1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 18, 1994
----------------------
VISHAY INTERTECHNOLOGY, INC.
- -----------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-7416 38-1686453
- -----------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
63 Lincoln Highway, Malvern, PA 19355
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (610) 644-1300
-------------------
Not Applicable
- -----------------------------------------------------------------------
(Former name or former address, if changed since last report)
The Exhibit Index is on Page .
Page 1 of Pages
2
Item 2. Acquisition or Disposition of Assets.
On July 18, 1994, Vishay Intertechnology, Inc.
("Registrant") consummated an agreement with Thomas & Betts
Corporation, a New Jersey corporation ("Seller"), to purchase all
of the issued and outstanding capital stock of Vitramon,
Incorporated, a Delaware corporation and a wholly-owned
subsidiary of Seller, and Vitramon Limited, an English
corporation, and an indirect subsidiary of Seller (collectively,
"Vitramon"), for consideration of $184 million in cash.
Vitramon's business involves the design, manufacture and sale of
multilayer ceramic chip capacitors and certain types of filters
(the "Business"). Registrant has no current intention to change
the nature of the Business.
The purchase price was funded from a $200,000,000 bridge and
term loan facility made available to Registrant under the Vishay
Intertechnology, Inc. $200,000,000 Acquisition Loan Agreement
dated as of July 18, 1994 (the "Acquisition Loan Agreement"), by
and among Registrant and Comerica Bank, N.A., NationsBank of
North Carolina, N.A., Berliner-Handels-und Frankfurter Bank,
Signet Bank / Maryland, CoreStates Bank, N.A., Bank Hapoalim,
B.M., ABN AMRO Bank, N.V. New York Branch, Credit Lyonnais New
York Branch, Meridian Bank, Bank Leumi le-Israel, B.M. and Credit
Suisse (collectively, the "Banks"), and Comerica Bank, N.A. as
agent for the Banks (the "Agent"). The Acquisition Loan
Agreement is comprised of a $100 million bridge facility due on
3
July 18, 1996 (the "Bridge Facility") and a $100 million non-
amortizing term facility due on July 18, 2001 (the "Acquisition
Term Facility"). The facilities will bear interest at variable
rates based, at the option of Registrant, on the prime rate or
LIBOR. In addition, with respect to the Acquisition Term
Facility, Registrant may, at its option, elect a fixed rate of
interest for the remainder of the term of the loan.
In addition, on July 18, 1994, Registrant and certain of its
subsidiaries entered into bank agreements (the "Bank Agreements")
with the Banks and the Agent. The Bank Agreements amended and
restated Registrant's previously-existing revolving credit and
term loan agreements.
After giving effect to the Bank Agreements and the
Acquisition Loan Agreement, the Company's domestic credit
facilities consist of a $200,000,000 revolving credit facility
that matures on December 31, 1997, subject to the Company's right
to request year-to-year renewals thereafter, a $102,500,000
domestic term loan (the "Domestic Term Loan") that matures on
December 31, 2000, the $100,000,000 Bridge Facility, due on July
18, 1996 and a $100,000,000 non-amortizing domestic term loan
due July 18, 2001. Borrowings under these facilities bear
interest at variable rates based on the prime rate or, at the
Company's option, LIBOR; at July 18, 1994, the rates ranged from
4.9375% to 5.5%. With respect to the Domestic Term Loan, the
4
Company may elect, at its option, a fixed rate of interest for
the remainder of the term of such loan.
The Banks also provide Deutsche Mark ("DM") denominated
revolving credit and term loan facilities for certain of the
Company's German subsidiaries, which permit borrowings, in the
aggregate, of DM 153,821,990 including a DM 40,000,000 revolving
credit facility that matures on December 31, 1997, subject to the
borrower's right to request year-to-year renewals thereafter, a
DM 9,506,000 term loan that matures on December 31, 1994 and a DM
104,315,990 term loan that matures on December 31, 1997.
Borrowings bear interest at variable rates based on LIBOR; at
July 18, 1994, the rates ranged from 5.875% to 6.0%.
As a result of the amendments contained in the Bank
Agreements, all of the Company's bank facilities are unsecured
and all collateral currently held by the Banks in connection with
the previously-existing revolving credit and term loan agreements
will be released. However, the facilities are cross-guaranteed
by the Company and certain of its subsidiaries. The Bank
Agreements also resulted in a decrease in interest rates from
those previously in effect, as well as a significant reduction in
the number of financial and restrictive covenants. Financial
covenants are currently limited to requirements regarding
leverage and fixed charge coverage ratios and minimum tangible
5
net worth. Other restrictive covenants include limitations on
the payment of cash dividends, guaranties and liens.
The foregoing is a summary of certain terms of the
Acquisition Loan Agreement and the Bank Agreements and is
qualified in its entirety by reference to such agreements, copies
of which are annexed as exhibits to this Report on Form 8-K.
Further, Registrant intends shortly to file a Registration
Statement on Form S-3 with the Commission relating to a public
offering of approximately 2,750,000 shares of Registrant's common
stock, and to use the net proceeds (estimated at approximately,
$111,375,000, based on a closing price of $42.50 of the common
stock on July 14, 1994) to repay the Bridge Facility and to
reduce Registrant's revolving credit borrowings. Accordingly,
the Pro Forma Financial Information annexed to this Report gives
effect to the sale of shares of Registrant's common stock, and
the use of the estimated net proceeds therefrom to repay the
Bridge Facility and to reduce Registrant's revolving credit
borrowings. Footnote F to the Pro Forma Condensed Consolidated
Financial Statements sets forth relevant financial information to
take into account the adjustments to the Pro Forma Financial
Information in the event the public offering is not consummated.
6
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(a) Pro Forma Financial Information.
Set forth on pages F-2 through F-9 are Pro Forma
Condensed Consolidated Financial Statements of
Vishay Intertechnology, Inc. and Vitramon
(Unaudited). The following are included:
Pro Forma Condensed Consolidated Balance
Sheet as of March 31, 1994.
Pro Forma Condensed Consolidated Statement of
Operations for the Year Ended December 31,
1993.
Pro Forma Condensed Consolidated Statement of
Operations for the Three Months Ended
March 31, 1994.
Notes to Pro Forma Condensed Consolidated
Financial Statements.
(b) Financial statements of business acquired.
1. Set forth on pages F-10 through F-22 are
Vitramon, Incorporated and Vitramon Limited
(U.K.) Combined Audited Financial Statements.
The following are included:
Report of KPMG Peat Marwick
Combined Balance Sheet at January 1, 1994
and January 2, 1993.
Combined Statement of Earnings for the Year
Ended January 1, 1994 and January 2, 1993.
Combined Statement of Cash Flows for the
Year Ended January 1, 1994 and January 2,
1993.
Combined Statement of Shareholder's Equity
for the Year Ended January 1, 1994 and
January 2, 1993.
