Document and Entity Information
Document and Entity Information - USD ($) | 9 Months Ended | ||
Sep. 30, 2017 | Oct. 23, 2017 | Jul. 01, 2017 | |
Entity Information [Line Items] | |||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | Q3 | ||
Document Type | 10-Q | ||
Amendment Flag | false | ||
Document Period End Date | Sep. 30, 2017 | ||
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 | $ 2,237,000,000 | ||
Common Stock [Member] | |||
Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 131,874,587 | ||
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 | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 575,385 | $ 471,781 |
Short-term investments | 668,185 | 626,627 |
Accounts receivable, net | 329,422 | 274,027 |
Inventories: | ||
Finished goods | 131,367 | 109,075 |
Work in process | 178,173 | 162,311 |
Raw materials | 128,036 | 109,859 |
Total inventories | 437,576 | 381,245 |
Prepaid expenses and other current assets | 112,394 | 110,792 |
Total current assets | 2,122,962 | 1,864,472 |
Property and equipment, at cost: | ||
Land | 91,905 | 89,753 |
Buildings and improvements | 595,628 | 570,932 |
Machinery and equipment | 2,399,972 | 2,283,222 |
Construction in progress | 63,766 | 71,777 |
Allowance for depreciation | (2,298,431) | (2,166,813) |
Property, Plant and Equipment, Net, Total | 852,840 | 848,871 |
Goodwill | 142,545 | 141,407 |
Other intangible assets, net | 73,154 | 84,463 |
Other assets | 142,753 | 138,588 |
Total assets | 3,334,254 | 3,077,801 |
Current liabilities: | ||
Notes payable to banks | 25 | 3 |
Trade accounts payable | 181,988 | 174,107 |
Payroll and related expenses | 138,616 | 114,576 |
Other accrued expenses | 151,883 | 149,131 |
Income taxes | 18,085 | 19,033 |
Total current liabilities | 490,597 | 456,850 |
Long-term debt less current portion | 356,938 | 357,023 |
Deferred income taxes | 289,526 | 286,797 |
Other liabilities | 67,712 | 59,725 |
Accrued pension and other postretirement costs | 273,851 | 257,789 |
Total liabilities | 1,478,624 | 1,418,184 |
Redeemable convertible debentures | 252,889 | 88,659 |
Vishay stockholders' equity | ||
Common stock | 13,200 | 13,385 |
Class B convertible common stock | 1,213 | 1,213 |
Capital in excess of par value | 1,753,369 | 1,952,988 |
(Accumulated deficit) retained earnings | (177,075) | (307,417) |
Accumulated other comprehensive income (loss) | 10,158 | (94,652) |
Total Vishay stockholders' equity | 1,600,865 | 1,565,517 |
Noncontrolling interests | 1,876 | 5,441 |
Total equity | 1,602,741 | 1,570,958 |
Total liabilities, temporary equity, and equity | $ 3,334,254 | $ 3,077,801 |
Consolidated Condensed Statemen
Consolidated Condensed Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Oct. 01, 2016 | Sep. 30, 2017 | Oct. 01, 2016 | |
Consolidated Condensed Statements of Operations [Abstract] | ||||
Net revenues | $ 677,883 | $ 591,955 | $ 1,929,033 | $ 1,752,612 |
Costs of products sold | 488,610 | 438,054 | 1,405,922 | 1,315,274 |
Gross profit | 189,273 | 153,901 | 523,111 | 437,338 |
Selling, general, and administrative expenses | 93,701 | 93,916 | 278,865 | 276,455 |
Restructuring and severance costs | 3,244 | 1,197 | 5,194 | 12,139 |
Impairment of Intangible Assets | 0 | 1,559 | 0 | 1,559 |
Operating income | 92,328 | 57,229 | 239,052 | 147,185 |
Other income (expense): | ||||
Interest expense | (6,938) | (6,165) | (20,804) | (18,901) |
Other | 798 | (380) | 1,151 | 2,655 |
Gain on early extinguishment of debt | 0 | 4,597 | ||
Loss on disposal of equity affiliate | (7,060) | 0 | ||
Nonoperating Income (Expense), Total | (6,140) | (6,545) | (26,713) | (11,649) |
Income before taxes | 86,188 | 50,684 | 212,339 | 135,536 |
Income tax expense | 21,605 | 14,088 | 54,398 | 37,559 |
Net earnings | 64,583 | 36,596 | 157,941 | 97,977 |
Less: net earnings attributable to noncontrolling interests | 179 | 156 | 628 | 437 |
Net earnings attributable to Vishay stockholders | $ 64,404 | $ 36,440 | $ 157,313 | $ 97,540 |
Basic earnings per share attributable to Vishay stockholders | $ 0.44 | $ 0.25 | $ 1.08 | $ 0.66 |
Diluted earnings per share attributable to Vishay stockholders | $ 0.41 | $ 0.24 | $ 1.01 | $ 0.65 |
Weighted average shares outstanding - basic | 145,728 | 146,924 | 146,128 | 147,470 |
Weighted average shares outstanding - diluted | 156,701 | 149,894 | 155,626 | 150,125 |
Cash dividends per share | $ 0.0625 | $ 0.0625 | $ 0.1875 | $ 0.1875 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Oct. 01, 2016 | Sep. 30, 2017 | Oct. 01, 2016 | |
Consolidated Statements of Comprehensive Income [Abstract] | ||||
Net earnings | $ 64,583 | $ 36,596 | $ 157,941 | $ 97,977 |
Other comprehensive income (loss), net of tax | ||||
Pension and postretirement actuarial items | 1,292 | 1,923 | 4,843 | 5,448 |
Foreign currency translation adjustment | 28,149 | 8,585 | 98,965 | 18,633 |
Unrealized gain (loss) on available-for-sale securities | 220 | 318 | 1,002 | 1,664 |
Other comprehensive income (loss) | 29,661 | 10,826 | 104,810 | 25,745 |
Comprehensive income (loss) | 94,244 | 47,422 | 262,751 | 123,722 |
Less: comprehensive income attributable to noncontrolling interests | 179 | 156 | 628 | 437 |
Comprehensive income (loss) attributable to Vishay stockholders | $ 94,065 | $ 47,266 | $ 262,123 | $ 123,285 |
Consolidated Condensed Stateme5
Consolidated Condensed Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Oct. 01, 2016 | |
Operating activities | ||
Net earnings | $ 157,941 | $ 97,977 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | ||
Depreciation and amortization | 121,319 | 119,143 |
(Gain) loss on disposal of property and equipment | (106) | (1,373) |
Accretion of interest on convertible debentures | 3,703 | 3,425 |
Inventory write-offs for obsolescence | 12,157 | 17,085 |
Impairment of goodwill and long-lived assets | 0 | 1,559 |
Deferred income taxes | 9,115 | (1,750) |
Non-cash loss on disposal of equity affiliate | 7,060 | 0 |
Gain on early extinguishment of debt | 0 | (4,597) |
Other | 6,531 | (4,944) |
Net change in operating assets and liabilities, net of effects of businesses acquired | (71,875) | (13,455) |
Net cash provided by operating activities | 245,845 | 213,070 |
Investing activities | ||
Capital expenditures | (84,790) | (81,346) |
Proceeds from sale of property and equipment | 1,484 | 1,241 |
Purchase of short-term investments | (598,937) | (472,938) |
Maturity of short-term investments | 610,573 | 491,867 |
Other investing activities | (6,663) | 2,886 |
Net cash provided by (used in) investing activities | (78,333) | (58,290) |
Financing activities | ||
Principal payments on long-term debt and capital leases | 0 | (34,044) |
Net proceeds (payments) on revolving credit lines | (5,000) | (41,000) |
Common stock repurchase | (37,564) | (16,981) |
Net changes in short-term borrowings | 22 | (626) |
Proceeds from stock options exercised | 1,260 | 0 |
Distributions to noncontrolling interests | (1,140) | (707) |
Acquisition of noncontrolling interests | (4,100) | 0 |
Cash withholding taxes paid when shares withheld for vested equity awards | (1,971) | (442) |
Other financing activities | (1,255) | 0 |
Net cash provided by (used in) financing activities | (77,076) | (121,403) |
Effect of exchange rate changes on cash and cash equivalents | 13,168 | 2,703 |
Net increase (decrease) in cash and cash equivalents | 103,604 | 36,080 |
Cash and cash equivalents at beginning of period | 471,781 | 475,507 |
Cash and cash equivalents at end of period | 575,385 | 511,587 |
Common Stock [Member] | ||
Financing activities | ||
Dividends and Interest Paid | (25,054) | (25,329) |
Class B Convertible Common Stock [Member] | ||
Financing activities | ||
Dividends and Interest Paid | $ (2,274) | $ (2,274) |
Consolidated Condensed Stateme6
Consolidated Condensed Statement of Equity - 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 |
Cumulative effect of accounting change for adoption of ASU | $ 0 | $ 0 | $ 0 | $ 386 | $ 0 | $ 386 | $ 0 | $ 386 |
Balance at Dec. 31, 2016 | 13,385 | 1,213 | 1,952,988 | (307,417) | (94,652) | 1,565,517 | 5,441 | 1,570,958 |
Net earnings | 0 | 0 | 0 | 157,313 | 0 | 157,313 | 628 | 157,941 |
Other comprehensive income (loss) | 0 | 0 | 0 | 0 | 104,810 | 104,810 | 0 | 104,810 |
Distributions to noncontrolling interests | 0 | 0 | 0 | 0 | 0 | 0 | (1,140) | (1,140) |
Acquisition of noncontrolling interests | 0 | 0 | (1,047) | 0 | 0 | (1,047) | (3,053) | (4,100) |
Share repurchase | (213) | 0 | (37,351) | 0 | 0 | (37,564) | 0 | (37,564) |
Temporary equity reclassification | 0 | 0 | (164,230) | 0 | 0 | (164,230) | 0 | (164,230) |
Restricted stock issuances | 20 | 0 | (1,991) | 0 | 0 | (1,971) | 0 | (1,971) |
Dividends declared | 0 | 0 | 29 | (27,357) | 0 | (27,328) | 0 | (27,328) |
Stock compensation expense | 0 | 0 | 3,719 | 0 | 0 | 3,719 | 0 | 3,719 |
Stock options exercised | 8 | 0 | 1,252 | 0 | 0 | 1,260 | 0 | 1,260 |
Balance at Sep. 30, 2017 | $ 13,200 | $ 1,213 | $ 1,753,369 | $ (177,075) | $ 10,158 | $ 1,600,865 | $ 1,876 | $ 1,602,741 |
Consolidated Condensed Stateme7
Consolidated Condensed Statement of Equity (Parenthetical) | 9 Months Ended |
Sep. 30, 2017$ / sharesshares | |
Consolidated Condensed Statement of Equity [Abstract] | |
Restricted stock issuances (in shares) | 200,688 |
Stock repurchase (in shares) | 2,127,183 |
Stock options exercised (in shares) | 77,334 |
Common Stock, Dividends, Per Share, Cash Paid | $ / shares | $ 0.1875 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2017 | |
Basis of Presentation [Abstract] | |
