Document and Entity Information
Document and Entity Information - USD ($) | 6 Months Ended | |
Jul. 04, 2015 | Jul. 31, 2015 | |
Entity Information [Line Items] | ||
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jul. 4, 2015 | |
Entity Registrant Name | VISHAY INTERTECHNOLOGY INC | |
Entity Central Index Key | 103,730 | |
Current Fiscal Year End Date | --12-31 | |
Entity Well-known Seasoned Issuer | Yes | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Public Float | $ 1,582,000,000 | |
Common Stock [Member] | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 135,440,811 | |
Class B Convertible Common Stock [Member] | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 12,129,227 |
Consolidated Condensed Balance
Consolidated Condensed Balance Sheets - USD ($) $ in Thousands | Jul. 04, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 483,020 | $ 592,172 |
Short-term investments | 578,975 | 514,776 |
Accounts receivable, net | 294,062 | 271,554 |
Inventories: | ||
Finished goods | 118,496 | 113,361 |
Work in process | 198,382 | 185,769 |
Raw materials | 123,670 | 125,464 |
Total inventories | 440,548 | 424,594 |
Deferred income taxes | 27,355 | 17,815 |
Prepaid expenses and other current assets | 90,997 | 105,539 |
Total current assets | 1,914,957 | 1,926,450 |
Property and equipment, at cost: | ||
Land | 89,931 | 91,844 |
Buildings and improvements | 554,609 | 560,926 |
Machinery and equipment | 2,357,161 | 2,368,046 |
Construction in progress | 68,438 | 82,684 |
Allowance for depreciation | (2,221,802) | (2,205,405) |
Property, Plant and Equipment, Net, Total | 848,337 | 898,095 |
Goodwill | 143,596 | 144,359 |
Other intangible assets, net | 170,919 | 186,613 |
Other assets | 141,138 | 143,256 |
Total assets | 3,218,947 | 3,298,773 |
Current liabilities: | ||
Notes payable to banks | 17 | 18 |
Trade accounts payable | 159,086 | 174,451 |
Payroll and related expenses | 119,482 | 120,023 |
Other accrued expenses | 149,459 | 137,576 |
Income taxes | 20,269 | 24,671 |
Total current liabilities | 448,313 | 456,739 |
Long-term debt less current portion | 427,294 | 454,922 |
Deferred income taxes | 183,600 | 178,900 |
Other liabilities | 67,519 | 76,811 |
Accrued pension and other postretirement costs | 278,733 | 300,524 |
Total liabilities | 1,405,459 | 1,467,896 |
Vishay stockholders' equity | ||
Common stock | 13,544 | 13,532 |
Class B convertible common stock | 1,213 | 1,213 |
Capital in excess of par value | 2,056,611 | 2,055,246 |
(Accumulated deficit) retained earnings | (136,242) | (175,485) |
Accumulated other comprehensive income (loss) | (126,900) | (69,140) |
Total Vishay stockholders' equity | 1,808,226 | 1,825,366 |
Noncontrolling interests | 5,262 | 5,511 |
Total equity | 1,813,488 | 1,830,877 |
Total liabilities, temporary equity, and equity | $ 3,218,947 | $ 3,298,773 |
Consolidated Condensed Statemen
Consolidated Condensed Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 04, 2015 | Jun. 28, 2014 | Jul. 04, 2015 | Jun. 28, 2014 | |
Consolidated Condensed Statements of Operations [Abstract] | ||||
Net revenues | $ 590,470 | $ 641,929 | $ 1,183,906 | $ 1,244,307 |
Costs of products sold | 448,988 | 477,836 | 897,386 | 934,931 |
Gross profit | 141,482 | 164,093 | 286,520 | 309,376 |
Selling, general, and administrative expenses | 91,652 | 97,156 | 187,722 | 193,463 |
Restructuring and severance costs | 5,660 | 9,014 | 7,070 | 15,418 |
Operating income | 44,170 | 57,923 | 91,728 | 100,495 |
Other income (expense): | ||||
Interest expense | (6,736) | (5,821) | (13,097) | (11,801) |
Other | 1,160 | 208 | 4,620 | 1,520 |
Nonoperating Income (Expense), Total | (5,576) | (5,613) | (8,477) | (10,281) |
Income before taxes | 38,594 | 52,310 | 83,251 | 90,214 |
Income tax expense | 12,076 | 16,478 | 25,808 | 28,418 |
Net earnings | 26,518 | 35,832 | 57,443 | 61,796 |
Less: net earnings attributable to noncontrolling interests | 250 | 190 | 476 | 344 |
Net earnings attributable to Vishay stockholders | $ 26,268 | $ 35,642 | $ 56,967 | $ 61,452 |
Basic earnings per share attributable to Vishay stockholders | $ 0.18 | $ 0.24 | $ 0.39 | $ 0.42 |
Diluted earnings per share attributable to Vishay stockholders | $ 0.17 | $ 0.23 | $ 0.37 | $ 0.40 |
Weighted average shares outstanding - basic | 147,700 | 147,567 | 147,699 | 147,561 |
Weighted average shares outstanding - diluted | 151,700 | 154,322 | 152,183 | 153,438 |
Cash dividends per share | $ 0.06 | $ 0.06 | $ 0.12 | $ 0.12 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 04, 2015 | Jun. 28, 2014 | Jul. 04, 2015 | Jun. 28, 2014 | |
Consolidated Statements of Comprehensive Income [Abstract] | ||||
Net earnings | $ 26,518 | $ 35,832 | $ 57,443 | $ 61,796 |
Other comprehensive income (loss), net of tax | ||||
Foreign currency translation adjustment | 15,482 | (7,479) | (60,836) | (8,439) |
Pension and postretirement actuarial items | 2,078 | 1,357 | 4,191 | 2,860 |
Unrealized gain (loss) on available-for-sale securities | (961) | 660 | (1,115) | 1,188 |
Other comprehensive income (loss) | 16,599 | (5,462) | (57,760) | (4,391) |
Comprehensive income (loss) | 43,117 | 30,370 | (317) | 57,405 |
Less: comprehensive income attributable to noncontrolling interests | 250 | 190 | 476 | 344 |
Comprehensive income (loss) attributable to Vishay stockholders | $ 42,867 | $ 30,180 | $ (793) | $ 57,061 |
Consolidated Condensed Stateme5
Consolidated Condensed Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 04, 2015 | Jun. 28, 2014 | |
Operating activities | ||
Net earnings | $ 57,443 | $ 61,796 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | ||
Depreciation and amortization | 90,185 | 86,931 |
(Gain) loss on disposal of property and equipment | (115) | 23 |
Accretion of interest on convertible debentures | 2,090 | 1,933 |
Inventory write-offs for obsolescence | 9,329 | 9,867 |
Other | (10,924) | 1,312 |
Net change in operating assets and liabilities, net of effects of businesses acquired | (55,646) | (62,789) |
Net cash provided by operating activities | 92,362 | 99,073 |
Investing activities | ||
Capital expenditures | (49,550) | (53,336) |
Proceeds from sale of property and equipment | 1,675 | 1,741 |
Purchase of businesses, net of cash acquired | 0 | (20,776) |
Purchase of short-term investments | (185,583) | (243,975) |
Maturity of short-term investments | 91,953 | 236,624 |
Sale of other investments | 400 | 0 |
Other investing activities | 1,274 | 927 |
Net cash provided by (used in) investing activities | (139,831) | (78,795) |
Financing activities | ||
Principal payments on long-term debt and capital leases | 0 | (11) |
Net proceeds (payments) on revolving credit lines | (30,000) | 20,000 |
Net changes in short-term borrowings | (1) | 16 |
Excess tax benefit from RSUs vested | 21 | 0 |
Distributions to noncontrolling interests | (725) | (547) |
Net cash provided by (used in) financing activities | (48,413) | 1,764 |
Effect of exchange rate changes on cash and cash equivalents | (13,270) | (2,797) |
Net increase (decrease) in cash and cash equivalents | (109,152) | 19,245 |
Cash and cash equivalents at beginning of period | 592,172 | 640,348 |
Cash and cash equivalents at end of period | 483,020 | 659,593 |
Common Stock [Member] | ||
Financing activities | ||
Dividends and Interest Paid | (16,252) | (16,238) |
Class B Convertible Common Stock [Member] | ||
Financing activities | ||
Dividends and Interest Paid | $ (1,456) | $ (1,456) |
Consolidated Condensed Stateme6
Consolidated Condensed Statement of Equity - 6 months ended Jul. 04, 2015 - USD ($) $ in Thousands | Common Stock | Class B Convertible Common Stock [Member] | Capital In Excess of Par Value | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Income (Loss) | Total Vishay Stockholders' Equity | Noncontrolling Interest | Total |
Balance at Dec. 31, 2014 | $ 13,532 | $ 1,213 | $ 2,055,246 | $ (175,485) | $ (69,140) | $ 1,825,366 | $ 5,511 | $ 1,830,877 |
Net earnings | 0 | 0 | 0 | 56,967 | 0 | 56,967 | 476 | 57,443 |
Other comprehensive income (loss) | 0 | 0 | 0 | 0 | (57,760) | (57,760) | 0 | (57,760) |
Distributions to noncontrolling interests | 0 | 0 | 0 | 0 | 0 | 0 | (725) | (725) |
Restricted stock issuances | 12 | 0 | (651) | 0 | 0 | (639) | 0 | (639) |
Dividends declared | 0 | 0 | 16 | (17,724) | 0 | (17,708) | 0 | (17,708) |
Stock compensation expense | 0 | 0 | 1,979 | 0 | 0 | 1,979 | 0 | 1,979 |
Tax effects of stock plan | 0 | 0 | 21 | 0 | 0 | 21 | 0 | 21 |
Balance at Jul. 04, 2015 | $ 13,544 | $ 1,213 | $ 2,056,611 | $ (136,242) | $ (126,900) | $ 1,808,226 | $ 5,262 | $ 1,813,488 |
Consolidated Condensed Stateme7
Consolidated Condensed Statement of Equity (Parenthetical) - $ / shares | 6 Months Ended |
Jul. 04, 2015 | |
Consolidated Condensed Statement of Equity [Abstract] | |
Restricted stock issuances (in shares) | 116,498 |
Stock options exercised (in shares) | 0 |
Common Stock, Dividends, Per Share, Cash Paid | $ 0.12 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2015 | |
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, 2014. The results of operations for the fiscal quarter and six fiscal months ended July 4, 2015 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 2015 end on April 4, 2015, July 4, 2015, October 3, 2015, and December 31, 2015, respectively. The four fiscal quarters in 2014 ended on March 29, 2014, June 28, 2014, September 27, 2014, and December 31, 2014, respectively. Recently Issued Accounting Guidance In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606) In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs Reclassifications Certain prior period amounts have been reclassified to conform to the current financial statements presentation. |
Restructuring and Related Activ
Restructuring and Related Activities | 6 Months Ended |
Jun. 30, 2015 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Activities | Note 2 – Restructuring and Related Activities The Company places a strong emphasis on controlling its costs. Historically, the Company's primary cost reduction technique was through the transfer of production to the extent possible from high-labor-cost countries, such as the United States and Western Europe, to lower-labor-cost countries, such as the Czech Republic, Hungary, Israel, India, Malaysia, Mexico, the People's Republic of China, and the Philippines. Between 2001 and 2009, the Company recorded, in the consolidated statements of operations, restructuring and severance costs and related asset write-downs in order to reduce its cost structure going forward. The Company also incurred significant costs to restructure and integrate acquired businesses, which were included in the cost of the acquisitions under then-applicable GAAP. The Company did not initiate any new restructuring projects in the years ended December 31, 2012, 2011, or 2010. On October 28, 2013, the Company announced various cost reduction programs as part of its continuous efforts to improve efficiency and operating performance. The cash costs of these programs, primarily severance, are expected to be approximately $32,000. Complete implementation of all of the programs is expected to occur before the end of the first fiscal quarter of 2016. Many of the severance costs will be recognized ratably over the required stay periods. On August 3, 2015, the Company announced additional global cost reduction programs as part of its continuous efforts to improve efficiency and operating performance. These programs include a facility closure in the Netherlands that was previously announced in the second fiscal quarter of 2015. The cash costs of these programs, primarily severance, are expected to aggregate to approximately $30,000. Complete implementation of these programs is expected to occur before the end of 2017. The following table summarizes restructuring and related expenses which were recognized and reported on a separate line in the accompanying consolidated statements of operations: Fiscal quarters ended Six fiscal months ended July 4, 2015 June 28, 2014 July 4, 2015 June 28, 2014 MOSFETs Enhanced Competitiveness