7
Notes to Combined Financial Statements.
2. Set forth on pages F-23 through F-26 are
Vitramon Incorporated and Vitramon Limited
(U.K.) Combined Interim Financial Statements
(Unaudited). The following are included:
Combined Balance Sheet at April 2, 1994 and
January 1, 1994.
Combined Statement of Earnings for the Quarter
Ended April 2, 1994 and April 3, 1993.
Combined Statement of Cash Flows for the
Quarter Ended April 2, 1994 and April 3,
1993.
Notes to Combined Interim Financial
Statements.
(c) Exhibits.
2.1 Stock Purchase Agreement, dated July 12, 1994, between
Thomas & Betts Corporation and Vishay Intertechnology
Inc.
10.1 Amended and Restated Vishay Intertechnology, Inc.
$302,500,000 Revolving Credit and Term Loan Agreement,
dated as of July 18, 1994, by and among Comerica Bank,
NationsBank of North Carolina, N.A., Berliner Handels-
und Frankfurter Bank, Signet Bank/Maryland, Core-
States Bank, N.A., Bank Hapoalim, B.M., ABN AMRO Bank
N.V. New York Branch, Credit Lyonnais New York Branch,
Meridian Bank, Bank Leumi le-Israel, B.M. and Credit
Suisse (collectively, the "Banks"), Comerica Bank, as
agent for the Banks (the "Agent"), and Vishay
Intertechnology, Inc.("Vishay"), dated as of July 18,
1994.
10.2 Amended and Restated Vishay Beteiligungs GmbH DM
40,000,000 Revolving Credit and DM 9,506,000 Term Loan
Agreement, dated as of July 18, 1994, by and among the
Banks, the Agent and Vishay Beteiligungs GmbH ("VBG").
10.3 Amended and Restated Roederstein DM 104,315,990.20 Term
Loan Agreement, dated as of July 18, 1994, by and among
the Banks, the Agent, and Vishay.
8
10.4 Vishay Intertechnology, Inc. $200,000,000 Acquisition
Loan Agreement, dated as of July 18, 1994, by and among
the Banks, the Agent and Vishay.
10.5 Amended and Restated Guaranty by Vishay to the Banks,
dated July 18, 1994.
10.6 Amended and Restated (Domestic) Guaranty by Dale
Holdings, Inc., Dale Electronics, Inc., Measurements
Group, Inc., Vishay Sprague Holdings Corp. and Sprague
Sanford, Inc. to the Banks, dated July 18, 1994.
10.7 Amended and Restated Permitted Borrowers Guaranty by
Vilna Equities Holding B.V., VBG, Draloric Electronic
GmbH, E-Sil Components Ltd., Sfernice S.A. and
Roederstein GmbH in favor of the Banks dated July 18,
1994.
23 Consent of KPMG Peat Marwick.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
VISHAY INTERTECHNOLOGY, INC.
By: /s/Richard N. Grubb
---------------------------
Name: Richard N. Grubb
Title: Vice President,
Treasurer and CFO
Date: July 18, 1994
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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
----
Pro Forma Condensed Consolidated Financial Statements of
Vishay Intertechnology, Inc. and Vitramon (Unaudited) . . . F-2
Pro Forma Condensed Consolidated Balance Sheet as of
March 31, 1994. . . . . . . . . . . . . . . . . . . . . . F-3
Pro Forma Condensed Consolidated Statement of
Operations for the Year Ended December 31, 1993 . . . . . F-4
Pro Forma Condensed Consolidated Statement of
Operations for the Three Months Ended March 31, 1994. . . F-5
Notes to Pro Forma Condensed Consolidated Financial
Statements. . . . . . . . . . . . . . . . . . . . . . . . F-6
Vitramon Incorporated and Vitramon Limited (U.K.)
Combined Audited Financial Statements
Report of KPMG Peat Marwick. . . . . . . . . . . . . . . . F-10
Combined Balance Sheet at January 1, 1994 and
January 2, 1993 . . . . . . . . . . . . . . . . . . . . . F-11
Combined Statement of Earnings for the Year Ended
January 1, 1994 and January 2, 1993 . . . . . . . . . . . F-12
Combined Statement of Cash Flows for the Year Ended
January 1, 1994 and January 2, 1993 . . . . . . . . . . . F-13
Combined Statement of Shareholder's Equity for the
Years Ended January 1, 1994 and January 2, 1993 . . . . . F-14
Notes to Combined Financial Statements . . . . . . . . . . F-15
Vitramon Incorporated and Vitramon Limited (U.K.)
Combined Interim Financial Statements (Unaudited)
Combined Balance Sheet at April 2, 1994 and
January 1, 1994 . . . . . . . . . . . . . . . . . . . . . F-23
Combined Statement of Earnings for the Quarter
Ended April 2, 1994 and April 3, 1993 . . . . . . . . . . F-24
Combined Statement of Cash Flows for the Quarter
Ended April 2, 1994 and April 3, 1993 . . . . . . . . . . F-25
Notes to Combined Interim Financial Statements . . . . . . F-26
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PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
VISHAY INTERTECHNOLOGY, INC.
AND
VITRAMON
(Unaudited)
The following pro forma condensed consolidated balance sheet
(unaudited) as of March 31, 1994 and pro forma condensed
consolidated statements of operations (unaudited) for the year
ended December 31, 1993 and the three months ended March 31, 1994
give effect to (i) Vishay's acquisition of all of the capital
stock of Vitramon from Thomas & Betts Corporation and (ii) the
sale by Vishay of 2,750,000 shares of Common Stock pursuant to a
contemplated public offering (assuming a public offering price of
$42.50 per share based on the closing market price of the Common
Stock on July 14, 1994) and the use of such proceeds to fund the
prepayment of the Bridge Facility and reduce revolving credit
borrowings. The pro forma condensed consolidated statements of
operations for the year ended December 31, 1993 and the three
months ended March 31, 1994, present the results of operations of
Vishay as if both of the above mentioned transactions were
consummated as of January 1, 1993. The pro forma information is
based on the historical financial statements of Vishay and
Vitramon, giving effect to the acquisition under the purchase
method of accounting and the assumptions and adjustments set
forth in the accompanying notes.
These pro forma condensed consolidated financial statements have
been prepared by Vishay's management based upon the audited
combined financial statements of Vitramon for the year ended
January 1, 1994 and the unaudited combined interim financial
statements of Vitramon as of and for the quarter ended April 2,
1994. These pro forma financial statements may not be indicative
of the results that actually would have occurred if Vishay had
acquired all of the capital stock of Vitramon on the dates
indicated or those that may be obtained in the future. The pro
forma financial statements should be read in conjunction with the
consolidated financial statements of Vishay included in Vishay's
Annual Report on Form 10-K for the year ended December 31, 1993
and Vishay's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1994, and the combined financial statements of Vitramon
for the year ended January 1, 1994 and as of and for and the quarter
ended April 2, 1994, included herein.
