Document and Entity Information
Document and Entity Information - USD ($) | 9 Months Ended | ||
Oct. 03, 2015 | Oct. 30, 2015 | Jul. 04, 2015 | |
Entity Information [Line Items] | |||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | Q3 | ||
Document Type | 10-Q | ||
Amendment Flag | false | ||
Document Period End Date | Oct. 3, 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 | Oct. 03, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 390,305 | $ 592,172 |
Short-term investments | 688,987 | 514,776 |
Accounts receivable, net | 282,228 | 271,554 |
Inventories: | ||
Finished goods | 113,881 | 113,361 |
Work in process | 207,940 | 185,769 |
Raw materials | 124,970 | 125,464 |
Total inventories | 446,791 | 424,594 |
Deferred income taxes | 29,160 | 17,815 |
Prepaid expenses and other current assets | 96,279 | 105,539 |
Total current assets | 1,933,750 | 1,926,450 |
Property and equipment, at cost: | ||
Land | 90,079 | 91,844 |
Buildings and improvements | 559,757 | 560,926 |
Machinery and equipment | 2,381,285 | 2,368,046 |
Construction in progress | 71,415 | 82,684 |
Allowance for depreciation | (2,253,961) | (2,205,405) |
Property, Plant and Equipment, Net, Total | 848,575 | 898,095 |
Goodwill | 138,403 | 144,359 |
Other intangible assets, net | 107,778 | 186,613 |
Other assets | 143,045 | 143,256 |
Total assets | 3,171,551 | 3,298,773 |
Current liabilities: | ||
Notes payable to banks | 11 | 18 |
Trade accounts payable | 148,889 | 174,451 |
Payroll and related expenses | 120,680 | 120,023 |
Other accrued expenses | 155,829 | 137,576 |
Income taxes | 25,646 | 24,671 |
Total current liabilities | 451,055 | 456,739 |
Long-term debt less current portion | 431,766 | 454,922 |
Deferred income taxes | 161,546 | 178,900 |
Other liabilities | 65,510 | 76,811 |
Accrued pension and other postretirement costs | 277,943 | 300,524 |
Total liabilities | 1,387,820 | 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 | 2,057,552 | 2,055,246 |
(Accumulated deficit) retained earnings | (172,770) | (175,485) |
Accumulated other comprehensive income (loss) | (121,186) | (69,140) |
Total Vishay stockholders' equity | 1,778,353 | 1,825,366 |
Noncontrolling interests | 5,378 | 5,511 |
Total equity | 1,783,731 | 1,830,877 |
Total liabilities, temporary equity, and equity | $ 3,171,551 | $ 3,298,773 |
Consolidated Condensed Statemen
Consolidated Condensed Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 03, 2015 | Sep. 27, 2014 | Oct. 03, 2015 | Sep. 27, 2014 | |
Consolidated Condensed Statements of Operations [Abstract] | ||||
Net revenues | $ 560,654 | $ 638,211 | $ 1,744,560 | $ 1,882,518 |
Costs of products sold | 430,510 | 479,819 | 1,327,896 | 1,414,750 |
Gross profit | 130,144 | 158,392 | 416,664 | 467,768 |
Selling, general, and administrative expenses | 88,995 | 93,837 | 276,717 | 287,300 |
Restructuring and severance costs | 2,324 | 3,508 | 9,394 | 18,926 |
Impairment of goodwill and long-lived assets | 62,980 | 0 | 62,980 | 0 |
U.S. pension settlement charges | 0 | 15,588 | 0 | 15,588 |
Operating income | (24,155) | 45,459 | 67,573 | 145,954 |
Other income (expense): | ||||
Interest expense | (6,677) | (6,167) | (19,774) | (17,968) |
Other | 3,240 | (474) | 7,860 | 1,046 |
Loss related to Tianjin explosion | (5,350) | 0 | (5,350) | 0 |
Nonoperating Income (Expense), Total | (8,787) | (6,641) | (17,264) | (16,922) |
Income before taxes | (32,942) | 38,818 | 50,309 | 129,032 |
Income tax expense | (5,392) | 11,841 | 20,416 | 40,259 |
Net earnings | (27,550) | 26,977 | 29,893 | 88,773 |
Less: net earnings attributable to noncontrolling interests | 116 | 6 | 592 | 350 |
Net earnings attributable to Vishay stockholders | $ (27,666) | $ 26,971 | $ 29,301 | $ 88,423 |
Basic earnings per share attributable to Vishay stockholders | $ (0.19) | $ 0.18 | $ 0.20 | $ 0.60 |
Diluted earnings per share attributable to Vishay stockholders | $ (0.19) | $ 0.17 | $ 0.19 | $ 0.57 |
Weighted average shares outstanding - basic | 147,701 | 147,569 | 147,700 | 147,565 |
Weighted average shares outstanding - diluted | 147,701 | 155,546 | 151,607 | 154,142 |
Cash dividends per share | $ 0.06 | $ 0.06 | $ 0.18 | $ 0.18 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 03, 2015 | Sep. 27, 2014 | Oct. 03, 2015 | Sep. 27, 2014 | |
Consolidated Statements of Comprehensive Income [Abstract] | ||||
Net earnings | $ (27,550) | $ 26,977 | $ 29,893 | $ 88,773 |
Other comprehensive income (loss), net of tax | ||||
Foreign currency translation adjustment | 3,662 | (55,934) | (57,174) | (64,373) |
Pension and postretirement actuarial items | 2,305 | 10,805 | 6,496 | 13,665 |
Unrealized gain (loss) on available-for-sale securities | (253) | (50) | (1,368) | 1,138 |
Other comprehensive income (loss) | 5,714 | (45,179) | (52,046) | (49,570) |
Comprehensive income (loss) | (21,836) | (18,202) | (22,153) | 39,203 |
Less: comprehensive income attributable to noncontrolling interests | 116 | 6 | 592 | 350 |
Comprehensive income (loss) attributable to Vishay stockholders | $ (21,952) | $ (18,208) | $ (22,745) | $ 38,853 |
Consolidated Condensed Stateme5
Consolidated Condensed Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 03, 2015 | Sep. 27, 2014 | |
Operating activities | ||
Net earnings | $ 29,893 | $ 88,773 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | ||
Depreciation and amortization | 134,281 | 132,344 |
(Gain) loss on disposal of property and equipment | (116) | (65) |
Accretion of interest on convertible debentures | 3,167 | 2,930 |
Inventory write-offs for obsolescence | 15,348 | 15,101 |
Impairment of goodwill and long-lived assets | 62,980 | 0 |
U.S. pension settlement charges | 0 | 15,588 |
Change in deferred income taxes | (32,523) | 6,869 |
Other | (1,939) | (2,654) |
Net change in operating assets and liabilities, net of effects of businesses acquired | (57,522) | (61,875) |
Net cash provided by operating activities | 153,569 | 197,011 |
Investing activities | ||
Capital expenditures | (86,767) | (90,507) |
Proceeds from sale of property and equipment | 1,989 | 2,345 |
Purchase of businesses, net of cash acquired | 0 | (198,186) |
Purchase of short-term investments | (362,595) | (335,341) |
Maturity of short-term investments | 161,611 | 330,734 |
Sale of other investments | 400 | 0 |
Other investing activities | (3,464) | 1,734 |
Net cash provided by (used in) investing activities | (288,826) | (289,221) |
Financing activities | ||
Principal payments on long-term debt and capital leases | 0 | (11) |
Net proceeds (payments) on revolving credit lines | (27,000) | 73,000 |
Net changes in short-term borrowings | (7) | 14 |
Excess tax benefit from RSUs vested | 21 | 0 |
Proceeds from stock options exercised | 0 | 50 |
Distributions to noncontrolling interests | (725) | (547) |
Other financing activities | 0 | (1,323) |
Net cash provided by (used in) financing activities | (54,273) | 44,642 |
Effect of exchange rate changes on cash and cash equivalents | (12,337) | (17,478) |
Net increase (decrease) in cash and cash equivalents | (201,867) | (65,046) |
Cash and cash equivalents at beginning of period | 592,172 | 640,348 |
Cash and cash equivalents at end of period | 390,305 | 575,302 |
Common Stock [Member] | ||
Financing activities | ||
Dividends and Interest Paid | (24,378) | (24,358) |
Class B Convertible Common Stock [Member] | ||
Financing activities | ||
Dividends and Interest Paid | $ (2,184) | $ (2,183) |
Consolidated Condensed Stateme6
Consolidated Condensed Statement of Equity - 9 months ended Oct. 03, 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 | 29,301 | 0 | 29,301 | 592 | 29,893 |
Other comprehensive income (loss) | 0 | 0 | 0 | 0 | (52,046) | (52,046) | 0 | (52,046) |
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 | 24 | (26,586) | 0 | (26,562) | 0 | (26,562) |
Stock compensation expense | 0 | 0 | 2,912 | 0 | 0 | 2,912 | 0 | 2,912 |
Tax effects of stock plan | 0 | 0 | 21 | 0 | 0 | 21 | 0 | 21 |
Balance at Oct. 03, 2015 | $ 13,544 | $ 1,213 | $ 2,057,552 | $ (172,770) | $ (121,186) | $ 1,778,353 | $ 5,378 | $ 1,783,731 |
Consolidated Condensed Stateme7
Consolidated Condensed Statement of Equity (Parenthetical) | 9 Months Ended |
Oct. 03, 2015$ / sharesshares | |
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 | $ / shares | $ 0.18 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Oct. 03, 2015 | |
Basis of Presentation [Abstract] | |
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 nine fiscal months ended October 3, 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 In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments Reclassifications Certain prior period amounts have been reclassified to conform to the current financial statements presentation. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 9 Months Ended |
Oct. 03, 2015 | |
Goodwill and Other Intangible Assets Disclosure | |