Basis of Presentation | Note 1 – Basis of Presentation The accompanying unaudited consolidated condensed financial statements of Vishay Intertechnology, Inc. ("Vishay" or the "Company") have been prepared in accordance with the instructions to Form 10-Q and therefore do not include all information and footnotes necessary for presentation of financial position, results of operations, and cash flows required by accounting principles generally accepted in the United States ("GAAP") for complete financial statements. The information furnished reflects all normal recurring adjustments which are, in the opinion of management, necessary for a fair summary of the financial position, results of operations, and cash flows for the interim periods presented. The financial statements should be read in conjunction with the consolidated financial statements filed with the Company's Annual Report on Form 10-K for the year ended December 31, 2016. The results of operations for the fiscal quarter and nine fiscal months ended September 30, 2017 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 2017 end on April 1, 2017, July 1, 2017, September 30, 2017, and December 31, 2017, respectively. The four fiscal quarters in 2016 ended on April 2, 2016, July 2, 2016, October 1, 2016, and December 31, 2016, respectively. Recently Adopted Accounting Guidance In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting Recently Issued Accounting Guidance In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Reclassifications In addition to the changes due to the retrospective adoption of certain aspects of new accounting guidance described above, certain prior period amounts have been reclassified to conform to the current financial statement presentation. |
Restructuring and Related Activ
Restructuring and Related Activities | 9 Months Ended |
Sep. 30, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Activities | Note 2 – Restructuring and Related Activities The Company places a strong emphasis on controlling its costs and combats general price inflation by continuously improving its efficiency and operating performance. When the ongoing cost containment activities are not adequate, the Company takes actions to maintain its cost competitiveness. The Company incurred significant restructuring costs in its past to reduce its cost structure. Historically, the Company's primary cost reduction technique was through the transfer of production from high-labor-cost countries to lower-labor-cost countries. Since 2013, the Company's cost reduction programs have primarily focused on reducing fixed costs, including selling, general, and administrative expenses. In 2013, the Company announced various cost reduction programs. These programs were substantially implemented by the end of the first fiscal quarter of 2016, with some additional costs incurred in the remainder of 2016. Many of the severance costs were recognized ratably over the required stay periods. In November 2016, the Company announced an extension of one of these programs. In 2015, the Company announced additional global cost reduction programs. These programs include a facility closure in the Netherlands. 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 condensed statements of operations: Fiscal quarters ended Nine fiscal months ended September 30, 2017 October 1, 2016 September 30, 2017 October 1, 2016 MOSFETs Enhanced Competitiveness Program $ 2,463 $ 675 $ 2,911 $ 5,700 Global Cost Reduction Programs 781 986 2,283 6,903 Modules Production Transfer Program - (464 ) - (464 ) Total $ 3,244 $ 1,197 $ 5,194 $ 12,139 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 was transferred into a more cost-efficient fab. As a consequence, certain other manufacturing previously occurring in-house was transferred to third-party foundries. This transfer of production was substantially completed by the end of the first fiscal quarter of 2016. Employees generally were required to remain with the Company during the production transfer period. Accordingly, the Company accrued these severance costs ratably over the respective employees' remaining service periods. The Company has incurred and may continue to incur other exit costs associated with the production transfer, including certain contract termination costs. As a result of a review of the financial results and outlook for the Company's MOSFETs segment following the completion of production transfers, in November 2016, the Company determined to implement further cost reductions for the MOSFETs segment. In November 2016, the Company announced an extension of the MOSFETs Enhanced Competitiveness Program. The revised program includes various cost reduction initiatives, primarily the transfer of all remaining manufacturing operations at its Santa Clara, California facility to other Vishay facilities or third-party subcontractors. The Company expects to incur cash charges of approximately $7,000 to $8,000, primarily related to severance, to implement these additional steps. The total cash charges for the MOSFETs Enhanced Competitiveness Program are expected to be $26,000 to $27,000. The Company expects to maintain its R&D and management presence in the Silicon Valley area, even after the cessation of manufacturing operations there. 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 5,367 Cash paid (426 ) Foreign currency translation 1 Balance at December 31, 2015 $ 12,172 Expense recorded in 2016 9,744 Cash paid (15,686 ) Foreign currency translation 2 Balance at December 31, 2016 $ 6,232 Expense recorded in 2017 2,911 Cash paid (5,897 ) Balance at September 30, 2017 $ 3,246 Severance benefits are generally paid in a lump sum at cessation of employment. Other exit costs of $380 are included in the expenses incurred in 2017 in the table above. The current portion of the liability is $2,586 and is included in other accrued expenses in the accompanying consolidated condensed balance sheets. The non-current portion of the liability is included in other liabilities 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 varied by country and job classification, but generally included a cash loyalty bonus based on years of service. All employees eligible for the program have left the Company. 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 Company recorded $13,373 of expenses for this program, primarily in 2013 and 2014. Substantially all amounts related to this program have been paid as of September 30, 2017. 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 $ 13,753 Cash paid (986 ) Foreign currency translation (150 ) Balance at December 31, 2015 $ 12,617 Expense recorded in 2016 9,918 Cash paid (16,237 ) Foreign currency translation (34 ) Balance at December 31, 2016 $ 6,264 Expense recorded in 2017 2,283 Cash paid (5,779 ) Foreign currency translation 319 Balance at September 30, 2017 $ 3,087 The following table summarizes the expense recognized by segment related to this program: Fiscal quarters ended Nine fiscal months ended September 30, 2017 October 1, 2016 September 30, 2017 October 1, 2016 Diodes $ (13 ) $ 210 $ - $ 788 Optoelectronic Components - - 242 953 Resistors & Inductors 468 641 1,403 3,163 Capacitors 88 36 334 459 Unallocated Selling, General, and Administrative Expenses 238 99 304 1,540 Total $ 781 $ 986 $ 2,283 $ 6,903 Severance benefits are generally paid in a lump sum at cessation of employment. Other exit costs of $550 are included in the expenses incurred in 2017 in the tables above. The current portion of the liability is $2,478 and is included in other accrued expenses in the accompanying consolidated condensed balance sheets. The non-current portion of the liability is included in other liabilities in the accompanying consolidated condensed balance sheets. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2017 | |
Income Taxes [Abstract] | |
Income Taxes | Note 3 – Income Taxes The provision for income taxes consists of provisions for federal, state, and foreign income taxes. The effective tax rates for the periods ended September 30, 2017 and October 1, 2016 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. Income tax expense for the fiscal quarter and nine fiscal months ended September 30, 2017 includes $892 and $3,100, respectively, for the periodic remeasurement of the deferred tax liability recorded for the cash repatriation program compared to $1,402 and $3,388 for the fiscal quarter and nine fiscal months ended October 1, 2016, respectively. The cash repatriation program is expected to occur over several years, and the deferred tax liability is based on the available sources of cash, applicable tax rates, and other factors and circumstances, as of each respective balance sheet date. Changes in the underlying facts and circumstances result in changes in the deferred tax liability balance, which are recorded as tax benefit or expense. During the second fiscal quarter of 2017, the Company repatriated $38,000 pursuant to this program. During the nine fiscal months ended September 30, 2017, the liabilities for unrecognized tax benefits decreased by $2,463 on a net basis, due to payments and settlements, partially offset by increases for tax positions taken in the current period, interest, and foreign currency effects. |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2017 | |
Long-Term Debt [Abstract] | |
