VISHAY INTERTECHNOLO

VSH
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VISHAY INTERTECHNOLOGY INC Management's Discussion and Analysis of Financial Condition and Results of Operations (form 10-Q)

05/03/2022 | 04:07pm


This Management's Discussion and Analysis ("MD&A") is intended to provide an
understanding of Vishay's financial condition, results of operations and cash
flows by focusing on changes in certain key measures from period to period. The
MD&A should be read in conjunction with our Consolidated Condensed Financial
Statements and accompanying Notes included in Item 1. This discussion contains
forward-looking statements that involve risks and uncertainties. Our actual
results could differ materially from those anticipated in these forward-looking
statements as a result of various factors, including those discussed in our
Annual Report on Form 10-K, particularly in Item 1A. "Risk Factors," filed with
the Securities and Exchange Commission on February 23, 2022.


Overview



Vishay Intertechnology, Inc. ("Vishay," "we," "us," or "our") manufactures one
of the world's largest portfolios of discrete semiconductors and passive
electronic components that are essential to innovative designs in the
automotive, industrial, computing, consumer, telecommunications, military,
aerospace, and medical markets.



We operate in six segments based on product functionality: MOSFETs, Diodes,
Optoelectronic Components, Resistors, Inductors, and Capacitors.




We are focused on enhancing stockholder value by growing our business and
improving earnings per share. Since 1985, we have pursued a business strategy
of growth through focused research and development and acquisitions. We plan to
continue to grow our business through intensified internal growth supplemented
by opportunistic acquisitions, while at the same time maintaining a prudent
capital structure. To foster intensified internal growth, we have increased our
worldwide R&D and engineering technical staff; we are increasing our technical
field sales force in Asia to increase our market access to the industrial
segment and increase the design-in of our products in local markets; and we are
directing increased funding and focus on developing products to capitalize on
the connectivity, mobility, and sustainability growth drivers of our business.
We are also investing in additional capital expenditures to expand key product
lines. Over the next few years, we expect to experience higher growth rates
than over the last decade. This expectation is based upon accelerated
electrification, such as factory automation, electrical vehicles, and 5G
infrastructure.

In addition to enhancing stockholder value through growing our business, on
February 7, 2022, our Board of Directors adopted a Stockholder Return Policy,
which calls for us to return at least 70% of free cash flow, net of scheduled
principal payments of long-term debt, on an annual basis. See further
discussion in "Stockholder Return Policy" below.

Our business and operating results have been and will continue to be impacted by
worldwide economic conditions. Our revenues are dependent on end markets that
are impacted by consumer and industrial demand, and our operating results can be
adversely affected by reduced demand in those global markets. The worldwide
economy and, specifically, our business were and continue to be impacted by the
COVID-19 pandemic. While the wide-spread economic impact of the COVID-19
pandemic on Vishay was temporary as evidenced by our revenues since the
beginning of 2021, similar disruptions have continued to occur on a more limited
scale. In this volatile economic environment, we continue to closely monitor
our fixed costs, capital expenditure plans, inventory, and capital resources to
respond to changing conditions and to ensure we have the management, business
processes, and resources to meet our future needs. We will react quickly and
professionally to changes in demand to minimize manufacturing inefficiencies and
excess inventory build in periods of decline and maximize opportunities in
periods of growth. We have significant liquidity to withstand temporary
disruptions in the economic environment.

We utilize several financial metrics, including net revenues, gross profit
margin, operating margin, segment operating margin, end-of-period backlog,
book-to-bill ratio, inventory turnover, change in average selling prices, net
cash and short-term investments (debt), and free cash generation to evaluate the
performance and assess the future direction of our business. See further
discussion in "Financial Metrics" and "Financial Condition, Liquidity, and
Capital Resources" below. Despite ongoing pandemic-related issues and
accelerating inflation, nearly all key financial metrics have increased versus
the prior fiscal quarter and the prior year quarter. We continue to maximize
manufacturing output at all facilities, increase critical manufacturing
capacities, and implement broad price increases. Order levels continue to be
high and backlogs have increased.

