segment.  The weighted average useful lives for customer relationships is 3 years.  The goodwill associated with this transaction is not deductible for income tax purposes.  The preliminary purchase price allocation is pending finalization of appraisals for property and equipment and intangible assets.  There can be no assurance that the estimated amounts recorded represent the final purchase price allocation.

The Company recognized $2,984 of acquisition costs classified as a component of selling, general, and administrative expenses.  These costs were recognized in the third and fourth fiscal quarters of 2023 and first fiscal quarter of 2024.

The results and operations of this acquisition have been included in the MOSFETs segment since March 5, 2024.  The inclusion of this acquisition did not have material impact on the MOSFETs segment's or the Company's consolidated results.

Ametherm, Inc.

On June 5, 2024, the Company acquired all of the outstanding equity interests of Ametherm, Inc., a Carson City, Nevada-based manufacturer of inrush current limiting solutions and power thermistors, for $31,478 in cash, net of cash acquired.  Based on a preliminary estimate of fair values, the Company allocated $17,000 of the purchase price to definite-lived intangible assets.  After allocating the purchase price to assets acquired and liabilities assumed based on an estimation of their fair values at the date of acquisition, the Company recorded goodwill of $11,710 related to this acquisition.  The goodwill related to this acquisition is included in the Resistors reporting unit for goodwill impairment testing.  The results and operations of this acquisition have been included in the Resistors segment since June 5, 2024.

MaxPower Semiconductor, Inc.

In October 2022, the Company acquired all of the outstanding equity interests of MaxPower Semiconductor, Inc., ("MaxPower").  The Company paid cash of $50,000, net of cash acquired, at closing.  The transaction also included possible contingent payments of up to $57,500, which would be payable upon the achievement of certain technology milestones, upon favorable resolution of certain technology licensing matters with a third party, and upon the disposition of MaxPower's investment in an equity affiliate.  As of June 29, 2024, the contingent payments upon favorable resolution of certain technology licensing matters with a third party and upon the disposition of MaxPower's investment in an equity affiliate have been resolved.  Additionally, $2,500 has been paid upon the achievement of the first technology milestone.  The Company's estimate of the maximum possible contingent payments remaining is now $15,000.  See Note 13 for further discussion on the fair value measurement of the contingent consideration liability.


v3.24.2.u1
Leases
6 Months Ended
Jun. 29, 2024
Leases [Abstract]  
Leases
Note 3 – Leases

The net right of use assets and lease liabilities recognized on the consolidated condensed balance sheets for the Company's operating leases were as follows:

 
June 29, 2024
   
December 31, 2023
 
Right of use assets
           
Operating Leases
           
Buildings and improvements
 
$
116,371
   
$
121,578
 
Machinery and equipment
   
8,507
     
5,251
 
Total
 
$
124,878
   
$
126,829
 
Current lease liabilities
               
Operating Leases
               
Buildings and improvements
 
$
23,314
   
$
23,647
 
Machinery and equipment
   
4,188
     
2,838
 
Total
 
$
27,502
   
$
26,485
 
Long-term lease liabilities
               
Operating Leases
               
Buildings and improvements
 
$
94,654
   
$
100,489
 
Machinery and equipment
   
4,253
     
2,341
 
Total
 
$
98,907
   
$
102,830
 
Total lease liabilities
 
$
126,409
   
$
129,315
 

Lease expense is classified in the statements of operations based on asset use.  Total lease cost recognized on the consolidated condensed statements of operations is as follows:

 
Fiscal quarters ended
   
Six fiscal months ended
 
   
June 29, 2024
   
July 1, 2023
   
June 29, 2024
   
July 1, 2023
 
Lease expense
                       
Operating lease expense
 
$
7,466
   
$
6,887
   
$
14,759
   
$
13,768
 
Short-term lease expense
   
220
     
252
     
476
     
508
 
Variable lease expense
   
148
     
159
     
362
     
311
 
Total lease expense
 
$
7,834
   
$
7,298
   
$
15,597
   
$
14,587
 

The Company paid $14,801 and $13,966 for its operating leases in the six fiscal months ended June 29, 2024 and July 1, 2023, respectively, which are included in operating cash flows on the consolidated condensed statements of cash flows.  The weighted-average remaining lease term for the Company's operating leases is 8.8 years and the weighted-average discount rate is 6.5% as of June 29, 2024.

The undiscounted future lease payments for the Company's operating lease liabilities are as follows:

 
June 29, 2024
 
2024 (excluding the six fiscal months ended June 29, 2024)  
$
14,880
 
2025
   
26,987
 
2026
   
22,722
 
2027
   
18,448
 
2028
   
15,643
 
Thereafter
   
69,738
 

The undiscounted future lease payments presented in the table above include payments through the term of the lease, which may include periods beyond the noncancellable term.  The difference between the total payments above and the lease liability balance is due to the discount rate used to calculate lease liabilities.
v3.24.2.u1
Income Taxes
6 Months Ended
Jun. 29, 2024
Income Taxes [Abstract]  
Income Taxes
Note 4 – Income Taxes

The provision for income taxes consists of provisions for federal, state, and foreign income taxes.  The effective tax rates for the periods ended June 29, 2024 and July 1, 2023 reflect the Company’s expected tax rate on reported income before income tax and tax adjustments. The Company operates in a global environment with significant operations in various jurisdictions outside the United States. Accordingly, the consolidated income tax rate is a composite rate reflecting the Company’s earnings and the applicable tax rates in the various jurisdictions where the Company operates. 

In December 2021, the Organization for Economic Co-operation and Development (“OECD”) issued model rules for a new global minimum tax (“Pillar Two”). Various jurisdictions around the world have passed, or are in the process of passing, legislation to enact Pillar Two and certain Pillar Two rules take effect in 2024 and 2025 in those jurisdictions. The United States has not adopted Pillar Two.  The Company is continuing to monitor the impacts of Pillar Two on its operations and does not anticipate a material increase in income tax expense associated with jurisdictions that have implemented an income inclusion rule. The Company is continuing to monitor and assess the impacts of Pillar Two rules set to take effect in 2025, such as the under-taxed profits rule.

The Company repatriated $120,000 of accumulated earnings to the United States in the second fiscal quarter of 2024 and paid withholding taxes, in Israel, of $15,000.  The withholding tax expense for the repatriation was recorded in prior years.

During the six fiscal months ended June 29, 2024, the liabilities for unrecognized tax benefits decreased $729 on a net basis, primarily due to statute expirations, partially offset by accruals for the current period.
v3.24.2.u1
Long-Term Debt
6 Months Ended
Jun. 29, 2024
Long-Term Debt [Abstract]  
Long-Term Debt
Note 5 – Long-Term Debt

Long-term debt consists of the following:

 
June 29, 2024
   
December 31, 2023
 
             
Credit facility
 
$
-
   
$
-
 
Convertible senior notes, due 2025
   
95,102
     
95,102
 
Convertible senior notes, due 2030     750,000       750,000  
Deferred financing costs
   
(24,480
)
   
(26,914
)
     
820,622
     
818,188
 
Less current portion
   
-
     
-
 
   
$
820,622
   
$
818,188
 


The following table summarizes some key facts and terms regarding the outstanding convertible senior notes as of June 29, 2024:

 
2025 Notes
    2030 Notes  
Issuance date
 
June 12, 2018
    September 12, 2023  
Maturity date
 
June 15, 2025
*   September 15, 2030  
Principal amount as of June 29, 2024
 
$
95,102
    $ 750,000  
Cash coupon rate (per annum)
   
2.25
%
    2.25 %
Conversion rate (per $1 principal amount)
   
32.1684
      33.1609  
Effective conversion price (per share)
 
$
31.09
    $ 30.16  
130% of the current effective conversion price (per share)
 
$
40.42
    $ 39.21  
*As the Company has the intent and ability to refinance its convertible senior notes due 2025 (the "2025 Notes") upon maturity using its revolving credit facility, the 2025 Notes remain classified as long-term liabilities.

Deferred financing costs are recognized as non-cash interest expense.  Non-cash interest expense was $1,213 and $2,426 for the fiscal quarter and six fiscal months ended June 29, 2024, respectively, and $820 and $1,638 for the fiscal quarter and six fiscal months ended July 1, 2023, respectively.
v3.24.2.u1
Stockholders' Equity
6 Months Ended
Jun. 29, 2024
Stockholders' Equity Policy [Abstract]  
Stockholders' Equity
Note 6  – Stockholders' Equity

In 2022, the Company's Board of Directors adopted a Stockholder Return Policy that will remain in effect until such time as the Board votes to amend or rescind the policy.  The Stockholder Return Policy calls for the Company to return a prescribed amount of cash flows on an annual basis. The Company intends to return such amounts directly, in the form of dividends, or indirectly, in the form of stock repurchases.