Long-Term Debt | Note 4 – Long-Term Debt Long-term debt consists of the following: September 30, 2017 December 31, 2016 Credit facility $ 138,000 $ 143,000 Convertible senior debentures, due 2040 109,864 108,120 Convertible senior debentures, due 2041 56,372 55,442 Convertible senior debentures, due 2042 62,247 61,341 Deferred financing costs (9,545 ) (10,880 ) 356,938 357,023 Less current portion - - $ 356,938 $ 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 September 28, 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 September 14, 2017 (per $1 principal amount) 76.9650 56.1650 90.4924 Effective conversion price effective September 14, 2017 (per share) $ 12.99 $ 17.80 $ 11.05 130% of the conversion price (per share) $ 16.89 $ 23.14 $ 14.37 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, remained convertible subsequent to the April 1, 2017 and July 1, 2017 evaluations, and remain convertible subsequent to the September 30, 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, second, and third fiscal quarters of 2017. The convertible debentures due 2040 became convertible subsequent to the September 30, 2017 evaluation of the conversion criteria, due to the sale price of Vishay's common stock exceeding 130% of the conversion price for the applicable periods in the third fiscal quarter of 2017. The debentures due 2040 and due 2042 will remain convertible until December 31, 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 2040 and 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 2040 and 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 September 30, 2017 Due 2040 $ 275,000 (165,432 ) 296 $ 109,864 $ 110,094 Due 2041 $ 150,000 (93,900 ) 272 $ 56,372 $ 62,246 Due 2042 $ 150,000 (87,916 ) 163 $ 62,247 $ 57,874 Total $ 575,000 $ (347,248 ) $ 731 $ 228,483 $ 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 September 30, 2017 Due 2040 $ 1,547 626 22 (53 ) $ 2,142 Due 2041 $ 844 321 11 (21 ) $ 1,155 Due 2042 $ 844 312 13 (21 ) $ 1,148 Total $ 3,235 $ 1,259 $ 46 $ (95 ) $ 4,445 October 1, 2016 Due 2040 $ 1,547 579 22 (115 ) $ 2,033 Due 2041 $ 844 296 11 (102 ) $ 1,049 Due 2042 $ 844 291 13 (71 ) $ 1,077 Total $ 3,235 $ 1,166 $ 46 $ (288 ) $ 4,159 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 September 30, 2017 Due 2040 $ 4,641 1,841 66 (97 ) $ 6,451 Due 2041 $ 2,532 943 35 (13 ) $ 3,497 Due 2042 $ 2,532 919 40 (13 ) $ 3,478 Total $ 9,705 $ 3,703 $ 141 $ (123 ) $ 13,426 October 1, 2016 Due 2040 $ 4,641 1,702 66 (150 ) $ 6,259 Due 2041 $ 2,532 869 35 (136 ) $ 3,300 Due 2042 $ 2,532 854 40 (102 ) $ 3,324 Total $ 9,705 $ 3,425 $ 141 $ (388 ) $ 12,883 |
Other Income (Expense)
Other Income (Expense) | 9 Months Ended |
Sep. 30, 2017 | |
Other Income (Expense) [Abstract] | |
Other Income (Expense) | Note 5 – Other Income (Expense) In March 2017, the Company sold its 50% interest in an investment accounted for using the equity method, and recorded a loss of $7,060. The recorded loss includes Vishay's proportionate share of the investee's accumulated other comprehensive loss of $1,110, recognized upon discontinuation of the equity investment. The loss on disposal is not deductible for income tax purposes. There are certain contingencies pending resolution related to the investee, which may require adjustment to the amount of the recognized loss. The resolution of such additional contingencies is not expected to be material to the financial condition, results of operations, or cash flows of the Company. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 9 Months Ended |
Sep. 30, 2017 | |
Accumulated Other Comprehensive Income (Loss) [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | Note 6 – 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, 2017 $ (64,496 ) $ (31,266 ) 1,110 $ (94,652 ) Other comprehensive income before reclassifications - 98,965 1,542 $ 100,507 Tax effect - - (540 ) $ (540 ) Other comprehensive income before reclassifications, net of tax - 98,965 1,002 $ 99,967 Amounts reclassified out of AOCI 6,918 - - $ 6,918 Tax effect (2,075 ) - - $ (2,075 ) Amounts reclassified out of AOCI, net of tax 4,843 - - $ 4,843 Net other comprehensive income $ 4,843 $ 98,965 $ 1,002 $ 104,810 Balance at September 30, 2017 $ (59,653 ) $ 67,699 $ 2,112 $ 10,158 Reclassifications of pension and other post-retirement actuarial items out of AOCI are included in the computation of net periodic benefit cost. (See Note 7 for further information). 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 |
Sep. 30, 2017 | |
Pensions and Other Postretirement Benefits [Abstract] | |
Pensions and Other Postretirement Benefits | Note 7 – 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 2017 and 2016 for the Company's defined benefit pension plans: Fiscal quarter ended September 30, 2017 Fiscal quarter ended October 1, 2016 U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans Net service cost $ - $ 948 $ - $ 790 Interest cost 411 1,247 2,945 1,361 Expected return on plan assets - (519 ) (2,825 ) (529 ) Amortization of prior service cost 36 19 36 12 Amortization of losses 82 1,595 1,650 1,196 Curtailment and settlement losses - 331 - 205 Net periodic benefit cost $ 529 $ 3,621 $ 1,806 $ 3,035 The following table shows the components of the net periodic pension cost for the nine fiscal months ended September 30, 2017 and October 1, 2016 for the Company's defined benefit pension plans: Nine fiscal months ended September 30, 2017 Nine fiscal months ended October 1, 2016 U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans Net service cost $ - $ 2,776 $ - $ 2,355 Interest cost 1,232 3,613 8,834 4,097 Expected return on plan assets - (1,543 ) (8,476 ) (1,605 ) Amortization of prior service cost 108 55 108 37 Amortization of losses 247 4,596 4,951 3,568 Curtailment and settlement losses - 983 - 601 Net periodic benefit cost $ 1,587 $ 10,480 $ 5,417 $ 9,053 Net periodic benefit cost in 2017 was significantly impacted by the termination and settlement of the Company's qualified U.S. pension plan in December 2016. The settlement resulted in the immediate recognition of previously unrecognized actuarial items related to the plan in 2016 that were recorded in accumulated other comprehensive income and were being amortized into net periodic pension cost. The Company contributed $4,409 to the Company's Taiwanese pension plans to improve the funded status of those plans in 2017. Other Postretirement Benefits The following table shows the components of the net periodic benefit cost for the third fiscal quarters of 2017 and 2016 for the Company's other postretirement benefit plans: Fiscal quarter ended September 30, 2017 Fiscal quarter ended October 1, 2016 U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans Service cost $ 33 $ 71 $ 31 $ 67 Interest cost 77 26 85 36 Amortization of prior service (credit) (209 ) - (209 ) - Amortization of losses (gains) (24 ) 16 (8 ) 17 Net periodic benefit cost $ (123 ) $ 113 $ (101 ) $ 120 The following table shows the components of the net periodic pension cost for the nine fiscal months ended September 30, 2017 and October 1, 2016 for the Company's other postretirement benefit plans: Nine fiscal months ended September 30, 2017 Nine fiscal months ended October 1, 2016 U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans Service cost $ 99 $ 202 $ 94 $ 202 Interest cost 232 76 255 108 Amortization of prior service (credit) (627 ) - (627 ) - Amortization of losses (gains) (70 ) 45 (23 ) 51 Net periodic benefit cost $ (366 ) $ 323 $ (301 ) $ 361 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2017 | |
Stock-Based Compensation [Abstract] | |
Stock-Based Compensation | Note 8 – 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 September 30, 2017 October 1, 2016 September 30, 2017 October 1, 2016 Restricted stock units $ 676 $ 1,085 $ 3,556 3,254 Phantom stock units - - 163 117 Stock options - - - - Total $ 676 $ 1,085 $ 3,719 3,371 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 September 30, 2017 (amortization periods in years) Unrecognized Compensation Cost Weighted Average Remaining Amortization Periods Restricted stock units $ 3,575 1.2 Phantom stock units - 0.0 Stock options - 0.0 Total $ 3,575 The Company currently expects all performance-based RSUs to vest and all of the associated unrecognized compensation cost for performance-based RSUs presented in the table above to be 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 September 30, 2017 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, 2017 1,004 $ 12.74 Granted 304 15.52 Vested* (322 ) 13.54 Cancelled or forfeited - - Outstanding at September 30, 2017 986 $ 13.34 Expected to vest at September 30, 2017 986 * 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, 2018 202 - 202 January 1, 2019 213 - 213 January 1, 2020 167 - 167 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 September 30, 2017 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, 2017 145 Granted 10 $ 16.25 Dividend equivalents issued 2 Outstanding at September 30, 2017 157 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, 2016. No additional options may be granted pursuant to these programs. At December 31, 2016, there were approximately 77,000 options outstanding with a weighted average exercise price of $16.29. During the nine fiscal months ended September 30, 2017, the remaining approximately 77,000 options were exercised. The total intrinsic value of options exercised during the nine fiscal months ended September 30, 2017 was $20. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2017 | |
Segment Information [Abstract] | |