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Net revenues for the fiscal quarter ended April 2, 2022 were $853.8 million,
compared to $843.1 million and $764.6 million for the fiscal quarters ended
December 31, 2021 and April 3, 2021, respectively. The net earnings
attributable to Vishay stockholders for the fiscal quarter ended April 2, 2022
were $103.6 million, or $0.71 per diluted share, compared to $36.5 million, or
$0.25 per diluted share for the fiscal quarter ended December 31, 2021, and
$71.4 million, or $0.49 per diluted share for the fiscal quarter ended April 3,
2021
.

We define adjusted net earnings as net earnings determined in accordance with
GAAP adjusted for various items that management believes are not indicative of
the intrinsic operating performance of our business. We define free cash as the
cash flows generated from continuing operations less capital expenditures plus
net proceeds from the sale of property and equipment. The reconciliations below
include certain financial measures which are not recognized in accordance with
GAAP, including adjusted net earnings, adjusted earnings per share, and free
cash. These non-GAAP measures should not be viewed as alternatives to GAAP
measures of performance or liquidity. Non-GAAP measures such as adjusted net
earnings, adjusted earnings per share, and free cash do not have uniform
definitions. These measures, as calculated by Vishay, may not be comparable to
similarly titled measures used by other companies. Management believes that
adjusted net earnings and adjusted earnings per share are meaningful because
they provide insight with respect to our intrinsic operating results.
Management believes that free cash is a meaningful measure of our ability to
fund acquisitions, repay debt, and otherwise enhance stockholder value through
stock repurchases or dividends. We utilize the free cash metric in defining our
Stockholder Return Policy.

Net earnings attributable to Vishay stockholders for the fiscal quarters
ended December 31, 2021 and April 3, 2021 include items affecting
comparability. The items affecting comparability are (in thousands, except per
share amounts):

Fiscal quarters ended
December
April 2, 2022 31, 2021 April 3, 2021


GAAP net earnings attributable to Vishay stockholders $ 103,573 $ 36,523 $ 71,435




Reconciling items affecting tax expense:
Changes in tax laws and regulations $ - $ 53,316 $ (4,395)

Adjusted net earnings $ 103,573 $ 89,839 $ 67,040

Adjusted weighted average diluted shares outstanding 145,553 145,617 145,463

Adjusted earnings per diluted share $ 0.71


$ 0.62 $ 0.46






Although the term "free cash" is not defined in GAAP, each of the elements used
to calculate free cash for the year-to-date period is presented as a line item
on the face of our consolidated condensed statement of cash flows prepared in
accordance with GAAP and the quarterly amounts are derived from the year-to-date
GAAP statements as of the beginning and end of the respective quarter.

Fiscal quarters ended
December
April 2, 2022 31, 2021 April 3, 2021
Net cash provided by continuing operating activities $ 33,585 $ 146,652 $ 57,322
Proceeds from sale of property and equipment 72 60 200
Less: Capital expenditures (35,909 ) (100,216 ) (28,527 )
Free cash $ (2,252 ) $ 46,496 $ 28,995




Despite a slow start to free cash generation in the first fiscal quarter, we
expect to generate free cash in line with our history.




Our results for the fiscal quarters ended April 2, 2022, December 31, 2021, and
April 3, 2021 represent the continuation of the favorable business conditions
that we have been experiencing. Our percentage of euro-based sales approximates
our percentage of euro-based expenses so the foreign currency impact on revenues
was substantially offset by the impact on expenses. Our pre-tax results were
consistent with expectations based on our business model.

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Stockholder Return Policy




On February 7, 2022, our Board of Directors adopted a Stockholder Return Policy,
which calls for us to return at least 70% of free cash flow, net of scheduled
principal payments of long-term debt, on an annual basis. We intend to return
such amounts to stockholders directly, in the form of dividends, or indirectly,
in the form of stock repurchases.


The following table summarizes activity pursuant to this policy (in thousands):




Fiscal quarter ended
April 2, 2022
Dividends paid to stockholders $ 14,469
Stock repurchases 9,873
Total $ 24,342



Despite negative free cash in the first fiscal quarter, for the full year of
2022, we expect to return at least $100 million to stockholders, consisting of
approximately $58 million through our quarterly dividends, and at least $42
million
through stock repurchases.