Goodwill and Other Intangible Assets [Text Block] | Note 2 – Goodwill and Other Intangible Assets Goodwill represents the excess of the cost of a business acquired over the fair value of the related net assets at the date of acquisition. Goodwill is not amortized but rather tested for impairment at least annually. These impairment tests must be performed more frequently whenever events or changes in circumstances indicate that the asset might be impaired. The Company's business segments (see Note 10) represent its reporting units for goodwill impairment testing purposes. In light of a sustained decline in market capitalization for Vishay and its peer group companies, and other factors (including the cost reduction programs announced during the third fiscal quarter as described in Note 3), Vishay determined that interim goodwill and indefinite-lived impairment tests were required as of the end of the third fiscal quarter of 2015. Prior to completing the interim assessment of goodwill for impairment, the Company performed a recoverability test of certain depreciable and amortizable long-lived assets. As a result of those assessments, it was determined that the depreciable and amortizable assets associated with the Company's Capella business were not recoverable, and the Company recorded impairment charges totaling $57,600 to write-down the related assets to their fair value. After completing step one of the goodwill impairment test, it was determined that the estimated fair value of the Capacitors reporting unit was less than the net book value of that reporting unit, requiring the completion of the second step of the impairment evaluation. The estimated fair value of the Resistors & Inductors and Optoelectronic Components reporting units exceeded the net book value of those reporting units by ratios of 2.0x and 1.3x, respectively, and no second step was required for those reporting units. Upon completion of the step two analysis for the Capacitors reporting unit, the Company recorded a full goodwill impairment charge of $5,380. As part of these analyses, the Company determined that its Siliconix tradenames, with a carrying value of $20,359, were not impaired and will continue to be reported as indefinite-lived intangible assets. The estimated fair value of the Siliconix tradenames exceeded the carrying value by a narrow margin. They will continue to be closely monitored for impairment. The fair value of long-lived assets is measured primarily using present value techniques based on projected cash flows from the asset group. The evaluation of the recoverability of long-lived assets, and the determination of their fair value, requires the Company to make significant estimates and assumptions. These estimates and assumptions primarily include, but are not limited to: the identification of the asset group at the lowest level of independent cash flows and the principal asset of the group; the discount rate; terminal growth rates; and forecasts of revenue, operating income, depreciation and amortization, and capital expenditures. The fair value of indefinite-lived trademarks is measured as the discounted cash flow savings realized from owning such tradenames and not having to pay a royalty for their use. The evaluation of the fair value of indefinite-lived trademarks requires us to make significant estimates and assumptions. These estimates and assumptions primarily include, but are not limited to: the assumed market-royalty rate; the discount rate; terminal growth rates; and forecasts of revenue. The fair value of reporting units for goodwill impairment testing purposes is measured primarily using present value techniques based on projected cash flows from the reporting unit. The calculated results are evaluated for reasonableness using comparable company data. The determination of the fair value of the reporting units and the allocation of that value to individual assets and liabilities within those reporting units requires the Company to make significant estimates and assumptions. These estimates and assumptions primarily include, but are not limited to: the selection of appropriate peer group companies; control premiums appropriate for acquisitions in the industries in which the Company competes; the discount rate; terminal growth rates; and forecasts of revenue, operating income, depreciation and amortization, and capital expenditures. The allocation requires several analyses to determine fair value of assets and liabilities including, among others, completed technology, tradenames, customer relationships, and certain property and equipment. Due to the inherent uncertainty involved in making these estimates, actual financial results could differ from those estimates. Changes in assumptions concerning future financial results or other underlying assumptions could have a significant impact on either the fair value of the reporting unit or the amount of the goodwill impairment charge; could have a significant impact on the conclusion that an asset group's carrying value is recoverable, that an indefinite-lived asset is not impaired, or the determination of any impairment charge if it was determined that the asset values were indeed impaired. The Company performs its annual goodwill and indefinite-lived impairment test as of the first day of the fiscal fourth quarter. The interim impairment test performed as of October 3, 2015, the last day of the third fiscal quarter, was effectively the annual impairment test for 2015. If financial conditions deteriorate, an additional interim assessment may be required in the fourth fiscal quarter. The recorded impairment charges are noncash in nature and do not affect Vishay's liquidity, cash flows from operating activities, or debt covenants, and will not have a material impact on future operations. The changes in the carrying amount of goodwill by segment for the nine fiscal months ended October 3, 2015 was as follows: Optoelectronic Components Resistors & Inductors Capacitors Total Balance at January 1, 2015 $ 96,849 $ 42,146 $ 5,364 $ 144,359 Goodwill impairment charges - - (5,380 ) (5,380 ) Exchange rate effects - (592 ) 16 (576 ) Balance at October 3, 2015 $ $96,849 $ 41,554 $ - $ 138,403 Following the impairment charges recorded in the third fiscal quarter of 2015, the other intangible assets are as follows: October 3, December 31, 2015 2014 Intangible Assets Subject to Amortization (Definite-lived): Patents and acquired technology $ 93,786 $ 108,190 Capitalized software 53,197 53,369 Customer relationships 85,526 153,853 Tradenames 35,758 39,612 Non-competition agreements 2,267 2,283 270,534 357,307 Accumulated amortization: Patents and acquired technology (74,959 ) (71,700 ) Capitalized software (46,976 ) (45,979 ) Customer relationships (36,359 ) (50,630 ) Tradenames (23,052 ) (21,384 ) Non-competition agreements (1,769 ) (1,360 ) (183,115 ) (191,053 ) Net Intangible Assets Subject to Amortization 87,419 166,254 Intangible Assets Not Subject to Amortization (Indefinite-lived): Tradenames 20,359 20,359 $ 107,778 186,613 Estimated annual amortization expense of intangible assets on the balance sheet at October 3, 2015 for the fourth fiscal quarter of 2015 and the next four years is as follows: 2015 $ 4,135 2016 15,314 2017 13,162 2018 9,180 2019 5,343 |
Restructuring and Related Activ
Restructuring and Related Activities | 9 Months Ended |
Oct. 03, 2015 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Activities | Note 3 – 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 Nine fiscal months ended October 3, 2015 September 27, 2014 October 3, 2015 September 27, 2014 MOSFETs Enhanced Competitiveness Program $ 1,445 $ 1,522 $ 3,737 $ 4,741 Voluntary Separation / Retirement Program - (94 ) 77 12,105 Modules Production Transfer Program - 2,080 - 2,080 Global Cost Reduction Programs 879 - 5,580 - Total $ 2,324 $ 3,508 $ 9,394 $ 18,926 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 3,737 Cash paid (400 ) Balance at October 3, 2015 $ 10,567 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 (2,761 ) Foreign currency translation (234 ) Balance at October 3, 2015 $ 1,756 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 (567 ) Foreign currency translation (105 ) Balance at October 3, 2015 $ 823 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. The following table summarizes the activity to date related to this program: Expense recorded in 2015 $ 5,580 Cash paid (410 ) Foreign currency translation (19 ) Balance at October 3, 2015 $ 5,151 The following table summarizes the expense recognized by segment related to this program: Diodes $ 48 Resistors & Inductors 480 Capacitors 4,719 Unallocated Selling, General, and Administrative Expenses 333 Total $ 5,580 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. |
Income Taxes
Income Taxes | 9 Months Ended |
Oct. 03, 2015 | |
Income Taxes [Abstract] | |
Income Taxes | Note 4 – Income Taxes The provision for income taxes consists of provisions for federal, state, and foreign income taxes. The effective tax rates for the periods ended October 3, 2015 and September 27, 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 nine fiscal months ended October 3, 2015, the liabilities for unrecognized tax benefits increased by $130 on a net basis, principally due to increases for tax positions taken in prior periods and interest, offset by a decrease due to foreign currency effects. 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. The final $11,000 from this repatriation transaction was repatriated in the third fiscal quarter of 2015 and used to further reduce the balance of the revolving credit facility, although some amounts were redrawn from the credit facility for other corporate purposes. |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Oct. 03, 2015 | |
Long-Term Debt [Abstract] | |