The following table summarizes activity pursuant to this policy:

 
Fiscal quarters ended
  Six fiscal months ended  
 
June 29, 2024
    July 1, 2023
  June 29, 2024     July 1, 2023  
Dividends paid to stockholders
 
$
13,700
    $ 13,937     $ 27,452     $ 27,957  
Stock repurchases
   
12,622
      20,226       25,160       40,399  
Total
 
$
26,322
    $ 34,163     $ 52,612     $ 68,356  
 
The repurchased shares are being held as treasury stock.  The number of shares of common stock being held as treasury stock was 8,655,888 and 7,535,881 as of June 29, 2024 and December 31, 2023, respectively.
v3.24.2.u1
Revenue Recognition
6 Months Ended
Jun. 29, 2024
Revenue Recognition [Abstract]  
Revenue Recognition
Note 7 – Revenue Recognition

Sales returns and allowances accrual activity is shown below:

 
Fiscal quarters ended
   
Six fiscal months ended
 
   
June 29, 2024
   
July 1, 2023
   
June 29, 2024
   
July 1, 2023
 
Beginning balance
 
$
48,748
   
$
38,280
   
$
47,760
   
$
46,979
 
Sales allowances
   
20,955
     
26,297
     
46,231
     
52,134
 
Credits issued
   
(25,103
)
   
(16,853
)
   
(49,187
)
   
(50,128
)
Foreign currency
   
(107
)
   
1,626
   
(311
)
   
365
Ending balance
 
$
44,493
   
$
49,350
   
$
44,493
   
$
49,350
 
v3.24.2.u1
Accumulated Other Comprehensive Income (Loss)
6 Months Ended
Jun. 29, 2024
Accumulated Other Comprehensive Income (Loss) [Abstract]  
Accumulated Other Comprehensive Income (Loss)
Note 8 – Accumulated Other Comprehensive Income (Loss)

The cumulative balance of each component of other comprehensive income (loss) and the income tax effects allocated to each component are as follows:

 
Pension and
other post-
retirement
actuarial
items
   
Currency
translation
adjustment
   
Total
 
Balance at January 1, 2024
 
$
(14,599
)
 
$
24,936
   
$
10,337
 
Other comprehensive income (loss) before reclassifications
   
(2,574
)
   
(25,498
)
 
$
(28,072
)
Tax effect
   
-
     
-
   
$
-
 
Other comprehensive income before reclassifications, net of tax
   
(2,574
)
   
(25,498
)
 
$
(28,072
)
Amounts reclassified out of AOCI
   
967
     
-
   
$
967
 
Tax effect
   
(201
)
   
-
   
$
(201
)
Amounts reclassified out of AOCI, net of tax
   
766
     
-
   
$
766
 
Net other comprehensive income (loss)
 
$
(1,808
)
 
$
(25,498
)
 
$
(27,306
)
Balance at June 29, 2024
 
$
(16,407
)
 
$
(562
)
 
$
(16,969
)

Reclassifications of pension and other post-retirement actuarial items out of AOCI are included in the computation of net periodic benefit cost.  See Note 9 for further information.
v3.24.2.u1
Pensions and Other Postretirement Benefits
6 Months Ended
Jun. 29, 2024
Pensions and Other Postretirement Benefits [Abstract]  
Pensions and Other Postretirement Benefits
Note 9 – Pensions and Other Postretirement Benefits

The Company maintains various retirement benefit plans.  The service cost component of net periodic pension cost is classified in costs of products sold or selling, general, and administrative expenses on the consolidated condensed statements of operations based on the respective employee's function.  The other components of net periodic pension cost are classified as other expense on the consolidated condensed statements of operations.

Defined Benefit Pension Plans

The following table shows the components of the net periodic pension cost for the second fiscal quarters of 2024 and 2023 for the Company’s defined benefit pension plans:

 
Fiscal quarter ended
June 29, 2024
   
Fiscal quarter ended
July 1, 2023
 
   
U.S. Plans
   
Non-U.S.
Plans
   
U.S. Plans
   
Non-U.S.
Plans
 
                         
Net service cost
 
$
-
   
$
776
   
$
-
   
$
723
 
Interest cost
   
382
     
1,664
     
500
     
1,711
 
Expected return on plan assets
   
-
     
(582
)
   
-
     
(570
)
Amortization of prior service cost
   
17
     
57
     
36
     
56
 
Amortization of losses (gains)
   
(109
)
   
453
     
(30
)
   
87
 
Curtailment and settlement losses
   
-
     
101
     
-
     
106
 
Net periodic benefit cost
 
$
290
   
$
2,469
   
$
506
   
$
2,113
 

The following table shows the components of the net periodic pension cost for the six fiscal months ended June 29, 2024 and July 1, 2023 for the Company’s defined benefit pension plans:

 
Six fiscal months ended
June 29, 2024
   
Six fiscal months ended
July 1, 2023
 
   
U.S. Plans
   
Non-U.S.
Plans
   
U.S. Plans
   
Non-U.S.
Plans
 
                         
Net service cost
 
$
-
   
$
1,566
   
$
-
   
$
1,447
 
Interest cost
   
763
     
3,350
     
999
     
3,406
 
Expected return on plan assets
   
-
     
(1,178
)
   
-
     
(1,140
)
Amortization of prior service cost
   
33
     
114
     
72
     
111
 
Amortization of losses (gains)
   
(217
)
   
910
     
(60
)
   
173
 
Curtailment and settlement losses
   
-
     
206
     
-
     
213
 
Net periodic benefit cost
 
$
579
   
$
4,968
   
$
1,011
   
$
4,210
 


Other Postretirement Benefits

The following table shows the components of the net periodic benefit cost for the second fiscal quarters of 2024 and 2023 for the Company’s other postretirement benefit plans:

 
Fiscal quarter ended
June 29, 2024
 
Fiscal quarter ended
July 1, 2023
 
 
U.S. Plans
 
Non-U.S.
Plans
 
U.S. Plans
 
Non-U.S.
Plans
 
                 
Service cost
 
$
5
   
$
60
   
$
6
   
$
34
 
Interest cost
   
52
     
61
     
56
     
31
 
Amortization of losses (gains)
   
(60
)
   
20
     
(81
)
   
4
 
Net periodic benefit cost
 
$
(3
)
 
$
141
   
$
(19
)
 
$
69
 

The following table shows the components of the net periodic pension cost for the six fiscal months ended June 29, 2024 and July 1, 2023 for the Company’s other postretirement benefit plans:

Six fiscal months ended
June 29, 2024
 
Six fiscal months ended
July 1, 2023
 
 
U.S. Plans
 
Non-U.S.
Plans
 
U.S. Plans
 
Non-U.S.
Plans
 
                 
Service cost
 
$
10
   
$
120
   
$
11
   
$
68
 
Interest cost
   
105
     
122
     
112
     
62
 
Amortization of losses (gains)
   
(120
)
   
41
     
(161
)
   
7
 
Net periodic benefit cost
 
$
(5
)
 
$
283
   
$
(38
)
 
$
137
 


v3.24.2.u1
Stock-Based Compensation
6 Months Ended
Jun. 29, 2024
Stock-Based Compensation [Abstract]  
Stock-Based Compensation
Note 10 – Stock-Based Compensation

The following table summarizes stock-based compensation expense recognized:

Fiscal quarters ended
 
Six fiscal months ended
 
 
June 29, 2024
 
July 1, 2023
 
June 29, 2024
 
July 1, 2023
 
                 
Restricted stock units ("RSUs")
 
$
3,949
   
$
3,117
   
$
9,175
     
5,975
 
Phantom stock units
   
-
     
-
     
118
     
107
 
Total
 
$
3,949
   
$
3,117
   
$
9,293
     
6,082
 

The following table summarizes unrecognized compensation cost and the weighted average remaining amortization periods at June 29, 2024 (amortization periods in years):

Unrecognized
Compensation
Cost
 
Weighted
Average
Remaining
Amortization
Periods
 
         
Restricted stock units
 
$
38,497
     
2.3
 
Phantom stock units
   
-
     
n/a
 
Total
 
$
38,497
         



Restricted Stock Units

RSU activity under the Company's stock incentive programs as of June 29, 2024 and changes during the six fiscal months then ended are presented below (number of RSUs in thousands):

 
Number of
RSUs
   
Weighted
Average
Grant-date
Fair Value per
Unit
 
Outstanding:            
January 1, 2024    
1,717
   
$
23.03
 
Granted*    
1,638
     
20.47
 
Vested**    
(571
)
   
23.02
 
Cancelled or forfeited    
(44
)
   
23.88
 
Outstanding at June 29, 2024    
2,740
   
$
21.49
 
                 
Expected to vest at June 29, 2024    
2,467
         

* Employees in certain countries are granted equity-linked awards that will be settled in cash and are accounted for as liability awards.  The liability awards are not material.  The number of RSUs granted excludes these awards.
** The number of RSUs vested includes shares that the Company withheld on behalf of employees to satisfy the statutory tax withholding requirements.

The number of performance-based RSUs that are scheduled to vest increases ratably based on the achievement of defined performance and market criteria between the established target and maximum levels.  RSUs with performance-based and market-based vesting criteria are expected to vest as follows (number of RSUs in thousands):

Vesting Date
 
Expected
to Vest
   
Not Expected
to Vest
   
Total
 
January 1, 2025    
168
     
-
     
168
 
January 1, 2026    
95
     
72
     
167
 
January 1, 2027    
400
     
201
     
601
 
March 1, 2029     175       -       175  

Phantom Stock Units

Phantom stock unit activity as of June 29, 2024 and changes during the six fiscal months then ended are presented below (number of phantom stock units in thousands):


 
Number of
units
 
Grant-date
Fair Value per
Unit
 
Outstanding:
         
January 1, 2024
   
120
     
Granted
   
5
   
$
23.51
 
Dividend equivalents issued
   
1
         
Outstanding at June 29, 2024    
126
         
 




v3.24.2.u1
Segment Information
6 Months Ended
Jun. 29, 2024
Segment Information [Abstract]  
Segment Information
Note 11 – Segment Information

The following tables set forth business segment information:

   
MOSFETs
   
Diodes
   
Optoelectronic
Components
   
Resistors
   
Inductors
   
Capacitors
   
Total
 
Fiscal quarter ended June 29, 2024:
                                     