As a direct result of a change in tax law in Israel, we made the determination
during the fourth quarter of 2021 that substantially all unremitted foreign
earnings in Israel are no longer permanently reinvested. We intend to primarily
utilize these earnings, distributed from Israel to the United States, to
initially fund our Stockholder Return Program. However, no amounts were
distributed from Israel to the United States during the first quarter of 2022.
Dividends and stock repurchases during the first quarter of 2022 were funded
from cash on-hand.

Over the long-term, we expect to fund the Stockholder Return Policy from our
historically strong cash flows from operations. However, because most of our
operating cash flow is typically generated by our non-U.S. subsidiaries, we may
in the future need to change our permanent reinvestment assertion on current
earnings of certain subsidiaries, which would have the effect of increasing the
effective tax rate. Substantially all of these additional taxes would be
withholding and foreign taxes on cash remitted to the U.S., as such dividends
are generally not subject to U.S. federal income tax.


The structure of our newly adopted Stockholder Return Policy enables us to
allocate capital responsibly among our business, our lenders, and our
stockholders. We will continue to invest in growth initiatives including key
product line expansions, targeted R&D, and synergistic acquisitions.




We have paid dividends each quarter since the first quarter of 2014, and the
Stockholder Return Policy will remain in effect until such time as the Board
votes to amend or rescind the policy. Implementation of the Stockholder Return
Policy is subject to future declarations of dividends by the Board of Directors,
market and business conditions, legal requirements, and other factors. The
policy sets forth our intention, but does not obligate us to acquire any shares
of common stock or declare any dividends, and the policy may be terminated or
suspended at any time at our discretion, in accordance with applicable laws and
regulations.

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Financial Metrics




We utilize several financial metrics to evaluate the performance and assess the
future direction of our business. These key financial measures and metrics
include net revenues, gross profit margin, operating margin, segment operating
income, segment operating margin, end-of-period backlog, and the book-to-bill
ratio. We also monitor changes in inventory turnover and our or publicly
available average selling prices ("ASP").

Gross profit margin is computed as gross profit as a percentage of net
revenues. Gross profit is generally net revenues less costs of products sold,
but also deducts certain other period costs, particularly losses on purchase
commitments and inventory write-downs. Losses on purchase commitments and
inventory write-downs have the impact of reducing gross profit margin in the
period of the charge, but result in improved gross profit margins in subsequent
periods by reducing costs of products sold as inventory is used. We also
regularly evaluate gross profit by segment to assist in the analysis of
consolidated gross profit. Gross profit margin and gross profit margin by
segment are clearly a function of net revenues, but also reflect our cost
management programs and our ability to contain fixed costs.

Operating margin is computed as gross profit less operating expenses, expressed
as a percentage of net revenues. Operating margin is clearly a function of net
revenues, but also reflects our cost management programs and our ability to
contain fixed costs.

Our chief operating decision maker makes decisions, allocates resources, and
evaluates business segment performance based on segment operating income. Only
dedicated, direct selling, general, and administrative ("SG&A") expenses of the
segments are included in the calculation of segment operating income. We do not
allocate certain SG&A expenses that are managed at the regional or corporate
global level to our segments. Accordingly, segment operating income excludes
these SG&A expenses that are not directly traceable to the segments. Segment
operating income would also exclude costs not routinely used in the management
of the segments in periods when those items are present, such as restructuring
and severance costs, the direct impact of the COVID-19 pandemic, and other items
affecting comparability. Segment operating income is clearly a function of net
revenues, but also reflects our cost management programs and our ability to
contain fixed costs. Segment operating margin is segment operating income
expressed as a percentage of net revenues.

End-of-period backlog is one indicator of future revenues. We include in our
backlog only open orders that we expect to ship in the next twelve months. If
demand falls below customers' forecasts, or if customers do not control their
inventory effectively, they may cancel or reschedule the shipments that are
included in our backlog, in many instances without the payment of any penalty.
Therefore, the backlog is not necessarily indicative of the results to be
expected for future periods.