Long-Term Debt | Note 5 – Long-Term Debt Long-term debt consists of the following: October 3, 2015 December 31, 2014 Credit facility $ 173,000 $ 200,000 Exchangeable unsecured notes, due 2102 38,642 38,642 Convertible senior debentures, due 2040 105,719 103,841 Convertible senior debentures, due 2041 54,278 53,249 Convertible senior debentures, due 2042 60,127 59,190 431,766 454,922 Less current portion - - $ 431,766 $ 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 August 31, 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 August 31, 2015 (per $1 principal amount) 74.3326 54.2441 87.3974 Effective conversion price effective August 31, 2015 (per share) $ 13.45 $ 18.44 $ 11.44 130% of the conversion price (per share) $ 17.49 $ 23.97 $ 14.87 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 October 3, 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 October 3, 2015 Due 2040 $ 275,000 (170,111 ) 830 $ 105,719 $ 110,094 Due 2041 $ 150,000 (96,292 ) 570 $ 54,278 $ 62,246 Due 2042 $ 150,000 (90,255 ) 382 $ 60,127 $ 57,874 Total $ 575,000 $ (356,658 ) $ 1,782 $ 220,124 $ 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 October 3, 2015 Due 2040 $ 1,547 535 22 198 $ 2,302 Due 2041 $ 844 272 12 92 $ 1,220 Due 2042 $ 844 270 13 105 $ 1,232 Total $ 3,235 $ 1,077 $ 47 $ 395 $ 4,754 September 27, 2014 Due 2040 $ 1,547 495 22 93 $ 2,157 Due 2041 $ 844 251 11 (29 ) $ 1,077 Due 2042 $ 844 251 13 13 $ 1,121 Total $ 3,235 $ 997 $ 46 $ 77 $ 4,355 Interest expense related to the debentures is reflected on the consolidated condensed statements of operations for the nine 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 October 3, 2015 Due 2040 $ 4,641 1,574 66 304 $ 6,585 Due 2041 $ 2,532 800 36 229 $ 3,597 Due 2042 $ 2,532 793 40 144 $ 3,509 Total $ 9,705 $ 3,167 $ 142 $ 677 $ 13,691 September 27, 2014 Due 2040 $ 4,641 1,456 66 62 $ 6,225 Due 2041 $ 2,532 737 35 (35 ) $ 3,269 Due 2042 $ 2,532 737 40 12 $ 3,321 Total $ 9,705 $ 2,930 $ 141 $ 39 $ 12,815 |
Other Income (Expense)
Other Income (Expense) | 9 Months Ended |
Oct. 03, 2015 | |
Other Income (Expense) [Abstract] | |
Other Income (Expense) | Note 6 – Other Income (Expense) On August 12, 2015, a major explosion occurred in the port of Tianjin, China. Vishay owns and operates a diodes manufacturing facility in Tianjin near the port. The shockwave of the explosion resulted in some damage to the facility and caused a temporary shutdown. Full production resumed on September 8, 2015. As a result of this incident, through the end of the third fiscal quarter, the Company estimates that it has incurred $9,645 for inventory, property, and equipment damage (at net book value) and related repair and clean-up costs. As of October 3, 2015, the Company has recorded a receivable of $4,295 for amounts which are probable of recovery under its insurance policies. The accompanying condensed consolidated statements of operations for the fiscal quarter and nine fiscal months ended October 3, 2015 include, as a separate line item, a loss of $5,350 related to these items, which represents the insurance deductible and certain costs which are potentially not recoverable. The Company's insurance coverage generally provides for replacement cost of damaged items. Any amount expected to be received in excess of the book value of the damaged item will be treated as a gain, but will not be recorded until contingencies are resolved. The Company also believes that it has valid claims under its business interruption insurance policies, but those claims cannot be quantified at this time. The Company will not record a receivable for business interruption claims until all contingencies have been resolved. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 9 Months Ended |
Oct. 03, 2015 | |
Accumulated Other Comprehensive Income (Loss) [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | Note 7 – 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 - (57,174 ) (1,424 ) $ (58,598 ) Tax effect - - 498 $ 498 Other comprehensive income (loss) before reclassifications, net of tax - (57,174 ) (926 ) $ (58,100 ) Amounts reclassified out of AOCI 9,548 - (680 ) $ 8,868 Tax effect (3,052 ) - 238 $ (2,814 ) Amounts reclassified out of AOCI, net of tax 6,496 - (442 ) $ 6,054 Net other comprehensive income (loss) $ 6,496 $ (57,174 ) $ (1,368 ) $ (52,046 ) Balance at October 3, 2015 $ (149,264 ) $ 27,529 $ 549 $ (121,186 ) Reclassifications of pension and other post-retirement actuarial items out of AOCI are included in the computation of net periodic benefit cost. (See Note 8 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 nine fiscal months ended October 3, 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 | 9 Months Ended |
Oct. 03, 2015 | |
Pensions and Other Postretirement Benefits [Abstract] | |
Pensions and Other Postretirement Benefits | Note 8 – Pensions and Other Postretirement Benefits The Company maintains various retirement benefit plans. Defined Benefit Pension Plans The following table shows the components of the net periodic pension cost for the third fiscal quarters of 2015 and 2014 for the Company's defined benefit pension plans: Fiscal quarter ended October 3, 2015 Fiscal quarter ended September 27, 2014 U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans Net service cost $ - $ 812 $ - $ 826 Interest cost 2,915 1,412 3,313 2,149 Expected return on plan assets (3,391 ) (448 ) (3,578 ) (534 ) Amortization of prior service cost (credit) 16 - (23 ) 1 Amortization of losses 2,048 1,278 1,507 677 Curtailment and settlement losses - - 15,588 - Net periodic benefit cost $ 1,588 $ 3,054 $ 16,807 $ 3,119 The following table shows the components of the net periodic pension cost for the nine fiscal months ended October 3, 2015 and September 27, 2014 for the Company's defined benefit pension plans: Nine fiscal months ended October 3, 2015 Nine fiscal months ended September 27, 2014 U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans Net service cost $ - $ 2,467 $ - $ 2,481 Interest cost 8,743 4,263 10,981 6,525 Expected return on plan assets (10,174 ) (1,358 ) (11,694 ) (1,591 ) Amortization of prior service cost (credit) 48 - (69 ) 3 Amortization of losses 6,144 3,859 5,127 2,055 Curtailment and settlement losses - - 15,588 - Net periodic benefit cost $ 4,761 $ 9,231 $ 19,933 $ 9,473 During the third fiscal quarter of 2014, the Company executed two partial-settlement transactions to reduce the risk associated with its U.S. qualified pension obligations. These transactions included the purchase of annuity contracts for approximately 700 participants pursuant to an arrangement inherited in a past acquisition and a special limited-time voluntary lump-sum payment offer to certain former employees who were deferred vested participants of the plan not currently receiving periodic payments of their pension benefit. A total of 800 participants accepted the voluntary lump-sum offer. The plan is no longer obligated to pay any benefits to the 1,500 participants covered by these two settlement transactions. These former participants represented approximately 23% of the total participants prior to executing these transactions. As a result of these transactions, the projected benefit obligation, plan assets, and funded status were remeasured on the dates of the respective settlements. The plan assets consisted of equity securities, fixed income securities, and real estate investments. These transactions reduced the U.S. projected benefit obligation by approximately $59,400, and were funded entirely with plan assets. These transactions also resulted in the recognition of non-cash settlement charges aggregating $15,588, representing previously unrecognized actuarial items. These non-cash charges are presented on a separate line in the consolidated condensed statements of operations. 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. Other Postretirement Benefits The following table shows the components of the net periodic benefit cost for the third fiscal quarters of 2015 and 2014 for the Company's other postretirement benefit plans: Fiscal quarter ended October 3, 2015 Fiscal quarter ended September 27, 2014 U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans Service cost $ 31 $ 69 $ 29 $ 77 Interest cost 83 37 88 61 Amortization of prior service (credit) (209 ) - (206 ) - Amortization of losses (gains) 22 19 (35 ) 9 Net periodic benefit cost $ (73 ) $ 125 $ (124 ) $ 147 The following table shows the components of the net periodic pension cost for the nine fiscal months ended October 3, 2015 and September 27, 2014 for the Company's other postretirement benefit plans: Nine fiscal months ended October 3, 2015 Nine fiscal months ended September 27, 2014 U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans Service cost $ 91 $ 206 $ 87 $ 235 Interest cost 250 110 264 187 Amortization of prior service (credit) (627 ) - (618 ) - Amortization of losses (gains) 67 57 (105 ) 29 Net periodic benefit cost $ (219 ) $ 373 $ (372 ) $ 451 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Oct. 03, 2015 | |
Stock-Based Compensation [Abstract] | |
Stock-Based Compensation | Note 9 – 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 Nine fiscal months ended October 3, 2015 September 27, 2014 October 3, 2015 September 27, 2014 Stock options $ - $ - $ - - Restricted stock units 933 (42 ) 2,771 1,572 Phantom stock units - - 141 131 Total $ 933 $ (42 ) $ 2,912 1,703 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 October 3, 2015 (amortization periods in years) Unrecognized Compensation Cost Weighted Average Remaining Amortization Periods Stock options $ - 0.0 Restricted stock units 8,547 1.2 Phantom stock units - 0.0 Total $ 8,547 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 October 3, 2015 and changes during the nine 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 October 3, 2015 1,058 $ 13.21 Expected to vest at October 3, 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 October 3, 2015 and changes during the nine 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 October 3, 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 October 3, 2015, there were 105,000 options outstanding with a weighted average exercise price of $15.38. At October 3, 2015, the weighted average remaining contractual life of all outstanding options was 1.57 years. At October 3, 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 third fiscal quarter of 2015 of $9.81 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 October 3, 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 nine fiscal months ended October 3, 2015, no options were exercised. |
Segment Information
Segment Information | 9 Months Ended |
Oct. 03, 2015 | |
Segment Information [Abstract] | |