12
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(UNAUDITED)
March 31, 1994 April 2, 1994 March 31,
As Reported As Reported Pro Forma 1994
Vishay Vitramon Adjustments Pro Forma
---------- -------- ---------- ----------
(In thousands)
ASSETS
Cash and cash equivalents $19,155 $14,589 $33,744
Accounts receivable 151,297 17,020 168,317
Inventories 226,468 20,077 246,545
Other current assets 38,241 2,707 ($2,090)(C) 38,858
---------- -------- -------- ----------
Total Current Assets 435,161 54,393 (2,090) 487,464
Property and equipment 433,568 44,711 10,000 (C) 488,279
Goodwill 120,695 105,718 (C) 226,413
Other assets 14,266 949 5,250 (C) 22,365
1,900 (C)
---------- -------- -------- ----------
$1,003,690 $100,053 $120,778 $1,224,521
========== ======== ======== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts and notes payable $86,202 $24,605 ($18,000)(C) $92,807
Other current liabilities 91,610 20,280 (10,530)(C) 101,360
Current portion of long-term debt 30,543 1,909 (1,909)(C) 30,543
---------- -------- -------- ----------
Total Current Liabilities 208,355 46,794 (30,439) 224,710
Long-term debt 285,475 13,790 186,700 (A) 360,800
(111,375)(B)
(13,790)(C)
Other non-current liabilities 116,722 2,819 15,000 (C) 134,498
(43)(C)
Stockholders' equity
Common stock 2,123 234 275 (B) 2,398
(234)(C)
Other stockholders' equity 391,015 36,416 111,100 (B) 502,115
(36,416)(C)
---------- -------- -------- ----------
$1,003,690 $100,053 $120,778 $1,224,521
========== ======== ======== ==========
See notes to pro forma condensed consolidated financial statements.
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PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
Year ended Year ended Year Ended
December 31, 1993 January 1, 1994 Pro Forma December 31,
As Reported As Reported Adjustments 1993
Vishay Vitramon - Note D Pro Forma
---------- --------- --------- ----------
(In thousands, except per share data)
Net sales $856,272 $118,394 $974,666
Costs of products sold 663,239 81,512 ($4,253)(2) 740,498
---------- --------- --------- ----------
Gross profit 193,033 36,882 4,253 234,168
Selling, general, and
administrative expenses 118,906 24,136 (5,783)(5) 137,530
271 (6)
Restructuring expenses 6,659 6,659
Unusual items (7,221) (7,221)
---------- --------- --------- ----------
Operating income 74,689 12,746 9,765 97,200
Other income (expense):
Interest expense (20,624) (3,229) (4,142)(1) (24,766)
3,229 (3)
Goodwill amortization (3,294) (2,643)(4) (5,937)
Other 123 (84) 39
---------- --------- --------- ----------
(23,795) (3,313) (3,556) (30,664)
---------- --------- --------- ----------
Earnings before income taxes
and cumulative effect of
accounting change 50,894 9,433 6,209 66,536
Income taxes 8,246 4,773 2,173 (7) 15,192
---------- --------- --------- ----------
Earnings before cumulative
effect of accounting change 42,648 4,660 4,036 51,344
Cumulative effect of accounting
change for income taxes 1,427 1,427
---------- --------- --------- ----------
Net earnings $44,075 $4,660 $4,036 $52,771
========== ========= ========= ==========
Earnings per share - Note E
Before cumulative effect of
accounting change $1.91 $2.05
Accounting change for
income taxes $0.07 $0.06
---------- ----------
Net earnings $1.98 $2.11
========== ==========
Weighted average shares
outstanding - Note E 22,289 25,039
See notes to pro forma condensed consolidated financial statements.
14
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
Three Months Three Months Three Months
Ended Ended Ended
March 31, 1994 April 2, 1994 Pro Forma March 31,
As Reported As Reported Adjustments 1994
Vishay Vitramon - Note D ProForma
---------- --------- --------- ---------
(In thousands, except per share data)
Net sales $226,015 $34,575 $260,590
Costs of products sold 175,215 23,743 ($1,092)(2) 197,866
---------- --------- --------- ---------
Gross profit 50,800 10,832 1,092 62,724
Selling, general, and
administrative expenses 30,176 6,528 (1,569)(5) 35,203
68 (6)
---------- --------- --------- ---------
Operating income 20,624 4,304 2,593 27,521
Other income (expense):
Interest expense (5,040) (729) (1,035)(1) (6,075)
729 (3)
Goodwill amortization (801) (661)(4) (1,462)
Other 468 73 541
---------- --------- --------- ---------
(5,373) (656) (967) (6,996)
---------- --------- --------- ---------
Earnings before income taxes 15,251 3,648 1,626 20,525
Income taxes 2,593 1,676 569 (7) 4,838
---------- --------- --------- ---------
Net earnings $12,658 $1,972 $1,057 $15,687
========== ========= ========= =========
Earnings per share - Note E $0.57 $0.63
========== =========
Weighted average shares
outstanding - Note E 22,292 25,042
========== =========
See notes to pro forma condensed consolidated financial statements.
15
NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Certain financial information has been derived from the combined
audited financial statements and notes thereto of Vitramon for
the year ended January 1, 1994 and from Vitramon's unaudited
combined interim financial statements as of and for the quarter ended
April 2, 1994.
(A) Reflects an increase in outstanding indebtedness as a result
of the purchase by Vishay of all of the capital stock of Vitramon
from Thomas & Betts. Assumes additional borrowings of $200,000
(including $100,000 Bridge Facility) from a syndicate of banks,
use of $186,700 of such borrowings to finance the acquisition and
use of $13,300 to reduce revolving credit borrowings, which
results in increased long-term debt of $186,700. Purchase price
and related costs financed through long-term debt:
Purchase price . . . . . . . . . . . . . . . . . . . $ 184,000
Professional fees and other liabilities. . . . . . . 2,700
---------
Total purchase price . . . . . . . . . . . . . . . . $ 186,700
=========
(B) Reflects the assumed receipt of the estimated net proceeds
of $111.4 million from the proposed sale by Vishay of 2,750,000
shares of Common Stock pursuant to a contemplated public offering
(assuming a public offering price of $42.50 per share based on
the closing market price of the Common Stock on July 14, 1994)
and the use of such proceeds to fund the prepayment of the
$100,000 Bridge Facility and to reduce revolving credit borrowings.