Net revenues
 
$
155,053
   
$
146,265
   
$
53,010
   
$
179,498
   
$
94,061
   
$
113,352
   
$
741,239
 
                                                         
Segment Operating Income
 
$
1,834
   
$
24,414
   
$
8,693
   
$
32,859
   
$
24,547
   
$
20,966
   
$
113,313
 
                                                         
Fiscal quarter ended July 1, 2023:
                                                 
Net revenues
 
$
207,388
   
$
174,735
   
$
64,449
   
$
222,433
   
$
89,239
   
$
133,866
   
$
892,110
 
                                                         
Segment Operating Income
 
$
56,772
   
$
35,110
   
$
10,749
   
$
57,363
   
$
27,585
   
$
28,177
   
$
215,756
 

Six fiscal months ended June 29, 2024:
                                     
Net revenues
 
$
308,226
   
$
295,395
   
$
102,209
   
$
367,694
   
$
182,712
   
$
231,282
   
$
1,487,518
 
                                                         
Segment Operating Income
 
$
9,881
   
$
50,425
   
$
10,186
   
$
71,032
   
$
47,728
   
$
47,495
   
$
236,747
 
                                                         
Six fiscal months ended July 1, 2023:
                                                 
Net revenues
 
$
405,569
   
$
350,428
   
$
124,852
   
$
445,573
   
$
169,577
   
$
267,157
   
$
1,763,156
 
                                                         
Segment Operating Income
 
$
114,789
   
$
77,796
   
$
28,049
   
$
124,062
   
$
48,564
   
$
61,173
   
$
454,433
 


 
Fiscal quarters ended
   
Six fiscal months ended
 
   
June 29, 2024
   
July 1, 2023
   
June 29, 2024
   
July 1, 2023
 
Reconciliation:
                       
Segment Operating Income
 
$
113,313
   
$
215,756
   
$
236,747
   
$
454,433
 
Unallocated Selling, General, and Administrative Expenses
   
(75,396
)
   
(81,140
)
   
(156,159
)
   
(161,249
)
Consolidated Operating Income
 
$
37,917
   
$
134,616
   
$
80,588
   
$
293,184
 
Unallocated Other Income (Expense)
   
(1,646
)
   
(1,147
)
   
(55
)
   
(2,938
)
Consolidated Income Before Taxes
 
$
36,271
   
$
133,469
   
$
80,533
   
$
290,246
 



The Company has a broad line of products that it sells to original equipment manufacturers ("OEMs"), electronic manufacturing services ("EMS") companies, and independent distributors.  The distribution of sales by channel is shown below:

 
Fiscal quarters ended
   
Six fiscal months ended
 
   
June 29, 2024
   
July 1, 2023
   
June 29, 2024
   
July 1, 2023
 
Distributors
 
$
411,508
   
$
487,107
   
$
793,988
   
$
957,895
 
OEMs
   
279,111
     
344,820
     
592,938
     
685,248
 
EMS companies
   
50,620
     
60,183
     
100,592
     
120,013
 
Total Revenue  
$
741,239
   
$
892,110
   
$
1,487,518
   
$
1,763,156
 

Net revenues were attributable to customers in the following regions:

 
Fiscal quarters ended
   
Six fiscal months ended
 
   
June 29, 2024
   
July 1, 2023
   
June 29, 2024
   
July 1, 2023
 
Asia
 
$
283,489
   
$
323,527
   
$
567,496
   
$
633,956
 
Europe
   
265,153
     
326,461
     
536,887
     
653,022
 
Americas
   
192,597
     
242,122
     
383,135
     
476,178
 
Total Revenue  
$
741,239
   
$
892,110
   
$
1,487,518
   
$
1,763,156
 

The Company generates substantially all of its revenue from product sales to end customers in the industrial, automotive, telecommunications, computing, consumer products, power supplies, military and aerospace, and medical end markets.  Sales by end market are presented below:

 
Fiscal quarters ended
   
Six fiscal months ended
 
   
June 29, 2024
   
July 1, 2023
   
June 29, 2024
   
July 1, 2023
 
Industrial
 
$
262,134
   
$
327,956
   
$
510,262
   
$
653,916
 
Automotive
   
268,099
     
310,233
     
555,401
     
594,732
 
Military and Aerospace
   
80,569
     
68,741
     
163,925
     
130,866
 
Medical
   
39,456
     
40,138
     
73,845
     
82,241
 
Other
   
90,981
     
145,042
     
184,085
     
301,401
 
Total Revenue
  $
741,239
    $
892,110
    $
1,487,518
    $
1,763,156
 



v3.24.2.u1
Earnings Per Share
6 Months Ended
Jun. 29, 2024
Earnings Per Share [Abstract]  
Earnings Per Share
Note 12 – Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share attributable to Vishay stockholders (shares in thousands):

 
Fiscal quarters ended
   
Six fiscal months ended
 
   
June 29, 2024
   
July 1, 2023
   
June 29, 2024
   
July 1, 2023
 
                         
Numerator:
                       
Net earnings attributable to Vishay stockholders
 
$
23,533
   
$
95,038
   
$
54,457
   
$
206,819
 
                                 
Denominator:
                               
Denominator for basic earnings per share:
                               
Weighted average shares
   
137,201
     
139,627
     
137,400
     
140,062
 
Outstanding phantom stock units
   
125
     
137
     
125
     
139
 
Adjusted weighted average shares
   
137,326
     
139,764
     
137,525
     
140,201
 
                                 
Effect of dilutive securities:
                               
Restricted stock units
   
758
     
714
     
754
     
664
 
Dilutive potential common shares
   
758
     
714
     
754
     
664
 
                                 
Denominator for diluted earnings per share:
                               
Adjusted weighted average shares - diluted
   
138,084
     
140,478
     
138,279
     
140,865
 
                                 
Basic earnings per share attributable to Vishay stockholders
 
$
0.17
   
$
0.68
   
$
0.40
   
$
1.48
 
                                 
Diluted earnings per share attributable to Vishay stockholders
 
$
0.17
   
$
0.68
   
$
0.39
   
$
1.47
 

Diluted earnings per share for the periods presented do not reflect the following weighted average potential common shares that would have an antidilutive effect or have unsatisfied performance conditions (in thousands):

 
Fiscal quarters ended
   
Six fiscal months ended
 
   
June 29, 2024
   
July 1, 2023
   
June 29, 2024
   
July 1, 2023
 
Restricted stock units
   
381
     
318
     
254
     
159
 

If the average market price of Vishay common stock is less than the effective conversion prices of the convertible senior notes due 2025 and due 2030, respectively, no shares are included in the diluted earnings per share computation for the convertible senior notes due 2025 and due 2030.  Upon Vishay exercising its existing right to legally amend the indenture governing the convertible senior notes due 2025, Vishay will satisfy its conversion obligations by paying $1 cash per $1 principal amount of converted notes and settle any additional amounts due in common stock.  Pursuant to the indenture governing the convertible senior notes due 2030, Vishay will satisfy its conversion obligations by paying $1 cash per $1 principal amount of converted notes and settle any additional amounts due in cash and/or common stock.  

In connection with the issuance of the convertible senior notes due 2030, the Company entered into capped call transactions (see Note 5), which were not included in the calculation of diluted earnings per share as their effect would have been anti-dilutive.  The capped calls are intended to reduce the potential dilution to the Company's common stock in the event that at the time of conversion of the convertible senior notes due 2030 the Company's common stock price exceeds the conversion price of the convertible senior notes due 2030.


v3.24.2.u1
Fair Value Measurements
6 Months Ended
Jun. 29, 2024
Fair Value Measurements [Abstract]  
Fair Value Measurements
Note 13 – Fair Value Measurements

The following table provides the financial assets and liabilities carried at fair value measured on a recurring basis:

 
Total
Fair Value
   
Level 1
   
Level 2
   
Level 3
 
June 29, 2024                        
Assets:
                       
Assets held in rabbi trusts
 
$
51,149
   
$
23,289
   
$
27,860
   
$
-
 
Available for sale securities
 
$
3,996
     
3,996
     
-
     
-
 
   
$
55,145
   
$
27,285
   
$
27,860
   
$
-
 
                                 
Liability:
                               
Acquisitions contingent consideration
  $ 15,664     $ -     $ -     $ 15,664  
                                 
December 31, 2023                                
Assets:
                               
Assets held in rabbi trusts
 
$
50,378
   
$
24,343
   
$
26,035
   
$
-
 
Available for sale securities
 
$
4,115
     
4,115
     
-
     
-
 
   
$
54,493
   
$
28,458
   
$
26,035
   
$
-
 
                                 
Liability:
                               
MaxPower acquisition contingent consideration
  $ 938     $ -     $ -     $ 938  

There have been no changes in the classification of any financial instruments within the fair value hierarchy in the periods presented.

The Company maintains non-qualified trusts, referred to as “rabbi” trusts, to fund payments under deferred compensation and non-qualified pension plans. Rabbi trust assets consist primarily of marketable securities, classified as available-for-sale and company-owned life insurance assets. The marketable securities held in the rabbi trusts are valued using quoted market prices on the last business day of the period. The company-owned life insurance assets are valued in consultation with the Company’s insurance brokers using the value of underlying assets of the insurance contracts.  The fair value measurement of the marketable securities held in the rabbi trust is considered a Level 1 measurement and the measurement of the company-owned life insurance assets is considered a Level 2 measurement within the fair value hierarchy.

The Company holds investments in debt securities that are intended to fund a portion of its pension and other postretirement benefit obligations outside of the United States.  The investments are valued based on quoted market prices on the last business day of the period. The fair value measurement of the investments is considered a Level 1 measurement within the fair value hierarchy.