Segment Information | Note 10 – 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, goodwill and long-lived asset impairment charges, 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 October 3, 2015: Product Sales $ 109,446 $ 123,922 $ 70,008 $ 172,995 $ 83,547 $ 559,918 Royalty Revenues - - - 736 - $ 736 Total Revenue $ 109,446 $ 123,922 $ 70,008 $ 173,731 $ 83,547 $ 560,654 Gross Margin $ 16,795 $ 27,508 $ 22,969 $ 49,843 $ 13,029 $ 130,144 Fiscal quarter ended September 27, 2014: Product Sales $ 121,631 $ 151,444 $ 67,549 $ 189,419 $ 107,105 $ 637,148 Royalty Revenues 28 - - 1,035 - $ 1,063 Total Revenue $ 121,659 $ 151,444 $ 67,549 $ 190,454 $ 107,105 $ 638,211 Gross Margin $ 17,384 $ 36,135 $ 24,585 $ 59,581 $ 20,707 $ 158,392 Nine fiscal months ended October 3, 2015: Product Sales $ 322,553 $ 399,155 $ 211,610 $ 538,173 $ 270,474 $ 1,741,965 Royalty Revenues 11 - - 2,584 - $ 2,595 Total Revenue $ 322,564 $ 399,155 $ 211,610 $ 540,757 $ 270,474 $ 1,744,560 Gross Margin $ 45,261 $ 88,998 $ 69,483 $ 162,034 $ 50,888 $ 416,664 Nine fiscal months ended September 27, 2014: Product Sales $ 358,715 $ 437,944 $ 188,305 $ 569,944 $ 324,360 $ 1,879,268 Royalty Revenues 127 - - 3,123 - $ 3,250 Total Revenue $ 358,842 $ 437,944 $ 188,305 $ 573,067 $ 324,360 $ 1,882,518 Gross Margin $ 48,872 $ 100,606 $ 68,610 $ 181,096 $ 68,584 $ 467,768 Fiscal quarters ended Nine fiscal months ended October 3, 2015 September 27, 2014 October 3, 2015 September 27, 2014 Operating margin reconciliation: MOSFETs $ 6,839 $ 7,824 $ 16,506 $ 19,804 Diodes 21,628 29,720 70,641 80,908 Optoelectronic Components 17,673 20,571 53,923 56,920 Resistors & Inductors 41,404 50,194 135,399 152,499 Capacitors 7,618 14,482 33,968 49,945 Restructuring and Severance Costs (2,324 ) (3,508 ) (9,394 ) (18,926 ) Impairment of goodwill and long-lived assets (62,980 ) - (62,980 ) - U.S. pension settlement charges - (15,588 ) - (15,588 ) Unallocated Selling, General, and Administrative Expenses (54,013 ) (58,236 ) (170,490 ) (179,608 ) Consolidated Operating Income $ (24,155 ) $ 45,459 $ 67,573 $ 145,954 |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Oct. 03, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 11 – 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 Nine fiscal months ended October 3, 2015 September 27, 2014 October 3, 2015 September 27, 2014 Numerator: Numerator for basic earnings (loss) per share: Net earnings (loss) $ (27,666 ) $ 26,971 $ 29,301 $ 88,423 Adjustment to the numerator for continuing operations and net earnings: Interest savings assuming conversion of dilutive convertible and exchangeable notes, net of tax - 14 50 44 Numerator for diluted earnings (loss) per share: Net earnings (loss) $ (27,666 ) $ 26,985 $ 29,351 $ 88,467 Denominator: Denominator for basic earnings (loss) per share: Weighted average shares 147,570 147,451 147,570 147,447 Outstanding phantom stock units 131 118 130 118 Adjusted weighted average shares 147,701 147,569 147,700 147,565 Effect of dilutive securities: Convertible and exchangeable debt instruments - 7,702 3,692 6,332 Restricted stock units - 267 213 237 Other - 8 2 8 Dilutive potential common shares - 7,977 3,907 6,577 Denominator for diluted earnings (loss) per share: Adjusted weighted average shares 147,701 155,546 151,607 154,142 Basic earnings (loss) per share attributable to Vishay stockholders $ (0.19 ) $ 0.18 $ 0.20 $ 0.60 Diluted earnings (loss) per share attributable to Vishay stockholders $ (0.19 ) $ 0.17 $ 0.19 $ 0.57 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 Nine fiscal months ended October 3, 2015 September 27, 2014 October 3, 2015 September 27, 2014 Convertible and exchangeable notes: Convertible Senior Debentures, due 2040 20,364 - 13,537 - Convertible Senior Debentures, due 2041 8,106 7,925 8,063 7,927 Convertible Senior Debentures, due 2042 13,060 - 4,353 - Exchangeable Unsecured Notes, due 2102 2,512 - - - Weighted average employee stock options 105 77 96 77 Weighted average other 1,059 710 768 705 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 $13.45, 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 $18.44, 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 $11.44, no shares are included in the diluted earnings per share computation for the convertible senior debentures due 2042. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Oct. 03, 2015 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | Note 12 – 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 October 3, 2015: Assets: Assets held in rabbi trusts $ 38,623 $ 25,064 $ 13,559 $ - Available for sale securities $ 3,971 3,971 - - $ 42,594 $ 29,035 $ 13,559 $ - Liabilities: Embedded derivative - convertible debentures due 2040 $ (830 ) $ - $ - $ (830 ) Embedded derivative - convertible debentures due 2041 $ (570 ) - - (570 ) Embedded derivative - convertible debentures due 2042 $ (382 ) - - (382 ) $ (1,782 ) $ - $ - $ (1,782 ) 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 ) In accordance with ASC Subtopic 350-20, and as described in Note 2, the Company performed a nonrecurring fair value measurement of its Capacitors segment goodwill balance. As a result of the fair value measurement, the goodwill of the Capacitors segment with a carrying value of was $5,380 was written down to its implied value of zero, resulting in an impairment charge of $5,380, recorded in the accompanying consolidated condensed statement of operations. In accordance with ASC Subtopic 360-10, and as described in Note 2, the Company performed a nonrecurring fair value measurement of its Capella business long-lived assets. As a result of the fair value measurement, the long-lived assets of its Capella business with carrying values of $68,500, were written down to their fair values of $10,900, resulting in a total impairment charge of $57,600, recorded in the accompanying consolidated condensed statement of operations. The Company's nonrecurring fair value measurements of goodwill and long-lived assets held and used are considered Level 3 measurements. See Note 2 for further information on the measurements and inputs. 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. The Company enters into forward contracts with a highly-rated financial institution to mitigate the foreign currency risk associated with intercompany loans denominated in a currency other than the legal entity's functional currency. The notional amount of the forward contracts was $29,000 as of October 3, 2015. The forward contracts settle monthly and are expected to be renewed at the Company's discretion on a monthly basis until the intercompany loans are repaid. The forward contracts were renewed on the last day of the third fiscal quarter. We have not designated the forward contracts as hedges for accounting purposes, and as such the change in the fair value of the contracts 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 contracts 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 contracts, the value of the forward contracts was immaterial as of October 3, 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 October 3, 2015 and December 31, 2014 is approximately $665,000 and $853,500, respectively, compared to its carrying value, excluding the derivative liabilities, of $429,984, 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 October 3, 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 fully matured in the third fiscal quarter of 2015. The assets were 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 October 3, 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) | 9 Months Ended |
Oct. 03, 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 In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments |
Income Taxes (Policies)
Income Taxes (Policies) | 9 Months Ended |
Oct. 03, 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 October 3, 2015 and September 27, 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) | 9 Months Ended |
Oct. 03, 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) | 9 Months Ended |
Oct. 03, 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, goodwill and long-lived asset impairment charges, 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) | 9 Months Ended |
Oct. 03, 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 $13.45, 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 $18.44, 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 $11.44, 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) | 9 Months Ended |
Oct. 03, 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. |
Goodwill and Other Intangible26
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Oct. 03, 2015 | |
Goodwill and Other Intangible Assets Disclosure | |
Goodwill rollforward | The changes in the carrying amount of goodwill by segment for the nine fiscal months ended October 3, 2015 was as follows: Optoelectronic Components Resistors & Inductors Capacitors Total Balance at January 1, 2015 $ 96,849 $ 42,146 $ 5,364 $ 144,359 Goodwill impairment charges - - (5,380 ) (5,380 ) Exchange rate effects - (592 ) 16 (576 ) Balance at October 3, 2015 $ $96,849 $ 41,554 $ - $ 138,403 |
Other Intangible Assets | Following the impairment charges recorded in the third fiscal quarter of 2015, the other intangible assets are as follows: October 3, December 31, 2015 2014 Intangible Assets Subject to Amortization (Definite-lived): Patents and acquired technology $ 93,786 $ 108,190 Capitalized software 53,197 53,369 Customer relationships 85,526 153,853 Tradenames 35,758 39,612 Non-competition agreements 2,267 2,283 270,534 357,307 Accumulated amortization: Patents and acquired technology (74,959 ) (71,700 ) Capitalized software (46,976 ) (45,979 ) Customer relationships (36,359 ) (50,630 ) Tradenames (23,052 ) (21,384 ) Non-competition agreements (1,769 ) (1,360 ) (183,115 ) (191,053 ) Net Intangible Assets Subject to Amortization 87,419 166,254 Intangible Assets Not Subject to Amortization (Indefinite-lived): Tradenames 20,359 20,359 $ 107,778 186,613 |