Increase
(Decrease)
----------
Long-term debt . . . . . . . . . . . . . . . . . . . $(111,375)
Common stock . . . . . . . . . . . . . . . . . . . . 275
Other stockholders' equity . . . . . . . . . . . . . 111,100
(C) Under purchase accounting, Vitramon's assets and liabilities
are required to be adjusted from historical amounts to their
estimated fair values. Purchase accounting adjustments have been
preliminarily estimated by Vishay's management based upon
available information and are believed by management to be
reasonable. There can be no assurance, however, that the
estimated adjustments represent the final purchase accounting
adjustments that will ultimately be determined by Vishay. The
following pro forma adjustments have been made to reflect the
estimated fair values of the assets and liabilities of Vitramon
as of March 31, 1994 and to eliminate assets and liabilities
which were retained by Thomas & Betts under the terms of the
purchase agreement.
16
Net Assets
-------------------
Increase (Decrease)
As reported by Vitramon:
Common Stock . . . . . . . . . . . . . . . . . . . $ 234
Other stockholders' equity . . . . . . . . . . . . 36,416
--------
36,650
Fair value adjustments:
Property and equipment . . . . . . . . . . . . . . 10,000
Estimated Vitramon restructuring costs . . . . . . (15,000)
Deferred income taxes
Other current assets . . . . . . . . . . . . . . ( 2,090)
Other assets . . . . . . . . . . . . . . . . . . 5,250
Other non-current liabilities. . . . . . . . . . 43
Assets and liabilities retained by Thomas & Betts:
Accounts and notes payable . . . . . . . . . . . 18,000
Other current liabilities. . . . . . . . . . . . 10,530
Current portion of long-term debt. . . . . . . . 1,909
Long-term debt . . . . . . . . . . . . . . . . . 13,790
Deferred bank costs. . . . . . . . . . . . . . . . 1,900
Cost in excess of net assets of company acquired . 105,718
--------
Total purchase price . . . . . . . . . . . . . . . $186,700
========
(D) For purposes of determining the pro forma effect of the
Vitramon acquisition on the Vishay consolidated statement of
operations, the following estimated pro forma adjustments have
been made:
Increase (Decrease) Income
--------------------------
Year Ended Three Months Ended
12/31/93 3/31/94
-------- -------
1. Interest expense on net
additional variable rate
long-term debt of
$75,300 at a 5.5%
assumed rate. . . . . . . . $( 4,142) $( 1,035)
2. Decrease in depreciation
resulting from adjustments
to fair value of property,
plant and equipment and the
establishment by Vishay of
estimated remaining useful
lives . . . . . . . . . . . 4,253 1,092
3. Elimination of Vitramon's
interest expense relating
to debt not assumed by
Vishay. . . . . . . . . . . 3,229 729
17
4. Amortization of cost in
excess of net assets acquired
(goodwill) over a forty-year
period. . . . . . . . . . . ( 2,643) ( 661)
5. Elimination of Vitramon's
management charges from
parent. . . . . . . . . . . 5,783 1,569
6. Amortization of deferred
bank costs over a seven-year
period. . . . . . . . . . . ( 271) ( 68)
7. Income tax expense applicable
to adjustments at a 35%
assumed rate. . . . . . . . ( 2,173) ( 569)
-------- -------
$ 4,036 $ 1,057
======== =======
Vitramon's management charges from parent noted above represent
services provided by Thomas & Betts for general management,
accounting, internal audit, cash management, risk management,
human resources, legal and tax services. These costs have been
eliminated as Vishay's current organization is structured to
provide these management services without incurring significant
additional costs.
(E) Earnings per share for the year ended December 31, 1993 and
the three months ended March 31, 1994 were computed as follows
(in thousands, except earnings per share data):
Year Ended Three Months Ended
12/31/93 3/31/94
-------- -------
Weighted average number of
common shares outstanding. . . 22,289 22,292
Contemplated issuance of
common stock . . . . . . . . . 2,750 2,750
------- -------
Total. . . . . . . . . . . . . . 25,039 25,042
======= =======
Pro forma net earnings . . . . . $52,771 $15,687
======= =======
Pro forma net earnings per share $ 2.11 $ 0.63
======= =======
(F) The pro forma condensed consolidated financial statements
are presented assuming that Vishay will complete a contemplated
public offering of 2,750,000 shares of common stock as described
in Note B. While it is Vishay's current intention to complete such
offering, Vishay cannot assure that the offering will occur as
planned. If such offering does not occur, the pro forma long-
18
term debt would increase by $111,375 and pro forma stockholders'
equity would decrease by a corresponding amount. Also, pro forma
interest expense for the year ended December 31, 1993 and the
three months ended March 31, 1994 would increase by $6,126 and
$1,531, respectively. After considering applicable income tax
effects, pro forma net earnings and earnings per share would be
as follows:
Year Three Months
Ended Ended
12/31/93 3/31/94
-------- -------
Net earnings. . . . . . . . . . . $48,789 $14,692
Earnings per share. . . . . . . . $2.19 $0.66
19
VITRAMON INCORPORATED AND VITRAMON LIMITED (U.K.)
Independent Auditors' Report
- ----------------------------
The Boards of Directors
Vitramon, Incorporated and Vitramon Limited (UK):
We have audited the combined balance sheets of Vitramon, Incorporated
and subsidiaries and Vitramon Limited (UK) (both of which are
directly or indirectly wholly-owned subsidiaries of Thomas & Betts
Corporation) as of January 1, 1994 and January 2, 1993, and the
related combined statements of earnings, cash flows, and shareholder's
equity for the years then ended. These combined financial statements
are the responsibility of the Company's management. Our
responsibility is to express an opinion on these combined financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. These standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
In our opinion, the combined financial statements referred to above
present fairly, in all material respects, the financial position of
Vitramon, Incorporated and subsidiaries and Vitramon Limited (UK) at
January 1, 1994 and January 2, 1993, and the results of their
operations and their cash flows for the years then ended in conformity
with generally accepted accounting principles.
KPMG Peat Marwick
June 17, 1994, except as to
note 10, which is as of
July 13, 1994
20
VITRAMON INCORPORATED AND VITRAMON LIMITED (U.K.)