Segment Information | Note 9 – Segment Information Vishay is a global manufacturer and supplier of electronic components. 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. These segments represent groupings of product lines based on their functionality: ● Metal oxide semiconductor field-effect transistors ("MOSFETs") function as solid-state switches to control power. ● Diodes route, regulate, and block radio frequency, analog, and power signals; protect systems from surges or electrostatic discharge damage; or provide electromagnetic interference filtering. ● Optoelectronic components emit light, detect light, or do both. ● Resistors and inductors both impede electric current. Resistors are basic components used in all forms of electronic circuitry to adjust and regulate levels of voltage and current. Inductors use an internal magnetic field to change alternating current phase and resist alternating current. ● Capacitors store energy and discharge it when needed. Vishay's reporting segments generate substantially all of their revenue from product sales to the industrial, automotive, telecommunications, computing, consumer products, power supplies, military and aerospace, and medical end markets. A small portion of revenues is from royalties. 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 Company also regularly evaluates gross profit by segment to assist in the analysis of consolidated gross profit. The Company considers segment operating income to be the more important metric because it more fully captures the business operations of the segments. The following tables set forth business segment information: MOSFETs Diodes Optoelectronic Components Resistors & Inductors Capacitors Total Fiscal quarter ended September 30, 2017: Product Sales $ 126,522 $ 160,711 $ 76,740 $ 217,593 $ 96,309 $ 677,875 Royalty Revenues - - - 8 - $ 8 Total Revenue $ 126,522 $ 160,711 $ 76,740 $ 217,601 $ 96,309 $ 677,883 Gross Profit $ 32,307 $ 42,942 $ 28,901 $ 65,541 $ 19,582 $ 189,273 Segment Operating Income $ 23,391 $ 37,991 $ 25,012 $ 58,267 $ 14,688 $ 159,349 Fiscal quarter ended October 1, 2016: Product Sales $ 101,687 $ 141,127 $ 72,801 $ 191,989 $ 84,299 $ 591,903 Royalty Revenues - - - 52 - $ 52 Total Revenue $ 101,687 $ 141,127 $ 72,801 $ 192,041 $ 84,299 $ 591,955 Gross Profit $ 16,443 $ 36,444 $ 24,250 $ 58,768 $ 17,996 $ 153,901 Segment Operating Income $ 7,493 $ 31,832 $ 20,340 $ 51,861 $ 13,210 $ 124,736 Nine fiscal months ended September 30, 2017: Product Sales $ 346,086 $ 461,323 $ 216,260 $ 627,116 $ 278,198 $ 1,928,983 Royalty Revenues - - - 50 - $ 50 Total Revenue $ 346,086 $ 461,323 $ 216,260 $ 627,166 $ 278,198 $ 1,929,033 Gross Profit $ 78,298 $ 121,601 $ 76,668 $ 188,801 $ 57,743 $ 523,111 Segment Operating Income $ 51,789 $ 106,906 $ 63,401 $ 166,852 $ 42,988 $ 431,936 Nine fiscal months ended October 1, 2016: Product Sales $ 304,839 $ 418,629 $ 203,635 $ 568,122 $ 257,175 $ 1,752,400 Royalty Revenues - - - 212 - $ 212 Total Revenue $ 304,839 $ 418,629 $ 203,635 $ 568,334 $ 257,175 $ 1,752,612 Gross Profit $ 40,914 $ 106,364 $ 65,049 $ 171,808 $ 53,203 $ 437,338 Segment Operating Income $ 12,671 $ 90,025 $ 49,838 $ 147,315 $ 37,145 $ 336,994 Fiscal quarters ended Nine fiscal months ended September 30, 2017 October 1, 2016 September 30, 2017 October 1, 2016 Reconciliation: Segment Operating Income $ 159,349 $ 124,736 $ 431,936 $ 336,994 Restructuring and Severance Costs (3,244 ) (1,197 ) (5,194 ) (12,139 ) Impairment of Intangible Assets - (1,559 ) - (1,559 ) Unallocated Selling, General, and Administrative Expenses (63,777 ) (64,751 ) (187,690 ) (176,111 ) Consolidated Operating Income $ 92,328 $ 57,229 $ 239,052 $ 147,185 Unallocated Other Income (Expense) (6,140 ) (6,545 ) (26,713 ) (11,649 ) Consolidated Income (Loss) Before Taxes $ 86,188 $ 50,684 $ 212,339 $ 135,536 |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 10 – Earnings Per Share The following table sets forth the computation of basic and diluted earnings (loss) per share attributable to Vishay stockholders (shares in thousands) Fiscal quarters ended Nine fiscal months ended September 30, 2017 October 1, 2016 September 30, 2017 October 1, 2016 Numerator: Numerator for basic earnings per share: Net earnings attributable to Vishay stockholders $ 64,404 $ 36,440 $ 157,313 $ 97,540 Interest savings assuming conversion of dilutive exchangeable notes, net of tax - - - 38 Numerator for diluted earnings per share: Net earnings attributable to Vishay stockholders - diluted $ 64,404 $ 36,440 $ 157,313 $ 97,578 Denominator: Denominator for basic earnings per share: Weighted average shares 145,572 146,781 145,973 147,327 Outstanding phantom stock units 156 143 155 143 Adjusted weighted average shares 145,728 146,924 146,128 147,470 Effect of dilutive securities: Convertible and exchangeable debt instruments 10,480 2,541 9,160 2,387 Restricted stock units 493 423 338 266 Other - 6 - 2 Dilutive potential common shares 10,973 2,970 9,498 2,655 Denominator for diluted earnings per share: Adjusted weighted average shares - diluted 156,701 149,894 155,626 150,125 Basic earnings per share attributable to Vishay stockholders $ 0.44 $ 0.25 $ 1.08 $ 0.66 Diluted earnings per share attributable to Vishay stockholders $ 0.41 $ 0.24 $ 1.01 $ 0.65 Diluted earnings (loss) 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 September 30, 2017 October 1, 2016 September 30, 2017 October 1, 2016 Convertible notes: Convertible Senior Debentures, due 2040 - - - 13,750 Convertible Senior Debentures, due 2041 8,401 8,268 8,371 8,229 Weighted average employee stock options - 77 - 96 Weighted average other 379 415 514 545 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. The convertible debentures due 2042 became convertible subsequent to the December 31, 2016 evaluation of the conversion criteria, remained convertible subsequent to the April 1, 2017 and July 1, 2017 evaluations, and remain convertible subsequent to the September 30, 2017 evaluation. The convertible debentures due 2040 became convertible subsequent to the September 30, 2017 evaluation of the conversion criteria. 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 $12.99, 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 $17.80, 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 $11.05, 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 |
Sep. 30, 2017 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | Note 11 – 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 September 30, 2017 Assets: Assets held in rabbi trusts $ 44,262 $ 28,240 $ 16,022 $ - Available for sale securities $ 4,511 4,511 - - $ 48,773 $ 32,751 $ 16,022 $ - Liabilities: Embedded derivative - convertible debentures due 2040 $ (296 ) $ - $ - $ (296 ) Embedded derivative - convertible debentures due 2041 $ (272 ) - - (272 ) Embedded derivative - convertible debentures due 2042 $ (163 ) - - (163 ) $ (731 ) $ - $ - $ (731 ) December 31, 2016 Assets: Assets held in rabbi trusts $ 41,917 $ 27,297 14,620 $ - Available for sale securities $ 3,969 3,969 - - $ 45,886 $ 31,266 $ 14,620 $ - Liabilities: Embedded derivative - convertible debentures due 2040 $ (393 ) $ - $ - $ (393 ) Embedded derivative - convertible debentures due 2041 $ (285 ) - - (285 ) Embedded derivative - convertible debentures due 2042 $ (176 ) - - (176 ) $ (854 ) $ - $ - $ (854 ) 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 highly-rated financial institutions 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 $300,000 and $100,000 as of September 30, 2017 and December 31, 2016, respectively. The forward contracts are short-term in nature and are expected to be renewed at the Company's discretion until the intercompany loans are repaid. 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 hierarchy. The value of the forward contracts was immaterial as of September 30, 2017. 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 and deferred financing costs, at September 30, 2017 and December 31, 2016 is approximately $963,100 and $860,600, respectively, compared to its carrying value, excluding the derivative liabilities and deferred financing costs, of $365,752 and $367,049, 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 September 30, 2017 and December 31, 2016, the Company's short-term investments were comprised of time deposits with financial institutions that have maturities that exceed 90 days from the date of acquisition; however they all mature within one year from the respective balance sheet dates. The Company's short-term investments are accounted for as held-to-maturity debt instruments, at amortized cost, which approximates their fair value. The investments are funded with excess cash not expected to be needed for operations prior to maturity; therefore, the Company believes it has the intent and ability to hold the short-term investments until maturity. At each reporting date, the Company performs an evaluation to determine if any unrealized losses are other-than-temporary. No other-than-temporary impairments have been recognized on these securities, and there are no unrecognized holding gains or losses for these securities during the periods presented. There have been no transfers to or from the held-to-maturity classification. All decreases in the account balance are due to returns of principal at the securities' maturity dates. Interest on the securities is recognized as interest income when earned. At September 30, 2017 and December 31, 2016, 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 |
Sep. 30, 2017 | |
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 2017 end on April 1, 2017, July 1, 2017, September 30, 2017, and December 31, 2017, respectively. The four fiscal quarters in 2016 ended on April 2, 2016, July 2, 2016, October 1, 2016, and December 31, 2016, respectively. |
Description of New Accounting Pronouncements Not yet Adopted [Text Block] | Recently Issued Accounting Guidance In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments |
New Accounting Pronouncements and Changes in Accounting Principles [Text Block] | Recently Adopted Accounting Guidance In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting |
Income Taxes (Policies)
Income Taxes (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
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 September 30, 2017 and October 1, 2016 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 |
Sep. 30, 2017 | |
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 |
Sep. 30, 2017 | |
Segment Information [Abstract] | |