Estimated annual amortization expense for each of the next five years | Estimated annual amortization expense of intangible assets on the balance sheet at October 3, 2015 for the fourth fiscal quarter of 2015 and the next four years is as follows: 2015 $ 4,135 2016 15,314 2017 13,162 2018 9,180 2019 5,343 |
Restructuring and Related Act27
Restructuring and Related Activities (Tables) | 9 Months Ended |
Oct. 03, 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 Nine fiscal months ended October 3, 2015 September 27, 2014 October 3, 2015 September 27, 2014 MOSFETs Enhanced Competitiveness Program $ 1,445 $ 1,522 $ 3,737 $ 4,741 Voluntary Separation / Retirement Program - (94 ) 77 12,105 Modules Production Transfer Program - 2,080 - 2,080 Global Cost Reduction Programs 879 - 5,580 - Total $ 2,324 $ 3,508 $ 9,394 $ 18,926 |
Global Cost Reduction Program [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring expenses by segment [Table Text Block] | The following table summarizes the expense recognized by segment related to this program: Diodes $ 48 Resistors & Inductors 480 Capacitors 4,719 Unallocated Selling, General, and Administrative Expenses 333 Total $ 5,580 |
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 2015 $ 5,580 Cash paid (410 ) Foreign currency translation (19 ) Balance at October 3, 2015 $ 5,151 |
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 3,737 Cash paid (400 ) Balance at October 3, 2015 $ 10,567 |
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 (2,761 ) Foreign currency translation (234 ) Balance at October 3, 2015 $ 1,756 |
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 (567 ) Foreign currency translation (105 ) Balance at October 3, 2015 $ 823 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Oct. 03, 2015 | |
Long-Term Debt [Abstract] | |
Schedule of long-term debt instruments | Long-term debt consists of the following: October 3, 2015 December 31, 2014 Credit facility $ 173,000 $ 200,000 Exchangeable unsecured notes, due 2102 38,642 38,642 Convertible senior debentures, due 2040 105,719 103,841 Convertible senior debentures, due 2041 54,278 53,249 Convertible senior debentures, due 2042 60,127 59,190 431,766 454,922 Less current portion - - $ 431,766 $ 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 August 31, 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 August 31, 2015 (per $1 principal amount) 74.3326 54.2441 87.3974 Effective conversion price effective August 31, 2015 (per share) $ 13.45 $ 18.44 $ 11.44 130% of the conversion price (per share) $ 17.49 $ 23.97 $ 14.87 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 October 3, 2015 Due 2040 $ 275,000 (170,111 ) 830 $ 105,719 $ 110,094 Due 2041 $ 150,000 (96,292 ) 570 $ 54,278 $ 62,246 Due 2042 $ 150,000 (90,255 ) 382 $ 60,127 $ 57,874 Total $ 575,000 $ (356,658 ) $ 1,782 $ 220,124 $ 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 October 3, 2015 Due 2040 $ 1,547 535 22 198 $ 2,302 Due 2041 $ 844 272 12 92 $ 1,220 Due 2042 $ 844 270 13 105 $ 1,232 Total $ 3,235 $ 1,077 $ 47 $ 395 $ 4,754 September 27, 2014 Due 2040 $ 1,547 495 22 93 $ 2,157 Due 2041 $ 844 251 11 (29 ) $ 1,077 Due 2042 $ 844 251 13 13 $ 1,121 Total $ 3,235 $ 997 $ 46 $ 77 $ 4,355 Interest expense related to the debentures is reflected on the consolidated condensed statements of operations for the nine 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 October 3, 2015 Due 2040 $ 4,641 1,574 66 304 $ 6,585 Due 2041 $ 2,532 800 36 229 $ 3,597 Due 2042 $ 2,532 793 40 144 $ 3,509 Total $ 9,705 $ 3,167 $ 142 $ 677 $ 13,691 September 27, 2014 Due 2040 $ 4,641 1,456 66 62 $ 6,225 Due 2041 $ 2,532 737 35 (35 ) $ 3,269 Due 2042 $ 2,532 737 40 12 $ 3,321 Total $ 9,705 $ 2,930 $ 141 $ 39 $ 12,815 |
Accumulated Other Comprehensi29
Accumulated Other Comprehensive Income (Loss) (Tables) | 9 Months Ended |
Oct. 03, 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 - (57,174 ) (1,424 ) $ (58,598 ) Tax effect - - 498 $ 498 Other comprehensive income (loss) before reclassifications, net of tax - (57,174 ) (926 ) $ (58,100 ) Amounts reclassified out of AOCI 9,548 - (680 ) $ 8,868 Tax effect (3,052 ) - 238 $ (2,814 ) Amounts reclassified out of AOCI, net of tax 6,496 - (442 ) $ 6,054 Net other comprehensive income (loss) $ 6,496 $ (57,174 ) $ (1,368 ) $ (52,046 ) Balance at October 3, 2015 $ (149,264 ) $ 27,529 $ 549 $ (121,186 ) |
Pensions and Other Postretire30
Pensions and Other Postretirement Benefits (Tables) | 9 Months Ended |
Oct. 03, 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 third fiscal quarters of 2015 and 2014 for the Company's defined benefit pension plans: Fiscal quarter ended October 3, 2015 Fiscal quarter ended September 27, 2014 U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans Net service cost $ - $ 812 $ - $ 826 Interest cost 2,915 1,412 3,313 2,149 Expected return on plan assets (3,391 ) (448 ) (3,578 ) (534 ) Amortization of prior service cost (credit) 16 - (23 ) 1 Amortization of losses 2,048 1,278 1,507 677 Curtailment and settlement losses - - 15,588 - Net periodic benefit cost $ 1,588 $ 3,054 $ 16,807 $ 3,119 The following table shows the components of the net periodic pension cost for the nine fiscal months ended October 3, 2015 and September 27, 2014 for the Company's defined benefit pension plans: Nine fiscal months ended October 3, 2015 Nine fiscal months ended September 27, 2014 U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans Net service cost $ - $ 2,467 $ - $ 2,481 Interest cost 8,743 4,263 10,981 6,525 Expected return on plan assets (10,174 ) (1,358 ) (11,694 ) (1,591 ) Amortization of prior service cost (credit) 48 - (69 ) 3 Amortization of losses 6,144 3,859 5,127 2,055 Curtailment and settlement losses - - 15,588 - Net periodic benefit cost $ 4,761 $ 9,231 $ 19,933 $ 9,473 |
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 third fiscal quarters of 2015 and 2014 for the Company's other postretirement benefit plans: Fiscal quarter ended October 3, 2015 Fiscal quarter ended September 27, 2014 U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans Service cost $ 31 $ 69 $ 29 $ 77 Interest cost 83 37 88 61 Amortization of prior service (credit) (209 ) - (206 ) - Amortization of losses (gains) 22 19 (35 ) 9 Net periodic benefit cost $ (73 ) $ 125 $ (124 ) $ 147 The following table shows the components of the net periodic pension cost for the nine fiscal months ended October 3, 2015 and September 27, 2014 for the Company's other postretirement benefit plans: Nine fiscal months ended October 3, 2015 Nine fiscal months ended September 27, 2014 U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans Service cost $ 91 $ 206 $ 87 $ 235 Interest cost 250 110 264 187 Amortization of prior service (credit) (627 ) - (618 ) - Amortization of losses (gains) 67 57 (105 ) 29 Net periodic benefit cost $ (219 ) $ 373 $ (372 ) $ 451 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Oct. 03, 2015 | |
Stock-Based Compensation [Abstract] | |
Summary of recognized stock-based compensation expense | The following table summarizes stock-based compensation expense recognized: Fiscal quarters ended Nine fiscal months ended October 3, 2015 September 27, 2014 October 3, 2015 September 27, 2014 Stock options $ - $ - $ - - Restricted stock units 933 (42 ) 2,771 1,572 Phantom stock units - - 141 131 Total $ 933 $ (42 ) $ 2,912 1,703 |
Schedule of unrecognized compensation cost, nonvested awards | The following table summarizes unrecognized compensation cost and the weighted average remaining amortization periods at October 3, 2015 (amortization periods in years) Unrecognized Compensation Cost Weighted Average Remaining Amortization Periods Stock options $ - 0.0 Restricted stock units 8,547 1.2 Phantom stock units - 0.0 Total $ 8,547 |
Schedule of share-based compensation, restricted stock units award activity | RSU activity under the 2007 Program as of October 3, 2015 and changes during the nine 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 October 3, 2015 1,058 $ 13.21 Expected to vest at October 3, 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 October 3, 2015 and changes during the nine 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 October 3, 2015 131 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Oct. 03, 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 October 3, 2015: Product Sales $ 109,446 $ 123,922 $ 70,008 $ 172,995 $ 83,547 $ 559,918 Royalty Revenues - - - 736 - $ 736 Total Revenue $ 109,446 $ 123,922 $ 70,008 $ 173,731 $ 83,547 $ 560,654 Gross Margin $ 16,795 $ 27,508 $ 22,969 $ 49,843 $ 13,029 $ 130,144 Fiscal quarter ended September 27, 2014: Product Sales $ 121,631 $ 151,444 $ 67,549 $ 189,419 $ 107,105 $ 637,148 Royalty Revenues 28 - - 1,035 - $ 1,063 Total Revenue $ 121,659 $ 151,444 $ 67,549 $ 190,454 $ 107,105 $ 638,211 Gross Margin $ 17,384 $ 36,135 $ 24,585 $ 59,581 $ 20,707 $ 158,392 Nine fiscal months ended October 3, 2015: Product Sales $ 322,553 $ 399,155 $ 211,610 $ 538,173 $ 270,474 $ 1,741,965 Royalty Revenues 11 - - 2,584 - $ 2,595 Total Revenue $ 322,564 $ 399,155 $ 211,610 $ 540,757 $ 270,474 $ 1,744,560 Gross Margin $ 45,261 $ 88,998 $ 69,483 $ 162,034 $ 50,888 $ 416,664 Nine fiscal months ended September 27, 2014: Product Sales $ 358,715 $ 437,944 $ 188,305 $ 569,944 $ 324,360 $ 1,879,268 Royalty Revenues 127 - - 3,123 - $ 3,250 Total Revenue $ 358,842 $ 437,944 $ 188,305 $ 573,067 $ 324,360 $ 1,882,518 Gross Margin $ 48,872 $ 100,606 $ 68,610 $ 181,096 $ 68,584 $ 467,768 |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated | Fiscal quarters ended Nine fiscal months ended October 3, 2015 September 27, 2014 October 