The Company may be required to make certain contingent payments to non-employee equity holders of MaxPower pursuant to the acquisition agreement, which will be payable upon the achievement of certain technology milestones.  The Company may be required to make certain contingent payments upon the receipt of an export license pursuant to the Newport wafer fab acquisition agreement.  The fair value of these contingent consideration payments is determined by estimating the net present value of the expected cash flows based on the probability of expected payments.  The fair value measurement of the contingent consideration is considered a Level 3 measurement within the fair value hierarchy.

The fair value of the long-term debt, excluding the derivative liabilities and deferred financing costs, at June 29, 2024 and December 31, 2023 is approximately $809,400 and $836,200, respectively, compared to its carrying value, excluding the deferred financing costs, of $845,102.  The Company estimates the fair value of its long-term debt using a combination of quoted market prices for similar financing arrangements and expected future payments discounted at risk-adjusted rates, which are considered Level 2 inputs.

At June 29, 2024 and December 31, 2023, the Company’s short-term investments were comprised of time deposits with financial institutions that have maturities that exceed 90 days from the date of acquisition; however they all mature within one year from the respective balance sheet dates.  The Company's short-term investments are accounted for as held-to-maturity debt instruments, at amortized cost, which approximates their fair value. The investments are funded with excess cash not expected to be needed for operations prior to maturity; therefore, the Company believes it has the intent and ability to hold the short-term investments until maturity.  At each reporting date, the Company performs an evaluation to determine if any unrealized losses are other-than-temporary.  No other-than-temporary impairments have been recognized on these securities, and there are no unrecognized holding gains or losses for these securities during the periods presented.  There have been no transfers to or from the held-to-maturity classification.  All decreases in the account balance are due to returns of principal at the securities’ maturity dates.  Interest on the securities is recognized as interest income when earned.

At June 29, 2024 and December 31, 2023, the Company’s cash and cash equivalents were comprised of demand deposits, time deposits with maturities of three months or less when purchased, and money market funds.  The Company estimates the fair value of its cash, cash equivalents, and short-term investments using Level 2 inputs.  Based on the current interest rates for similar investments with comparable credit risk and time to maturity, the fair value of the Company's cash, cash equivalents, and held-to-maturity short-term investments approximate the carrying amounts reported in the consolidated condensed balance sheets.

The Company’s financial instruments also include accounts receivable and accounts payable.  The carrying amounts for these financial instruments reported in the consolidated condensed balance sheets approximate their fair values.
v3.24.2.u1
Insider Trading Arrangements
3 Months Ended
Jun. 29, 2024
Insider Trading Arrangements [Line Items]  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.24.2.u1
Basis of Presentation (Policies)
6 Months Ended
Jun. 29, 2024
Basis of Presentation [Abstract]  
Fiscal Period, Policy
The Company reports interim financial information for 13-week periods beginning on a Sunday and ending on a Saturday, except for the first fiscal quarter, which always begins on January 1, and the fourth fiscal quarter, which always ends on December 31.  The four fiscal quarters in 2024 end on March 30, 2024, June 29, 2024, September 28, 2024, and December 31, 2024, respectively.  The four fiscal quarters in 2023 ended on April 1, 2023, July 1, 2023, September 30, 2023, and December 31, 2023, respectively.  
Reclassifications
Reclassifications

Certain prior period amounts have been reclassified to conform to the current financial statement presentation.
v3.24.2.u1
Income Taxes (Policies)
6 Months Ended
Jun. 29, 2024
Income Taxes [Abstract]  
Effective Income Tax Rate Description
The provision for income taxes consists of provisions for federal, state, and foreign income taxes.  The effective tax rates for the periods ended June 29, 2024 and July 1, 2023 reflect the Company’s expected tax rate on reported income before income tax and tax adjustments. The Company operates in a global environment with significant operations in various jurisdictions outside the United States. Accordingly, the consolidated income tax rate is a composite rate reflecting the Company’s earnings and the applicable tax rates in the various jurisdictions where the Company operates. 
v3.24.2.u1
Earnings Per Share (Policies)
6 Months Ended
Jun. 29, 2024
Earnings Per Share [Abstract]  
Discussion on convertible debt included in computation of earnings per share diluted
If the average market price of Vishay common stock is less than the effective conversion prices of the convertible senior notes due 2025 and due 2030, respectively, no shares are included in the diluted earnings per share computation for the convertible senior notes due 2025 and due 2030.  Upon Vishay exercising its existing right to legally amend the indenture governing the convertible senior notes due 2025, Vishay will satisfy its conversion obligations by paying $1 cash per $1 principal amount of converted notes and settle any additional amounts due in common stock.  Pursuant to the indenture governing the convertible senior notes due 2030, Vishay will satisfy its conversion obligations by paying $1 cash per $1 principal amount of converted notes and settle any additional amounts due in cash and/or common stock.  

In connection with the issuance of the convertible senior notes due 2030, the Company entered into capped call transactions (see Note 5), which were not included in the calculation of diluted earnings per share as their effect would have been anti-dilutive.  The capped calls are intended to reduce the potential dilution to the Company's common stock in the event that at the time of conversion of the convertible senior notes due 2030 the Company's common stock price exceeds the conversion price of the convertible senior notes due 2030.
v3.24.2.u1
Acquisition and Divestiture Activities (Tables)
6 Months Ended
Jun. 29, 2024
Acquisition Activities [Abstract]  
Schedule of Business Acquisitions, by Acquisition [Table Text Block]
Based on an estimate of fair values, the Company allocated the purchase price of the acquisition as follows:

Net working deficit (excluding cash and cash equivalents)
 
$
(339
)
Property and equipment
   
153,597
 
Customer relationships
   
4,000
 
Other, net
   
1,315
 
Deferred taxes, net
   
(18,908
)
Total identified assets and liabilities
   
139,665
 
         
Purchase price, net of cash acquired
    177,457
         
Goodwill
 
$
37,792
 
v3.24.2.u1
Leases (Tables)
6 Months Ended
Jun. 29, 2024
Leases [Abstract]  
Right of Use Assets and Lease Liabilities
The net right of use assets and lease liabilities recognized on the consolidated condensed balance sheets for the Company's operating leases were as follows:

 
June 29, 2024
   
December 31, 2023
 
Right of use assets
           
Operating Leases
           
Buildings and improvements
 
$
116,371
   
$
121,578
 
Machinery and equipment
   
8,507
     
5,251
 
Total
 
$
124,878
   
$
126,829
 
Current lease liabilities
               
Operating Leases
               
Buildings and improvements
 
$
23,314
   
$
23,647
 
Machinery and equipment
   
4,188
     
2,838
 
Total
 
$
27,502
   
$
26,485
 
Long-term lease liabilities
               
Operating Leases
               
Buildings and improvements
 
$
94,654
   
$
100,489
 
Machinery and equipment
   
4,253
     
2,341
 
Total
 
$
98,907
   
$
102,830
 
Total lease liabilities
 
$
126,409
   
$
129,315
 
Lease Expense
Lease expense is classified in the statements of operations based on asset use.  Total lease cost recognized on the consolidated condensed statements of operations is as follows:

 
Fiscal quarters ended
   
Six fiscal months ended
 
   
June 29, 2024
   
July 1, 2023
   
June 29, 2024
   
July 1, 2023
 
Lease expense
                       
Operating lease expense
 
$
7,466
   
$
6,887
   
$
14,759
   
$
13,768
 
Short-term lease expense
   
220
     
252
     
476
     
508
 
Variable lease expense
   
148
     
159
     
362
     
311
 
Total lease expense
 
$
7,834
   
$
7,298
   
$
15,597
   
$
14,587
 
Undiscounted Future Lease Payments for Operating Lease Liabilities
The undiscounted future lease payments for the Company's operating lease liabilities are as follows:

 
June 29, 2024
 
2024 (excluding the six fiscal months ended June 29, 2024)  
$
14,880
 
2025
   
26,987
 
2026
   
22,722
 
2027
   
18,448
 
2028
   
15,643
 
Thereafter
   
69,738
 
v3.24.2.u1
Long-Term Debt (Tables)
6 Months Ended
Jun. 29, 2024
Long-Term Debt [Abstract]  
Long-term Debt Instruments
Long-term debt consists of the following:

 
June 29, 2024
   
December 31, 2023
 
             
Credit facility
 
$
-
   
$
-
 
Convertible senior notes, due 2025
   
95,102
     
95,102
 
Convertible senior notes, due 2030     750,000       750,000  
Deferred financing costs
   
(24,480
)
   
(26,914
)
     
820,622
     
818,188
 
Less current portion
   
-
     
-
 
   
$
820,622
   
$
818,188
 
Key Facts and Terms of the Convertible Debt Instruments

The following table summarizes some key facts and terms regarding the outstanding convertible senior notes as of June 29, 2024:

 
2025 Notes
    2030 Notes  
Issuance date
 
June 12, 2018
    September 12, 2023  
Maturity date
 
June 15, 2025
*   September 15, 2030  
Principal amount as of June 29, 2024
 
$
95,102
    $ 750,000  
Cash coupon rate (per annum)
   
2.25
%
    2.25 %
Conversion rate (per $1 principal amount)
   
32.1684
      33.1609  
Effective conversion price (per share)
 
$
31.09
    $ 30.16  
130% of the current effective conversion price (per share)
 
$
40.42
    $ 39.21  
v3.24.2.u1
Stockholders' Equity (Tables)
6 Months Ended
Jun. 29, 2024
Stockholders' Equity Policy [Abstract]  
Schedule of Stockholder Return Policy [Table Text Block]
The following table summarizes activity pursuant to this policy:

 
Fiscal quarters ended
  Six fiscal months ended  
 
June 29, 2024
    July 1, 2023
  June 29, 2024     July 1, 2023  
Dividends paid to stockholders
 