COMBINED BALANCE SHEET
(In Thousands) January 1, January 2,
ASSETS 1994 1993
CURRENT ASSETS --------- ---------
Cash $ 11,881 $ 7,857
Receivables, less allowance for doubtful accounts and
cash discounts of $655 in 1993 and $564 in 1992 13,669 13,189
Inventories:
Finished goods 6,998 7,235
Work in process 3,062 3,750
Raw materials 11,092 10,407
-------- --------
Total inventories 21,152 21,392
Deferred income taxes 2,009 1,879
Prepaid expenses 524 830
-------- --------
Total Current Assets 49,235 45,147
-------- --------
PROPERTY, PLANT AND EQUIPMENT
Land and land improvements 2,945 3,125
Buildings 22,520 23,797
Machinery and equipment 55,185 52,729
Construction in progress 6,904 3,532
-------- --------
87,554 83,183
Less accumulated depreciation 44,755 39,253
-------- --------
42,799 43,930
OTHER ASSETS 945 1,021
-------- --------
TOTAL ASSETS $ 92,979 $90,098
======== ========
LIABILITIES AND SHAREHOLDER'S EQUITY
CURRENT LIABILITIES
Short-term borrowings $ 88 $ 51
Current maturities of long-term bank debt 1,856 650
Notes payable to parent company 18,000 10,166
Accounts payable 5,180 5,944
Accounts payable - parent company 11,407 13,135
Accrued liabilities 4,376 3,890
Income taxes 1,154 0
Deferred income taxes - 507
-------- --------
Total Current Liabilities 42,061 34,343
LONG-TERM BANK DEBT 13,874 18,248
DEFERRED INCOME TAXES 1,376 1,565
OTHER LONG-TERM LIABILITIES 1,233 1,117
SHAREHOLDER'S EQUITY
Common stock 234 234
Additional paid-in capital 9,679 9,679
Retained earnings 24,127 23,467
Foreign currency translation adjustment 395 1,445
-------- --------
Total Shareholder's Equity 34,435 34,825
-------- --------
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY $ 92,979 $ 90,098
======== ========
See notes to Combined Financial Statements.
21
VITRAMON INCORPORATED AND VITRAMON LIMITED (U.K.)
COMBINED STATEMENT OF EARNINGS
(In Thousands) Year ended
January 1, January 2
1994 1993
---------- ----------
NET SALES $ 118,394 $ 111,528
---------- ----------
COSTS AND EXPENSES
Cost of sales 81,512 77,624
Marketing, general and administrative 14,453 13,850
Research and development 3,900 3,601
Management charge 5,783 4,965
---------- ----------
105,648 100,040
Earnings from operations 12,746 11,488
Other expense - net 3,313 2,711
---------- ----------
Earnings before income taxes 9,433 8,777
Income taxes 4,773 4,479
---------- ----------
NET EARNINGS $ 4,660 $ 4,298
========== ==========
See notes to Combined Financial Statements.
22
VITRAMON INCORPORATED AND VITRAMON LIMITED (U.K.)
COMBINED STATEMENT OF CASH FLOWS
(In Thousands) Year ended
January 1, January 2,
1994 1993
--------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings $ 4,660 $ 4,298
Adjustments:
Depreciation and amortization 8,908 8,009
Changes in assets and liabilities:
Receivables (1,506) (1,240)
Inventories (810) (2,031)
Prepaid expenses 296 (264)
Accounts payable (554) 1,513
Accounts payable - Parent Company (1,912) 12,850
Accrued liabilities 629 463
Income taxes 1,423 (2,511)
Other 902 35
--------- --------
Net cash provided by operating activities 12,036 21,122
--------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment (10,511) (9,202)
Proceeds from sale of property, plant and equipment 38 91
--------- --------
Net cash used in investing activities (10,473) (9,111)
--------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in short-term borrowings 144 (3,831)
Proceeds from long-term debt and other borrowings 23 3,306
Proceeds from Parent Company debt 7,834 416
Repayment of long-term debt and other borrowings (1,457) (387)
Cash dividends paid (4,000) (10,000)
--------- --------
Net cash provided by (used in) financing activities 2,544 (10,496)
--------- --------
EFFECT OF EXCHANGE RATE CHANGES ON CASH (83) 219
--------- --------
Net increase in cash 4,024 1,734
Cash at beginning of year 7,857 6,123
--------- --------
Cash at end of year $ 11,881 $ 7,857
========= ========
See notes to Combined Financial Statements.
23
VITRAMON INCORPORATED AND VITRAMON LIMITED (U.K.)
COMBINED STATEMENT OF SHAREHOLDER'S EQUITY
(In Thousands)
Common Stock Additional Cumulative
------------------- Paid-in Retained Translation
Shares Dollars Capital Earnings Adjustment
------ ------- ----------- -------- ------------
Balance at December 28, 1991 1,990 $ 234 $ 9,679 $29,169 $ 2,154
----- ------ ------- ------- --------
Net earnings 4,298
Dividends (10,000)
Translation adjustment net of
income tax of $366 709
----- ------ ------- ------- --------
Balance at January 2, 1993 1,990 234 9,679 23,467 1,445
----- ------ ------- ------- --------
Net earnings 4,660
Dividends (4,000)
Translation adjustment net of
income tax of ($531) (1,050)
----- ------ ------- ------- --------
Balance at January 1, 1994 1,990 $ 234 $ 9,679 $24,127 $ 395
----- ------ ------- ------- --------
Common Stock:
(Dollars in Thousands)
Issued
---------------------- Par
Shares Dollars Authorized Value
------ ------- ---------- -----
Vitramon, Incorporated 1,965,000 $ 197 2,000,000 $0.10
Vitramon Limited (U.K.) 25,000 $ 37 50,000 (BPS)1.00
See notes to Combined Financial Statements.
24
VITRAMON INCORPORATED AND VITRAMON LIMITED (U.K.)
NOTES TO COMBINED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
On July 17, 1987, a merger of Vitramon, Incorporated with a subsidiary
of Thomas & Betts Corporation was completed. The accompanying
combined financial statements include Vitramon, Incorporated and
subsidiaries and Vitramon Limited (UK) (collectively, Vitramon).
These legal entities are directly or indirectly wholly owned by Thomas
and Betts Corporation. All significant intercompany balances and
transactions have been eliminated.
A minority investment in a Thomas & Betts affiliate held by Vitramon
Incorporated, which is excluded from the proposed sale of Vitramon
(see Note 10), has been excluded from the accompanying combined
financial statements.
Fiscal Year
Vitramon's fiscal year consists of 52 and 53 weeks ending on the
Saturday closest to the end of the calendar year.
Inventories
Inventories are stated at the lower of cost (first-in, first-out) or
market. Costs included in inventories consist of materials, labor,
and manufacturing overhead that are related to acquisition or
production costs.
Property, plant and equipment
Property, plant and equipment are stated at cost. Expenditures for
maintenance and repair are charged to costs and expenses as incurred.
Significant renewals and betterments that extend the lives of assets
are capitalized. Depreciation is computed principally on an
accelerated method over the estimated useful lives of the assets,
which range principally from 5 to 40 years for land improvements, 35
to 45 years for buildings, and 5 years for machinery and equipment.
Income Taxes
Income taxes payable represent foreign taxes to be remitted directly
by Vitramon to Non-U.S. taxing authorities. All federal and state
income taxes are included in Accounts Payable - Parent Corporation.
Federal and state income taxes are remitted by parent Thomas & Betts
Corporation to the taxing authorities.
Effective January 3, 1993, Vitramon changed from the deferred method
of accounting for income taxes under APB Opinion No. 11, to the
provisions of Statement of Financial Accounting Standards (SFAS) No.
109, "Accounting for Income Taxes." The effect of adopting SFAS No.