Program $ 939 $ 1,492 $ 2,292 $ 3,219 Voluntary Separation / Retirement Program 20 7,522 77 12,199 Modules Production Transfer Program - - - - Global Cost Reduction Programs 4,701 - 4,701 - Total $ 5,660 $ 9,014 $ 7,070 $ 15,418 MOSFETs Enhanced Competitiveness Program Over a period of approximately 2 years and in a series of discrete steps, the manufacture of wafers for a substantial share of products will be transferred into a more cost-efficient fab. As a consequence, certain other manufacturing currently occurring in-house will be transferred to third-party foundries. The total severance costs associated with these initiatives are expected to be approximately $16,000. Employees generally must remain with the Company during the production transfer period. Accordingly, the Company will accrue these severance costs ratably over the respective employees' remaining service periods. The following table summarizes the activity to date related to this program: Expense recorded in 2013 $ 2,328 Cash paid (267 ) Balance at December 31, 2013 $ 2,061 Expense recorded in 2014 6,025 Cash paid (856 ) Balance at December 31, 2014 $ 7,230 Expense recorded in 2015 2,292 Cash paid (399 ) Balance at July 4, 2015 $ 9,123 Severance benefits are generally paid in a lump sum at cessation of employment. The entire amount of the liability is considered current and is included in other accrued expenses in the accompanying consolidated condensed balance sheets. Voluntary Separation / Retirement Program The voluntary separation / early retirement program was offered to employees worldwide who were eligible because they met job classification, age, and years-of-service criteria as of October 31, 2013. The program benefits vary by country and job classification, but generally include a cash loyalty bonus based on years of service. All employees eligible for the program have been identified, and have left or will leave the Company after the expiration of their respective transition periods. These employees generally were not aligned with any particular segment. The effective separation / retirement date for most employees who accepted the offer was June 30, 2014 or earlier, with a few exceptions to allow for a transition period. The following table summarizes the activity to date related to this program: Expense recorded in 2013 $ 486 Cash paid (98 ) Foreign currency translation 3 Balance at December 31, 2013 $ 391 Expense recorded in 2014 12,792 Cash paid (8,054 ) Foreign currency translation (455 ) Balance at December 31, 2014 $ 4,674 Expense recorded in 2015 77 Cash paid (2,058 ) Foreign currency translation (244 ) Balance at July 4, 2015 $ 2,449 The payment terms vary by country, but generally are paid in a lump sum at cessation of employment. Certain participants are being paid in installments. The entire amount of the liability is considered current and is included in other accrued expenses in the accompanying consolidated balance sheets. Modules Production Transfer In an effort to reduce costs and streamline production of its module products within its Diodes segment, the Company committed to two smaller cost reduction programs related to the transferring of production of certain of its products. The following table summarizes the activity to date related to this program: Expense recorded in 2014 $ 2,080 Cash paid (464 ) Foreign currency translation (121 ) Balance at December 31, 2014 $ 1,495 Cash paid (563 ) Foreign currency translation (111 ) Balance at July 4, 2015 $ 821 Severance benefits are generally paid in a lump sum at cessation of employment. The entire amount of the liability is considered current and is included in other accrued expenses in the accompanying consolidated condensed balance sheets. Global Cost Reduction Programs The Global Cost Reduction Programs announced in 2015 include a plan to reduce selling, general, and administrative costs company-wide, and targeted streamlining and consolidation of production for certain product lines within its Capacitors and Resistors & Inductors segments. During the second fiscal quarter of 2015, restructuring expenses of $4,701 were recorded related to these programs. No amounts were paid during the second fiscal quarter of 2015 pursuant to these programs. The entire amount of the liability is considered current and is included in other accrued expenses in the accompanying consolidated balance sheets. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2015 | |
Income Taxes [Abstract] | |
Income Taxes | Note 3 – 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 July 4, 2015 and June 28, 2014 reflect the Company's expected tax rate on reported income from continuing operations 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. During the six fiscal months ended July 4, 2015, the liabilities for unrecognized tax benefits increased by $378 on a net basis, principally due to increases for tax positions taken in prior periods and interest. During 2014, the Company borrowed $53,000 on its revolving credit facility to achieve future flexibility given the legal entity and the financial structure utilized for the Capella Microsystems Inc. ("Capella") acquisition. Subsequent to the acquisition of the noncontrolling interests in Capella on December 31, 2014, the Company planned to repatriate cash from the 2014 earnings of non-U.S. subsidiaries to the United States primarily to repay those borrowings on the revolving credit facility, and also to realign the acquired entity structure to have Capella's U.S. subsidiary directly owned by Vishay Intertechnology, Inc. The tax provision for the year ended December 31, 2014 included all U.S. federal and state income taxes, incremental foreign income taxes, and withholding taxes payable related to that anticipated repatriation transaction. During the second fiscal quarter of 2015, we reduced the balance of the revolving credit facility by approximately $45,000 using cash that was repatriated. An additional $11,000 is expected to be repatriated in August 2015 and used to further reduce the balance of the revolving credit facility. |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2015 | |
Long-Term Debt [Abstract] | |
Long-Term Debt | Note 4 – Long-Term Debt Long-term debt consists of the following: July 4, 2015 December 31, 2014 Credit facility $ 170,000 $ 200,000 Exchangeable unsecured notes, due 2102 38,642 38,642 Convertible senior debentures, due 2040 104,986 103,841 Convertible senior debentures, due 2041 53,914 53,249 Convertible senior debentures, due 2042 59,752 59,190 427,294 454,922 Less current portion - - $ 427,294 $ 454,922 Convertible Senior Debentures Vishay currently has three issuances of convertible senior debentures outstanding with generally congruent terms. The quarterly cash dividend program of the Company results in adjustments to the conversion rate and effective conversion price for each issuance of the Company's convertible senior debentures effective as of the ex-dividend date of each cash dividend. The following table summarizes some key facts and terms regarding the three series of outstanding convertible senior debentures following the adjustment made to the conversion rate of the debentures on the ex-dividend date of the June 25, 2015 dividend payment: Due 2040 Due 2041 Due 2042 Issuance date November 9, 2010 May 13, 2011 May 31, 2012 Maturity date November 15, 2040 May 15, 2041 June 1, 2042 Principal amount $ 275,000 $ 150,000 $ 150,000 Cash coupon rate (per annum) 2.25 % 2.25 % 2.25 % Nonconvertible debt borrowing rate at issuance (per annum) 8.00 % 8.375 % 7.50 % Conversion rate effective June 9, 2015 (per $1 principal amount) 73.8821 53.9153 86.8677 Effective conversion price effective June 9, 2015 (per share) $ 13.54 $ 18.55 $ 11.51 130% of the conversion price (per share) $ 17.60 $ 24.12 $ 14.96 Call date November 20, 2020 May 20, 2021 June 7, 2022 Prior to three months before the maturity date, the holders may only convert their debentures under the following circumstances: (1) during any fiscal quarter after the first full quarter subsequent to issuance, if the sale price of Vishay common stock reaches 130% of the conversion price for a specified period; (2) the trading price of the debentures falls below 98% of the product of the sale price of Vishay's common stock and the conversion rate for a specified period; (3) Vishay calls any or all of the debentures for redemption, at any time prior to the close of business on the third scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. Based on an evaluation of the conversion criteria at July 4, 2015 and December 31, 2014, none of the convertible senior debentures due 2040, due 2041, or due 2042 were convertible. The conversion criteria of the debentures will continue to be evaluated and the debentures may become convertible in the future. At the direction of the Company's Board of Directors, the Company intends, upon conversion, to repay the principal amount of the convertible debentures in cash and settle any additional amounts in shares of the Company's common stock. The Company intends to finance the principal amount of any converted debentures using borrowings under its credit facility. GAAP requires an issuer to separately account for the liability and equity components of the instrument in a manner that reflects the issuer's nonconvertible debt borrowing rate when interest costs are recognized in subsequent periods. The resulting discount on the debt is amortized as non-cash interest expense in future periods. The carrying values of the liability and equity components of the convertible debentures are reflected in the Company's consolidated condensed balance sheets as follows: Principal amount of the debentures Unamortized discount Embedded derivative Carrying value of liability component Equity component - net carrying value July 4, 2015 Due 2040 $ 275,000 (170,646 ) 632 $ 104,986 $ 110,094 Due 2041 $ 150,000 (96,564 ) 478 $ 53,914 $ 62,246 Due 2042 $ 150,000 (90,525 ) 277 $ 59,752 $ 57,874 Total $ 575,000 $ (357,735 ) $ 1,387 $ 218,652 $ 230,214 December 31, 2014 Due 2040 $ 275,000 (171,685 ) 526 $ 103,841 $ 110,094 Due 2041 $ 150,000 (97,092 ) 341 $ 53,249 $ 62,246 Due 2042 $ 150,000 (91,048 ) 238 $ 59,190 $ 57,874 Total $ 575,000 $ (359,825 ) $ 1,105 $ 216,280 $ 230,214 Interest is payable on the debentures semi-annually at the cash coupon rate; however, the remaining debt discount is being amortized as additional non-cash interest expense using an effective annual interest rate equal to the Company's estimated nonconvertible debt borrowing rate at the time of issuance. In addition to ordinary interest, contingent interest will accrue in certain circumstances relating to the trading price of the debentures and under certain other circumstances beginning ten years subsequent to issuance. Interest expense related to the debentures is reflected on the consolidated condensed statements of operations for the fiscal quarters ended: Contractual coupon interest Non-cash amortization of debt discount Non-cash amortization of deferred financing costs Non-cash change in value of derivative liability Total interest expense related to the debentures July 4, 2015 Due 2040 $ 1,547 524 22 165 $ 2,258 Due 2041 $ 844 267 12 124 $ 1,247 Due 2042 $ 844 263 14 46 $ 1,167 Total $ 3,235 $ 1,054 $ 48 $ 335 $ 4,672 June 28, 2014 Due 2040 $ 1,547 485 22 (76 ) $ 1,978 Due 2041 $ 844 245 13 (20 ) $ 1,082 Due 2042 $ 844 245 14 (21 ) $ 1,082 Total $ 3,235 $ 975 $ 49 $ (117 ) $ 4,142 Interest expense related to the debentures is reflected on the consolidated condensed statements of operations for the six fiscal months ended: Contractual coupon interest Non-cash amortization of debt discount Non-cash amortization of deferred financing costs Non-cash change in value of derivative liability Total interest expense related to the debentures July 4, 2015 Due 2040 $ 3,094 1,039 44 106 $ 4,283 Due 2041 $ 1,688 528 24 137 $ 2,377 Due 2042 $ 1,688 523 27 39 $ 2,277 Total $ 6,470 $ 2,090 $ 95 $ 282 $ 8,937 June 28, 2014 Due 2040 $ 3,094 961 44 (31 ) $ 4,068 Due 2041 $ 1,688 486 24 (6 ) $ 2,192 Due 2042 $ 1,688 486 27 (1 ) $ 2,200 Total $ 6,470 $ 1,933 $ 95 $ (38 ) $ 8,460 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 6 Months Ended |