An important indicator of demand in our industry is the book-to-bill ratio,
which is the ratio of the amount of product ordered during a period as compared
with the product that we ship during that period. A book-to-bill ratio that is
greater than one indicates that our backlog is building and that we are likely
to see increasing revenues in future periods. Conversely, a book-to-bill ratio
that is less than one is an indicator of declining demand and may foretell
declining revenues.

We focus on our inventory turnover as a measure of how well we are managing our
inventory. We define inventory turnover for a financial reporting period as our
costs of products sold for the four fiscal quarters ending on the last day of
the reporting period divided by our average inventory (computed using each
fiscal quarter-end balance) for this same period. A higher level of inventory
turnover reflects more efficient use of our capital.

Pricing in our industry can be volatile. Using our and publicly available data,
we analyze trends and changes in average selling prices to evaluate likely
future pricing. The erosion of average selling prices of established products
is typical for semiconductor products. We attempt to offset this deterioration
with ongoing cost reduction activities and new product introductions. Our
specialty passive components are more resistant to average selling price
erosion. All pricing is subject to governing market conditions and is
independently set by us.

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The quarter-to-quarter trends in these financial metrics can also be an
important indicator of the likely direction of our business. The following table
shows net revenues, gross profit margin, operating margin, end-of-period
backlog, book-to-bill ratio, inventory turnover, and changes in ASP for our
business as a whole during the five fiscal quarters beginning with the first
fiscal quarter of 2021 through the first fiscal quarter of 2022 (dollars in
thousands):

1st Quarter 2nd Quarter 3rd Quarter 4th Quarter 1st Quarter
2021 2021 2021 2021 2022

Net revenues $ 764,632 $ 819,120 $ 813,663 $ 843,072 $ 853,793

Gross profit margin 26.5 % 28.0 % 27.7 % 27.3 % 30.3 %

Operating margin 12.7 % 15.3 % 15.2 % 14.4 % 17.1 %

End-of-period backlog $ 1,731,200 $ 2,050,200 $ 2,243,900 $ 2,306,500 $ 2,416,700

Book-to-bill ratio 1.67 1.38 1.26 1.09 1.14

Inventory turnover 4.8 4.8 4.5 4.5 4.2

Change in ASP vs. prior quarter (0.5 )% 1.0 % 1.3 % 1.3 % 2.4 %



_________________________________________



See "Financial Metrics by Segment" below for net revenues, book-to-bill ratio,
and gross profit margin broken out by segment.



Revenues increased significantly versus the first fiscal quarter of 2021
primarily due to higher volume and higher average selling prices. Revenues
increased slightly versus the prior fiscal quarter primarily due to higher
average selling prices. We continue to experience robust demand for our
products, with the backlog continuing to grow. We continue to increase
manufacturing capacity, but sales continue to be limited by our capacity.
Pressure on average selling prices continues to be very low and we are
implementing broad price increases across the product portfolio to offset
increased materials and transportation costs and general inflation.




Gross profit margin increased versus the first fiscal quarter of 2021 and the
prior fiscal quarter primarily due to higher average selling prices. Increased
volume also contributed to the increase versus the first fiscal quarter of 2021.

The book-to-bill ratio in the first fiscal quarter of 2022 increased to 1.14
versus 1.09 in the fourth fiscal quarter of 2021. The book-to-bill ratios in
the first fiscal quarter of 2022 for distributors and original equipment
manufacturers ("OEM") were 1.16 and 1.13, respectively, versus ratios of 1.06
and 1.15, respectively, during the fourth fiscal quarter of 2021.

For the second fiscal quarter of 2022, considering pandemic-related disturbances
in China, we anticipate revenues between $830 million and $870 million at a
gross margin of 28.1% plus/minus 50 basis points at the exchange rates of Q1
2022.