3, 2015 September 27, 2014 Operating margin reconciliation: MOSFETs $ 6,839 $ 7,824 $ 16,506 $ 19,804 Diodes 21,628 29,720 70,641 80,908 Optoelectronic Components 17,673 20,571 53,923 56,920 Resistors & Inductors 41,404 50,194 135,399 152,499 Capacitors 7,618 14,482 33,968 49,945 Restructuring and Severance Costs (2,324 ) (3,508 ) (9,394 ) (18,926 ) Impairment of goodwill and long-lived assets (62,980 ) - (62,980 ) - U.S. pension settlement charges - (15,588 ) - (15,588 ) Unallocated Selling, General, and Administrative Expenses (54,013 ) (58,236 ) (170,490 ) (179,608 ) Consolidated Operating Income $ (24,155 ) $ 45,459 $ 67,573 $ 145,954 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Oct. 03, 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 Nine fiscal months ended October 3, 2015 September 27, 2014 October 3, 2015 September 27, 2014 Numerator: Numerator for basic earnings (loss) per share: Net earnings (loss) $ (27,666 ) $ 26,971 $ 29,301 $ 88,423 Adjustment to the numerator for continuing operations and net earnings: Interest savings assuming conversion of dilutive convertible and exchangeable notes, net of tax - 14 50 44 Numerator for diluted earnings (loss) per share: Net earnings (loss) $ (27,666 ) $ 26,985 $ 29,351 $ 88,467 Denominator: Denominator for basic earnings (loss) per share: Weighted average shares 147,570 147,451 147,570 147,447 Outstanding phantom stock units 131 118 130 118 Adjusted weighted average shares 147,701 147,569 147,700 147,565 Effect of dilutive securities: Convertible and exchangeable debt instruments - 7,702 3,692 6,332 Restricted stock units - 267 213 237 Other - 8 2 8 Dilutive potential common shares - 7,977 3,907 6,577 Denominator for diluted earnings (loss) per share: Adjusted weighted average shares 147,701 155,546 151,607 154,142 Basic earnings (loss) per share attributable to Vishay stockholders $ (0.19 ) $ 0.18 $ 0.20 $ 0.60 Diluted earnings (loss) per share attributable to Vishay stockholders $ (0.19 ) $ 0.17 $ 0.19 $ 0.57 |
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 Nine fiscal months ended October 3, 2015 September 27, 2014 October 3, 2015 September 27, 2014 Convertible and exchangeable notes: Convertible Senior Debentures, due 2040 20,364 - 13,537 - Convertible Senior Debentures, due 2041 8,106 7,925 8,063 7,927 Convertible Senior Debentures, due 2042 13,060 - 4,353 - Exchangeable Unsecured Notes, due 2102 2,512 - - - Weighted average employee stock options 105 77 96 77 Weighted average other 1,059 710 768 705 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Oct. 03, 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 October 3, 2015: Assets: Assets held in rabbi trusts $ 38,623 $ 25,064 $ 13,559 $ - Available for sale securities $ 3,971 3,971 - - $ 42,594 $ 29,035 $ 13,559 $ - Liabilities: Embedded derivative - convertible debentures due 2040 $ (830 ) $ - $ - $ (830 ) Embedded derivative - convertible debentures due 2041 $ (570 ) - - (570 ) Embedded derivative - convertible debentures due 2042 $ (382 ) - - (382 ) $ (1,782 ) $ - $ - $ (1,782 ) 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 ) |
Goodwill and Other Intangible35
Goodwill and Other Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 03, 2015 | Dec. 31, 2014 | |
Goodwill [Roll Forward] | ||
Goodwill, Beginning Balance | $ 144,359 | |
Goodwill, Impairment Loss | (5,380) | |
Goodwill, Translation Adjustments | (576) | |
Goodwill, Ending Balance | 138,403 | |
Impairment of Long-Lived Assets Held-for-use | 57,600 | |
Finite-Lived Intangible Assets [Line Items] | ||
Indefinite-Lived Trade Names | 20,359 | $ 20,359 |
Intangible Assets Subject to Amortization | 270,534 | 357,307 |
Accumulated Amortization | (183,115) | (191,053) |
Finite-Lived Intangible Assets, Net, Total | 87,419 | 166,254 |
Intangible Assets, Net (Excluding Goodwill), Total | 107,778 | 186,613 |
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | ||
2,015 | 4,135 | |
2,016 | 15,314 | |
2,017 | 13,162 | |
2,018 | 9,180 | |
2,019 | 5,343 | |
Resistors And Inductors Segment [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill, Beginning Balance | 42,146 | |
Goodwill, Impairment Loss | 0 | |
Goodwill, Translation Adjustments | (592) | |
Goodwill, Ending Balance | $ 41,554 | |
Reporting Unit, Percentage of Fair Value in Excess of Carrying Amount | 200.00% | |
Capacitors Segment [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill, Beginning Balance | $ 5,364 | |
Goodwill, Impairment Loss | (5,380) | |
Goodwill, Translation Adjustments | 16 | |
Goodwill, Ending Balance | 0 | |
Optoelectronic Components Segment [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill, Beginning Balance | 96,849 | |
Goodwill, Impairment Loss | 0 | |
Goodwill, Translation Adjustments | 0 | |
Goodwill, Ending Balance | $ 96,849 | |
Reporting Unit, Percentage of Fair Value in Excess of Carrying Amount | 130.00% | |
Patented Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets Subject to Amortization | $ 93,786 | 108,190 |
Accumulated Amortization | (74,959) | (71,700) |
Computer Software, Intangible Asset [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets Subject to Amortization | 53,197 | 53,369 |
Accumulated Amortization | (46,976) | (45,979) |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets Subject to Amortization | 85,526 | 153,853 |
Accumulated Amortization | (36,359) | (50,630) |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets Subject to Amortization | 35,758 | 39,612 |
Accumulated Amortization | (23,052) | (21,384) |
Noncompete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets Subject to Amortization | 2,267 | 2,283 |
Accumulated Amortization | $ (1,769) | $ (1,360) |
Restructuring and Related Act36
Restructuring and Related Activities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Oct. 03, 2015 | Sep. 27, 2014 | Oct. 03, 2015 | Sep. 27, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Restructuring Reserve [Roll Forward] | ||||||
Restructuring and severance costs | $ 2,324 | $ 3,508 | $ 9,394 | $ 18,926 | ||
Expected Restructuring Costs | 32,000 | 32,000 | ||||
Global Cost Reduction Program [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring Reserve, Current | 5,580 | 5,580 | ||||
Restructuring Reserve [Roll Forward] | ||||||
Restructuring and severance costs | 879 | 0 | 5,580 | 0 | ||
Cash paid | (410) | |||||
Foreign currency translation | (19) | |||||
Balance at end of period | $ 5,151 | 5,151 | ||||
Term of restructuring program | 27 months | |||||
Expected Restructuring Costs | $ 30,000 | 30,000 | ||||
Global Cost Reduction Program [Member] | Diodes Segment [Member] | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Restructuring and severance costs | 48 | |||||
Global Cost Reduction Program [Member] | Resistors And Inductors Segment [Member] | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Restructuring and severance costs | 480 | |||||
Global Cost Reduction Program [Member] | Capacitors Segment [Member] | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Restructuring and severance costs | 4,719 | |||||
Global Cost Reduction Program [Member] | Unallocated Amount to Segment [Member] | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Restructuring and severance costs | 333 | |||||
MOSFETs Enhanced Competitiveness Program [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring Reserve, Current | 10,567 | 10,567 | ||||
Restructuring Reserve [Roll Forward] | ||||||
Restructuring and severance costs | 1,445 | 1,522 | 3,737 | 4,741 | $ 6,025 | $ 2,328 |
Cash paid | (400) | (856) | (267) | |||
Balance at end of period | $ 10,567 | 10,567 | 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 | 1,756 | 1,756 | ||||
Restructuring Reserve [Roll Forward] | ||||||
Restructuring and severance costs | 0 | (94) | 77 | 12,105 | 12,792 | 486 |
Cash paid | (2,761) | (8,054) | (98) | |||
Foreign currency translation | (234) | (455) | 3 | |||
Balance at end of period | 1,756 | 1,756 | 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 | 823 | 823 | ||||
Restructuring Reserve [Roll Forward] | ||||||
Restructuring and severance costs | 0 | $ 2,080 | 0 | $ 2,080 | 2,080 | |
Cash paid | (567) | (464) | ||||
Foreign currency translation | (105) | (121) | ||||
Balance at end of period | $ 823 | 823 | $ 1,495 | |||
Balance at beginning of period | $ 1,495 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Oct. 03, 2015 | Jul. 04, 2015 | Oct. 03, 2015 | Dec. 31, 2014 | |
Income Taxes [Abstract] | ||||
Increase in liabilities for unrecognized tax benefits | $ 130 | |||
Effect on Income Tax Expense (Benefit) [Line Items] | ||||
Borrowings to fund acquisition | $ 53,000 | |||
Cash repatriated during the current period | $ 11,000 | $ 45,000 |
Long-Term Debt (Details)
Long-Term Debt (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Oct. 03, 2015USD ($)$ / shares | Sep. 27, 2014USD ($) | Oct. 03, 2015USD ($)$ / shares | Sep. 27, 2014USD ($) | Dec. 31, 2014USD ($) | |
Debt Instrument [Line Items] | |||||
Long-term debt | $ 431,766 | $ 431,766 | $ 454,922 | ||
Exchangeable unsecured notes, due 2102 | 38,642 | 38,642 | 38,642 | ||
Credit facility | 173,000 | 173,000 | 200,000 | ||
Less current portion | 0 | 0 | 0 | ||
Long-term debt, less current portion | 431,766 | 431,766 | 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 | (356,658) | (356,658) | (359,825) | ||
Embedded derivative | 1,782 | 1,782 | 1,105 | ||
Carrying value of liability component | 220,124 | 220,124 | 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 | 9,705 | $ 9,705 | |
Non-cash amortization of debt discount | 1,077 | 997 | 3,167 | 2,930 | |
Non-cash amortization of deferred financing costs | 47 | 46 | 142 | 141 | |
Non-cash change in value of derivative liability | 395 | 77 | 677 | 39 | |
Total interest expense related to the debentures | 4,754 | 4,355 | 13,691 | 12,815 | |