Jun. 30, 2015 | |
Accumulated Other Comprehensive Income (Loss) [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | Note 5 – 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 Unrealized gain (loss) on available-for-sale securities Total Balance at January 1, 2015 $ (155,760 ) $ 84,703 1,917 $ (69,140 ) Other comprehensive income (loss) before reclassifications - (60,836 ) (1,035 ) $ (61,871 ) Tax effect - - 362 $ 362 Other comprehensive income (loss) before reclassifications, net of tax - (60,836 ) (673 ) $ (61,509 ) Amounts reclassified out of AOCI 6,374 - (680 ) $ 5,694 Tax effect (2,183 ) - 238 $ (1,945 ) Amounts reclassified out of AOCI, net of tax 4,191 - (442 ) $ 3,749 Net other comprehensive income (loss) $ 4,191 $ (60,836 ) $ (1,115 ) $ (57,760 ) Balance at July 4, 2015 $ (151,569 ) $ 23,867 $ 802 $ (126,900 ) Reclassifications of pension and other post-retirement actuarial items out of AOCI are included in the computation of net periodic benefit cost. (See Note 6 for further information). The amount of unrealized gains (losses) on available-for-sale securities reclassified out of AOCI as a result of sales of securities held by the Company's rabbi trust used to fund a deferred compensation plan was $680 for the six fiscal months ended July 4, 2015. These reclassifications are recorded as a component of compensation expense within Selling, General, and Administrative expenses on our consolidated condensed statements of operations. Other comprehensive income (loss) includes Vishay's proportionate share of other comprehensive income (loss) of nonconsolidated subsidiaries accounted for under the equity method. |
Pensions and Other Postretireme
Pensions and Other Postretirement Benefits | 6 Months Ended |
Jun. 30, 2015 | |
Pensions and Other Postretirement Benefits [Abstract] | |
Pensions and Other Postretirement Benefits | Note 6 – Pensions and Other Postretirement Benefits The Company maintains various retirement benefit plans. The following table shows the components of the net periodic pension cost for the second fiscal quarters of 2015 and 2014 for the Company's defined benefit pension plans: Fiscal quarter ended July 4, 2015 Fiscal quarter ended June 28, 2014 U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans Net service cost $ - $ 826 $ - $ 831 Interest cost 2,885 1,419 3,834 2,195 Expected return on plan assets (3,398 ) (456 ) (4,058 ) (532 ) Amortization of prior service cost (credit) 16 - (23 ) 1 Amortization of losses 2,074 1,282 1,810 691 Net periodic benefit cost $ 1,577 $ 3,071 $ 1,563 $ 3,186 The following table shows the components of the net periodic pension cost for the six fiscal months ended July 4, 2015 and June 28, 2014 for the Company's defined benefit pension plans: Six fiscal months ended July 4, 2015 Six fiscal months ended June 28, 2014 U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans Net service cost $ - $ 1,655 $ - $ 1,655 Interest cost 5,828 2,851 7,668 4,376 Expected return on plan assets (6,783 ) (910 ) (8,116 ) (1,057 ) Amortization of prior service cost (credit) 32 - (46 ) 2 Amortization of losses 4,096 2,581 3,620 1,378 Net periodic benefit cost $ 3,173 $ 6,177 $ 3,126 $ 6,354 In the second fiscal quarter of 2015, the Company began the process of terminating the Vishay Retirement Plan, the Company's U.S. qualified pension plan. Plan participants will not be adversely affected by the plan termination, but rather will have their benefits either converted into a lump sum cash payment or an annuity contract placed with an insurance carrier. The completion of this proposed termination and settlement is contingent upon the receipt of a favorable determination letter from the Internal Revenue Service ("IRS") and meeting certain IRS and Pension Benefit Guarantee Corporation ("PBGC") requirements, which is expected to take at least one year. As of the last fiscal year-end measurement date (December 31, 2014), the Vishay Retirement Plan was fully-funded on a GAAP basis. In order to terminate the plan in accordance with IRS and PBGC requirements, the Company is required to fully fund the plan on a termination basis and will commit to contribute the additional assets necessary to do so. The amount necessary to do so is not yet known, but is currently estimated to be between zero and $35,000. The following table shows the components of the net periodic benefit cost for the second fiscal quarters of 2015 and 2014 for the Company's other postretirement benefit plans: Fiscal quarter ended July 4, 2015 Fiscal quarter ended June 28, 2014 U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans Service cost $ 30 $ 68 $ 29 $ 79 Interest cost 84 36 88 63 Amortization of prior service (credit) (209 ) - (206 ) - Amortization of losses (gains) 23 19 (35 ) 10 Net periodic benefit cost $ (72 ) $ 123 $ (124 ) $ 152 The following table shows the components of the net periodic pension cost for the six fiscal months ended July 4, 2015 and June 28, 2014 for the Company's other postretirement benefit plans: Six fiscal months ended July 4, 2015 Six fiscal months ended June 28, 2014 U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans Service cost $ 60 $ 137 $ 58 $ 158 Interest cost 167 73 176 126 Amortization of prior service (credit) (418 ) - (412 ) - Amortization of losses (gains) 45 38 (70 ) 20 Net periodic benefit cost $ (146 ) $ 248 $ (248 ) $ 304 |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2015 | |
Stock-Based Compensation [Abstract] | |
Stock-Based Compensation | Note 7 – Stock-Based Compensation The Company has various stockholder-approved programs which allow for the grant of stock-based compensation to officers, employees, and non-employee directors of the Company. The amount of compensation cost related to stock-based payment transactions is measured based on the grant-date fair value of the equity instruments issued. The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model. The Company determines compensation cost for restricted stock units ("RSUs"), phantom stock units, and restricted stock based on the grant-date fair value of the underlying common stock adjusted for expected dividends paid over the required vesting period for non-participating awards. Compensation cost is recognized over the period that an officer, employee, or non-employee director provides service in exchange for the award. The following table summarizes stock-based compensation expense recognized: Fiscal quarters ended Six fiscal months ended July 4, 2015 June 28, 2014 July 4, 2015 June 28, 2014 Stock options $ - $ - $ - - Restricted stock units 924 804 1,838 1,614 Phantom stock units - - 141 131 Total $ 924 $ 804 $ 1,979 1,745 The Company recognizes compensation cost for RSUs that are expected to vest and records cumulative adjustments in the period that the expectation changes. The following table summarizes unrecognized compensation cost and the weighted average remaining amortization periods at July 4, 2015 (amortization periods in years) Unrecognized Compensation Cost Weighted Average Remaining Amortization Periods Stock options $ - 0.0 Restricted stock units 9,480 1.5 Phantom stock units - 0.0 Total $ 9,480 Unrecognized compensation cost presented in the table above includes $2,935 of unrecognized compensation cost for performance-based RSUs that are not currently expected to vest and for which no compensation cost is currently being recognized. 2007 Stock Incentive Plan The Company's 2007 Stock Incentive Program (the "2007 Program"), as amended and restated, permits the grant of up to 6,500,000 shares of restricted stock, unrestricted stock, RSUs, stock options, and phantom stock units, to officers, employees, and non-employee directors of the Company. Such instruments are available for grant until May 20, 2024. Restricted Stock Units RSU activity under the 2007 Program as of July 4, 2015 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, 2015 1,147 $ 12.75 Granted 349 13.60 Vested* (162 ) 11.34 Cancelled or forfeited (276 ) 12.88 Outstanding at July 4, 2015 1,058 $ 13.21 Expected to vest at July 4, 2015 836 * 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 criteria between the established target and maximum levels. RSUs with performance-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, 2016 - 222 222 January 1, 2017 192 - 192 January 1, 2018 202 - 202 Phantom Stock Units The 2007 Program authorizes the grant of phantom stock units to the extent provided for in the Company's employment agreements with certain executives. Each phantom stock unit entitles the recipient to receive a share of common stock at the individual's termination of employment or any other future date specified in the applicable employment agreement. Phantom stock units participate in dividend distribution on the same basis as the Company's common stock and Class B common stock. Dividend equivalents are issued in the form of additional units of phantom stock. The phantom stock units are fully vested at all times. Phantom stock unit activity under the phantom stock plan as of July 4, 2015 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, 2015 119 Granted 10 $ 14.09 Dividend equivalents issued 2 Redeemed for common stock - Outstanding at July 4, 2015 131 Stock Options In addition to stock options outstanding pursuant to the 2007 Program, during the periods presented, the Company had stock options outstanding under previous stockholder-approved stock option programs. These programs are more fully described in Note 12 to the Company's consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2014. No additional options may be granted pursuant to these programs. At December 31, 2014 and July 4, 2015, there were 105,000 options outstanding with a weighted average exercise price of $15.38. At July 4, 2015, the weighted average remaining contractual life of all outstanding options was 1.82 years. At July 4, 2015, there were no unvested options outstanding. The pretax aggregate intrinsic value (the difference between the closing stock price on the last trading day of the second fiscal quarter of 2015 of $11.63 per share and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on July 4, 2015 was zero because all outstanding options have exercise prices in excess of market value. This amount changes based on changes in the market value of the Company's common stock. During the six fiscal months ended July 4, 2015, no options were exercised. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2015 | |
Segment Information [Abstract] | |