$
13,700
    $ 13,937     $ 27,452     $ 27,957  
Stock repurchases
   
12,622
      20,226       25,160       40,399  
Total
 
$
26,322
    $ 34,163     $ 52,612     $ 68,356  
v3.24.2.u1
Revenue Recognition (Tables)
6 Months Ended
Jun. 29, 2024
Revenue Recognition [Abstract]  
Sales returns and allowances accrual activity
Sales returns and allowances accrual activity is shown below:

 
Fiscal quarters ended
   
Six fiscal months ended
 
   
June 29, 2024
   
July 1, 2023
   
June 29, 2024
   
July 1, 2023
 
Beginning balance
 
$
48,748
   
$
38,280
   
$
47,760
   
$
46,979
 
Sales allowances
   
20,955
     
26,297
     
46,231
     
52,134
 
Credits issued
   
(25,103
)
   
(16,853
)
   
(49,187
)
   
(50,128
)
Foreign currency
   
(107
)
   
1,626
   
(311
)
   
365
Ending balance
 
$
44,493
   
$
49,350
   
$
44,493
   
$
49,350
 
v3.24.2.u1
Accumulated Other Comprehensive Income (Loss) (Tables)
6 Months Ended
Jun. 29, 2024
Accumulated Other Comprehensive Income (Loss) [Abstract]  
Other Comprehensive Income (Loss) and Income Tax Effects Allocated
The cumulative balance of each component of other comprehensive income (loss) and the income tax effects allocated to each component are as follows:

 
Pension and
other post-
retirement
actuarial
items
   
Currency
translation
adjustment
   
Total
 
Balance at January 1, 2024
 
$
(14,599
)
 
$
24,936
   
$
10,337
 
Other comprehensive income (loss) before reclassifications
   
(2,574
)
   
(25,498
)
 
$
(28,072
)
Tax effect
   
-
     
-
   
$
-
 
Other comprehensive income before reclassifications, net of tax
   
(2,574
)
   
(25,498
)
 
$
(28,072
)
Amounts reclassified out of AOCI
   
967
     
-
   
$
967
 
Tax effect
   
(201
)
   
-
   
$
(201
)
Amounts reclassified out of AOCI, net of tax
   
766
     
-
   
$
766
 
Net other comprehensive income (loss)
 
$
(1,808
)
 
$
(25,498
)
 
$
(27,306
)
Balance at June 29, 2024
 
$
(16,407
)
 
$
(562
)
 
$
(16,969
)
v3.24.2.u1
Pensions and Other Postretirement Benefits (Tables)
6 Months Ended
Jun. 29, 2024
Defined Benefit Pension Plans [Member]  
Defined Benefit Plan Disclosure [Line Items]  
Net Periodic Benefit Cost for Pension and Other Postretirement Benefit Plans
The following table shows the components of the net periodic pension cost for the second fiscal quarters of 2024 and 2023 for the Company’s defined benefit pension plans:

 
Fiscal quarter ended
June 29, 2024
   
Fiscal quarter ended
July 1, 2023
 
   
U.S. Plans
   
Non-U.S.
Plans
   
U.S. Plans
   
Non-U.S.
Plans
 
                         
Net service cost
 
$
-
   
$
776
   
$
-
   
$
723
 
Interest cost
   
382
     
1,664
     
500
     
1,711
 
Expected return on plan assets
   
-
     
(582
)
   
-
     
(570
)
Amortization of prior service cost
   
17
     
57
     
36
     
56
 
Amortization of losses (gains)
   
(109
)
   
453
     
(30
)
   
87
 
Curtailment and settlement losses
   
-
     
101
     
-
     
106
 
Net periodic benefit cost
 
$
290
   
$
2,469
   
$
506
   
$
2,113
 

The following table shows the components of the net periodic pension cost for the six fiscal months ended June 29, 2024 and July 1, 2023 for the Company’s defined benefit pension plans:

 
Six fiscal months ended
June 29, 2024
   
Six fiscal months ended
July 1, 2023
 
   
U.S. Plans
   
Non-U.S.
Plans
   
U.S. Plans
   
Non-U.S.
Plans
 
                         
Net service cost
 
$
-
   
$
1,566
   
$
-
   
$
1,447
 
Interest cost
   
763
     
3,350
     
999
     
3,406
 
Expected return on plan assets
   
-
     
(1,178
)
   
-
     
(1,140
)
Amortization of prior service cost
   
33
     
114
     
72
     
111
 
Amortization of losses (gains)
   
(217
)
   
910
     
(60
)
   
173
 
Curtailment and settlement losses
   
-
     
206
     
-
     
213
 
Net periodic benefit cost
 
$
579
   
$
4,968
   
$
1,011
   
$
4,210
 
Other Postretirement Benefits [Member]  
Defined Benefit Plan Disclosure [Line Items]  
Net Periodic Benefit Cost for Pension and Other Postretirement Benefit Plans
The following table shows the components of the net periodic benefit cost for the second fiscal quarters of 2024 and 2023 for the Company’s other postretirement benefit plans:

 
Fiscal quarter ended
June 29, 2024
 
Fiscal quarter ended
July 1, 2023
 
 
U.S. Plans
 
Non-U.S.
Plans
 
U.S. Plans
 
Non-U.S.
Plans
 
                 
Service cost
 
$
5
   
$
60
   
$
6
   
$
34
 
Interest cost
   
52
     
61
     
56
     
31
 
Amortization of losses (gains)
   
(60
)
   
20
     
(81
)
   
4
 
Net periodic benefit cost
 
$
(3
)
 
$
141
   
$
(19
)
 
$
69
 

The following table shows the components of the net periodic pension cost for the six fiscal months ended June 29, 2024 and July 1, 2023 for the Company’s other postretirement benefit plans:

Six fiscal months ended
June 29, 2024
 
Six fiscal months ended
July 1, 2023
 
 
U.S. Plans
 
Non-U.S.
Plans
 
U.S. Plans
 
Non-U.S.
Plans
 
                 
Service cost
 
$
10
   
$
120
   
$
11
   
$
68
 
Interest cost
   
105
     
122
     
112
     
62
 
Amortization of losses (gains)
   
(120
)
   
41
     
(161
)
   
7
 
Net periodic benefit cost
 
$
(5
)
 
$
283
   
$
(38
)
 
$
137
 
v3.24.2.u1
Stock-Based Compensation (Tables)
6 Months Ended
Jun. 29, 2024
Stock-Based Compensation [Abstract]  
Summary of Recognized Stock-based Compensation Expense
The following table summarizes stock-based compensation expense recognized:

Fiscal quarters ended
 
Six fiscal months ended
 
 
June 29, 2024
 
July 1, 2023
 
June 29, 2024
 
July 1, 2023
 
                 
Restricted stock units ("RSUs")
 
$
3,949
   
$
3,117
   
$
9,175
     
5,975
 
Phantom stock units
   
-
     
-
     
118
     
107
 
Total
 
$
3,949
   
$
3,117
   
$
9,293
     
6,082
 
Summary of Unrecognized Compensation Cost and Weighted Average Remaining Amortization Periods
The following table summarizes unrecognized compensation cost and the weighted average remaining amortization periods at June 29, 2024 (amortization periods in years):

Unrecognized
Compensation
Cost
 
Weighted
Average
Remaining
Amortization
Periods
 
         
Restricted stock units
 
$
38,497
     
2.3
 
Phantom stock units
   
-
     
n/a
 
Total
 
$
38,497
         
RSU Activity
RSU activity under the Company's stock incentive programs as of June 29, 2024 and changes during the six fiscal months then ended are presented below (number of RSUs in thousands):

 
Number of
RSUs
   
Weighted
Average
Grant-date
Fair Value per
Unit
 
Outstanding:            
January 1, 2024    
1,717
   
$
23.03
 
Granted*    
1,638
     
20.47
 
Vested**    
(571
)
   
23.02
 
Cancelled or forfeited    
(44
)
   
23.88
 
Outstanding at June 29, 2024    
2,740
   
$
21.49
 
                 
Expected to vest at June 29, 2024    
2,467
         

* Employees in certain countries are granted equity-linked awards that will be settled in cash and are accounted for as liability awards.  The liability awards are not material.  The number of RSUs granted excludes these awards.
** The number of RSUs vested includes shares that the Company withheld on behalf of employees to satisfy the statutory tax withholding requirements.
RSUs with Performance-Based Vesting Criteria RSUs with performance-based and market-based vesting criteria are expected to vest as follows (number of RSUs in thousands):

Vesting Date
 
Expected
to Vest
   
Not Expected
to Vest
   
Total
 
January 1, 2025    
168
     
-
     
168
 
January 1, 2026    
95
     
72
     
167
 
January 1, 2027    
400
     
201
     
601
 
March 1, 2029     175       -       175  
Phantom Stock Unit Activity Under the Phantom Stock Plan
Phantom stock unit activity as of June 29, 2024 and changes during the six fiscal months then ended are presented below (number of phantom stock units in thousands):


 
Number of
units
 
Grant-date
Fair Value per
Unit
 
Outstanding:
         
January 1, 2024
   
120
     
Granted
   
5
   
$
23.51
 
Dividend equivalents issued
   
1
         
Outstanding at June 29, 2024    
126
         
v3.24.2.u1
Segment Information (Tables)
6 Months Ended
Jun. 29, 2024
Segment Information [Abstract]  
Segment Reporting Information by Segment
The following tables set forth business segment information:

   
MOSFETs
   
Diodes
   
Optoelectronic
Components
   
Resistors
   
Inductors
   
Capacitors
   
Total
 
Fiscal quarter ended June 29, 2024:
                                     