Segment Reporting, Policy [Policy Text Block] | Vishay is a global manufacturer and supplier of electronic components. 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. These segments represent groupings of product lines based on their functionality: ● Metal oxide semiconductor field-effect transistors ("MOSFETs") function as solid-state switches to control power. ● Diodes route, regulate, and block radio frequency, analog, and power signals; protect systems from surges or electrostatic discharge damage; or provide electromagnetic interference filtering. ● Optoelectronic components emit light, detect light, or do both. ● Resistors and inductors both impede electric current. Resistors are basic components used in all forms of electronic circuitry to adjust and regulate levels of voltage and current. Inductors use an internal magnetic field to change alternating current phase and resist alternating current. ● Capacitors store energy and discharge it when needed. Vishay's reporting segments generate substantially all of their revenue from product sales to the industrial, automotive, telecommunications, computing, consumer products, power supplies, military and aerospace, and medical end markets. A small portion of revenues is from royalties. 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 Company also regularly evaluates gross profit by segment to assist in the analysis of consolidated gross profit. The Company considers segment operating income to be the more important metric because it more fully captures the business operations of the segments. |
Earnings Per Share (Policies)
Earnings Per Share (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
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. The convertible debentures due 2042 became convertible subsequent to the December 31, 2016 evaluation of the conversion criteria, remained convertible subsequent to the April 1, 2017 and July 1, 2017 evaluations, and remain convertible subsequent to the September 30, 2017 evaluation. The convertible debentures due 2040 became convertible subsequent to the September 30, 2017 evaluation of the conversion criteria. 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 $12.99, 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 $17.80, 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 $11.05, 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 |
Sep. 30, 2017 | |
Fair Value Measurements [Abstract] | |
Fair Value of Financial Instruments, Policy | The fair value measurement accounting guidance establishes a valuation hierarchy of the inputs used to measure fair value. This hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs that reflect the Company's own assumptions. An asset or liability's classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. There have been no changes in the classification of any financial instruments within the fair value hierarchy in the periods presented. |
Restructuring and Related Act25
Restructuring and Related Activities (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
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 condensed statements of operations: Fiscal quarters ended Nine fiscal months ended September 30, 2017 October 1, 2016 September 30, 2017 October 1, 2016 MOSFETs Enhanced Competitiveness Program $ 2,463 $ 675 $ 2,911 $ 5,700 Global Cost Reduction Programs 781 986 2,283 6,903 Modules Production Transfer Program - (464 ) - (464 ) Total $ 3,244 $ 1,197 $ 5,194 $ 12,139 |
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 5,367 Cash paid (426 ) Foreign currency translation 1 Balance at December 31, 2015 $ 12,172 Expense recorded in 2016 9,744 Cash paid (15,686 ) Foreign currency translation 2 Balance at December 31, 2016 $ 6,232 Expense recorded in 2017 2,911 Cash paid (5,897 ) Balance at September 30, 2017 $ 3,246 |
Global Cost Reduction 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 2015 $ 13,753 Cash paid (986 ) Foreign currency translation (150 ) Balance at December 31, 2015 $ 12,617 Expense recorded in 2016 9,918 Cash paid (16,237 ) Foreign currency translation (34 ) Balance at December 31, 2016 $ 6,264 Expense recorded in 2017 2,283 Cash paid (5,779 ) Foreign currency translation 319 Balance at September 30, 2017 $ 3,087 |
Restructuring expenses by segment [Table Text Block] | The following table summarizes the expense recognized by segment related to this program: Fiscal quarters ended Nine fiscal months ended September 30, 2017 October 1, 2016 September 30, 2017 October 1, 2016 Diodes $ (13 ) $ 210 $ - $ 788 Optoelectronic Components - - 242 953 Resistors & Inductors 468 641 1,403 3,163 Capacitors 88 36 334 459 Unallocated Selling, General, and Administrative Expenses 238 99 304 1,540 Total $ 781 $ 986 $ 2,283 $ 6,903 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Long-Term Debt [Abstract] | |
Schedule of long-term debt instruments | Long-term debt consists of the following: September 30, 2017 December 31, 2016 Credit facility $ 138,000 $ 143,000 Convertible senior debentures, due 2040 109,864 108,120 Convertible senior debentures, due 2041 56,372 55,442 Convertible senior debentures, due 2042 62,247 61,341 Deferred financing costs (9,545 ) (10,880 ) 356,938 357,023 Less current portion - - $ 356,938 $ 357,023 |
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 September 28, 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 September 14, 2017 (per $1 principal amount) 76.9650 56.1650 90.4924 Effective conversion price effective September 14, 2017 (per share) $ 12.99 $ 17.80 $ 11.05 130% of the conversion price (per share) $ 16.89 $ 23.14 $ 14.37 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 (including temporary equity) - net carrying value September 30, 2017 Due 2040 $ 275,000 (165,432 ) 296 $ 109,864 $ 110,094 Due 2041 $ 150,000 (93,900 ) 272 $ 56,372 $ 62,246 Due 2042 $ 150,000 (87,916 ) 163 $ 62,247 $ 57,874 Total $ 575,000 $ (347,248 ) $ 731 $ 228,483 $ 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 |
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 September 30, 2017 Due 2040 $ 1,547 626 22 (53 ) $ 2,142 Due 2041 $ 844 321 11 (21 ) $ 1,155 Due 2042 $ 844 312 13 (21 ) $ 1,148 Total $ 3,235 $ 1,259 $ 46 $ (95 ) $ 4,445 October 1, 2016 Due 2040 $ 1,547 579 22 (115 ) $ 2,033 Due 2041 $ 844 296 11 (102 ) $ 1,049 Due 2042 $ 844 291 13 (71 ) $ 1,077 Total $ 3,235 $ 1,166 $ 46 $ (288 ) $ 4,159 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 September 30, 2017 Due 2040 $ 4,641 1,841 66 (97 ) $ 6,451 Due 2041 $ 2,532 943 35 (13 ) $ 3,497 Due 2042 $ 2,532 919 40 (13 ) $ 3,478 Total $ 9,705 $ 3,703 $ 141 $ (123 ) $ 13,426 October 1, 2016 Due 2040 $ 4,641 1,702 66 (150 ) $ 6,259 Due 2041 $ 2,532 869 35 (136 ) $ 3,300 Due 2042 $ 2,532 854 40 (102 ) $ 3,324 Total $ 9,705 $ 3,425 $ 141 $ (388 ) $ 12,883 |
Accumulated Other Comprehensi27
Accumulated Other Comprehensive Income (Loss) (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
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, 2017 $ (64,496 ) $ (31,266 ) 1,110 $ (94,652 ) Other comprehensive income before reclassifications - 98,965 1,542 $ 100,507 Tax effect - - (540 ) $ (540 ) Other comprehensive income before reclassifications, net of tax - 98,965 1,002 $ 99,967 Amounts reclassified out of AOCI 6,918 - - $ 6,918 Tax effect (2,075 ) - - $ (2,075 ) Amounts reclassified out of AOCI, net of tax 4,843 - - $ 4,843 Net other comprehensive income $ 4,843 $ 98,965 $ 1,002 $ 104,810 Balance at September 30, 2017 $ (59,653 ) $ 67,699 $ 2,112 $ 10,158 |
Pensions and Other Postretire28
Pensions and Other Postretirement Benefits (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Defined Benefit Pension Plan [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 2017 and 2016 for the Company's defined benefit pension plans: Fiscal quarter ended September 30, 2017 Fiscal quarter ended October 1, 2016 U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans Net service cost $ - $ 948 $ - $ 790 Interest cost 411 1,247 2,945 1,361 Expected return on plan assets - (519 ) (2,825 ) (529 ) Amortization of prior service cost 36 19 36 12 Amortization of losses 82 1,595 1,650 1,196 Curtailment and settlement losses - 331 - 205 Net periodic benefit cost $ 529 $ 3,621 $ 1,806 $ 3,035 The following table shows the components of the net periodic pension cost for the nine fiscal months ended September 30, 2017 and October 1, 2016 for the Company's defined benefit pension plans: Nine fiscal months ended September 30, 2017 Nine fiscal months ended October 1, 2016 U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans Net service cost $ - $ 2,776 $ - $ 2,355 Interest cost 1,232 3,613 8,834 4,097 Expected return on plan assets - (1,543 ) (8,476 ) (1,605 ) Amortization of prior service cost 108 55 108 37 Amortization of losses 247 4,596 4,951 3,568 Curtailment and settlement losses - 983 - 601 Net periodic benefit cost $ 1,587 $ 10,480 $ 5,417 $ 9,053 |
Other Postretirement Benefits [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Net periodic benefit cost for pension and other postretirement benefit plans | The following table shows the components of the net periodic benefit cost for the third fiscal quarters of 2017 and 2016 for the Company's other postretirement benefit plans: Fiscal quarter ended September 30, 2017 Fiscal quarter ended October 1, 2016 U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans Service cost $ 33 $ 71 $ 31 $ 67 Interest cost 77 26 85 36 Amortization of prior service (credit) (209 ) - (209 ) - Amortization of losses (gains) (24 ) 16 (8 ) 17 Net periodic benefit cost $ (123 ) $ 113 $ (101 ) $ 120 The following table shows the components of the net periodic pension cost for the nine fiscal months ended September 30, 2017 and October 1, 2016 for the Company's other postretirement benefit plans: Nine fiscal months ended September 30, 2017 Nine fiscal months ended October 1, 2016 U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans Service cost $ 99 $ 202 $ 94 $ 202 Interest cost 232 76 255 108 Amortization of prior service (credit) (627 ) - (627 ) - Amortization of losses (gains) (70 ) 45 (23 ) 51 Net periodic benefit cost $ (366 ) $ 323 $ (301 ) $ 361 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
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 September 30, 2017 October 1, 2016 September 30, 2017 October 1, 2016 Restricted stock units $ 676 $ 1,085 $ 3,556 3,254 Phantom stock units - - 163 117 Stock options - - - - Total $ 676 $ 1,085 $ 3,719 3,371 |