Segment Information | Note 8 – Segment Information Vishay operates, and its chief operating decision maker makes strategic and operating decisions with regards to assessing performance and allocating resources based on, five reporting segments: MOSFETs, Diodes, Optoelectronic Components, Resistors & Inductors, and Capacitors. The Company evaluates business segment performance on operating income, exclusive of certain items ("segment operating income"). Only dedicated, direct selling, general, and administrative expenses of the segments are included in the calculation of segment operating income. The Company's calculation of segment operating income excludes such selling, general, and administrative costs as global operations, sales and marketing, information systems, finance and administration groups, as well as restructuring and severance costs, executive compensation charges (credits), material gains and losses on sales of property, and other items. Management believes that evaluating segment performance excluding such items is meaningful because it provides insight with respect to intrinsic operating results of the Company. These items represent reconciling items between segment operating income and consolidated operating income. Business segment assets are the owned or allocated assets used by each business. The following tables set forth business segment information: MOSFETs Diodes Optoelectronic Components Resistors & Inductors Capacitors Total Fiscal quarter ended July 4, 2015: Product Sales $ 106,348 $ 138,722 $ 72,977 $ 178,786 $ 92,891 $ 589,724 Royalty Revenues - - - 746 - $ 746 Total Revenue $ 106,348 $ 138,722 $ 72,977 $ 179,532 $ 92,891 $ 590,470 Gross Margin $ 14,708 $ 31,600 $ 24,331 $ 53,342 $ 17,501 $ 141,482 Fiscal quarter ended June 28, 2014: Product Sales $ 123,971 $ 149,571 $ 63,258 $ 192,536 $ 111,744 $ 641,080 Royalty Revenues 71 - - 778 - $ 849 Total Revenue $ 124,042 $ 149,571 $ 63,258 $ 193,314 $ 111,744 $ 641,929 Gross Margin $ 18,871 $ 34,706 $ 22,788 $ 61,395 $ 26,333 $ 164,093 Six fiscal months ended July 4, 2015: Product Sales $ 213,107 $ 275,233 $ 141,602 $ 365,178 $ 186,927 $ 1,182,047 Royalty Revenues 11 - - 1,848 - $ 1,859 Total Revenue $ 213,118 $ 275,233 $ 141,602 $ 367,026 $ 186,927 $ 1,183,906 Gross Margin $ 28,466 $ 61,490 $ 46,514 $ 112,191 $ 37,859 $ 286,520 Six fiscal months ended June 28, 2014: Product Sales $ 237,084 $ 286,500 $ 120,756 $ 380,525 $ 217,255 $ 1,242,120 Royalty Revenues 99 - - 2,088 - $ 2,187 Total Revenue $ 237,183 $ 286,500 $ 120,756 $ 382,613 $ 217,255 $ 1,244,307 Gross Margin $ 31,488 $ 64,471 $ 44,025 $ 121,515 $ 47,877 $ 309,376 Fiscal quarters ended Six fiscal months ended July 4, 2015 June 28, 2014 July 4, 2015 June 28, 2014 Operating margin reconciliation: MOSFETs $ 5,140 $ 9,493 $ 9,667 $ 11,980 Diodes 25,528 28,130 49,013 51,188 Optoelectronic Components 19,163 18,945 36,250 36,349 Resistors & Inductors 44,470 51,969 93,995 102,305 Capacitors 11,786 20,122 26,350 35,463 Restructuring and Severance Costs (5,660 ) (9,014 ) (7,070 ) (15,418 ) Unallocated Selling, General, and Administrative Expenses (56,257 ) (61,722 ) (116,477 ) (121,372 ) Consolidated Operating Income $ 44,170 $ 57,923 $ 91,728 $ 100,495 |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 9 – 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 July 4, 2015 June 28, 2014 July 4, 2015 June 28, 2014 Numerator: Numerator for basic earnings per share: Net earnings $ 26,268 $ 35,642 $ 56,967 $ 61,452 Adjustment to the numerator for continuing operations and net earnings: Interest savings assuming conversion of dilutive convertible and exchangeable notes, net of tax 17 15 33 30 Numerator for diluted earnings per share: Net earnings $ 26,285 $ 35,657 $ 57,000 $ 61,482 Denominator: Denominator for basic earnings per share: Weighted average shares 147,570 147,449 147,569 147,444 Outstanding phantom stock units 130 118 130 117 Adjusted weighted average shares 147,700 147,567 147,699 147,561 Effect of dilutive securities: Convertible and exchangeable debt instruments 3,788 6,513 4,283 5,647 Restricted stock units 212 234 198 222 Other - 8 3 8 Dilutive potential common shares 4,000 6,755 4,484 5,877 Denominator for diluted earnings per share: Adjusted weighted average shares 151,700 154,322 152,183 153,438 Basic earnings per share attributable to Vishay stockholders $ 0.18 $ 0.24 $ 0.39 $ 0.42 Diluted earnings per share attributable to Vishay stockholders $ 0.17 $ 0.23 $ 0.37 $ 0.40 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 July 4, 2015 June 28, 2014 July 4, 2015 June 28, 2014 Convertible and exchangeable notes: Convertible Senior Debentures, due 2040 20,248 - 10,124 - Convertible Senior Debentures, due 2041 8,060 7,924 8,042 7,911 Weighted average employee stock options 105 77 91 77 Weighted average other 842 693 731 702 In periods in which they are dilutive, if the potential common shares related to the exchangeable notes are included in the computation, the related interest savings, net of tax, assuming conversion/exchange is added to the net earnings used to compute earnings per share. The Company's convertible debt instruments are only convertible for specified periods upon the occurrence of certain events. None of the conversion criteria were met for the periods presented. In periods that the debentures are not convertible, the certain conditions which could trigger conversion of the remaining debentures have been deemed to be non-substantive, and accordingly, the Company has always assumed the conversion of these instruments in its diluted earnings per share computation during periods in which they are dilutive. At the direction of its Board of Directors, the Company intends, upon conversion, to repay the principal amounts of the convertible senior debentures, due 2040, due 2041, and due 2042, in cash and settle any additional amounts in shares of Vishay common stock. Accordingly, the debentures are included in the diluted earnings per share computation using the "treasury stock method" (similar to options and warrants) rather than the "if converted method" otherwise required for convertible debt. Under the "treasury stock method," Vishay calculates the number of shares issuable under the terms of the debentures based on the average market price of Vishay common stock during the period, and that number is included in the total diluted shares figure for the period. If the average market price is less than $13.54, no shares are included in the diluted earnings per share computation for the convertible senior debentures due 2040, if the average market price is less than $18.55, no shares are included in the diluted earnings per share computation for the convertible senior debentures due 2041, and if the average market price is less than $11.51, no shares are included in the diluted earnings per share computation for the convertible senior debentures due 2042. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | Note 10 – Fair Value Measurements The fair value measurement accounting guidance establishes a valuation hierarchy of the inputs used to measure fair value. This hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs that reflect the Company's own assumptions. An asset or liability's classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. There have been no changes in the classification of any financial instruments within the fair value hierarchy in the periods presented. 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 July 4, 2015: Assets: Assets held in rabbi trusts $ 39,008 $ 25,382 $ 13,626 $ - Available for sale securities $ 4,697 3,965 732 - $ 43,705 $ 29,347 $ 14,358 $ - Liabilities: Embedded derivative - convertible debentures due 2040 $ (632 ) $ - $ - $ (632 ) Embedded derivative - convertible debentures due 2041 $ (478 ) - - (478 ) Embedded derivative - convertible debentures due 2042 $ (277 ) - - (277 ) $ (1,387 ) $ - $ - $ (1,387 ) December 31, 2014: Assets: Assets held in rabbi trusts $ 40,270 $ 26,853 13,417 $ - Available for sale securities $ 15,432 4,439 10,993 - $ 55,702 $ 31,292 $ 24,410 $ - Liabilities: Embedded derivative - convertible debentures due 2040 $ (526 ) $ - $ - $ (526 ) Embedded derivative - convertible debentures due 2041 $ (341 ) - - (341 ) Embedded derivative - convertible debentures due 2042 $ (238 ) - - (238 ) $ (1,105 ) $ - $ - $ (1,105 ) 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 available for sale 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 year. The fair value measurement of the investments is considered a Level 1 measurement within the fair value hierarchy. The convertible senior debentures, due 2040, due 2041, and due 2042, issued by the Company on November 9, 2010, May 13, 2011, and May 31, 2012, respectively, contain embedded derivative features that GAAP requires to be bifurcated and remeasured each reporting period. Each quarter, the change in the fair value of the embedded derivative features, if any, is recorded in the consolidated condensed statements of operations. The Company uses a derivative valuation model to derive the value of the embedded derivative features. Key inputs into this valuation model are the Company's current stock price, risk-free interest rates, the stock dividend yield, the stock volatility, and the debentures' credit spread over LIBOR. The first three aforementioned inputs are based on observable market data and are considered Level 2 inputs while the last two aforementioned inputs are unobservable and thus require management's judgment and are considered Level 3 inputs. The fair value measurement is considered a Level 3 measurement within the fair value hierarchy. In the third fiscal quarter of 2014, the Company entered into forward contracts with a highly-rated financial institution to mitigate the foreign currency risk associated with an intercompany loan denominated in a currency other than the legal entity's functional currency. The notional amount of the forward contract was $14,000 as of July 4, 2015. The intercompany loan was used to finance a portion of the purchase price for Capella. The forward contracts settle monthly and are expected to be renewed at the Company's discretion on a monthly basis until the intercompany loan is repaid. The forward contract was renewed on the last day of the second fiscal quarter. We have not designated the forward contract as a hedge for accounting purposes, and as such the change in the fair value of the contract is recognized in the consolidated condensed statements of operations as a component of other income (expense). The Company estimates the fair value of the forward contract based on applicable and commonly used pricing models using current market information and is considered a Level 2 measurement within the fair value hierachy. Due to the timing of the renewal of the forward contract, the value of the forward contract was immaterial as of July 4, 2015. The Company does not utilize derivatives or other financial instruments for trading or other speculative purposes. The fair value of the long-term debt, excluding the derivative liabilities, at July 4, 2015 and December 31, 2014 is approximately $726,400 and $853,500, respectively, compared to its carrying value, excluding the derivative liabilities, of $425,907, and $453,817, respectively. 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 July 4, 2015 and December 31, 2014, 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 short-term investments acquired in the 2014 Capella acquisition are accounted for as available for sale instruments, at fair value. The Company's remaining 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 July 4, 2015 and December 31, 2014, 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, short-term notes payable, and accounts payable. The carrying amounts for these financial instruments reported in the consolidated condensed balance sheets approximate their fair values. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
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 2015 end on April 4, 2015, July 4, 2015, October 3, 2015, and December 31, 2015, respectively. The four fiscal quarters in 2014 ended on March 29, 2014, June 28, 2014, September 27, 2014, and December 31, 2014, respectively. |
Description of New Accounting Pronouncements Not yet Adopted [Text Block] | Recently Issued Accounting Guidance In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606) In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs |
Income Taxes (Policies)
Income Taxes (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
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 July 4, 2015 and June 28, 2014 reflect the Company's expected tax rate on reported income from continuing operations 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. |
Stock-Based Compensation (Polic
Stock-Based Compensation (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Stock-Based Compensation [Abstract] | |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | The amount of compensation cost related to stock-based payment transactions is measured based on the grant-date fair value of the equity instruments issued. The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model. The Company determines compensation cost for restricted stock units ("RSUs"), phantom stock units, and restricted stock based on the grant-date fair value of the underlying common stock adjusted for expected dividends paid over the required vesting period for non-participating awards. Compensation cost is recognized over the period that an officer, employee, or non-employee director provides service in exchange for the award. |