Net revenues
 
$
155,053
   
$
146,265
   
$
53,010
   
$
179,498
   
$
94,061
   
$
113,352
   
$
741,239
 
                                                         
Segment Operating Income
 
$
1,834
   
$
24,414
   
$
8,693
   
$
32,859
   
$
24,547
   
$
20,966
   
$
113,313
 
                                                         
Fiscal quarter ended July 1, 2023:
                                                 
Net revenues
 
$
207,388
   
$
174,735
   
$
64,449
   
$
222,433
   
$
89,239
   
$
133,866
   
$
892,110
 
                                                         
Segment Operating Income
 
$
56,772
   
$
35,110
   
$
10,749
   
$
57,363
   
$
27,585
   
$
28,177
   
$
215,756
 

Six fiscal months ended June 29, 2024:
                                     
Net revenues
 
$
308,226
   
$
295,395
   
$
102,209
   
$
367,694
   
$
182,712
   
$
231,282
   
$
1,487,518
 
                                                         
Segment Operating Income
 
$
9,881
   
$
50,425
   
$
10,186
   
$
71,032
   
$
47,728
   
$
47,495
   
$
236,747
 
                                                         
Six fiscal months ended July 1, 2023:
                                                 
Net revenues
 
$
405,569
   
$
350,428
   
$
124,852
   
$
445,573
   
$
169,577
   
$
267,157
   
$
1,763,156
 
                                                         
Segment Operating Income
 
$
114,789
   
$
77,796
   
$
28,049
   
$
124,062
   
$
48,564
   
$
61,173
   
$
454,433
 

Reconciliation of Operating Profit (Loss) from Segments to Consolidated

 
Fiscal quarters ended
   
Six fiscal months ended
 
   
June 29, 2024
   
July 1, 2023
   
June 29, 2024
   
July 1, 2023
 
Reconciliation:
                       
Segment Operating Income
 
$
113,313
   
$
215,756
   
$
236,747
   
$
454,433
 
Unallocated Selling, General, and Administrative Expenses
   
(75,396
)
   
(81,140
)
   
(156,159
)
   
(161,249
)
Consolidated Operating Income
 
$
37,917
   
$
134,616
   
$
80,588
   
$
293,184
 
Unallocated Other Income (Expense)
   
(1,646
)
   
(1,147
)
   
(55
)
   
(2,938
)
Consolidated Income Before Taxes
 
$
36,271
   
$
133,469
   
$
80,533
   
$
290,246
 
Disaggregation of Revenue
The Company has a broad line of products that it sells to original equipment manufacturers ("OEMs"), electronic manufacturing services ("EMS") companies, and independent distributors.  The distribution of sales by channel is shown below:

 
Fiscal quarters ended
   
Six fiscal months ended
 
   
June 29, 2024
   
July 1, 2023
   
June 29, 2024
   
July 1, 2023
 
Distributors
 
$
411,508
   
$
487,107
   
$
793,988
   
$
957,895
 
OEMs
   
279,111
     
344,820
     
592,938
     
685,248
 
EMS companies
   
50,620
     
60,183
     
100,592
     
120,013
 
Total Revenue  
$
741,239
   
$
892,110
   
$
1,487,518
   
$
1,763,156
 

Net revenues were attributable to customers in the following regions:

 
Fiscal quarters ended
   
Six fiscal months ended
 
   
June 29, 2024
   
July 1, 2023
   
June 29, 2024
   
July 1, 2023
 
Asia
 
$
283,489
   
$
323,527
   
$
567,496
   
$
633,956
 
Europe
   
265,153
     
326,461
     
536,887
     
653,022
 
Americas
   
192,597
     
242,122
     
383,135
     
476,178
 
Total Revenue  
$
741,239
   
$
892,110
   
$
1,487,518
   
$
1,763,156
 

The Company generates substantially all of its revenue from product sales to end customers in the industrial, automotive, telecommunications, computing, consumer products, power supplies, military and aerospace, and medical end markets.  Sales by end market are presented below:

 
Fiscal quarters ended
   
Six fiscal months ended
 
   
June 29, 2024
   
July 1, 2023
   
June 29, 2024
   
July 1, 2023
 
Industrial
 
$
262,134
   
$
327,956
   
$
510,262
   
$
653,916
 
Automotive
   
268,099
     
310,233
     
555,401
     
594,732
 
Military and Aerospace
   
80,569
     
68,741
     
163,925
     
130,866
 
Medical
   
39,456
     
40,138
     
73,845
     
82,241
 
Other
   
90,981
     
145,042
     
184,085
     
301,401
 
Total Revenue
  $
741,239
    $
892,110
    $
1,487,518
    $
1,763,156
 
v3.24.2.u1
Earnings Per Share (Tables)
6 Months Ended
Jun. 29, 2024
Earnings Per Share [Abstract]  
Computation of Basic and Diluted Earnings per Share
The following table sets forth the computation of basic and diluted earnings per share attributable to Vishay stockholders (shares in thousands):

 
Fiscal quarters ended
   
Six fiscal months ended
 
   
June 29, 2024
   
July 1, 2023
   
June 29, 2024
   
July 1, 2023
 
                         
Numerator:
                       
Net earnings attributable to Vishay stockholders
 
$
23,533
   
$
95,038
   
$
54,457
   
$
206,819
 
                                 
Denominator:
                               
Denominator for basic earnings per share:
                               
Weighted average shares
   
137,201
     
139,627
     
137,400
     
140,062
 
Outstanding phantom stock units
   
125
     
137
     
125
     
139
 
Adjusted weighted average shares
   
137,326
     
139,764
     
137,525
     
140,201
 
                                 
Effect of dilutive securities:
                               
Restricted stock units
   
758
     
714
     
754
     
664
 
Dilutive potential common shares
   
758
     
714
     
754
     
664
 
                                 
Denominator for diluted earnings per share:
                               
Adjusted weighted average shares - diluted
   
138,084
     
140,478
     
138,279
     
140,865
 
                                 
Basic earnings per share attributable to Vishay stockholders
 
$
0.17
   
$
0.68
   
$
0.40
   
$
1.48
 
                                 
Diluted earnings per share attributable to Vishay stockholders
 
$
0.17
   
$
0.68
   
$
0.39
   
$
1.47
 
Weighted Average Potential Common Shares that Would have an Antidilutive Effect or have Unsatisfied Performance Conditions
Diluted earnings per share for the periods presented do not reflect the following weighted average potential common shares that would have an antidilutive effect or have unsatisfied performance conditions (in thousands):

 
Fiscal quarters ended
   
Six fiscal months ended
 
   
June 29, 2024
   
July 1, 2023
   
June 29, 2024
   
July 1, 2023
 
Restricted stock units
   
381
     
318
     
254
     
159
 
v3.24.2.u1
Fair Value Measurements (Tables)
6 Months Ended
Jun. 29, 2024
Fair Value Measurements [Abstract]  
Fair Value of Assets and Liabilities Carried at Fair Value Measured on Recurring Basis
The following table provides the financial assets and liabilities carried at fair value measured on a recurring basis:

 
Total
Fair Value
   
Level 1
   
Level 2
   
Level 3
 
June 29, 2024                        
Assets:
                       
Assets held in rabbi trusts
 
$
51,149
   
$
23,289
   
$
27,860
   
$
-
 
Available for sale securities
 
$
3,996
     
3,996
     
-
     
-
 
   
$
55,145
   
$
27,285
   
$
27,860
   
$
-
 
                                 
Liability:
                               
Acquisitions contingent consideration
  $ 15,664     $ -     $ -     $ 15,664  
                                 
December 31, 2023                                
Assets:
                               
Assets held in rabbi trusts
 
$
50,378
   
$
24,343
   
$
26,035
   
$
-
 
Available for sale securities
 
$
4,115
     
4,115
     
-
     
-
 
   
$
54,493
   
$
28,458
   
$
26,035
   
$
-
 
                                 
Liability:
                               