Schedule of unrecognized compensation cost, nonvested awards | The following table summarizes unrecognized compensation cost and the weighted average remaining amortization periods at September 30, 2017 (amortization periods in years) Unrecognized Compensation Cost Weighted Average Remaining Amortization Periods Restricted stock units $ 3,575 1.2 Phantom stock units - 0.0 Stock options - 0.0 Total $ 3,575 |
Schedule of share-based compensation, restricted stock units award activity | RSU activity under the 2007 Program as of September 30, 2017 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, 2017 1,004 $ 12.74 Granted 304 15.52 Vested* (322 ) 13.54 Cancelled or forfeited - - Outstanding at September 30, 2017 986 $ 13.34 Expected to vest at September 30, 2017 986 * 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, 2018 202 - 202 January 1, 2019 213 - 213 January 1, 2020 167 - 167 |
Schedule of share-based compensation, phantom stock units, Activity | Phantom stock unit activity under the phantom stock plan as of September 30, 2017 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, 2017 145 Granted 10 $ 16.25 Dividend equivalents issued 2 Outstanding at September 30, 2017 157 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
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 September 30, 2017: Product Sales $ 126,522 $ 160,711 $ 76,740 $ 217,593 $ 96,309 $ 677,875 Royalty Revenues - - - 8 - $ 8 Total Revenue $ 126,522 $ 160,711 $ 76,740 $ 217,601 $ 96,309 $ 677,883 Gross Profit $ 32,307 $ 42,942 $ 28,901 $ 65,541 $ 19,582 $ 189,273 Segment Operating Income $ 23,391 $ 37,991 $ 25,012 $ 58,267 $ 14,688 $ 159,349 Fiscal quarter ended October 1, 2016: Product Sales $ 101,687 $ 141,127 $ 72,801 $ 191,989 $ 84,299 $ 591,903 Royalty Revenues - - - 52 - $ 52 Total Revenue $ 101,687 $ 141,127 $ 72,801 $ 192,041 $ 84,299 $ 591,955 Gross Profit $ 16,443 $ 36,444 $ 24,250 $ 58,768 $ 17,996 $ 153,901 Segment Operating Income $ 7,493 $ 31,832 $ 20,340 $ 51,861 $ 13,210 $ 124,736 Nine fiscal months ended September 30, 2017: Product Sales $ 346,086 $ 461,323 $ 216,260 $ 627,116 $ 278,198 $ 1,928,983 Royalty Revenues - - - 50 - $ 50 Total Revenue $ 346,086 $ 461,323 $ 216,260 $ 627,166 $ 278,198 $ 1,929,033 Gross Profit $ 78,298 $ 121,601 $ 76,668 $ 188,801 $ 57,743 $ 523,111 Segment Operating Income $ 51,789 $ 106,906 $ 63,401 $ 166,852 $ 42,988 $ 431,936 Nine fiscal months ended October 1, 2016: Product Sales $ 304,839 $ 418,629 $ 203,635 $ 568,122 $ 257,175 $ 1,752,400 Royalty Revenues - - - 212 - $ 212 Total Revenue $ 304,839 $ 418,629 $ 203,635 $ 568,334 $ 257,175 $ 1,752,612 Gross Profit $ 40,914 $ 106,364 $ 65,049 $ 171,808 $ 53,203 $ 437,338 Segment Operating Income $ 12,671 $ 90,025 $ 49,838 $ 147,315 $ 37,145 $ 336,994 |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated | Fiscal quarters ended Nine fiscal months ended September 30, 2017 October 1, 2016 September 30, 2017 October 1, 2016 Reconciliation: Segment Operating Income $ 159,349 $ 124,736 $ 431,936 $ 336,994 Restructuring and Severance Costs (3,244 ) (1,197 ) (5,194 ) (12,139 ) Impairment of Intangible Assets - (1,559 ) - (1,559 ) Unallocated Selling, General, and Administrative Expenses (63,777 ) (64,751 ) (187,690 ) (176,111 ) Consolidated Operating Income $ 92,328 $ 57,229 $ 239,052 $ 147,185 Unallocated Other Income (Expense) (6,140 ) (6,545 ) (26,713 ) (11,649 ) Consolidated Income (Loss) Before Taxes $ 86,188 $ 50,684 $ 212,339 $ 135,536 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of basic and diluted earnings (loss) per share attributable to Vishay stockholders (shares in thousands) Fiscal quarters ended Nine fiscal months ended September 30, 2017 October 1, 2016 September 30, 2017 October 1, 2016 Numerator: Numerator for basic earnings per share: Net earnings attributable to Vishay stockholders $ 64,404 $ 36,440 $ 157,313 $ 97,540 Interest savings assuming conversion of dilutive exchangeable notes, net of tax - - - 38 Numerator for diluted earnings per share: Net earnings attributable to Vishay stockholders - diluted $ 64,404 $ 36,440 $ 157,313 $ 97,578 Denominator: Denominator for basic earnings per share: Weighted average shares 145,572 146,781 145,973 147,327 Outstanding phantom stock units 156 143 155 143 Adjusted weighted average shares 145,728 146,924 146,128 147,470 Effect of dilutive securities: Convertible and exchangeable debt instruments 10,480 2,541 9,160 2,387 Restricted stock units 493 423 338 266 Other - 6 - 2 Dilutive potential common shares 10,973 2,970 9,498 2,655 Denominator for diluted earnings per share: Adjusted weighted average shares - diluted 156,701 149,894 155,626 150,125 Basic earnings per share attributable to Vishay stockholders $ 0.44 $ 0.25 $ 1.08 $ 0.66 Diluted earnings per share attributable to Vishay stockholders $ 0.41 $ 0.24 $ 1.01 $ 0.65 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Diluted earnings (loss) 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 September 30, 2017 October 1, 2016 September 30, 2017 October 1, 2016 Convertible notes: Convertible Senior Debentures, due 2040 - - - 13,750 Convertible Senior Debentures, due 2041 8,401 8,268 8,371 8,229 Weighted average employee stock options - 77 - 96 Weighted average other 379 415 514 545 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
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 September 30, 2017 Assets: Assets held in rabbi trusts $ 44,262 $ 28,240 $ 16,022 $ - Available for sale securities $ 4,511 4,511 - - $ 48,773 $ 32,751 $ 16,022 $ - Liabilities: Embedded derivative - convertible debentures due 2040 $ (296 ) $ - $ - $ (296 ) Embedded derivative - convertible debentures due 2041 $ (272 ) - - (272 ) Embedded derivative - convertible debentures due 2042 $ (163 ) - - (163 ) $ (731 ) $ - $ - $ (731 ) December 31, 2016 Assets: Assets held in rabbi trusts $ 41,917 $ 27,297 14,620 $ - Available for sale securities $ 3,969 3,969 - - $ 45,886 $ 31,266 $ 14,620 $ - Liabilities: Embedded derivative - convertible debentures due 2040 $ (393 ) $ - $ - $ (393 ) Embedded derivative - convertible debentures due 2041 $ (285 ) - - (285 ) Embedded derivative - convertible debentures due 2042 $ (176 ) - - (176 ) $ (854 ) $ - $ - $ (854 ) |
Restructuring and Related Act33
Restructuring and Related Activities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2017 | Oct. 01, 2016 | Sep. 30, 2017 | Oct. 01, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Restructuring Reserve [Roll Forward] | ||||||||
Restructuring and severance costs | $ 3,244 | $ 1,197 | $ 5,194 | $ 12,139 | ||||
MOSFETs Enhanced Competitiveness Program [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring Reserve, Current | 2,586 | 2,586 | ||||||
Restructuring Reserve [Roll Forward] | ||||||||
Restructuring and severance costs | 2,463 | 675 | 2,911 | 5,700 | $ 9,744 | $ 5,367 | $ 6,025 | $ 2,328 |
Cash paid | (5,897) | (15,686) | (426) | (856) | (267) | |||
Foreign currency translation | 2 | 1 | ||||||
Balance at end of period | $ 3,246 | 3,246 | 6,232 | 12,172 | 7,230 | $ 2,061 | ||
Balance at beginning of period | 6,232 | 12,172 | 12,172 | 7,230 | $ 2,061 | |||
Term of restructuring program | 2 years | |||||||
Other Exit Costs | 380 | |||||||
MOSFETs Enhanced Competitiveness Program [Member] | Minimum [Member] | ||||||||
Restructuring Reserve [Roll Forward] | ||||||||
Expected Restructuring Costs | $ 26,000 | 26,000 | ||||||
MOSFETs Enhanced Competitiveness Program [Member] | Maximum [Member] | ||||||||
Restructuring Reserve [Roll Forward] | ||||||||
Expected Restructuring Costs | 27,000 | 27,000 | ||||||
Voluntary Separation/Retirement Program [Member] | ||||||||
Restructuring Reserve [Roll Forward] | ||||||||
Restructuring cost incurred to date | 13,373 | 13,373 | ||||||
Modules Product Transfer [Member] | ||||||||
Restructuring Reserve [Roll Forward] | ||||||||
Restructuring and severance costs | 0 | (464) | 0 | (464) | ||||
Global Cost Reduction Program [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring Reserve, Current | 2,478 | 2,478 | ||||||
Restructuring Reserve [Roll Forward] | ||||||||
Restructuring and severance costs | 781 | 986 | 2,283 | 6,903 | 9,918 | 13,753 | ||
Cash paid | (5,779) | (16,237) | (986) | |||||
Foreign currency translation | 319 | (34) | (150) | |||||
Balance at end of period | $ 3,087 | 3,087 | 6,264 | $ 12,617 | ||||
Balance at beginning of period | 6,264 | 12,617 | $ 12,617 | |||||
Term of restructuring program | 27 months | |||||||
Expected Restructuring Costs | $ 30,000 | 30,000 | ||||||
Other Exit Costs | 550 | |||||||
Global Cost Reduction Program [Member] | Diodes Segment [Member] | ||||||||
Restructuring Reserve [Roll Forward] | ||||||||
Restructuring and severance costs | (13) | 210 | 0 | 788 | ||||
Global Cost Reduction Program [Member] | Optoelectronic Components Segment [Member] | ||||||||
Restructuring Reserve [Roll Forward] | ||||||||
Restructuring and severance costs | 0 | 0 | 242 | 953 | ||||
Global Cost Reduction Program [Member] | Resistors And Inductors Segment [Member] | ||||||||
Restructuring Reserve [Roll Forward] | ||||||||
Restructuring and severance costs | 468 | 641 | 1,403 | 3,163 | ||||
Global Cost Reduction Program [Member] | Capacitors Segment [Member] | ||||||||
Restructuring Reserve [Roll Forward] | ||||||||
Restructuring and severance costs | 88 | 36 | 334 | 459 | ||||
Global Cost Reduction Program [Member] | Unallocated Amount to Segment [Member] | ||||||||
Restructuring Reserve [Roll Forward] | ||||||||
Restructuring and severance costs | $ 238 | $ 99 | 304 | $ 1,540 | ||||
MOSFETs Enhanced Competitiveness Program Extension [Member] | ||||||||
Restructuring Reserve [Roll Forward] | ||||||||
Term of restructuring program | 15 months | |||||||
MOSFETs Enhanced Competitiveness Program Extension [Member] | Minimum [Member] | ||||||||
Restructuring Reserve [Roll Forward] | ||||||||
Expected Restructuring Costs | $ 7,000 | 7,000 | ||||||
MOSFETs Enhanced Competitiveness Program Extension [Member] | Maximum [Member] | ||||||||