Segment Information (Policies)
Segment Information (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Segment Information [Abstract] | |
Segment Reporting, Policy [Policy Text Block] | Vishay operates, and its chief operating decision maker makes strategic and operating decisions with regards to assessing performance and allocating resources based on, five reporting segments: MOSFETs, Diodes, Optoelectronic Components, Resistors & Inductors, and Capacitors. The Company evaluates business segment performance on operating income, exclusive of certain items ("segment operating income"). Only dedicated, direct selling, general, and administrative expenses of the segments are included in the calculation of segment operating income. The Company's calculation of segment operating income excludes such selling, general, and administrative costs as global operations, sales and marketing, information systems, finance and administration groups, as well as restructuring and severance costs, executive compensation charges (credits), material gains and losses on sales of property, and other items. Management believes that evaluating segment performance excluding such items is meaningful because it provides insight with respect to intrinsic operating results of the Company. These items represent reconciling items between segment operating income and consolidated operating income. Business segment assets are the owned or allocated assets used by each business. |
Earnings Per Share (Policies)
Earnings Per Share (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Discussion on convertible debt included in computation of earnings per share diluted | The Company's convertible debt instruments are only convertible for specified periods upon the occurrence of certain events. None of the conversion criteria were met for the periods presented. In periods that the debentures are not convertible, the certain conditions which could trigger conversion of the remaining debentures have been deemed to be non-substantive, and accordingly, the Company has always assumed the conversion of these instruments in its diluted earnings per share computation during periods in which they are dilutive. At the direction of its Board of Directors, the Company intends, upon conversion, to repay the principal amounts of the convertible senior debentures, due 2040, due 2041, and due 2042, in cash and settle any additional amounts in shares of Vishay common stock. Accordingly, the debentures are included in the diluted earnings per share computation using the "treasury stock method" (similar to options and warrants) rather than the "if converted method" otherwise required for convertible debt. Under the "treasury stock method," Vishay calculates the number of shares issuable under the terms of the debentures based on the average market price of Vishay common stock during the period, and that number is included in the total diluted shares figure for the period. If the average market price is less than $13.54, no shares are included in the diluted earnings per share computation for the convertible senior debentures due 2040, if the average market price is less than $18.55, no shares are included in the diluted earnings per share computation for the convertible senior debentures due 2041, and if the average market price is less than $11.51, no shares are included in the diluted earnings per share computation for the convertible senior debentures due 2042. |
Fair Value Measurements (Polici
Fair Value Measurements (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Measurements [Abstract] | |
Fair Value of Financial Instruments, Policy | The fair value measurement accounting guidance establishes a valuation hierarchy of the inputs used to measure fair value. This hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs that reflect the Company's own assumptions. An asset or liability's classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. There have been no changes in the classification of any financial instruments within the fair value hierarchy in the periods presented. |
Restructuring and Related Act24
Restructuring and Related Activities (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Expenses | The following table summarizes restructuring and related expenses which were recognized and reported on a separate line in the accompanying consolidated statements of operations: Fiscal quarters ended Six fiscal months ended July 4, 2015 June 28, 2014 July 4, 2015 June 28, 2014 MOSFETs Enhanced Competitiveness Program $ 939 $ 1,492 $ 2,292 $ 3,219 Voluntary Separation / Retirement Program 20 7,522 77 12,199 Modules Production Transfer Program - - - - Global Cost Reduction Programs 4,701 - 4,701 - Total $ 5,660 $ 9,014 $ 7,070 $ 15,418 |
MOSFETs Enhanced Competitiveness Program [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Schedule of Restructuring Reserve by Type of Cost [Table Text Block] | The following table summarizes the activity to date related to this program: Expense recorded in 2013 $ 2,328 Cash paid (267 ) Balance at December 31, 2013 $ 2,061 Expense recorded in 2014 6,025 Cash paid (856 ) Balance at December 31, 2014 $ 7,230 Expense recorded in 2015 2,292 Cash paid (399 ) Balance at July 4, 2015 $ 9,123 |
Voluntary Separation/Retirement Program [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Schedule of Restructuring Reserve by Type of Cost [Table Text Block] | The following table summarizes the activity to date related to this program: Expense recorded in 2013 $ 486 Cash paid (98 ) Foreign currency translation 3 Balance at December 31, 2013 $ 391 Expense recorded in 2014 12,792 Cash paid (8,054 ) Foreign currency translation (455 ) Balance at December 31, 2014 $ 4,674 Expense recorded in 2015 77 Cash paid (2,058 ) Foreign currency translation (244 ) Balance at July 4, 2015 $ 2,449 |
Modules Product Transfer [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Schedule of Restructuring Reserve by Type of Cost [Table Text Block] | The following table summarizes the activity to date related to this program: Expense recorded in 2014 $ 2,080 Cash paid (464 ) Foreign currency translation (121 ) Balance at December 31, 2014 $ 1,495 Cash paid (563 ) Foreign currency translation (111 ) Balance at July 4, 2015 $ 821 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Long-Term Debt [Abstract] | |
Schedule of long-term debt instruments | Long-term debt consists of the following: July 4, 2015 December 31, 2014 Credit facility $ 170,000 $ 200,000 Exchangeable unsecured notes, due 2102 38,642 38,642 Convertible senior debentures, due 2040 104,986 103,841 Convertible senior debentures, due 2041 53,914 53,249 Convertible senior debentures, due 2042 59,752 59,190 427,294 454,922 Less current portion - - $ 427,294 $ 454,922 |
Key terms of the convertible debentures | The following table summarizes some key facts and terms regarding the three series of outstanding convertible senior debentures following the adjustment made to the conversion rate of the debentures on the ex-dividend date of the June 25, 2015 dividend payment: Due 2040 Due 2041 Due 2042 Issuance date November 9, 2010 May 13, 2011 May 31, 2012 Maturity date November 15, 2040 May 15, 2041 June 1, 2042 Principal amount $ 275,000 $ 150,000 $ 150,000 Cash coupon rate (per annum) 2.25 % 2.25 % 2.25 % Nonconvertible debt borrowing rate at issuance (per annum) 8.00 % 8.375 % 7.50 % Conversion rate effective June 9, 2015 (per $1 principal amount) 73.8821 53.9153 86.8677 Effective conversion price effective June 9, 2015 (per share) $ 13.54 $ 18.55 $ 11.51 130% of the conversion price (per share) $ 17.60 $ 24.12 $ 14.96 Call date November 20, 2020 May 20, 2021 June 7, 2022 |
Liability and equity of component of convertible senior debentures | The carrying values of the liability and equity components of the convertible debentures are reflected in the Company's consolidated condensed balance sheets as follows: Principal amount of the debentures Unamortized discount Embedded derivative Carrying value of liability component Equity component - net carrying value July 4, 2015 Due 2040 $ 275,000 (170,646 ) 632 $ 104,986 $ 110,094 Due 2041 $ 150,000 (96,564 ) 478 $ 53,914 $ 62,246 Due 2042 $ 150,000 (90,525 ) 277 $ 59,752 $ 57,874 Total $ 575,000 $ (357,735 ) $ 1,387 $ 218,652 $ 230,214 December 31, 2014 Due 2040 $ 275,000 (171,685 ) 526 $ 103,841 $ 110,094 Due 2041 $ 150,000 (97,092 ) 341 $ 53,249 $ 62,246 Due 2042 $ 150,000 (91,048 ) 238 $ 59,190 $ 57,874 Total $ 575,000 $ (359,825 ) $ 1,105 $ 216,280 $ 230,214 |
Convertible debentures, interest expense | Interest expense related to the debentures is reflected on the consolidated condensed statements of operations for the fiscal quarters ended: Contractual coupon interest Non-cash amortization of debt discount Non-cash amortization of deferred financing costs Non-cash change in value of derivative liability Total interest expense related to the debentures July 4, 2015 Due 2040 $ 1,547 524 22 165 $ 2,258 Due 2041 $ 844 267 12 124 $ 1,247 Due 2042 $ 844 263 14 46 $ 1,167 Total $ 3,235 $ 1,054 $ 48 $ 335 $ 4,672 June 28, 2014 Due 2040 $ 1,547 485 22 (76 ) $ 1,978 Due 2041 $ 844 245 13 (20 ) $ 1,082 Due 2042 $ 844 245 14 (21 ) $ 1,082 Total $ 3,235 $ 975 $ 49 $ (117 ) $ 4,142 Interest expense related to the debentures is reflected on the consolidated condensed statements of operations for the six fiscal months ended: Contractual coupon interest Non-cash amortization of debt discount Non-cash amortization of deferred financing costs Non-cash change in value of derivative liability Total interest expense related to the debentures July 4, 2015 Due 2040 $ 3,094 1,039 44 106 $ 4,283 Due 2041 $ 1,688 528 24 137 $ 2,377 Due 2042 $ 1,688 523 27 39 $ 2,277 Total $ 6,470 $ 2,090 $ 95 $ 282 $ 8,937 June 28, 2014 Due 2040 $ 3,094 961 44 (31 ) $ 4,068 Due 2041 $ 1,688 486 24 (6 ) $ 2,192 Due 2042 $ 1,688 486 27 (1 ) $ 2,200 Total $ 6,470 $ 1,933 $ 95 $ (38 ) $ 8,460 |
Accumulated Other Comprehensi26
Accumulated Other Comprehensive Income (Loss) (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Accumulated Other Comprehensive Income (Loss) [Abstract] | |
Summary of components of other comprehensive income | 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 Unrealized gain (loss) on available-for-sale securities Total Balance at January 1, 2015 $ (155,760 ) $ 84,703 1,917 $ (69,140 ) Other comprehensive income (loss) before reclassifications - (60,836 ) (1,035 ) $ (61,871 ) Tax effect - - 362 $ 362 Other comprehensive income (loss) before reclassifications, net of tax - (60,836 ) (673 ) $ (61,509 ) Amounts reclassified out of AOCI 6,374 - (680 ) $ 5,694 Tax effect (2,183 ) - 238 $ (1,945 ) Amounts reclassified out of AOCI, net of tax 4,191 - (442 ) $ 3,749 Net other comprehensive income (loss) $ 4,191 $ (60,836 ) $ (1,115 ) $ (57,760 ) Balance at July 4, 2015 $ (151,569 ) $ 23,867 $ 802 $ (126,900 ) |
Pensions and Other Postretire27
Pensions and Other Postretirement Benefits (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Pension Plan, Defined Benefit [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 2015 and 2014 for the Company's defined benefit pension plans: Fiscal quarter ended July 4, 2015 Fiscal quarter ended June 28, 2014 U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans Net service cost $ - $ 826 $ - $ 831 Interest cost 2,885 1,419 3,834 2,195 Expected return on plan assets (3,398 ) (456 ) (4,058 ) (532 ) Amortization of prior service cost (credit) 16 - (23 ) 1 Amortization of losses 2,074 1,282 1,810 691 Net periodic benefit cost $ 1,577 $ 3,071 $ 1,563 $ 3,186 The following table shows the components of the net periodic pension cost for the six fiscal months ended July 4, 2015 and June 28, 2014 for the Company's defined benefit pension plans: Six fiscal months ended July 4, 2015 Six fiscal months ended June 28, 2014 U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans Net service cost $ - $ 1,655 $ - $ 1,655 Interest cost 5,828 2,851 7,668 4,376 Expected return on plan assets (6,783 ) (910 ) (8,116 ) (1,057 ) Amortization of prior service cost (credit) 32 - (46 ) 2 Amortization of losses 4,096 2,581 3,620 1,378 Net periodic benefit cost $ 3,173 $ 6,177 $ 3,126 $ 6,354 |