Convertible Senior Debentures, Due 2040 [Member] | |||||
Debt Instrument [Line Items] | |||||
Convertible Debt, Noncurrent | 105,719 | $ 105,719 | 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 | $ 17.49 | ||||
Debt conversion rate | 74.3326 | ||||
Debt effective conversion price | $ / shares | $ 13.45 | $ 13.45 | |||
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 | (170,111) | (170,111) | (171,685) | ||
Embedded derivative | 830 | 830 | 526 | ||
Carrying value of liability component | 105,719 | 105,719 | 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 | 4,641 | 4,641 | |
Non-cash amortization of debt discount | 535 | 495 | 1,574 | 1,456 | |
Non-cash amortization of deferred financing costs | 22 | 22 | 66 | 66 | |
Non-cash change in value of derivative liability | 198 | 93 | 304 | 62 | |
Total interest expense related to the debentures | 2,302 | 2,157 | 6,585 | 6,225 | |
Convertible Senior Debentures, Due 2041 [Member] | |||||
Debt Instrument [Line Items] | |||||
Convertible Debt, Noncurrent | 54,278 | $ 54,278 | 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 | $ 23.97 | ||||
Debt conversion rate | 54.2441 | ||||
Debt effective conversion price | $ / shares | $ 18.44 | $ 18.44 | |||
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 | (96,292) | (96,292) | (97,092) | ||
Embedded derivative | 570 | 570 | 341 | ||
Carrying value of liability component | 54,278 | 54,278 | 53,249 | ||
Equity component - net carrying value | 62,246 | 62,246 | 62,246 | ||
Interest expense related to debentures [Abstract] | |||||
Contractual coupon interest | 844 | 844 | 2,532 | 2,532 | |
Non-cash amortization of debt discount | 272 | 251 | 800 | 737 | |
Non-cash amortization of deferred financing costs | 12 | 11 | 36 | 35 | |
Non-cash change in value of derivative liability | 92 | (29) | 229 | (35) | |
Total interest expense related to the debentures | 1,220 | 1,077 | 3,597 | 3,269 | |
Convertible Senior Debentures, Due 2042 [Member] | |||||
Debt Instrument [Line Items] | |||||
Convertible Debt, Noncurrent | 60,127 | $ 60,127 | 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 | $ 14.87 | ||||
Debt conversion rate | 87.3974 | ||||
Debt effective conversion price | $ / shares | $ 11.44 | $ 11.44 | |||
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 | (90,255) | (90,255) | (91,048) | ||
Embedded derivative | 382 | 382 | 238 | ||
Carrying value of liability component | 60,127 | 60,127 | 59,190 | ||
Equity component - net carrying value | 57,874 | 57,874 | $ 57,874 | ||
Interest expense related to debentures [Abstract] | |||||
Contractual coupon interest | 844 | 844 | 2,532 | 2,532 | |
Non-cash amortization of debt discount | 270 | 251 | 793 | 737 | |
Non-cash amortization of deferred financing costs | 13 | 13 | 40 | 40 | |
Non-cash change in value of derivative liability | 105 | 13 | 144 | 12 | |
Total interest expense related to the debentures | $ 1,232 | $ 1,121 | $ 3,509 | $ 3,321 |
Other Income (Expense) (Details
Other Income (Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 03, 2015 | Sep. 27, 2014 | Oct. 03, 2015 | Sep. 27, 2014 | |
Other Income (Expense) [Abstract] | ||||
Other Income (expense) | $ 3,240 | $ (474) | $ 7,860 | $ 1,046 |
Insurance receivable | 4,295 | 4,295 | ||
Loss related to Tianjin explosion | 5,350 | $ 0 | 5,350 | $ 0 |
Estimate of Loss | $ 9,645 | $ 9,645 |
Accumulated Other Comprehensi40
Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 03, 2015 | Sep. 27, 2014 | Oct. 03, 2015 | Sep. 27, 2014 | |
Accumulated Other Comprehensive Income | ||||
Beginning Balance | $ (69,140) | |||
Other comprehensive income before reclassifications | (58,598) | |||
Tax effect | 498 | |||
Other comprehensive income before reclassifications, net of tax | (58,100) | |||
Amounts reclassified out of AOCI | 8,868 | |||
Tax effect | (2,814) | |||
Amounts reclassified out of AOCI, net of tax | 6,054 | |||
Net other comprehensive income | $ 5,714 | $ (45,179) | (52,046) | $ (49,570) |
Ending Balance | (121,186) | (121,186) | ||
Unrealized Gain (Loss) on Available-for-Sale Securities [Member] | ||||
Accumulated Other Comprehensive Income | ||||
Beginning Balance | 1,917 | |||
Other comprehensive income before reclassifications | (1,424) | |||
Tax effect | 498 | |||
Other comprehensive income before reclassifications, net of tax | (926) | |||
Amounts reclassified out of AOCI | (680) | |||
Tax effect | 238 | |||
Amounts reclassified out of AOCI, net of tax | (442) | |||
Net other comprehensive income | (1,368) | |||
Ending Balance | 549 | 549 | ||
Currency Translation Adjustment [Member] | ||||
Accumulated Other Comprehensive Income | ||||
Beginning Balance | 84,703 | |||
Other comprehensive income before reclassifications | (57,174) | |||
Tax effect | 0 | |||
Other comprehensive income before reclassifications, net of tax | (57,174) | |||
Amounts reclassified out of AOCI | 0 | |||
Tax effect | 0 | |||
Amounts reclassified out of AOCI, net of tax | 0 | |||
Net other comprehensive income | (57,174) | |||
Ending Balance | 27,529 | 27,529 | ||
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 | 9,548 | |||
Tax effect | (3,052) | |||
Amounts reclassified out of AOCI, net of tax | 6,496 | |||
Net other comprehensive income | 6,496 | |||
Ending Balance | (149,264) | (149,264) | ||
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 Postretire41
Pensions and Other Postretirement Benefits (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 03, 2015 | Sep. 27, 2014 | Oct. 03, 2015 | Sep. 27, 2014 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Curtailments and settlements | $ 0 | $ 15,588 | $ 0 | $ 15,588 |
Defined Benefit Plan, Settlements, Benefit Obligation | $ 59,400 | |||
Number of pension plan participants for whom annuity contracts were purchased | 700 | |||
Participants who accepted voluntary lump-sum offer | 800 | |||
Reduction of plan participants | 1,500 | |||
Percentage of total participants | 23.00% | |||
Non-U.S. Plans [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Net service cost | 812 | $ 826 | 2,467 | 2,481 |
Interest cost | 1,412 | 2,149 | 4,263 | 6,525 |
Expected return on plan assets | (448) | (534) | (1,358) | (1,591) |
Amortization of prior service cost (credit) | 0 | 1 | 0 | 3 |
Amortization of losses (gains) | 1,278 | 677 | 3,859 | 2,055 |
Curtailments and settlements | 0 | 0 | 0 | 0 |
Net periodic benefit cost | 3,054 | 3,119 | 9,231 | 9,473 |
U.S. Plans [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Net service cost | 0 | 0 | 0 | 0 |
Interest cost | 2,915 | 3,313 | 8,743 | 10,981 |
Expected return on plan assets | (3,391) | (3,578) | (10,174) | (11,694) |
Amortization of prior service cost (credit) | 16 | (23) | 48 | (69) |
Amortization of losses (gains) | 2,048 | 1,507 | 6,144 | 5,127 |
Curtailments and settlements | 0 | 15,588 | 0 | 15,588 |
Net periodic benefit cost | 1,588 | 16,807 | 4,761 | 19,933 |
United States Postretirement Benefit Plans of US Entity, Defined Benefit [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Net service cost | 31 | 29 | 91 | 87 |
Interest cost | 83 | 88 | 250 | 264 |
Amortization of prior service cost (credit) | (209) | (206) | (627) | (618) |
Amortization of losses (gains) | 22 | (35) | 67 | (105) |
Net periodic benefit cost | (73) | (124) | (219) | (372) |
Foreign Postretirement Benefit Plans, Defined Benefit [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Net service cost | 69 | 77 | 206 | 235 |
Interest cost | 37 | 61 | 110 | 187 |
Amortization of prior service cost (credit) | 0 | 0 | 0 | 0 |
Amortization of losses (gains) | 19 | 9 | 57 | 29 |
Net periodic benefit cost | 125 | $ 147 | $ 373 | $ 451 |
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 | 9 Months Ended | ||||
Oct. 03, 2015 | Sep. 27, 2014 | Oct. 03, 2015 | Sep. 27, 2014 | Oct. 03, 2015 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation expense recognized | $ 933 | $ (42) | $ 2,912 | $ 1,703 | ||
Unrecognized Compensation Cost | $ 8,547 | |||||
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 6 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 | $ 15.38 | |||
Share-based compensation arrangement by share-based payment award, options, non-vested, outstanding (in shares) | 0 | |||||
Stock price (in dollars per share) | $ 9.81 | |||||
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 | 0 years | |||||
Restricted Stock Units (RSUs) [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation expense recognized | $ 933 | (42) | $ 2,771 | 1,572 | ||
Unrecognized Compensation Cost | $ 8,547 | |||||
Weighted Average Remaining Amortization Periods | 1 year 2 months 12 days | |||||
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 (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 | 1,058,000 | |||
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 | 0 years | |||||
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 | 131,000 | |||
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 (in shares) | 0 | |||||
Not expected to vest (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 | 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 (in shares) | 192,000 | |||||
Not expected to vest (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 | 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 (in shares) | 202,000 | |||||
Not expected to vest (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 | 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 | 9 Months Ended | ||
Oct. 03, 2015USD ($) | Sep. 27, 2014USD ($) | Oct. 03, 2015USD ($)Segment | Sep. 27, 2014USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of reportable segments | Segment | 5 | |||
Product Sales | $ 559,918 | $ 637,148 | $ 1,741,965 | $ 1,879,268 |
Royalty Revenues | 736 | 1,063 | 2,595 | 3,250 |
Total Revenue | 560,654 | 638,211 | 1,744,560 | 1,882,518 |
Gross Margin | 130,144 | 158,392 | 416,664 | 467,768 |