Restructuring Reserve [Roll Forward] | ||||||||
Expected Restructuring Costs | $ 8,000 | $ 8,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Oct. 01, 2016 | Sep. 30, 2017 | Oct. 01, 2016 | |
Income Taxes [Abstract] | ||||
Decrease in liabilities for unrecognized tax benefits | $ 2,463 | |||
Effect on Income Tax Expense (Benefit) [Line Items] | ||||
Cash repatriated during the current period | 38,000 | |||
Remeasurement of repatriation deferred tax liability [Member] | ||||
Effect on Income Tax Expense (Benefit) [Line Items] | ||||
Deferred Other Tax Expense (Benefit) | $ 892 | $ 1,402 | $ 3,100 | $ 3,388 |
Long-Term Debt (Details)
Long-Term Debt (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017USD ($)$ / shares | Oct. 01, 2016USD ($) | Sep. 30, 2017USD ($)$ / shares | Oct. 01, 2016USD ($) | Dec. 31, 2016USD ($) | |
Debt Instrument [Line Items] | |||||
Credit facility | $ 138,000 | $ 138,000 | $ 143,000 | ||
Deferred Financing Costs | (9,545) | (9,545) | (10,880) | ||
Long-term debt | 356,938 | 356,938 | 357,023 | ||
Less current portion | 0 | 0 | 0 | ||
Long-term debt, less current portion | 356,938 | 356,938 | 357,023 | ||
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% | |||
Principal payments on long-term debt and capital leases | $ 0 | $ (34,044) | |||
Liability and equity components of convertible debentures [Abstract] | |||||
Principal amount of the debentures | $ 575,000 | 575,000 | 575,000 | ||
Unamortized discount | (347,248) | (347,248) | (350,951) | ||
Embedded derivative | 731 | 731 | 854 | ||
Carrying value of liability component | 228,483 | 228,483 | 224,903 | ||
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 | 1,259 | 1,166 | 3,703 | 3,425 | |
Non-cash amortization of deferred financing costs | 46 | 46 | 141 | 141 | |
Non-cash change in value of derivative liability | (95) | (288) | (123) | (388) | |
Total interest expense related to the debentures | 4,445 | 4,159 | 13,426 | 12,883 | |
Convertible Senior Debentures, Due 2040 [Member] | |||||
Debt Instrument [Line Items] | |||||
Convertible Debt, Noncurrent | 109,864 | $ 109,864 | 108,120 | ||
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 conversion rate | 76.9650 | ||||
Debt effective conversion price | $ / shares | $ 12.99 | $ 12.99 | |||
Debt Instrument, Convertible, Stock Price Trigger | $ / shares | $ 16.89 | ||||
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 | (165,432) | (165,432) | (167,273) | ||
Embedded derivative | 296 | 296 | 393 | ||
Carrying value of liability component | 109,864 | 109,864 | 108,120 | ||
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 | 626 | 579 | 1,841 | 1,702 | |
Non-cash amortization of deferred financing costs | 22 | 22 | 66 | 66 | |
Non-cash change in value of derivative liability | (53) | (115) | (97) | (150) | |
Total interest expense related to the debentures | 2,142 | 2,033 | 6,451 | 6,259 | |
Convertible Senior Debentures, Due 2041 [Member] | |||||
Debt Instrument [Line Items] | |||||
Convertible Debt, Noncurrent | 56,372 | $ 56,372 | 55,442 | ||
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 conversion rate | 56.1650 | ||||
Debt effective conversion price | $ / shares | $ 17.80 | $ 17.80 | |||
Debt Instrument, Convertible, Stock Price Trigger | $ / shares | $ 23.14 | ||||
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 | (93,900) | (93,900) | (94,843) | ||
Embedded derivative | 272 | 272 | 285 | ||
Carrying value of liability component | 56,372 | 56,372 | 55,442 | ||
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 | 321 | 296 | 943 | 869 | |
Non-cash amortization of deferred financing costs | 11 | 11 | 35 | 35 | |
Non-cash change in value of derivative liability | (21) | (102) | (13) | (136) | |
Total interest expense related to the debentures | 1,155 | 1,049 | 3,497 | 3,300 | |
Convertible Senior Debentures, Due 2042 [Member] | |||||
Debt Instrument [Line Items] | |||||
Convertible Debt, Noncurrent | 62,247 | $ 62,247 | 61,341 | ||
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 conversion rate | 90.4924 | ||||
Debt effective conversion price | $ / shares | $ 11.05 | $ 11.05 | |||
Debt Instrument, Convertible, Stock Price Trigger | $ / shares | $ 14.37 | ||||
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 | (87,916) | (87,916) | (88,835) | ||
Embedded derivative | 163 | 163 | 176 | ||
Carrying value of liability component | 62,247 | 62,247 | 61,341 | ||
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 | 312 | 291 | 919 | 854 | |
Non-cash amortization of deferred financing costs | 13 | 13 | 40 | 40 | |
Non-cash change in value of derivative liability | (21) | (71) | (13) | (102) | |
Total interest expense related to the debentures | $ 1,148 | $ 1,077 | $ 3,478 | $ 3,324 |
Other Income (Expense) (Details
Other Income (Expense) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Oct. 01, 2016 | |
Schedule of Equity Method Investments [Line Items] | ||
Loss on disposal of equity affiliate | $ 7,060 | $ 0 |
Amounts reclassified out of AOCI, net of tax | 4,843 | |
Equity affiliate [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Amounts reclassified out of AOCI, net of tax | $ 1,110 |
Accumulated Other Comprehensi37
Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Oct. 01, 2016 | Sep. 30, 2017 | Oct. 01, 2016 | |
Accumulated Other Comprehensive Income [Line Items] | ||||
Beginning Balance | $ (94,652) | |||
Other comprehensive income before reclassifications | 100,507 | |||
Tax effect | (540) | |||
Other comprehensive income before reclassifications, net of tax | 99,967 | |||
Amounts reclassified out of AOCI | 6,918 | |||
Tax effect of reclassification | (2,075) | |||
Amounts reclassified out of AOCI, net of tax | 4,843 | |||
Other comprehensive income (loss) | $ 29,661 | $ 10,826 | 104,810 | $ 25,745 |
Ending Balance | 10,158 | 10,158 | ||
Unrealized Gain (Loss) on Available-for-Sale Securities [Member] | ||||
Accumulated Other Comprehensive Income [Line Items] | ||||
Beginning Balance | 1,110 | |||
Other comprehensive income before reclassifications | 1,542 | |||
Tax effect | (540) | |||
Other comprehensive income before reclassifications, net of tax | 1,002 | |||
Amounts reclassified out of AOCI | 0 | |||
Tax effect of reclassification | 0 | |||
Amounts reclassified out of AOCI, net of tax | 0 | |||
Other comprehensive income (loss) | 1,002 | |||
Ending Balance | 2,112 | 2,112 | ||
Currency Translation Adjustment [Member] | ||||
Accumulated Other Comprehensive Income [Line Items] | ||||
Beginning Balance | (31,266) | |||
Other comprehensive income before reclassifications | 98,965 | |||
Tax effect | 0 | |||
Other comprehensive income before reclassifications, net of tax | 98,965 | |||
Amounts reclassified out of AOCI | 0 | |||
Tax effect of reclassification | 0 | |||
Amounts reclassified out of AOCI, net of tax | 0 | |||
Other comprehensive income (loss) | 98,965 | |||
Ending Balance | 67,699 | 67,699 | ||
Pension and Other Post-Retirement Actuarial Items [Member] | ||||
Accumulated Other Comprehensive Income [Line Items] | ||||
Beginning Balance | (64,496) | |||
Other comprehensive income before reclassifications | 0 | |||
Tax effect | 0 | |||
Other comprehensive income before reclassifications, net of tax | 0 | |||
Amounts reclassified out of AOCI | 6,918 | |||
Tax effect of reclassification | (2,075) | |||
Amounts reclassified out of AOCI, net of tax | 4,843 | |||
Other comprehensive income (loss) | 4,843 | |||
Ending Balance | $ (59,653) | $ (59,653) |
Pensions and Other Postretire38
Pensions and Other Postretirement Benefits (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Oct. 01, 2016 | Sep. 30, 2017 | Oct. 01, 2016 | |
Republic of China (Taiwan) [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Company pension contributions | $ 4,409 | |||
Defined Benefit Pension Plan [Member] | Domestic Plan [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Net service cost | $ 0 | $ 0 | 0 | $ 0 |
Interest cost | 411 | 2,945 | 1,232 | 8,834 |
Expected return on plan assets | 0 | (2,825) | 0 | (8,476) |
Amortization of prior service cost (credit) | 36 | 36 | 108 | 108 |
Amortization of losses (gains) | 82 | 1,650 | 247 | 4,951 |
Curtailments and settlements | 0 | 0 | 0 | 0 |
Net periodic benefit cost | 529 | 1,806 | 1,587 | 5,417 |
Defined Benefit Pension Plan [Member] | Foreign Plan [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Net service cost | 948 | 790 | 2,776 | 2,355 |
Interest cost | 1,247 | 1,361 | 3,613 | 4,097 |
Expected return on plan assets | (519) | (529) | (1,543) | (1,605) |
Amortization of prior service cost (credit) | 19 | 12 | 55 | 37 |
Amortization of losses (gains) | 1,595 | 1,196 | 4,596 | 3,568 |
Curtailments and settlements | 331 | 205 | 983 | 601 |
Net periodic benefit cost | 3,621 | 3,035 | 10,480 | 9,053 |
Other Postretirement Benefits [Member] | Domestic Plan [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Net service cost | 33 | 31 | 99 | 94 |
Interest cost | 77 | 85 | 232 | 255 |
Amortization of prior service cost (credit) | (209) | (209) | (627) | (627) |
Amortization of losses (gains) | (24) | (8) | (70) | (23) |
Net periodic benefit cost | (123) | (101) | (366) | (301) |
Other Postretirement Benefits [Member] | Foreign Plan [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Net service cost | 71 | 67 | 202 | 202 |
Interest cost | 26 | 36 | 76 | 108 |
Amortization of prior service cost (credit) | 0 | 0 | 0 | 0 |
Amortization of losses (gains) | 16 | 17 | 45 | 51 |
Net periodic benefit cost | $ 113 | $ 120 | $ 323 | $ 361 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Oct. 01, 2016 | Sep. 30, 2017 | Oct. 01, 2016 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense recognized | $ 676 | $ 1,085 | $ 3,719 | $ 3,371 | |
Unrecognized Compensation Cost | $ 3,575 | $ 3,575 | |||
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 | 6,500,000 | |||
Stock Options Outstanding: | |||||
Balance | 77,000 | ||||