Other Postretirement Benefit Plan, Defined Benefit [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 2015 and 2014 for the Company's other postretirement benefit plans: Fiscal quarter ended July 4, 2015 Fiscal quarter ended June 28, 2014 U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans Service cost $ 30 $ 68 $ 29 $ 79 Interest cost 84 36 88 63 Amortization of prior service (credit) (209 ) - (206 ) - Amortization of losses (gains) 23 19 (35 ) 10 Net periodic benefit cost $ (72 ) $ 123 $ (124 ) $ 152 The following table shows the components of the net periodic pension cost for the six fiscal months ended July 4, 2015 and June 28, 2014 for the Company's other postretirement benefit plans: Six fiscal months ended July 4, 2015 Six fiscal months ended June 28, 2014 U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans Service cost $ 60 $ 137 $ 58 $ 158 Interest cost 167 73 176 126 Amortization of prior service (credit) (418 ) - (412 ) - Amortization of losses (gains) 45 38 (70 ) 20 Net periodic benefit cost $ (146 ) $ 248 $ (248 ) $ 304 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
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 July 4, 2015 June 28, 2014 July 4, 2015 June 28, 2014 Stock options $ - $ - $ - - Restricted stock units 924 804 1,838 1,614 Phantom stock units - - 141 131 Total $ 924 $ 804 $ 1,979 1,745 |
Schedule of unrecognized compensation cost, nonvested awards | The following table summarizes unrecognized compensation cost and the weighted average remaining amortization periods at July 4, 2015 (amortization periods in years) Unrecognized Compensation Cost Weighted Average Remaining Amortization Periods Stock options $ - 0.0 Restricted stock units 9,480 1.5 Phantom stock units - 0.0 Total $ 9,480 |
Schedule of share-based compensation, restricted stock units award activity | RSU activity under the 2007 Program as of July 4, 2015 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, 2015 1,147 $ 12.75 Granted 349 13.60 Vested* (162 ) 11.34 Cancelled or forfeited (276 ) 12.88 Outstanding at July 4, 2015 1,058 $ 13.21 Expected to vest at July 4, 2015 836 * The number of RSUs vested includes shares that the Company withheld on behalf of employees to satisfy the statutory tax withholding requirements. |
Schedule of share-based compensation arrangement by share-based units, vested and expected to vest | The number of performance-based RSUs that are scheduled to vest increases ratably based on the achievement of defined performance criteria between the established target and maximum levels. RSUs with performance-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, 2016 - 222 222 January 1, 2017 192 - 192 January 1, 2018 202 - 202 |
Schedule of share-based compensation, phantom stock units, Activity | Phantom stock unit activity under the phantom stock plan as of July 4, 2015 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, 2015 119 Granted 10 $ 14.09 Dividend equivalents issued 2 Redeemed for common stock - Outstanding at July 4, 2015 131 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Segment Information [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following tables set forth business segment information: MOSFETs Diodes Optoelectronic Components Resistors & Inductors Capacitors Total Fiscal quarter ended July 4, 2015: Product Sales $ 106,348 $ 138,722 $ 72,977 $ 178,786 $ 92,891 $ 589,724 Royalty Revenues - - - 746 - $ 746 Total Revenue $ 106,348 $ 138,722 $ 72,977 $ 179,532 $ 92,891 $ 590,470 Gross Margin $ 14,708 $ 31,600 $ 24,331 $ 53,342 $ 17,501 $ 141,482 Fiscal quarter ended June 28, 2014: Product Sales $ 123,971 $ 149,571 $ 63,258 $ 192,536 $ 111,744 $ 641,080 Royalty Revenues 71 - - 778 - $ 849 Total Revenue $ 124,042 $ 149,571 $ 63,258 $ 193,314 $ 111,744 $ 641,929 Gross Margin $ 18,871 $ 34,706 $ 22,788 $ 61,395 $ 26,333 $ 164,093 Six fiscal months ended July 4, 2015: Product Sales $ 213,107 $ 275,233 $ 141,602 $ 365,178 $ 186,927 $ 1,182,047 Royalty Revenues 11 - - 1,848 - $ 1,859 Total Revenue $ 213,118 $ 275,233 $ 141,602 $ 367,026 $ 186,927 $ 1,183,906 Gross Margin $ 28,466 $ 61,490 $ 46,514 $ 112,191 $ 37,859 $ 286,520 Six fiscal months ended June 28, 2014: Product Sales $ 237,084 $ 286,500 $ 120,756 $ 380,525 $ 217,255 $ 1,242,120 Royalty Revenues 99 - - 2,088 - $ 2,187 Total Revenue $ 237,183 $ 286,500 $ 120,756 $ 382,613 $ 217,255 $ 1,244,307 Gross Margin $ 31,488 $ 64,471 $ 44,025 $ 121,515 $ 47,877 $ 309,376 |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated | Fiscal quarters ended Six fiscal months ended July 4, 2015 June 28, 2014 July 4, 2015 June 28, 2014 Operating margin reconciliation: MOSFETs $ 5,140 $ 9,493 $ 9,667 $ 11,980 Diodes 25,528 28,130 49,013 51,188 Optoelectronic Components 19,163 18,945 36,250 36,349 Resistors & Inductors 44,470 51,969 93,995 102,305 Capacitors 11,786 20,122 26,350 35,463 Restructuring and Severance Costs (5,660 ) (9,014 ) (7,070 ) (15,418 ) Unallocated Selling, General, and Administrative Expenses (56,257 ) (61,722 ) (116,477 ) (121,372 ) Consolidated Operating Income $ 44,170 $ 57,923 $ 91,728 $ 100,495 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | 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 July 4, 2015 June 28, 2014 July 4, 2015 June 28, 2014 Numerator: Numerator for basic earnings per share: Net earnings $ 26,268 $ 35,642 $ 56,967 $ 61,452 Adjustment to the numerator for continuing operations and net earnings: Interest savings assuming conversion of dilutive convertible and exchangeable notes, net of tax 17 15 33 30 Numerator for diluted earnings per share: Net earnings $ 26,285 $ 35,657 $ 57,000 $ 61,482 Denominator: Denominator for basic earnings per share: Weighted average shares 147,570 147,449 147,569 147,444 Outstanding phantom stock units 130 118 130 117 Adjusted weighted average shares 147,700 147,567 147,699 147,561 Effect of dilutive securities: Convertible and exchangeable debt instruments 3,788 6,513 4,283 5,647 Restricted stock units 212 234 198 222 Other - 8 3 8 Dilutive potential common shares 4,000 6,755 4,484 5,877 Denominator for diluted earnings per share: Adjusted weighted average shares 151,700 154,322 152,183 153,438 Basic earnings per share attributable to Vishay stockholders $ 0.18 $ 0.24 $ 0.39 $ 0.42 Diluted earnings per share attributable to Vishay stockholders $ 0.17 $ 0.23 $ 0.37 $ 0.40 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | 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 July 4, 2015 June 28, 2014 July 4, 2015 June 28, 2014 Convertible and exchangeable notes: Convertible Senior Debentures, due 2040 20,248 - 10,124 - Convertible Senior Debentures, due 2041 8,060 7,924 8,042 7,911 Weighted average employee stock options 105 77 91 77 Weighted average other 842 693 731 702 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Measurements [Abstract] | |
Schedule of fair Value, Assets and Liabilities 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 July 4, 2015: Assets: Assets held in rabbi trusts $ 39,008 $ 25,382 $ 13,626 $ - Available for sale securities $ 4,697 3,965 732 - $ 43,705 $ 29,347 $ 14,358 $ - Liabilities: Embedded derivative - convertible debentures due 2040 $ (632 ) $ - $ - $ (632 ) Embedded derivative - convertible debentures due 2041 $ (478 ) - - (478 ) Embedded derivative - convertible debentures due 2042 $ (277 ) - - (277 ) $ (1,387 ) $ - $ - $ (1,387 ) December 31, 2014: Assets: Assets held in rabbi trusts $ 40,270 $ 26,853 13,417 $ - Available for sale securities $ 15,432 4,439 10,993 - $ 55,702 $ 31,292 $ 24,410 $ - Liabilities: Embedded derivative - convertible debentures due 2040 $ (526 ) $ - $ - $ (526 ) Embedded derivative - convertible debentures due 2041 $ (341 ) - - (341 ) Embedded derivative - convertible debentures due 2042 $ (238 ) - - (238 ) $ (1,105 ) $ - $ - $ (1,105 ) |
Restructuring and Related Act32
Restructuring and Related Activities (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jul. 04, 2015 | Jun. 28, 2014 | Jul. 04, 2015 | Jun. 28, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Restructuring Reserve [Roll Forward] | ||||||
Restructuring and severance costs | $ 5,660 | $ 9,014 | $ 7,070 | $ 15,418 | ||
Expected Restructuring Costs | 32,000 | 32,000 | ||||
Global Cost Reduction Program [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring Reserve, Current | 4,701 | 4,701 | ||||
Restructuring Reserve [Roll Forward] | ||||||
Restructuring and severance costs | $ 4,701 | 0 | 4,701 | 0 | ||
Cash paid | 0 | |||||
Term of restructuring program | 30 months | |||||
Expected Restructuring Costs | $ 30,000 | 30,000 | ||||
MOSFETs Enhanced Competitiveness Program [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring Reserve, Current | 9,123 | 9,123 | ||||
Restructuring Reserve [Roll Forward] | ||||||
Restructuring and severance costs | 939 | 1,492 | 2,292 | 3,219 | $ 6,025 | $ 2,328 |
Cash paid | (399) | (856) | (267) | |||
Balance at end of period | $ 9,123 | 9,123 | 7,230 | 2,061 | ||
Balance at beginning of period | 7,230 | 2,061 | 2,061 | |||
Term of restructuring program | 2 years | |||||
Expected Restructuring Costs | $ 16,000 | 16,000 | ||||
Voluntary Separation/Retirement Program [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring Reserve, Current | 2,449 | 2,449 | ||||
Restructuring Reserve [Roll Forward] | ||||||
Restructuring and severance costs | 20 | 7,522 | 77 | 12,199 | 12,792 | 486 |
Cash paid | (2,058) | (8,054) | (98) | |||
Foreign currency translation | (244) | (455) | 3 | |||
Balance at end of period | 2,449 | 2,449 | 4,674 | $ 391 | ||
Balance at beginning of period | 4,674 | 391 | 391 | |||
Modules Product Transfer [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring Reserve, Current | 821 | 821 | ||||
Restructuring Reserve [Roll Forward] | ||||||
Restructuring and severance costs | 0 | $ 0 | 0 | $ 0 | 2,080 | |
Cash paid | (563) | (464) | ||||
Foreign currency translation | (111) | (121) | ||||
Balance at end of period | $ 821 | 821 | $ 1,495 | |||
Balance at beginning of period | $ 1,495 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jul. 04, 2015 | Jul. 04, 2015 | Dec. 31, 2014 | |
Income Taxes [Abstract] | |||
Increase in liabilities for unrecognized tax benefits | $ 378 | ||
Effect on Income Tax Expense (Benefit) [Line Items] | |||
Borrowings to fund acquisition | $ 53,000 | ||
Additional expected repatriation | $ 11,000 | ||
Cash repatriated during the current period | $ 45,000 |
Long-Term Debt (Details)
Long-Term Debt (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 04, 2015USD ($)$ / shares | Jun. 28, 2014USD ($) | Jul. 04, 2015USD ($)$ / shares | Jun. 28, 2014USD ($) | Dec. 31, 2014USD ($) | |
Debt Instrument [Line Items] | |||||
Long-term debt | $ 427,294 | $ 427,294 | $ 454,922 | ||
Exchangeable unsecured notes, due 2102 | 38,642 | 38,642 | 38,642 | ||
Credit facility | 170,000 | 170,000 | 200,000 | ||
Less current portion | 0 | 0 | 0 | ||
Long-term debt, less current portion | 427,294 | 427,294 | 454,922 | ||
Debt Instruments [Abstract] | |||||
Principal amount of debt | $ 575,000 | $ 575,000 | 575,000 | ||
Debt instrument percentage of conversion price (in hundredths) | 130.00% | ||||
Debt instrument, Percentage of sale price of common stock (in hundredths) | 98.00% | 98.00% | |||
Liability and equity components of convertible debentures [Abstract] | |||||
Principal amount of the debentures | $ 575,000 | $ 575,000 | 575,000 | ||
Unamortized discount | (357,735) | (357,735) | (359,825) | ||
Embedded derivative | 1,387 | 1,387 | 1,105 | ||
Carrying value of liability component | 218,652 | 218,652 | 216,280 | ||