U.S. pension settlement charges | 0 | (15,588) | 0 | (15,588) |
Segment Operating Income | (24,155) | 45,459 | 67,573 | 145,954 |
Restructuring and severance Costs | (2,324) | (3,508) | (9,394) | (18,926) |
Impairment of goodwill and long-lived assets | (62,980) | 0 | (62,980) | 0 |
MOSFETS Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Product Sales | 109,446 | 121,631 | 322,553 | 358,715 |
Royalty Revenues | 0 | 28 | 11 | 127 |
Total Revenue | 109,446 | 121,659 | 322,564 | 358,842 |
Gross Margin | 16,795 | 17,384 | 45,261 | 48,872 |
Diodes Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Product Sales | 123,922 | 151,444 | 399,155 | 437,944 |
Royalty Revenues | 0 | 0 | 0 | 0 |
Total Revenue | 123,922 | 151,444 | 399,155 | 437,944 |
Gross Margin | 27,508 | 36,135 | 88,998 | 100,606 |
Optoelectronic Components Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Product Sales | 70,008 | 67,549 | 211,610 | 188,305 |
Royalty Revenues | 0 | 0 | 0 | 0 |
Total Revenue | 70,008 | 67,549 | 211,610 | 188,305 |
Gross Margin | 22,969 | 24,585 | 69,483 | 68,610 |
Resistors And Inductors Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Product Sales | 172,995 | 189,419 | 538,173 | 569,944 |
Royalty Revenues | 736 | 1,035 | 2,584 | 3,123 |
Total Revenue | 173,731 | 190,454 | 540,757 | 573,067 |
Gross Margin | 49,843 | 59,581 | 162,034 | 181,096 |
Capacitors Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Product Sales | 83,547 | 107,105 | 270,474 | 324,360 |
Royalty Revenues | 0 | 0 | 0 | 0 |
Total Revenue | 83,547 | 107,105 | 270,474 | 324,360 |
Gross Margin | 13,029 | 20,707 | 50,888 | 68,584 |
Operating Segments [Member] | MOSFETS Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Segment Operating Income | 6,839 | 7,824 | 16,506 | 19,804 |
Operating Segments [Member] | Diodes Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Segment Operating Income | 21,628 | 29,720 | 70,641 | 80,908 |
Operating Segments [Member] | Optoelectronic Components Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Segment Operating Income | 17,673 | 20,571 | 53,923 | 56,920 |
Operating Segments [Member] | Resistors And Inductors Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Segment Operating Income | 41,404 | 50,194 | 135,399 | 152,499 |
Operating Segments [Member] | Capacitors Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Segment Operating Income | 7,618 | 14,482 | 33,968 | 49,945 |
Unallocated Amount to Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
U.S. pension settlement charges | 0 | (15,588) | 0 | (15,588) |
Restructuring and severance Costs | (2,324) | (3,508) | (9,394) | (18,926) |
Impairment of goodwill and long-lived assets | (62,980) | 0 | (62,980) | 0 |
Unallocated Amount to Segment [Member] | Unallocated Amount to Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Segment Operating Income | $ (54,013) | $ (58,236) | $ (170,490) | $ (179,608) |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 03, 2015 | Sep. 27, 2014 | Oct. 03, 2015 | Sep. 27, 2014 | |
Numerator for basic earnings per share: | ||||
Net earnings | $ (27,666) | $ 26,971 | $ 29,301 | $ 88,423 |
Adjustment to the numerator for continuing operations and net earnings: | ||||
Interest savings assuming conversion of dilutive convertible and exchangeable notes, net of tax | 0 | 14 | 50 | 44 |
Numerator for diluted earnings per share: | ||||
Net earnings | $ (27,666) | $ 26,985 | $ 29,351 | $ 88,467 |
Denominator for basic earnings per share: | ||||
Weighted average shares | 147,570 | 147,451 | 147,570 | 147,447 |
Outstanding phantom stock units | 131 | 118 | 130 | 118 |
Adjusted weighted average shares (basic) | 147,701 | 147,569 | 147,700 | 147,565 |
Effect of dilutive securities: | ||||
Convertible and exchangeable debt instruments | 0 | 7,702 | 3,692 | 6,332 |
Restricted stock units | 0 | 267 | 213 | 237 |
Other | 0 | 8 | 2 | 8 |
Dilutive potential common shares | 0 | 7,977 | 3,907 | 6,577 |
Denominator for diluted earnings per share: | ||||
Adjusted weighted average shares (diluted) | 147,701 | 155,546 | 151,607 | 154,142 |
Basic earnings per share attributable to Vishay stockholders (in dollars per share) | $ (0.19) | $ 0.18 | $ 0.20 | $ 0.60 |
Diluted earnings per share attributable to Vishay stockholders (in dollars per share) | $ (0.19) | $ 0.17 | $ 0.19 | $ 0.57 |
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) | 20,364 | 0 | 13,537 | 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) | $ 13.45 | $ 13.45 | ||
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) | 8,106 | 7,925 | 8,063 | 7,927 |
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) | $ 18.44 | $ 18.44 | ||
Convertible Senior Debentures, Due 2042 [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount (in shares) | 13,060 | 0 | 4,353 | 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) | $ 11.44 | $ 11.44 | ||
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 | 96 | 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) | 1,059 | 710 | 768 | 705 |
Exchangeable Unsecured Notes, Due 2102 [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount (in shares) | 2,512 | 0 | 0 | 0 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 03, 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 | |
Liabilities: | ||
Embedded derivative | (1,782) | $ (1,105) |
Long-term Debt, Fair Value | 665,000 | 853,500 |
Carrying value of long-term debt, excluding derivative liabilities | 429,984 | 453,817 |
Derivative, Notional Amount | $ 29,000 | |
Derivative, Description of Terms | The Company enters into forward contracts with a highly-rated financial institution to mitigate the foreign currency risk associated with intercompany loans denominated in a currency other than the legal entity's functional currency. The notional amount of the forward contracts were $29,000 as of October 3, 2015. The forward contracts settle monthly and are expected to be renewed at the Company's discretion on a monthly basis until the intercompany loans are repaid. The forward contracts were renewed on the last day of the third fiscal quarter. We have not designated the forward contracts as hedges for accounting purposes, and as such the change in the fair value of the contracts are recognized in the consolidated condensed statements of operations as a component of other income (expense). | |
Capella [Member] | ||
Assets: | ||
Long-lived assets held and used, carrying value | $ 68,500 | |
Fair Value, Measurements, Recurring [Member] | ||
Assets: | ||
Assets held in rabbi trusts | 38,623 | 40,270 |
Available for sale securities | 3,971 | 15,432 |
Fair Value Assets | 42,594 | 55,702 |
Liabilities: | ||
Fair Value Liabilities | (1,782) | (1,105) |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Assets: | ||
Assets held in rabbi trusts | 25,064 | 26,853 |
Available for sale securities | 3,971 | 4,439 |
Fair Value Assets | 29,035 | 31,292 |
Liabilities: | ||
Fair Value Liabilities | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Assets: | ||
Assets held in rabbi trusts | 13,559 | 13,417 |
Available for sale securities | 0 | 10,993 |
Fair Value Assets | 13,559 | 24,410 |
Liabilities: | ||
Fair Value Liabilities | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Assets: | ||
Assets held in rabbi trusts | 0 | 0 |
Available for sale securities | 0 | 0 |
Fair Value Assets | 0 | 0 |
Liabilities: | ||
Fair Value Liabilities | (1,782) | (1,105) |
Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Nonrecurring [Member] | Capella [Member] | ||
Assets: | ||
Long-lived assets held and used, Fair value disclosure | 10,900 | |
Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Nonrecurring [Member] | Capacitors Segment [Member] | ||
Assets: | ||
Goodwill, Fair Value Disclosure | 0 | |
Convertible Senior Debentures, Due 2040 [Member] | ||
Liabilities: | ||
Embedded derivative | (830) | (526) |
Convertible Senior Debentures, Due 2040 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Liabilities: | ||
Embedded derivative | (830) | (526) |
Convertible Senior Debentures, Due 2040 [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Liabilities: | ||
Embedded derivative | 0 | 0 |
Convertible Senior Debentures, Due 2040 [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Liabilities: | ||
Embedded derivative | 0 | 0 |
Convertible Senior Debentures, Due 2040 [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Liabilities: | ||
Embedded derivative | (830) | (526) |
Convertible Senior Debentures, Due 2041 [Member] | ||
Liabilities: | ||
Embedded derivative | (570) | (341) |
Convertible Senior Debentures, Due 2041 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Liabilities: | ||
Embedded derivative | (570) | (341) |
Convertible Senior Debentures, Due 2041 [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Liabilities: | ||
Embedded derivative | 0 | 0 |
Convertible Senior Debentures, Due 2041 [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Liabilities: | ||
Embedded derivative | 0 | 0 |
Convertible Senior Debentures, Due 2041 [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Liabilities: | ||
Embedded derivative | (570) | (341) |
Convertible Senior Debentures, Due 2042 [Member] | ||
Liabilities: | ||
Embedded derivative | (382) | (238) |
Convertible Senior Debentures, Due 2042 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Liabilities: | ||
Embedded derivative | (382) | (238) |
Convertible Senior Debentures, Due 2042 [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Liabilities: | ||
Embedded derivative | 0 | 0 |
Convertible Senior Debentures, Due 2042 [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Liabilities: | ||
Embedded derivative | 0 | 0 |
Convertible Senior Debentures, Due 2042 [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Liabilities: | ||
Embedded derivative | $ (382) | $ (238) |