Long-Term Debt | Note 4 – Long-Term Debt Long-term debt consists of the following: April 1, 2017 December 31, 2016 Credit facility $ 163,000 $ 143,000 Convertible senior debentures, due 2040 108,697 108,120 Convertible senior debentures, due 2041 55,752 55,442 Convertible senior debentures, due 2042 61,638 61,341 Deferred financing costs (10,435 ) (10,880 ) 378,652 357,023 Less current portion - - $ 378,652 $ 357,023 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 March 29, 2017 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 March 10, 2017 (per $1 principal amount) 76.4157 55.7641 89.8466 Effective conversion price effective March 10, 2017 (per share) $ 13.09 $ 17.93 $ 11.13 130% of the conversion price (per share) $ 17.02 $ 23.31 $ 14.47 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. The convertible debentures due 2042 became convertible subsequent to the December 31, 2016 evaluation of the conversion criteria and remain convertible subsequent to the April 1, 2017 evaluation, due to the sale price of Vishay's common stock exceeding 130% of the conversion price for the applicable periods in the fourth fiscal quarter of 2016 and first fiscal quarter of 2017. The debentures due 2042 will remain convertible until July 1, 2017, at which time the conversion criteria will be reevaluated. At the direction of its Board of Directors, the Company intends, upon future conversion of any of the convertible senior debentures, to repay the principal amounts of the convertible senior debentures in cash and settle any additional amounts in shares of Vishay common stock. The excess of the amount that the Company would pay to the holders of the debentures due 2042 upon conversion over the carrying value of the liability component of the debentures currently convertible has been reclassified as temporary equity on the consolidated condensed financial statements. The Company intends to finance the principal amount of any converted debentures using borrowings under its credit facility. Accordingly, the debt component of the convertible debentures due 2042 continues to be classified as a non-current liability on the consolidated condensed balance sheets. 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 (including temporary equity) - net carrying value April 1, 2017 Due 2040 $ 275,000 (166,671 ) 368 $ 108,697 $ 110,094 Due 2041 $ 150,000 (94,535 ) 287 $ 55,752 $ 62,246 Due 2042 $ 150,000 (88,534 ) 172 $ 61,638 $ 57,874 Total $ 575,000 $ (349,740 ) $ 827 $ 226,087 $ 230,214 December 31, 2016 Due 2040 $ 275,000 (167,273 ) 393 $ 108,120 $ 110,094 Due 2041 $ 150,000 (94,843 ) 285 $ 55,442 $ 62,246 Due 2042 $ 150,000 (88,835 ) 176 $ 61,341 $ 57,874 Total $ 575,000 $ (350,951 ) $ 854 $ 224,903 $ 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 April 1, 2017 Due 2040 $ 1,547 602 22 (25 ) $ 2,146 Due 2041 $ 844 308 12 2 $ 1,166 Due 2042 $ 844 301 13 (4 ) $ 1,154 Total $ 3,235 $ 1,211 $ 47 $ (27 ) $ 4,466 April 2, 2016 Due 2040 $ 1,547 556 22 6 $ 2,131 Due 2041 $ 844 284 11 38 $ 1,177 Due 2042 $ 844 280 13 (17 ) $ 1,120 Total $ 3,235 $ 1,120 $ 46 $ 27 $ 4,428 |