MaxPower acquisition contingent consideration
  $ 938     $ -     $ -     $ 938  
v3.24.2.u1
Acquisition and Divestiture Activities (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 29, 2024
Mar. 30, 2024
Dec. 31, 2022
Jun. 29, 2024
Mar. 05, 2024
Dec. 31, 2023
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract]            
Goodwill $ 250,580     $ 250,580   $ 201,416
MaxPower [Member]            
Business Acquisition, Equity Interests Issued or Issuable [Line Items]            
Business acquisition, name of acquired entity     MaxPower Semiconductor, Inc.      
Cash paid, net of cash acquired     $ 50,000      
Fair value of contingent consideration $ 15,000   57,500 15,000    
Gross purchase price of acquired business     $ 50,000      
Milestone payment       $ 2,500    
Newport wafer fab [Member]            
Business Acquisition, Equity Interests Issued or Issuable [Line Items]            
Business acquisition, effective date of acquisition   Mar. 05, 2024        
Business acquisition, name of acquired entity   Neptune 6 Limited        
Cash paid, net of cash acquired   $ 177,457        
Fair value of contingent consideration         $ 15,000  
Business acquisition, percentage of voting interests acquired         100.00%  
Gross purchase price of acquired business   $ 177,457        
Business Acquisition, Transaction Costs         $ 2,984  
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract]            
Net working capital (excluding cash and cash equivalents)         (339)  
Customer relationships         4,000  
Property and equipment         153,597  
Other, net         1,315  
Deferred taxes, net         (18,908)  
Total identified assets and liabilities (excluding cash and cash equivalents)         139,665  
Goodwill         $ 37,792  
Ametherm [Member]            
Business Acquisition, Equity Interests Issued or Issuable [Line Items]            
Business acquisition, effective date of acquisition Jun. 05, 2024          
Business acquisition, name of acquired entity Ametherm, Inc.          
Cash paid, net of cash acquired $ 31,478          
Definite-lived intangible assets 17,000          
Goodwill related to acquisitions 11,710          
Gross purchase price of acquired business $ 31,478          
v3.24.2.u1
Leases (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 29, 2024
Jul. 01, 2023
Jun. 29, 2024
Jul. 01, 2023
Dec. 31, 2023
Assets and Liabilities [Abstract]          
Right of use assets $ 124,878   $ 124,878   $ 126,829
Current lease liabilities 27,502   27,502   26,485
Long-term lease liabilities 98,907   98,907   102,830
Total lease liabilities 126,409   126,409   129,315
Lease expense [Abstract]          
Operating lease expense 7,466 $ 6,887 14,759 $ 13,768  
Short-term lease expense 220 252 476 508  
Variable lease expense 148 159 362 311  
Total lease expense $ 7,834 $ 7,298 15,597 14,587  
Cash paid for operating leases     $ 14,801 $ 13,966  
Weighted-average remaining lease term - operating leases 8 years 9 months 18 days   8 years 9 months 18 days    
Weighted-average discount rate - operating leases 6.50%   6.50%    
Undiscounted future lease payments for operating lease liabilities [Abstract]          
2024 (excluding the six fiscal months ended June 29, 2024) $ 14,880   $ 14,880    
2025 26,987   26,987    
2026 22,722   22,722    
2027 18,448   18,448    
2028 15,643   15,643    
Thereafter 69,738   69,738    
Building and Improvements [Member]          
Assets and Liabilities [Abstract]          
Right of use assets 116,371   116,371   121,578
Current lease liabilities 23,314   23,314   23,647
Long-term lease liabilities 94,654   94,654   100,489
Machinery and Equipment [Member]          
Assets and Liabilities [Abstract]          
Right of use assets 8,507   8,507   5,251
Current lease liabilities 4,188   4,188   2,838
Long-term lease liabilities $ 4,253   $ 4,253   $ 2,341
v3.24.2.u1
Income Taxes (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 29, 2024
Jun. 29, 2024
Income Taxes [Abstract]    
Increase in liabilities for unrecognized tax benefits   $ 729
Income Tax Uncertainties [Abstract]    
Cash repatriated during the current period $ 120,000  
Repatriation taxes paid $ 15,000  
v3.24.2.u1
Long-Term Debt (Details)
$ / shares in Units, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 29, 2024
USD ($)
$ / shares
Jul. 01, 2023
USD ($)
Jun. 29, 2024
USD ($)
$ / shares
Jul. 01, 2023
USD ($)
Dec. 31, 2023
USD ($)
Debt Instruments [Abstract]          
Non-cash interest expense $ 1,213 $ 820 $ 2,426 $ 1,638  
Credit facility 0   0   $ 0
Deferred financing costs (24,480)   (24,480)   (26,914)
Long-term debt 820,622   820,622   818,188
Less current portion 0   0   0
Long-term debt, less current portion 820,622   820,622   818,188
Convertible Senior Notes, Due 2025 [Member]          
Debt Instruments [Abstract]          
Convertible debt $ 95,102   $ 95,102   95,102
Issuance date     Jun. 12, 2018    
Debt maturity date     Jun. 15, 2025    
Cash coupon rate 2.25%   2.25%    
Effective conversion rate     32.1684    
Principal amount of debt $ 95,102   $ 95,102    
130% of the conversion price (in dollars per share) | $ / shares     $ 40.42    
Effective conversion price (in dollars per share) | $ / shares $ 31.09   $ 31.09    
Convertible Senior Notes, Due 2030 [Member]          
Debt Instruments [Abstract]          
Convertible debt $ 750,000   $ 750,000   $ 750,000
Issuance date     Sep. 12, 2023    
Debt maturity date     Sep. 15, 2030    
Cash coupon rate 2.25%   2.25%    
Effective conversion rate 33.1609        
Principal amount of debt $ 750,000   $ 750,000    
130% of the conversion price (in dollars per share) | $ / shares     $ 39.21    
Effective conversion price (in dollars per share) | $ / shares $ 30.16   $ 30.16    
v3.24.2.u1
Stockholders' Equity (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 29, 2024
Jul. 01, 2023
Jun. 29, 2024
Jul. 01, 2023
Dec. 31, 2023
Stockholders' Equity Policy [Abstract]          
Dividends declared $ 13,700 $ 13,937 $ 27,452 $ 27,957  
Treasury Stock, Value, Acquired, Par Value Method 12,622 20,226 25,160 40,399  
Stockholder Return Policy Payments $ 26,322 $ 34,163 $ 52,612 $ 68,356  
Treasury stock (in shares) 8,655,888   8,655,888   7,535,881
v3.24.2.u1
Revenue Recognition (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 29, 2024
Jul. 01, 2023
Jun. 29, 2024
Jul. 01, 2023
Sales returns and allowances accrual activity [Roll Forward]        
Beginning balance $ 48,748 $ 38,280 $ 47,760 $ 46,979
Sales allowances 20,955 26,297 46,231 52,134
Credits issued (25,103) (16,853) (49,187) (50,128)
Foreign currency (107) 1,626 (311) 365
Ending balance $ 44,493 $ 49,350 $ 44,493 $ 49,350
v3.24.2.u1
Accumulated Other Comprehensive Income (Loss) (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 29, 2024
Mar. 30, 2024
Jul. 01, 2023
Apr. 01, 2023
Jun. 29, 2024
Jul. 01, 2023
Cumulative balance of each component of other comprehensive income (loss) and income tax effects [Roll Forward]            
Beginning Balance   $ 10,337     $ 10,337  
Other comprehensive income before reclassifications         (28,072)  
Tax effect         0  
Other comprehensive income before reclassifications, net of tax         (28,072)  
Amounts reclassified out of AOCI         967  
Tax effect         (201)  
Amounts reclassified out of AOCI, net of tax         766  
Net other comprehensive income $ (7,284) (20,022) $ 3,623 $ 19,859 (27,306) $ 23,482
Ending Balance (16,969)       (16,969)  
Pension and Other Post-Retirement Actuarial Items [Member]            
Cumulative balance of each component of other comprehensive income (loss) and income tax effects [Roll Forward]            
Beginning Balance   (14,599)     (14,599)  
Other comprehensive income before reclassifications         (2,574)  
Tax effect         0  
Other comprehensive income before reclassifications, net of tax         (2,574)  
Amounts reclassified out of AOCI         967  
Tax effect         (201)  
Amounts reclassified out of AOCI, net of tax         766  
Net other comprehensive income         (1,808)  
Ending Balance (16,407)       (16,407)  
Currency Translation Adjustment [Member]            
Cumulative balance of each component of other comprehensive income (loss) and income tax effects [Roll Forward]            
Beginning Balance   24,936     24,936  
Other comprehensive income before reclassifications         (25,498)  
Tax effect         0  
Other comprehensive income before reclassifications, net of tax         (25,498)  
Amounts reclassified out of AOCI         0  
Tax effect         0  
Amounts reclassified out of AOCI, net of tax         0  
Net other comprehensive income         (25,498)  
Ending Balance (562)       (562)  
Accumulated Other Comprehensive Income (Loss) [Member]            
Cumulative balance of each component of other comprehensive income (loss) and income tax effects [Roll Forward]            
Beginning Balance   10,337     10,337  
Net other comprehensive income (7,284) $ (20,022) $ 3,623 $ 19,859    
Ending Balance $ (16,969)       $ (16,969)  
v3.24.2.u1
Pensions and Other Postretirement Benefits (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 29, 2024
Jul. 01, 2023
Jun. 29, 2024
Jul. 01, 2023
Defined Benefit Pension Plans [Member] | U.S. Plans [Member]        
Components of net periodic pension cost [Abstract]        
Net service cost $ 0 $ 0 $ 0 $ 0
Interest cost 382 500 763 999
Expected return on plan assets 0 0 0 0
Amortization of prior service cost (credit) 17 36 33 72
Amortization of losses (gains) (109) (30) (217) (60)
Curtailment and settlement losses 0 0 0 0
Net periodic benefit cost 290 506 579 1,011
Defined Benefit Pension Plans [Member] | Non-U.S. Plans [Member]        
Components of net periodic pension cost [Abstract]        
Net service cost 776 723 1,566 1,447
Interest cost 1,664 1,711 3,350 3,406
Expected return on plan assets (582) (570) (1,178) (1,140)
Amortization of prior service cost (credit) 57 56 114 111
Amortization of losses (gains) 453 87 910 173
Curtailment and settlement losses 101 106 206 213