Equity component - net carrying value | 230,214 | 230,214 | 230,214 | ||
Interest expense related to debentures [Abstract] | |||||
Contractual coupon interest | 3,235 | $ 3,235 | 6,470 | $ 6,470 | |
Non-cash amortization of debt discount | 1,054 | 975 | 2,090 | 1,933 | |
Non-cash amortization of deferred financing costs | 48 | 49 | 95 | 95 | |
Non-cash change in value of derivative liability | 335 | (117) | 282 | (38) | |
Total interest expense related to the debentures | 4,672 | 4,142 | 8,937 | 8,460 | |
Convertible Senior Debentures, Due 2040 [Member] | |||||
Debt Instrument [Line Items] | |||||
Convertible Debt, Noncurrent | 104,986 | $ 104,986 | 103,841 | ||
Debt Instruments [Abstract] | |||||
Issuance date | Nov. 9, 2010 | ||||
Debt maturity date | Nov. 15, 2040 | ||||
Principal amount of debt | $ 275,000 | $ 275,000 | 275,000 | ||
Stated rate of interest on debt (in hundredths) | 2.25% | 2.25% | |||
Effective rate of interest on convertible senior debentures (in hundredths) | 8.00% | 8.00% | |||
Debt Instrument, Convertible, Stock Price Trigger | $ / shares | $ 17.60 | ||||
Debt conversion rate | 73.8821 | ||||
Debt effective conversion price | $ / shares | $ 13.54 | $ 13.54 | |||
Convertible senior debentures call date | Nov. 20, 2020 | ||||
Liability and equity components of convertible debentures [Abstract] | |||||
Principal amount of the debentures | $ 275,000 | $ 275,000 | 275,000 | ||
Unamortized discount | (170,646) | (170,646) | (171,685) | ||
Embedded derivative | 632 | 632 | 526 | ||
Carrying value of liability component | 104,986 | 104,986 | 103,841 | ||
Equity component - net carrying value | 110,094 | 110,094 | 110,094 | ||
Interest expense related to debentures [Abstract] | |||||
Contractual coupon interest | 1,547 | 1,547 | 3,094 | 3,094 | |
Non-cash amortization of debt discount | 524 | 485 | 1,039 | 961 | |
Non-cash amortization of deferred financing costs | 22 | 22 | 44 | 44 | |
Non-cash change in value of derivative liability | 165 | (76) | 106 | (31) | |
Total interest expense related to the debentures | 2,258 | 1,978 | 4,283 | 4,068 | |
Convertible Senior Debentures, Due 2041 [Member] | |||||
Debt Instrument [Line Items] | |||||
Convertible Debt, Noncurrent | 53,914 | $ 53,914 | 53,249 | ||
Debt Instruments [Abstract] | |||||
Issuance date | May 13, 2011 | ||||
Debt maturity date | May 15, 2041 | ||||
Principal amount of debt | $ 150,000 | $ 150,000 | 150,000 | ||
Stated rate of interest on debt (in hundredths) | 2.25% | 2.25% | |||
Effective rate of interest on convertible senior debentures (in hundredths) | 8.375% | 8.375% | |||
Debt Instrument, Convertible, Stock Price Trigger | $ / shares | $ 24.12 | ||||
Debt conversion rate | 53.9153 | ||||
Debt effective conversion price | $ / shares | $ 18.55 | $ 18.55 | |||
Convertible senior debentures call date | May 20, 2021 | ||||
Liability and equity components of convertible debentures [Abstract] | |||||
Principal amount of the debentures | $ 150,000 | $ 150,000 | 150,000 | ||
Unamortized discount | (96,564) | (96,564) | (97,092) | ||
Embedded derivative | 478 | 478 | 341 | ||
Carrying value of liability component | 53,914 | 53,914 | 53,249 | ||
Equity component - net carrying value | 62,246 | 62,246 | 62,246 | ||
Interest expense related to debentures [Abstract] | |||||
Contractual coupon interest | 844 | 844 | 1,688 | 1,688 | |
Non-cash amortization of debt discount | 267 | 245 | 528 | 486 | |
Non-cash amortization of deferred financing costs | 12 | 13 | 24 | 24 | |
Non-cash change in value of derivative liability | 124 | (20) | 137 | (6) | |
Total interest expense related to the debentures | 1,247 | 1,082 | 2,377 | 2,192 | |
Convertible Senior Debentures, Due 2042 [Member] | |||||
Debt Instrument [Line Items] | |||||
Convertible Debt, Noncurrent | 59,752 | $ 59,752 | 59,190 | ||
Debt Instruments [Abstract] | |||||
Issuance date | May 31, 2012 | ||||
Debt maturity date | Jun. 1, 2042 | ||||
Principal amount of debt | $ 150,000 | $ 150,000 | 150,000 | ||
Stated rate of interest on debt (in hundredths) | 2.25% | 2.25% | |||
Effective rate of interest on convertible senior debentures (in hundredths) | 7.50% | 7.50% | |||
Debt Instrument, Convertible, Stock Price Trigger | $ / shares | $ 14.96 | ||||
Debt conversion rate | 86.8677 | ||||
Debt effective conversion price | $ / shares | $ 11.51 | $ 11.51 | |||
Convertible senior debentures call date | Jun. 7, 2022 | ||||
Liability and equity components of convertible debentures [Abstract] | |||||
Principal amount of the debentures | $ 150,000 | $ 150,000 | 150,000 | ||
Unamortized discount | (90,525) | (90,525) | (91,048) | ||
Embedded derivative | 277 | 277 | 238 | ||
Carrying value of liability component | 59,752 | 59,752 | 59,190 | ||
Equity component - net carrying value | 57,874 | 57,874 | $ 57,874 | ||
Interest expense related to debentures [Abstract] | |||||
Contractual coupon interest | 844 | 844 | 1,688 | 1,688 | |
Non-cash amortization of debt discount | 263 | 245 | 523 | 486 | |
Non-cash amortization of deferred financing costs | 14 | 14 | 27 | 27 | |
Non-cash change in value of derivative liability | 46 | (21) | 39 | (1) | |
Total interest expense related to the debentures | $ 1,167 | $ 1,082 | $ 2,277 | $ 2,200 |
Accumulated Other Comprehensi35
Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 04, 2015 | Jun. 28, 2014 | Jul. 04, 2015 | Jun. 28, 2014 | |
Accumulated Other Comprehensive Income | ||||
Beginning Balance | $ (69,140) | |||
Other comprehensive income before reclassifications | (61,871) | |||
Tax effect | 362 | |||
Other comprehensive income before reclassifications, net of tax | (61,509) | |||
Amounts reclassified out of AOCI | 5,694 | |||
Tax effect | (1,945) | |||
Amounts reclassified out of AOCI, net of tax | 3,749 | |||
Net other comprehensive income | $ 16,599 | $ (5,462) | (57,760) | $ (4,391) |
Ending Balance | (126,900) | (126,900) | ||
Unrealized Gain (Loss) on Available-for-Sale Securities [Member] | ||||
Accumulated Other Comprehensive Income | ||||
Beginning Balance | 1,917 | |||
Other comprehensive income before reclassifications | (1,035) | |||
Tax effect | 362 | |||
Other comprehensive income before reclassifications, net of tax | (673) | |||
Amounts reclassified out of AOCI | (680) | |||
Tax effect | 238 | |||
Amounts reclassified out of AOCI, net of tax | (442) | |||
Net other comprehensive income | (1,115) | |||
Ending Balance | 802 | 802 | ||
Currency Translation Adjustment [Member] | ||||
Accumulated Other Comprehensive Income | ||||
Beginning Balance | 84,703 | |||
Other comprehensive income before reclassifications | (60,836) | |||
Tax effect | 0 | |||
Other comprehensive income before reclassifications, net of tax | (60,836) | |||
Amounts reclassified out of AOCI | 0 | |||
Tax effect | 0 | |||
Amounts reclassified out of AOCI, net of tax | 0 | |||
Net other comprehensive income | (60,836) | |||
Ending Balance | 23,867 | 23,867 | ||
Pension and Other Post-Retirement Actuarial Items [Member] | ||||
Accumulated Other Comprehensive Income | ||||
Beginning Balance | (155,760) | |||
Other comprehensive income before reclassifications | 0 | |||
Tax effect | 0 | |||
Other comprehensive income before reclassifications, net of tax | 0 | |||
Amounts reclassified out of AOCI | 6,374 | |||
Tax effect | (2,183) | |||
Amounts reclassified out of AOCI, net of tax | 4,191 | |||
Net other comprehensive income | 4,191 | |||
Ending Balance | (151,569) | (151,569) | ||
Rabbi Trust Assets [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Component of Selling, General, and Administrative Expense | $ 0 | $ 680 |
Pensions and Other Postretire36
Pensions and Other Postretirement Benefits (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 04, 2015 | Jun. 28, 2014 | Jul. 04, 2015 | Jun. 28, 2014 | |
Non-U.S. Plans [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Net service cost | $ 826 | $ 831 | $ 1,655 | $ 1,655 |
Interest cost | 1,419 | 2,195 | 2,851 | 4,376 |
Expected return on plan assets | (456) | (532) | (910) | (1,057) |
Amortization of prior service cost (credit) | 0 | 1 | 0 | 2 |
Amortization of losses (gains) | 1,282 | 691 | 2,581 | 1,378 |
Net periodic benefit cost | 3,071 | 3,186 | 6,177 | 6,354 |
U.S. Plans [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Net service cost | 0 | 0 | 0 | 0 |
Interest cost | 2,885 | 3,834 | 5,828 | 7,668 |
Expected return on plan assets | (3,398) | (4,058) | (6,783) | (8,116) |
Amortization of prior service cost (credit) | 16 | (23) | 32 | (46) |
Amortization of losses (gains) | 2,074 | 1,810 | 4,096 | 3,620 |
Net periodic benefit cost | 1,577 | 1,563 | 3,173 | 3,126 |
United States Postretirement Benefit Plans of US Entity, Defined Benefit [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Net service cost | 30 | 29 | 60 | 58 |
Interest cost | 84 | 88 | 167 | 176 |
Amortization of prior service cost (credit) | (209) | (206) | (418) | (412) |
Amortization of transition obligation | 0 | 0 | ||
Amortization of losses (gains) | 23 | (35) | 45 | (70) |
Net periodic benefit cost | (72) | (124) | (146) | (248) |
Foreign Postretirement Benefit Plans, Defined Benefit [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Net service cost | 68 | 79 | 137 | 158 |
Interest cost | 36 | 63 | 73 | 126 |
Amortization of prior service cost (credit) | 0 | 0 | 0 | 0 |
Amortization of transition obligation | 0 | 0 | ||
Amortization of losses (gains) | 19 | 10 | 38 | 20 |
Net periodic benefit cost | 123 | $ 152 | $ 248 | $ 304 |
Minimum [Member] | U.S. Plans [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined Benefit Plans, Estimated Future Employer Contributions in Next Fiscal Year | 0 | |||
Maximum [Member] | U.S. Plans [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined Benefit Plans, Estimated Future Employer Contributions in Next Fiscal Year | $ 35,000 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 04, 2015 | Jun. 28, 2014 | Jul. 04, 2015 | Jun. 28, 2014 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense recognized | $ 924 | $ 804 | $ 1,979 | $ 1,745 | |
Unrecognized Compensation Cost | 9,480 | ||||
Unrecognized compensation cost not expected to be recognized | $ 2,935 | ||||
Expiration date of the 2007 stock incentive plan | May 20, 2024 | ||||
Maximum number of shares granted under restricted stock, unrestricted stock, RSU's and stock options to officers, employees and employee directors (in shares) | 6,500,000 | ||||
Stock Options Outstanding: | |||||
Balance | 105,000 | ||||
Exercised (in shares) | 0 | ||||
Balance | 105,000 | 105,000 | |||
Balance (in dollars per share) | $ 15.38 | $ 15.38 | |||
Weighted average remaining contractual life of options outstanding | 1 year 9 months 25 days | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest [Abstract] | |||||
Vested and expected to vest (in dollars per share) | $ 15.38 | $ 15.38 | |||
Share-based compensation arrangement by share-based payment award, options, non-vested, outstanding (in shares) | 0 | ||||
Stock price (in dollars per share) | $ 11.63 | ||||
Stock options exercised (in shares) | 0 | ||||
Intrinsic value under share based compensation scheme | $ 0 | ||||
Stock Options [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense recognized | $ 0 | 0 | $ 0 | 0 | |
Unrecognized Compensation Cost | 0 | ||||
Weighted Average Remaining Amortization Periods | |||||
Restricted Stock Units (RSUs) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense recognized | 924 | 804 | $ 1,838 | 1,614 | |
Unrecognized Compensation Cost | $ 9,480 | ||||
Weighted Average Remaining Amortization Periods | 1 year 6 months | ||||
Equity Awards Other Than Options Outstanding: | |||||
Balance (in shares) | 1,147,000 | ||||
Balance (in dollars per share) | $ 12.75 | ||||
Granted (in shares) | 349,000 | ||||
Granted (in dollars per share) | $ 13.60 | ||||
Vested (in shares) | [1] | (162,000) | |||
Vested (in dollars per share) | [1] | $ 11.34 | |||
Cancelled or forfeited (in shares) | (276,000) | ||||
Cancelled or forfeited (in dollars per share) | $ 12.88 | ||||
Balance (in shares) | 1,058,000 | 1,058,000 | |||