109 was not material to the combined financial statements. Prior
years' financial statements have not been restated. SFAS No. 109
requires the asset and liability method of accounting for income
taxes. Under this method, the Corporation provides deferred income
taxes to record temporary differences between the financial statement
carrying amounts and the tax basis of assets and liabilities.
Deferred taxes are not provided on undistributed net earnings of
foreign subsidiaries, approximately $1,900,000 at January 1, 1994, to
the extent that those earnings are expected to be permanently
reinvested in the subsidiaries. It is estimated that taxes ultimately
payable on the distribution of these earnings would not be
significant.
25
VITRAMON INCORPORATED AND VITRAMON LIMITED (U.K.)
Cash Flow Information
Foreign cash flows have been converted to U.S. dollars at
appropriately weighted average exchange rates or exchange rates in
effect at the time of the cash flows where determinable.
Net cash provided by operating activities for the years 1993 and 1992
respectively, reflect cash payments for trade interest of $1,684,000
and $2,035,000 respectively; interest on Thomas & Betts debt of
$1,271,000 and $952,000, respectively; and income taxes paid directly
by Vitramon or paid on its behalf by parent company, of $3,747,000 and
$4,878,000 respectively.
2. INCOME TAXES
Income taxes were determined as if Vitramon were a stand-alone
corporation. Actual U.S. income taxes were determined as part of the
parent company's consolidated return. The consolidated return
reflected certain tax planning strategies available to the parent that
were not used in calculating the tax provision in the accompanying
combined financial statements, which resulted in an increased tax rate
in both years due primarily to taxes in excess of the U.S. tax rate on
foreign earnings.
The components of earnings before income taxes are as follows:
In thousands 1993 1992
Domestic $3,586 $3,202
Foreign 5,847 5,575
------ ------
Total $9,433 $8,777
====== ======
The components of income tax expense are as follows:
In thousands 1993 1992
Current
Domestic $1,427 $ 530
Foreign 2,266 3,222
State and local 254 325
------ ------
Total current 3,947 4,077
------ ------
Deferred
Domestic (55) 657
Foreign 881 (255)
------ ------
Total deferred 826 402
------ ------
Total $4,773 $4,479
====== ======
26
VITRAMON INCORPORATED AND VITRAMON LIMITED (U.K.)
The reconciliation between the Federal statutory tax rate and
Vitramon's effective tax rate is as follows:
1993 1992
Federal statutory tax rate 35.0% 34.0%
State tax 1.8 2.4
Foreign subsidiary losses
providing no current tax
benefit 4.0 4.5
Taxes in excess of the
U.S. tax rate on
foreign earnings 9.8 10.1
---- ----
Effective tax rate 50.6% 51.0%
==== ====
All U.S. taxes are recorded as payable to parent, Thomas & Betts
Corporation, and therefore, all U.S. deferred taxes will eventually be
settled against that payable to parent.
The components of Vitramon's net deferred tax asset at January 1, 1994
were:
In thousands U.S. Non U.S. Total
------ -------- -----
Deferred tax assets:
Accrued reserves $1,316 $ 297 $1,613
Accrued employee benefits 682 44 726
Loss carry forwards - 304 304
Other 92 64 156
Valuation allowance - (304) (304)
------ ------ ------
Net deferred tax assets 2,090 405 2,495
------ ------ ------
Deferred tax liabilities:
Property, plant and equipment - 1,293 1,293
Other 43 526 569
------ ------ ------
Net deferred tax liabilities 43 1,819 1,862
------ ------ ------
Net deferred tax asset $2,047 $1,414 $ 633
====== ====== ======
The net change in the valuation allowance for deferred tax assets was
a reduction of $115,000 in 1993. The change relates to a loss carry
forward recovered in 1993. Carry forwards remaining at January 1,
1994 can be carried forward indefinitely.
27
VITRAMON INCORPORATED AND VITRAMON LIMITED (U.K.)
3. BORROWINGS
Vitramon's long-term bank debt was as follows:
In thousands January 1, January 2,
1994 1993
Deutsche Mark Notes:
7.1% due 2001 $ 2,780 $3,205
7.1% due 2001 2,780 3,205
9.0% due 2004 3,557 4,275
7.2% due 2005 3,939 4,487
7.3% due 1999 765 1,001
9.5% due 2001 1,658 1,923
French Franc Notes:
8.5% due 1997 48 575
Capital leases 203 227
------- -------
15,730 18,898
Less current portion 1,856 650
------- -------
$13,874 $18,248
======= =======
All long-term debt is guaranteed by parent, Thomas & Betts
Corporation.
Principal payments on long-term debt due in the five years
subsequent to January 2, 1994, are $1,856,000, $1,921,000, $1,855,000,
$1,785,000 and $1,763,000.
Vitramon's debt payable to parent, Thomas & Betts Corporation,
was as follows:
In thousands January 1, January 2,
1994 1993
U.S. Dollar Notes:
10% due on demand $ 3,000,000 $ 3,000,000
Prime + 1%, due on demand 7,000,000 7,000,000
Prime + 1%, due on demand 8,000,000
Japanese Yen Notes:
6% due 11-1-93 - 82,986
6% due 10-13-93 - 83,474
----------- -----------
$18,000,000 $10,166,460
=========== ===========
4. RELATED PARTY TRANSACTIONS
Vitramon received and paid for management services provided by Thomas
& Betts. Generally, these management services included general
management, accounting, internal audit, cash management, risk
management, human resource, legal and tax services. The cost of such
services was $5,783,000 and $4,965,000 for the years 1993 and 1992
respectively. Management believes that all allocations are made on a
reasonable basis; however, these costs are not necessarily
representative of the costs which would have been incurred by
Vitramon as an independent company.
Vitramon paid sales commissions to a Foreign Sales Corporation (FSC)
wholly owned by Thomas & Betts to obtain favorable tax treatment on
export sales.
28
VITRAMON INCORPORATED AND VITRAMON LIMITED (U.K.)
5. POSTRETIREMENT BENEFITS
Vitramon has a noncontributory pension plan covering substantially all
its domestic employees. This plan generally provides pension benefits
that are based on compensation levels and years of service.
Vitramon's funding policy for this plan is to contribute amounts
sufficient to maintain a benefit-security ratio (fair value of plan
assets over accumulated benefit obligation) of at least 125 percent.
Plan assets are primarily invested in equity securities, fixed income
securities, cash equivalents and real estate.
Net periodic pension cost for 1993 and 1992 for Vitramon's defined
benefit pension plan included the following components:
In thousands 1993 1992
Service cost - benefits earned
during the period $465 $316
Interest cost on projected
benefit obligation 508 421
Actual return on assets (499) (538)
Net amortization and deferral (131) (128)
----- -----
Net periodic pension cost $ 343 $ 71
===== =====
Assumptions used in developing the net periodic pension cost were:
1993 1992
Discount rate 8.0% 8.5%
Rate of increase
in compensation level 5.5% 5.0%
Expected long-range rate
of return on plan assets 8.5% 8.5%
29
VITRAMON INCORPORATED AND VITRAMON LIMITED (U.K.)