Balance (in dollars per share) | $ 16.29 | ||||
Exercised (in shares) | (77,334) | ||||
Vested and expected to vest [Abstract] | |||||
Stock options exercised (in shares) | 77,334 | ||||
Intrinsic value under share based compensation scheme | $ 20 | ||||
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 | $ 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 | 676 | 1,085 | $ 3,556 | 3,254 | |
Unrecognized Compensation Cost | $ 3,575 | $ 3,575 | |||
Weighted Average Remaining Amortization Periods | 1 year 2 months 12 days | ||||
Equity Awards Other Than Options Outstanding: | |||||
Balance (in shares) | 1,004,000 | ||||
Balance (in dollars per share) | $ 12.74 | ||||
Granted (in shares) | 304,000 | ||||
Granted (in dollars per share) | $ 15.52 | ||||
Vested (in shares) | [1] | (322,000) | |||
Vested (in dollars per share) | [1] | $ 13.54 | |||
Cancelled or forfeited (in shares) | 0 | ||||
Cancelled or forfeited (in dollars per share) | $ 0 | ||||
Balance (in shares) | 986,000 | 986,000 | |||
Balance (in dollars per share) | $ 13.34 | $ 13.34 | |||
Expected to vest (in shares) | 986,000 | 986,000 | |||
Phantom Share Units (PSUs) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense recognized | $ 0 | $ 0 | $ 163 | $ 117 | |
Unrecognized Compensation Cost | $ 0 | $ 0 | |||
Weighted Average Remaining Amortization Periods | 0 years | ||||
Equity Awards Other Than Options Outstanding: | |||||
Balance (in shares) | 145,000 | ||||
Granted (in shares) | 10,000 | ||||
Granted (in dollars per share) | $ 16.25 | ||||
Dividend equivalents issued | 2,000 | ||||
Balance (in shares) | 157,000 | 157,000 | |||
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 | 202,000 | |||
Not expected to vest (in shares) | 0 | 0 | |||
Scheduled to Vest January 1, 2019 [Member] | Performance Vested Restricted Stock Units [Member] | |||||
Equity Awards Other Than Options Outstanding: | |||||
Balance (in shares) | 213,000 | 213,000 | |||
Expected to vest (in shares) | 213,000 | 213,000 | |||
Not expected to vest (in shares) | 0 | 0 | |||
Scheduled to Vest January 1, 2020 [Member] | Performance Vested Restricted Stock Units [Member] | |||||
Equity Awards Other Than Options Outstanding: | |||||
Balance (in shares) | 167,000 | 167,000 | |||
Expected to vest (in shares) | 167,000 | 167,000 | |||
Not expected to vest (in shares) | 0 | 0 | |||
[1] | The number of RSUs vested includes shares that the Company withheld on behalf of employees to satisfy the statutory tax withholding requirements. |
Segment Information (Details)
Segment Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017USD ($) | Oct. 01, 2016USD ($) | Sep. 30, 2017USD ($)Segment | Oct. 01, 2016USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of reportable segments | Segment | 5 | |||
Product Sales | $ 677,875 | $ 591,903 | $ 1,928,983 | $ 1,752,400 |
Royalty Revenues | 8 | 52 | 50 | 212 |
Total Revenue | 677,883 | 591,955 | 1,929,033 | 1,752,612 |
Gross Margin | 189,273 | 153,901 | 523,111 | 437,338 |
Segment Operating Income | 159,349 | 124,736 | 431,936 | 336,994 |
Restructuring and severance Costs | (3,244) | (1,197) | (5,194) | (12,139) |
Impairment of Intangible Assets | 0 | (1,559) | 0 | (1,559) |
Operating income | 92,328 | 57,229 | 239,052 | 147,185 |
Unallocated Other Income (Expense) | (6,140) | (6,545) | (26,713) | (11,649) |
Income before taxes | 86,188 | 50,684 | 212,339 | 135,536 |
MOSFETS Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Product Sales | 126,522 | 101,687 | 346,086 | 304,839 |
Royalty Revenues | 0 | 0 | 0 | 0 |
Total Revenue | 126,522 | 101,687 | 346,086 | 304,839 |
Gross Margin | 32,307 | 16,443 | 78,298 | 40,914 |
Segment Operating Income | 23,391 | 7,493 | 51,789 | 12,671 |
Diodes Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Product Sales | 160,711 | 141,127 | 461,323 | 418,629 |
Royalty Revenues | 0 | 0 | 0 | 0 |
Total Revenue | 160,711 | 141,127 | 461,323 | 418,629 |
Gross Margin | 42,942 | 36,444 | 121,601 | 106,364 |
Segment Operating Income | 37,991 | 31,832 | 106,906 | 90,025 |
Optoelectronic Components Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Product Sales | 76,740 | 72,801 | 216,260 | 203,635 |
Royalty Revenues | 0 | 0 | 0 | 0 |
Total Revenue | 76,740 | 72,801 | 216,260 | 203,635 |
Gross Margin | 28,901 | 24,250 | 76,668 | 65,049 |
Segment Operating Income | 25,012 | 20,340 | 63,401 | 49,838 |
Resistors And Inductors Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Product Sales | 217,593 | 191,989 | 627,116 | 568,122 |
Royalty Revenues | 8 | 52 | 50 | 212 |
Total Revenue | 217,601 | 192,041 | 627,166 | 568,334 |
Gross Margin | 65,541 | 58,768 | 188,801 | 171,808 |
Segment Operating Income | 58,267 | 51,861 | 166,852 | 147,315 |
Capacitors Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Product Sales | 96,309 | 84,299 | 278,198 | 257,175 |
Royalty Revenues | 0 | 0 | 0 | 0 |
Total Revenue | 96,309 | 84,299 | 278,198 | 257,175 |
Gross Margin | 19,582 | 17,996 | 57,743 | 53,203 |
Segment Operating Income | 14,688 | 13,210 | 42,988 | 37,145 |
Unallocated Amount to Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Segment Operating Income | (63,777) | (64,751) | (187,690) | (176,111) |
Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Segment Operating Income | 159,349 | 124,736 | 431,936 | 336,994 |
Unallocated Amount to Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Restructuring and severance Costs | (3,244) | (1,197) | (5,194) | (12,139) |
Impairment of Intangible Assets | 0 | (1,559) | 0 | (1,559) |
Unallocated Other Income (Expense) | $ (6,140) | $ (6,545) | $ (26,713) | $ (11,649) |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Oct. 01, 2016 | Sep. 30, 2017 | Oct. 01, 2016 | |
Numerator for basic earnings per share: | ||||
Net earnings attributable to Vishay stockholders | $ 64,404 | $ 36,440 | $ 157,313 | $ 97,540 |
Adjustment to the numerator for continuing operations and net earnings: | ||||
Interest savings assuming conversion of dilutive convertible and exchangeable notes, net of tax | 0 | 0 | 0 | 38 |
Numerator for diluted earnings per share: | ||||
Net earnings attributable to Vishay stockholders - diluted | $ 64,404 | $ 36,440 | $ 157,313 | $ 97,578 |
Denominator for basic earnings per share: | ||||
Weighted average shares | 145,572 | 146,781 | 145,973 | 147,327 |
Outstanding phantom stock units | 156 | 143 | 155 | 143 |
Adjusted weighted average shares (basic) | 145,728 | 146,924 | 146,128 | 147,470 |
Effect of dilutive securities: | ||||
Convertible and exchangeable debt instruments | 10,480 | 2,541 | 9,160 | 2,387 |
Restricted stock units | 493 | 423 | 338 | 266 |
Other | 0 | 6 | 0 | 2 |
Dilutive potential common shares | 10,973 | 2,970 | 9,498 | 2,655 |
Denominator for diluted earnings per share: | ||||
Adjusted weighted average shares (diluted) | 156,701 | 149,894 | 155,626 | 150,125 |
Basic earnings per share attributable to Vishay stockholders (in dollars per share) | $ 0.44 | $ 0.25 | $ 1.08 | $ 0.66 |
Diluted earnings per share attributable to Vishay stockholders (in dollars per share) | $ 0.41 | $ 0.24 | $ 1.01 | $ 0.65 |
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) | 0 | 0 | 0 | 13,750 |
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) | $ 12.99 | $ 12.99 | ||
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) | 8,401 | 8,268 | 8,371 | 8,229 |
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) | $ 17.80 | $ 17.80 | ||
Convertible Senior Debentures, Due 2042 [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Minimum market price of common stock for inclusion of shares issuable upon conversion of senior debentures for calculation of diluted earnings per share (in dollars per share) | $ 11.05 | $ 11.05 | ||
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) | 0 | 77 | 0 | 96 |
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) | 379 | 415 | 514 | 545 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
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 | (731) | $ (854) |
Long-term Debt, Fair Value | 963,100 | 860,600 |
Carrying value of long-term debt, excluding derivative liabilities | 365,752 | 367,049 |
Derivative, Notional Amount | 300,000 | 100,000 |
Fair Value, Measurements, Recurring [Member] | ||
Assets: | ||
Assets held in rabbi trusts | 44,262 | 41,917 |
Available for sale securities | 4,511 | 3,969 |
Fair Value Assets | 48,773 | 45,886 |
Liabilities: | ||
Fair Value Liabilities | (731) | (854) |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Assets: | ||
Assets held in rabbi trusts | 28,240 | 27,297 |
Available for sale securities | 4,511 | 3,969 |
Fair Value Assets | 32,751 | 31,266 |
Liabilities: | ||
Fair Value Liabilities | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Assets: | ||
Assets held in rabbi trusts | 16,022 | 14,620 |
Available for sale securities | 0 | 0 |
Fair Value Assets | 16,022 | 14,620 |
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 | (731) | (854) |
Convertible Senior Debentures, Due 2040 [Member] | ||
Liabilities: | ||
Embedded derivative | (296) | (393) |
Convertible Senior Debentures, Due 2040 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Liabilities: | ||
Embedded derivative | (296) | (393) |
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 | (296) | (393) |
Convertible Senior Debentures, Due 2041 [Member] | ||
Liabilities: | ||
Embedded derivative | (272) | (285) |
Convertible Senior Debentures, Due 2041 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Liabilities: | ||
Embedded derivative | (272) | (285) |
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 | (272) | (285) |
Convertible Senior Debentures, Due 2042 [Member] | ||
Liabilities: | ||
Embedded derivative | (163) | (176) |
Convertible Senior Debentures, Due 2042 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Liabilities: | ||
Embedded derivative | (163) | (176) |
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 | $ (163) | $ (176) |