Balance (in dollars per share) | $ 13.21 | $ 13.21 | |||
Expected to vest as of July 4, 2015 (in shares) | 836,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number, Ending Balance | 1,058,000 | 1,147,000 | |||
Phantom Share Units (PSUs) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense recognized | $ 0 | $ 0 | $ 141 | $ 131 | |
Unrecognized Compensation Cost | $ 0 | ||||
Weighted Average Remaining Amortization Periods | |||||
Equity Awards Other Than Options Outstanding: | |||||
Balance (in shares) | 119,000 | ||||
Granted (in shares) | 10,000 | ||||
Granted (in dollars per share) | $ 14.09 | ||||
Dividend equivalents issued | 2,000 | ||||
Redeemed for common stock | 0 | ||||
Balance (in shares) | 131,000 | 131,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number, Ending Balance | 131,000 | 119,000 | |||
Scheduled to Vest January 1, 2016 [Member] | Performance Vested Restricted Stock Units [Member] | |||||
Equity Awards Other Than Options Outstanding: | |||||
Balance (in shares) | 222,000 | 222,000 | |||
Expected to vest as of July 4, 2015 (in shares) | 0 | ||||
Not expected to vest as of July 4, 2015 (in shares) | 222,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number, Ending Balance | 222,000 | 222,000 | |||
Scheduled to Vest January 1, 2017 [Member] | Performance Vested Restricted Stock Units [Member] | |||||
Equity Awards Other Than Options Outstanding: | |||||
Balance (in shares) | 192,000 | 192,000 | |||
Expected to vest as of July 4, 2015 (in shares) | 192,000 | ||||
Not expected to vest as of July 4, 2015 (in shares) | 0 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number, Ending Balance | 192,000 | 192,000 | |||
Scheduled to Vest January 1, 2018 [Member] | Performance Vested Restricted Stock Units [Member] | |||||
Equity Awards Other Than Options Outstanding: | |||||
Balance (in shares) | 202,000 | 202,000 | |||
Expected to vest as of July 4, 2015 (in shares) | 202,000 | ||||
Not expected to vest as of July 4, 2015 (in shares) | 0 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number, Ending Balance | 202,000 | 202,000 | |||
[1] | The number of RSUs vested includes shares that the Company withheld on behalf of employees to satisfy the statutory tax withholding requirements. |
Segment Information (Details)
Segment Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 04, 2015USD ($) | Jun. 28, 2014USD ($) | Jul. 04, 2015USD ($)Segment | Jun. 28, 2014USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of reportable segments | Segment | 5 | |||
Product Sales | $ 589,724 | $ 641,080 | $ 1,182,047 | $ 1,242,120 |
Royalty Revenues | 746 | 849 | 1,859 | 2,187 |
Total Revenue | 590,470 | 641,929 | 1,183,906 | 1,244,307 |
Gross Margin | 141,482 | 164,093 | 286,520 | 309,376 |
Segment Operating Income | 44,170 | 57,923 | 91,728 | 100,495 |
Restructuring and severance Costs | (5,660) | (9,014) | (7,070) | (15,418) |
MOSFETS Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Product Sales | 106,348 | 123,971 | 213,107 | 237,084 |
Royalty Revenues | 0 | 71 | 11 | 99 |
Total Revenue | 106,348 | 124,042 | 213,118 | 237,183 |
Gross Margin | 14,708 | 18,871 | 28,466 | 31,488 |
Diodes Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Product Sales | 138,722 | 149,571 | 275,233 | 286,500 |
Royalty Revenues | 0 | 0 | 0 | 0 |
Total Revenue | 138,722 | 149,571 | 275,233 | 286,500 |
Gross Margin | 31,600 | 34,706 | 61,490 | 64,471 |
Optoelectronic Components Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Product Sales | 72,977 | 63,258 | 141,602 | 120,756 |
Royalty Revenues | 0 | 0 | 0 | 0 |
Total Revenue | 72,977 | 63,258 | 141,602 | 120,756 |
Gross Margin | 24,331 | 22,788 | 46,514 | 44,025 |
Resistors And Inductors Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Product Sales | 178,786 | 192,536 | 365,178 | 380,525 |
Royalty Revenues | 746 | 778 | 1,848 | 2,088 |
Total Revenue | 179,532 | 193,314 | 367,026 | 382,613 |
Gross Margin | 53,342 | 61,395 | 112,191 | 121,515 |
Capacitors Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Product Sales | 92,891 | 111,744 | 186,927 | 217,255 |
Royalty Revenues | 0 | 0 | 0 | 0 |
Total Revenue | 92,891 | 111,744 | 186,927 | 217,255 |
Gross Margin | 17,501 | 26,333 | 37,859 | 47,877 |
Operating Segments [Member] | MOSFETS Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Segment Operating Income | 5,140 | 9,493 | 9,667 | 11,980 |
Operating Segments [Member] | Diodes Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Segment Operating Income | 25,528 | 28,130 | 49,013 | 51,188 |
Operating Segments [Member] | Optoelectronic Components Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Segment Operating Income | 19,163 | 18,945 | 36,250 | 36,349 |
Operating Segments [Member] | Resistors And Inductors Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Segment Operating Income | 44,470 | 51,969 | 93,995 | 102,305 |
Operating Segments [Member] | Capacitors Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Segment Operating Income | 11,786 | 20,122 | 26,350 | 35,463 |
Unallocated Amount to Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Restructuring and severance Costs | (5,660) | (9,014) | (7,070) | (15,418) |
Unallocated Amount to Segment [Member] | Unallocated Amount to Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Segment Operating Income | $ (56,257) | $ (61,722) | $ (116,477) | $ (121,372) |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 04, 2015 | Jun. 28, 2014 | Jul. 04, 2015 | Jun. 28, 2014 | |
Numerator for basic earnings per share: | ||||
Net earnings | $ 26,268 | $ 35,642 | $ 56,967 | $ 61,452 |
Adjustment to the numerator for continuing operations and net earnings: | ||||
Interest savings assuming conversion of dilutive convertible and exchangeable notes, net of tax | 17 | 15 | 33 | 30 |
Numerator for diluted earnings per share: | ||||
Net earnings | $ 26,285 | $ 35,657 | $ 57,000 | $ 61,482 |
Denominator for basic earnings per share: | ||||
Weighted average shares | 147,570 | 147,449 | 147,569 | 147,444 |
Outstanding phantom stock units | 130 | 118 | 130 | 117 |
Adjusted weighted average shares (basic) | 147,700 | 147,567 | 147,699 | 147,561 |
Effect of dilutive securities: | ||||
Convertible and exchangeable debt instruments | 3,788 | 6,513 | 4,283 | 5,647 |
Restricted stock units | 212 | 234 | 198 | 222 |
Other | 0 | 8 | 3 | 8 |
Dilutive potential common shares | 4,000 | 6,755 | 4,484 | 5,877 |
Denominator for diluted earnings per share: | ||||
Adjusted weighted average shares (diluted) | 151,700 | 154,322 | 152,183 | 153,438 |
Basic earnings per share attributable to Vishay stockholders (in dollars per share) | $ 0.18 | $ 0.24 | $ 0.39 | $ 0.42 |
Diluted earnings per share attributable to Vishay stockholders (in dollars per share) | $ 0.17 | $ 0.23 | $ 0.37 | $ 0.40 |
Convertible Senior Debentures, Due 2040 [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount (in shares) | 20,248 | 0 | 10,124 | 0 |
Minimum market price of common stock for inclusion of shares issuable upon conversion of senior debentures for calculation of diluted earnings per share (in dollars per share) | $ 13.54 | $ 13.54 | ||
Convertible Senior Debentures, Due 2041 [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount (in shares) | 8,060 | 7,924 | 8,042 | 7,911 |
Minimum market price of common stock for inclusion of shares issuable upon conversion of senior debentures for calculation of diluted earnings per share (in dollars per share) | $ 18.55 | $ 18.55 | ||
Convertible Senior Debentures, Due 2042 [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Minimum market price of common stock for inclusion of shares issuable upon conversion of senior debentures for calculation of diluted earnings per share (in dollars per share) | $ 11.51 | $ 11.51 | ||
Weighted average employees stock options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount (in shares) | 105 | 77 | 91 | 77 |
Weighted average other [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount (in shares) | 842 | 693 | 731 | 702 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 04, 2015 | Dec. 31, 2014 | |
Assets: | ||
Held-to-maturity Securities, Transferred Security, at Carrying Value | $ 0 | |
Held-to-maturity Securities, Unrecognized Holding Gain | 0 | |
Other than Temporary Impairment Losses, Investments, Held-to-maturity Securities | 0 | |
Assets held in rabbi trusts | 39,008 | $ 40,270 |
Available for sale securities | 4,697 | 15,432 |
Fair Value Assets | 43,705 | 55,702 |
Liabilities: | ||
Embedded derivative | (1,387) | (1,105) |
Fair Value Liabilities | (1,387) | (1,105) |
Long-term Debt, Fair Value | 726,400 | 853,500 |
Carrying value of long-term debt, excluding derivative liabilities | 425,907 | 453,817 |
Derivative, Notional Amount | $ 14,000 | |
Derivative, Description of Terms | In the third fiscal quarter of 2014, the Company entered into a forward contract with a highly-rated financial institution to mitigate the foreign currency risk associated with an intercompany loan denominated in a currency other than the legal entity's functional currency. The notional amount of the forward contract was $14,000 as of July 4, 2015. The intercompany loan was used to finance a portion of the purchase price for Capella. The forward contract settles monthly and is expected to be renewed at the Company's discretion on a monthly basis until the intercompany loan is repaid. The forward contract was renewed on the last day of the second fiscal quarter. We have not designated the forward contract as a hedge for accounting purposes, and as such the change in the fair value of the contract is recognized in the consolidated condensed statements of operations as a component of other income (expense). | |
Fair Value, Inputs, Level 1 [Member] | ||
Assets: | ||
Assets held in rabbi trusts | $ 25,382 | 26,853 |
Available for sale securities | 3,965 | 4,439 |
Fair Value Assets | 29,347 | 31,292 |
Liabilities: | ||
Fair Value Liabilities | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Assets: | ||
Assets held in rabbi trusts | 13,626 | 13,417 |
Available for sale securities | 732 | 10,993 |
Fair Value Assets | 14,358 | 24,410 |
Liabilities: | ||
Fair Value Liabilities | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Assets: | ||
Assets held in rabbi trusts | 0 | 0 |
Available for sale securities | 0 | 0 |
Fair Value Assets | 0 | 0 |
Liabilities: | ||
Fair Value Liabilities | (1,387) | (1,105) |
Convertible Senior Debentures, Due 2040 [Member] | ||
Liabilities: | ||
Embedded derivative | (632) | (526) |
Convertible Senior Debentures, Due 2040 [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Liabilities: | ||
Embedded derivative | 0 | 0 |
Convertible Senior Debentures, Due 2040 [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Liabilities: | ||
Embedded derivative | 0 | 0 |
Convertible Senior Debentures, Due 2040 [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Liabilities: | ||
Embedded derivative | (632) | (526) |
Convertible Senior Debentures, Due 2041 [Member] | ||
Liabilities: | ||
Embedded derivative | (478) | (341) |
Convertible Senior Debentures, Due 2041 [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Liabilities: | ||
Embedded derivative | 0 | 0 |
Convertible Senior Debentures, Due 2041 [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Liabilities: | ||
Embedded derivative | 0 | 0 |
Convertible Senior Debentures, Due 2041 [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Liabilities: | ||
Embedded derivative | (478) | (341) |
Convertible Senior Debentures, Due 2042 [Member] | ||
Liabilities: | ||
Embedded derivative | (277) | (238) |
Convertible Senior Debentures, Due 2042 [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Liabilities: | ||
Embedded derivative | 0 | 0 |
Convertible Senior Debentures, Due 2042 [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Liabilities: | ||
Embedded derivative | 0 | 0 |
Convertible Senior Debentures, Due 2042 [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Liabilities: | ||
Embedded derivative | $ (277) | $ (238) |