Net periodic benefit cost 2,469 2,113 4,968 4,210
Other Postretirement Benefits [Member] | U.S. Plans [Member]        
Components of net periodic pension cost [Abstract]        
Net service cost 5 6 10 11
Interest cost 52 56 105 112
Amortization of losses (gains) (60) (81) (120) (161)
Net periodic benefit cost (3) (19) (5) (38)
Other Postretirement Benefits [Member] | Non-U.S. Plans [Member]        
Components of net periodic pension cost [Abstract]        
Net service cost 60 34 120 68
Interest cost 61 31 122 62
Amortization of losses (gains) 20 4 41 7
Net periodic benefit cost $ 141 $ 69 $ 283 $ 137
v3.24.2.u1
Stock-Based Compensation (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 29, 2024
Jul. 01, 2023
Jun. 29, 2024
Jul. 01, 2023
Share-based Compensation Arrangement by Share-based Payment Award        
Stock-based compensation expense recognized $ 3,949 $ 3,117 $ 9,293 $ 6,082
Unrecognized Compensation Cost 38,497   38,497  
Restricted Stock Units [Member]        
Share-based Compensation Arrangement by Share-based Payment Award        
Stock-based compensation expense recognized 3,949 3,117 9,175 5,975
Unrecognized Compensation Cost $ 38,497   $ 38,497  
Weighted Average Remaining Amortization Periods     2 years 3 months 18 days  
Number of units [Abstract]        
Outstanding (in shares)     1,717  
Granted (in shares)     1,638  
Vested (in shares) [1]     (571)  
Cancelled or forfeited (in shares)     (44)  
Outstanding (in shares) 2,740   2,740  
Expected to vest (in shares) 2,467   2,467  
Weighted Average Grant-date Fair Value per Unit [Abstract]        
Outstanding (in dollars per share)     $ 23.03  
Granted (in dollars per share)     20.47  
Vested (in dollars per share) [1]     23.02  
Cancelled or forfeited (in dollars per share)     23.88  
Outstanding (in dollars per share) $ 21.49   $ 21.49  
Phantom Stock Units [Member]        
Share-based Compensation Arrangement by Share-based Payment Award        
Stock-based compensation expense recognized $ 0 $ 0 $ 118 $ 107
Unrecognized Compensation Cost $ 0   $ 0  
Number of units [Abstract]        
Outstanding (in shares)     120  
Granted (in shares)     5  
Dividend equivalents issued (in shares)     1  
Outstanding (in shares) 126   126  
Weighted Average Grant-date Fair Value per Unit [Abstract]        
Granted (in dollars per share)     $ 23.51  
Scheduled to Vest January 1, 2025 [Member] | Performance Vested Restricted Stock Units [Member]        
Number of units [Abstract]        
Outstanding (in shares) 168   168  
Expected to vest (in shares) 168   168  
Not expected to vest (in shares) 0   0  
Scheduled to Vest January 1, 2026 [Member] | Performance Vested Restricted Stock Units [Member]        
Number of units [Abstract]        
Outstanding (in shares) 167   167  
Expected to vest (in shares) 95   95  
Not expected to vest (in shares) 72   72  
Scheduled to Vest January 1, 2027 [Member] | Performance Vested Restricted Stock Units [Member]        
Number of units [Abstract]        
Outstanding (in shares) 601   601  
Expected to vest (in shares) 400   400  
Not expected to vest (in shares) 201   201  
Scheduled to Vest March 1, 2029 [Member] | Performance Vested Restricted Stock Units [Member]        
Number of units [Abstract]        
Outstanding (in shares) 175   175  
Expected to vest (in shares) 175   175  
Not expected to vest (in shares) 0   0  
[1] The number of RSUs vested includes shares that the Company withheld on behalf of employees to satisfy the statutory tax withholding requirements.
v3.24.2.u1
Segment Information (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 29, 2024
Jul. 01, 2023
Jun. 29, 2024
Jul. 01, 2023
Segment Reporting Information [Line Items]        
Net revenues $ 741,239 $ 892,110 $ 1,487,518 $ 1,763,156
Unallocated Selling, General, and Administrative Expenses (124,953) (122,857) (252,689) (243,002)
Operating income 37,917 134,616 80,588 293,184
Unallocated Other Income (Expense) (1,646) (1,147) (55) (2,938)
Consolidated Income Before Taxes 36,271 133,469 80,533 290,246
Distributors [Member]        
Segment Reporting Information [Line Items]        
Net revenues 411,508 487,107 793,988 957,895
OEMs [Member]        
Segment Reporting Information [Line Items]        
Net revenues 279,111 344,820 592,938 685,248
EMS Companies [Member]        
Segment Reporting Information [Line Items]        
Net revenues 50,620 60,183 100,592 120,013
Industrial [Member]        
Segment Reporting Information [Line Items]        
Net revenues 262,134 327,956 510,262 653,916
Automotive [Member]        
Segment Reporting Information [Line Items]        
Net revenues 268,099 310,233 555,401 594,732
Military and Aerospace [Member]        
Segment Reporting Information [Line Items]        
Net revenues 80,569 68,741 163,925 130,866
Medical [Member]        
Segment Reporting Information [Line Items]        
Net revenues 39,456 40,138 73,845 82,241
Other [Member]        
Segment Reporting Information [Line Items]        
Net revenues 90,981 145,042 184,085 301,401
Asia [Member]        
Segment Reporting Information [Line Items]        
Net revenues 283,489 323,527 567,496 633,956
Europe [Member]        
Segment Reporting Information [Line Items]        
Net revenues 265,153 326,461 536,887 653,022
Americas [Member]        
Segment Reporting Information [Line Items]        
Net revenues 192,597 242,122 383,135 476,178
Operating Segments [Member]        
Segment Reporting Information [Line Items]        
Operating income 113,313 215,756 236,747 454,433
Operating Segments [Member] | MOSFETs [Member]        
Segment Reporting Information [Line Items]        
Net revenues 155,053 207,388 308,226 405,569
Operating income 1,834 56,772 9,881 114,789
Operating Segments [Member] | Diodes [Member]        
Segment Reporting Information [Line Items]        
Net revenues 146,265 174,735 295,395 350,428
Operating income 24,414 35,110 50,425 77,796
Operating Segments [Member] | Optoelectronic Components [Member]        
Segment Reporting Information [Line Items]        
Net revenues 53,010 64,449 102,209 124,852
Operating income 8,693 10,749 10,186 28,049
Operating Segments [Member] | Resistors [Member]        
Segment Reporting Information [Line Items]        
Net revenues 179,498 222,433 367,694 445,573
Operating income 32,859 57,363 71,032 124,062
Operating Segments [Member] | Inductors [Member]        
Segment Reporting Information [Line Items]        
Net revenues 94,061 89,239 182,712 169,577
Operating income 24,547 27,585 47,728 48,564
Operating Segments [Member] | Capacitors [Member]        
Segment Reporting Information [Line Items]        
Net revenues 113,352 133,866 231,282 267,157
Operating income 20,966 28,177 47,495 61,173
Segment Reconciling Items [Member]        
Segment Reporting Information [Line Items]        
Unallocated Selling, General, and Administrative Expenses (75,396) (81,140) (156,159) (161,249)
Unallocated Other Income (Expense) $ (1,646) $ (1,147) $ (55) $ (2,938)
v3.24.2.u1
Earnings Per Share (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 29, 2024
Jul. 01, 2023
Jun. 29, 2024
Jul. 01, 2023
Numerator [Abstract]        
Net earnings attributable to Vishay stockholders $ 23,533 $ 95,038 $ 54,457 $ 206,819
Denominator [Abstract]        
Weighted average shares (in shares) 137,201 139,627 137,400 140,062
Outstanding phantom stock units (in shares) 125 137 125 139
Adjusted weighted average shares - basic (in shares) 137,326 139,764 137,525 140,201
Effect of dilutive securities [Abstract]        
Restricted stock units (in shares) 758 714 754 664
Dilutive potential common shares (in shares) 758 714 754 664
Denominator for diluted earnings per share [Abstract]        
Adjusted weighted average shares - diluted (in shares) 138,084 140,478 138,279 140,865
Basic earnings per share attributable to Vishay stockholders (in dollars per share) $ 0.17 $ 0.68 $ 0.4 $ 1.48
Diluted earnings per share attributable to Vishay stockholders (in dollars per share) $ 0.17 $ 0.68 $ 0.39 $ 1.47
Restricted stock units [Member]        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Abstract]        
Antidilutive securities excluded from computation of earnings per share (in shares) 381 318 254 159
v3.24.2.u1
Fair Value Measurements (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended 12 Months Ended
Jun. 29, 2024
Jun. 29, 2024
Dec. 31, 2023
Assets [Abstract]      
Held-to-maturity Securities Transferred   $ 0 $ 0
Held-to-maturity Securities, Unrecognized Holding Gain $ 0 0 0
Other than Temporary Impairment Losses, Investments, Held-to-maturity Securities 0   0
Held-to-maturity Securities, Unrecognized Holding Loss 0 0 0
Liabilities [Abstract]      
Long-term debt, fair value 809,400 809,400 836,200
Carrying value of long-term debt, excluding derivative liabilities 845,102 845,102 845,102
Fair Value, Measurements, Recurring [Member]      
Assets [Abstract]      
Assets held in rabbi trusts 51,149 51,149 50,378
Available for sale securities 3,996 3,996 4,115
Fair value assets 55,145 55,145 54,493
Liabilities [Abstract]      
Contingent consideration fair value 15,664 15,664 938
Level 1 [Member] | Fair Value, Measurements, Recurring [Member]      
Assets [Abstract]      
Assets held in rabbi trusts 23,289 23,289 24,343
Available for sale securities 3,996 3,996 4,115
Fair value assets 27,285 27,285 28,458
Liabilities [Abstract]      
Contingent consideration fair value 0 0 0
Level 2 [Member] | Fair Value, Measurements, Recurring [Member]      
Assets [Abstract]      
Assets held in rabbi trusts 27,860 27,860 26,035
Available for sale securities 0 0 0
Fair value assets 27,860 27,860 26,035
Liabilities [Abstract]      
Contingent consideration fair value 0 0 0
Level 3 [Member] | Fair Value, Measurements, Recurring [Member]      
Assets [Abstract]      
Assets held in rabbi trusts 0 0 0
Available for sale securities 0 0 0
Fair value assets 0 0 0
Liabilities [Abstract]      
Contingent consideration fair value $ 15,664 $ 15,664 $ 938

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