The following table sets forth the funded status of Vitramon's defined
benefit plan as of December 1, 1993 and 1992 and amounts recognized in
Vitramon's balance sheet:
In thousands January 1, January 2,
1994 1993
Actuarial present value of
benefit obligations:
Vested employees $5,492 $4,540
Non-vested employees 165 116
------ -------
Accumulated benefit obligation 5,657 4,656
Additional amounts related to
projected pay increases 1,855 961
------ -------
Projected benefit obligation 7,512 5,617
Plan assets at fair value 7,541 7,154
Plan assets in excess of ------ ------
projected benefit obligation 29 1,537
Unrecognized transition
obligation (281) (311)
Unrecognized net gain (167) (1,421)
Accrued pension liability (recorded ------- ------
in accrued liabilities in the
balance sheet) $ (419) $(195)
======= =====
The present value of projected benefits for the above plan for
December 1, 1993 was determined using a discount rate of 7.5% and 8%
as of 1993 and 1992, respectively, and an assumed rate of increase in
compensation of 5.5%. Vitramon also sponsors a defined contribution
401(K) savings plan for its U.S. employees where company contributions
are based on a percentage of employee contributions. The cost of
these plans was $294,000 in 1993 and $287,000 in 1992.
Other pension costs, primarily for non-U.S. defined contribution plans
and plans of insignificant size, amounted to $243,000 in 1993 and
$178,000 in 1992.
Effective January 3, 1993, Vitramon adopted the provisions of SFAS No.
106, "Employers Accounting for Postretirement Benefits Other Than
Pensions." This Statement required changing from a cash to an accrual
basis in accounting for retiree health insurance costs. Vitramon is
recognizing the estimated liability for these benefits over the lives
of the individuals covered. This liability is not being funded. All
employees entitled to these benefits are retired. The total
accumulated postretirement benefit obligation at January 1, 1994 was
$312,000. The net periodic cost for 1993 was $50,000 and the accrued
postretirement benefit costs on the balance sheet at January 1, 1994
was $23,000.
The weighted average discount rate used in determining the accumulated
postretirement benefit obligation was 7.5%. An increase in the cost
of covered health care benefits of 12% was assumed for fiscal year
1993.
This rate was assumed to decrease incrementally to 6.5% after fifteen
years and remain at that level thereafter.
Prior to adoption of SFAS No. 106, postretirement health care and life
insurance benefits paid were $41,000 in 1992.
30
VITRAMON INCORPORATED AND VITRAMON LIMITED (U.K.)
6. COMMITMENTS
Vitramon and its subsidiaries are parties to various leases relating
to plants, warehouses, office facilities, automobiles, and other
equipment, principally data processing equipment. All operating leases
are renewed annually, and all capital leases expire prior to 1997.
Real estate taxes, insurance, and maintenance expenses are normally
obligations of Vitramon. It is expected that in the normal course of
business the majority of the leases will be renewed or replaced by
other leases. Vitramon has capitalized leases principally for
machinery and equipment. At January 1, 1994 and January 2, 1993, net
property, plant and equipment included $236,000 and $228,000,
respectively, for capital leases.
Future minimum payments under capital leases consisted of the
following at January 1, 1994:
In thousands
1994 $146,000
1995 80,000
1996 10,000
--------
Total minimum lease payments 236,000
Less amounts representing interest 33,000
--------
Present value of future minimum lease payments $203,000
========
Rent expense for operating leases was $546,000 in 1993 and $525,000 in
1992.
7. SIGNIFICANT CUSTOMERS
In 1993 and 1992, sales to the automotive industry represented 35% and
32% of total sales, respectively. In 1993 and 1992, sales to a single
customer represented 16% of total sales.
8. OTHER FINANCIAL DATA
Other expense - net consists of the following:
In thousands 1993 1992
Interest income $ 258 $ 280
Interest expense (1,958) (2,065)
Interest expense - parent company debt (1,271) (952)
Net currency gains (losses) (31) 282
FSC expense (315) (293)
Other 4 37
------- -------
$(3,313) $(2,711)
======= =======
Accrued liabilities consist of the following:
In thousands 1993 1992
Salaries, fringe benefits
and other compensation $2,982 $2,556
Taxes other than income 200 320
Pension 475 262
Other 719 752
-------- --------
$ 4,376 $ 3,890
======== ========
31
VITRAMON INCORPORATED AND VITRAMON LIMITED (U.K.)
9. INFORMATION RELATING TO OPERATIONS IN DIFFERENT GEOGRAPHIC AREAS
Vitramon operations are conducted in three principal geographic areas:
Domestic, Europe, and Other International locations including Brazil,
Australia, and Japan. Transfers between geographic areas are priced
on a basis that yields an appropriate rate of return based on assets
employed, risk and other factors.
Financial Information Relating to Operations in
Different Geographic Areas
In thousands 1993 1992
Sales to Unaffiliated Customers:
Domestic $ 54,891 $ 44,548
Europe 58,493 62,946
Other International 5,010 4,034
---------- --------
Total $118,394 $111,528
========== ========
Sales or Transfers Between Geographic Areas:
Domestic $ 7,157 $ 6,541
Europe 1,254 1,156
---------- --------
Total $ 8,411 $ 7,697
========== ========
Earnings Before Income Taxes:
Domestic $ 4,007 $ 2,922
Europe 6,594 6,691
Other (1,373) (1,122)
Adjustments and eliminations 205 286
---------- --------
Total $ 9,433 $ 8,777
========== ========
Identifiable Assets:
Domestic $ 44,697 $ 34,966
Europe 44,077 48,246
Other 3,112 3,466
Adjustments and eliminations 1,117 2,072
---------- --------
Total $ 93,003 $ 89,750
========== ========
10. SUBSEQUENT EVENT
On July 13, 1994, Thomas & Betts Corporation announced an agreement to
sell Vitramon to Vishay Intertechnology, Inc.
32
VITRAMON INCORPORATED AND VITRAMON LIMITED (U.K.)
COMBINED BALANCE SHEET (UNAUDITED)
(In Thousands)
ASSETS April 2, 1994 January 1, 1994
CURRENT ASSETS -------------------------------------
Cash $ 14,589 $ 11,881
Accounts receivable 17,020 13,669
Inventories:
Finished goods 5,151 6,998
Work in process 3,414 3,062
Raw materials 11,512 11,092
-------------------------------------
Total Inventories 20,077 21,152
Deferred income taxes 2,021 2,009
-------------------------------------
Prepaid expenses 686 524
-------------------------------------
Total Current Assets 54,393 49,235
PROPERTY, PLANT AND EQUIPMENT
Land and land improvements 2,989 2,945
Buildings 22,861 22,520
Machinery and equipment 56,551 55,185
Construction in progress 9,716 6,904
-------------------------------------
92,117 87,554
Less accumulated depreciation 47,406 44,755
-------------------------------------
44,711 42,799
OTHER ASSETS 949 945
-------------------------------------
TOTAL ASSETS $ 100,053 $ 92,979
-------------------------------------
LIABILITIES AND SHAREHOLDER'S EQUITY
CURRENT LIABILITIES
Short-term borrowings $ -- $ 88
Current maturities of long-term bank debt 1,909 1,856
Notes payable to parent company 18,000 18,000
Accounts payable 6,605 5,180
Accounts payable - parent company 12,544 11,407
Accrued liabilities 5,339 4,376
Income taxes 2,397 1,154
Deferred income taxes -- --
-------------------------------------
Total Current Liabilities 46,794 42,061
LONG-TERM BANK DEBT 13,790 13,874
DEFERRED INCOME TAXES 1,550 1,376
OTHER LONG-TERM LIABILITIES 1,269 1,233
SHAREHOLDER'S EQUITY
Common stock 234 234
Additional paid-in capital 9,679 9,679
Retained earnings 26,099 24,127
Foreign currency translation adjustment 638 395
-------------------------------------
Total Shareholder's Equity 36,650 34,435
-------------------------------------
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY 100,053 $ 92,979
=====================================
See Notes to Combined Interim Financial Statements.
33
VITRAMON INCORPORATED AND VITRAMON LIMITED (U.K.)
COMBINED STATEMENT OF EARNINGS (UNAUDITED)
Quarter ended
(In Thousands) April 2, 1994 April 3, 1993
------------- -------------
NET SALES $ 34,575 $ 31,931
---------- ---------
COSTS AND EXPENSES
Cost of sales 23,743 21,953
Marketing, general and administrative 3,867 3,708
Research and development 1,092 976
Management charge 1,569 1,446
---------- ---------
30,271 28,083
---------- ---------
Earnings from operations 4,304 3,848
Other expense - net (656) (908)
---------- ---------
Earnings before income taxes 3,648 2,940
Income taxes 1,676 1,470
---------- ---------
NET EARNINGS $ 1,972 $ 1,470
========== =========
See Notes to Combined Interim Financial Statements.
34
VITRAMON INCORPORATED AND VITRAMON LIMITED (U.K.)
COMBINED STATEMENT OF CASH FLOWS (UNAUDITED)
(In Thousands)
Quarter ended
April 2, April 3,
1994 1993
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings $ 1,972 $ 1,470
Adjustments:
Depreciation and amortization 2,277 2,246
Changes in assets and liabilities:
Receivables (3,155) (2,399)
Inventories 1,330 649
Prepaid expenses (154) (177)
Accounts payable 1,379 427
Accounts payable - Parent Company 1,079 1,743
Accrued liabilities 898 1,020
Income taxes 1,336 472
Other 28 127
------- -------
Net cash provided by operating activities 6,990 5,578
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment (3,647) (1,997)
Proceeds from sale of property, plant and equipment 9 -
------- -------
Net cash used in investing activities (3,638) (1,997)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in short-term borrowings (88) 223
Proceeds from long-term debt and other borrowings 36 23
Proceeds from Parent Company debt - -
Repayment of long-term debt and other borrowings (526) (156)
Cash dividends paid - -
------- -------
Net cash used in financing activities (578) 90
------- -------
EFFECT OF EXCHANGE RATE CHANGES IN CASH (66) 15
------- -------
Net increase in cash 2,708 3,686
Cash at beginning of year 11,881 7,857
------- -------
Cash at end of year $14,589 $11,543
======= =======
See notes to Combined Interim Financial Statements
35
VITRAMON INCORPORATED AND VITRAMON LIMITED (U.K.)
Notes to Combined Interim Financial Statements
(Unaudited)
1) In the opinion of Management, the accompanying combined interim financial
statements contain all adjustments (consisting of only normal recurring
accruals) necessary for the fair presentation of the financial position as
of April 2, 1994 and January 1, 1994, and the results of operations and
cash flows for the periods ended April 2, 1994 and April 3, 1993.
2) Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. It is suggested
that these combined interim financial statements be read in conjunction
with the financial statements and notes thereto included in Vitramon's
Combined Financial Statements for the fiscal year ended January 1, 1994.
The results of operations for the period ended April 2, 1994 are not
necessarily indicative of the operating results for the full year.
36
EXHIBITS TO
FORM 8-K
VISHAY INTERTECHNOLOGY, INC.
EXHIBIT INDEX
Sequential
Page Number
-----------
2.1 Stock Purchase Agreement, dated July 12, 1994,
between Thomas & Betts Corporation and Vishay
Intertechnology Inc.
10.1 Amended and Restated Vishay Intertechnology, Inc.
$302,500,000 Revolving Credit and Term Loan
Agreement, dated as of July 18, 1994, by and among
Comerica Bank, NationsBank of North Carolina, N.A.,
Berliner Handels-und Frankfurter Bank, Signet
Bank/Maryland, CoreStates Bank, N.A., Bank
Hapoalim, B.M., ABN AMRO Bank N.V. New York Branch,
Credit Lyonnais New York Branch, Meridian Bank,
Bank Leumi le-Israel, B.M. and Credit Suisse
(collectively, the "Banks"), Comerica Bank, as
agent for the Banks (the "Agent"), and Vishay
Intertechnology, Inc.("Vishay"), dated as of July
18, 1994.
10.2 Amended and Restated Vishay Beteiligungs GmbH DM
40,000,000 Revolving Credit and DM 9,506,000 Term
Loan Agreement, dated as of July 18, 1994, by and
among the Banks, the Agent and Vishay Beteiligungs
GmbH ("VBG").
10.3 Amended and Restated Roderstein DM 104,315,990.20
Term Loan Agreement, dated as of July 18, 1994, by
and among the Banks, the Agent, Vishay and VBG.
10.4 Vishay Intertechnology, Inc. $200,000,000
Acquisition Loan Agreement, dated as of July 18,
1994, by and among the Banks, the Agent and Vishay.
10.5 Amended and Restated Guaranty by Vishay to the
Banks, dated July 18, 1994.
10.6 Amended and Restated (Domestic) Guaranty by Dale
Holdings, Inc., Dale Electronics, Inc.,
Measurements Group, Inc., Vishay Sprague Holdings
Corp. and Sprague Sanford, Inc. to the Banks, dated
July 18, 1994.
10.7 Amended and Restated Permitted Borrowers Guaranty
by Vilna Equities Holding B.V., VBG, Draloric
Electronic GmbH, E-Sil Components Ltd., Sfernice
S.A. and Roederstein GmbH to the Banks dated July
18, 1994.
23 Consent of KPMG Peat Marwick.