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Financial Metrics by Segment




The following table shows net revenues, book-to-bill ratio, gross profit margin,
and segment operating margin broken out by segment for the five fiscal quarters
beginning with the first fiscal quarter of 2021 through the first fiscal quarter
of 2022 (dollars in thousands):

1st 2nd 3rd 4th 1st
Quarter Quarter Quarter Quarter Quarter
2021 2021 2021 2021 2022
MOSFETs
Net revenues $ 153,223 $ 167,937 $ 175,499 $ 171,339 $ 172,674

Book-to-bill ratio 1.97 1.26 1.19 1.01 1.28

Gross profit margin 24.2 % 28.2 % 30.7 % 30.1 % 34.0 %

Segment operating margin 17.8 % 22.3 % 24.9 % 23.5 % 28.1 %

Diodes
Net revenues $ 157,178 $ 174,815 $ 185,306 $ 192,117 $ 182,334

Book-to-bill ratio 1.85 1.45 1.31 1.10 1.16

Gross profit margin 21.9 % 23.9 % 25.2 % 23.7 % 25.1 %

Segment operating margin 18.3 % 20.7 % 22.3


% 20.6 % 22.2 %




Optoelectronic Components
Net revenues $ 77,771 $ 75,795 $ 70,750 $ 78,398 $ 81,016

Book-to-bill ratio 1.66 1.69 1.36 1.22 0.78

Gross profit margin 33.0 % 32.4 % 33.7 % 34.2 % 40.0 %

Segment operating margin 27.3 % 26.6 % 27.9 % 27.2 % 34.8 %

Resistors
Net revenues $ 186,602 $ 194,722 $ 181,189 $ 190,041 $ 207,032

Book-to-bill ratio 1.50 1.39 1.26 1.14 1.24

Gross profit margin 28.9 % 29.7 % 27.4 % 28.5 % 31.4 %

Segment operating margin 25.4 % 26.4 % 24.0 % 25.6 % 28.1 %

Inductors
Net revenues $ 83,458 $ 85,539 $ 84,816 $ 81,825 $ 82,777

Book-to-bill ratio 1.13 1.21 1.11 1.13 1.14

Gross profit margin 33.3 % 33.5 % 31.7 % 29.4 % 30.0 %

Segment operating margin 30.3 % 30.7 % 28.7 % 26.4 % 26.8 %

Capacitors
Net revenues $ 106,400 $ 120,312 $ 116,103 $ 129,352 $ 127,960

Book-to-bill ratio 1.73 1.37 1.37 1.04 1.02

Gross profit margin 22.6 % 24.1 % 21.3 % 21.6 % 25.2 %

Segment operating margin 17.7 % 19.7 % 17.2 % 17.7 % 21.4 %



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Results of Operations



Statements of operations' captions as a percentage of net revenues and the
effective tax rates were as follows:




Fiscal quarters ended
April 2, 2022 December 31, 2021 April 3, 2021
Cost of products sold 69.7 % 72.7 % 73.5 %
Gross profit 30.3 % 27.3 % 26.5 %
Selling, general & administrative expenses 13.2 % 12.8 % 13.8 %
Operating income 17.1 % 14.4 % 12.7 %
Income before taxes and noncontrolling interest 16.0 % 13.5 % 11.4 %
Net earnings attributable to Vishay stockholders 12.1 % 4.3 % 9.3 %
________
Effective tax rate 23.7 % 67.7 % 17.8 %



Net Revenues



Net revenues were as follows (dollars in thousands):




Fiscal quarters ended
April 2, 2022 December 31, 2021 April 3, 2021


Net revenues $ 853,793 $ 843,072 $ 764,632






The change in net revenues versus the comparable prior periods was as follows
(dollars in thousands):

Fiscal quarter ended
April 2, 2022
Change in net revenues % change
December 31, 2021 10,721 1.3%
April 3, 2021 89,161 11.7%





Changes in net revenues were attributable to the following:




vs. Prior Quarter vs. Prior Year Quarter
Change attributable to:
Change in volume -0.9 % 7.1 %
Increase in average selling prices 2.4 % 6.0 %
Foreign currency effects -0.6 % -2.6 %
Acquisition 0.4 % 0.5 %
Other 0.0 % 0.7 %
Net change 1.3 % 11.7 %



We continue to experience an excellent economic environment with strong customer
demand while we continue to increase manufacturing capacities. Due to the high
demand, we were able to implement broad price increases across the product
portfolio. Net revenues increased significantly versus the first fiscal quarter
of 2021 and slightly versus the prior fiscal quarter due to increases in average
selling prices. Increased volume also contributed to the increase versus the
first fiscal quarter of 2021.

Gross Profit Margins

Gross profit margins for the fiscal quarter ended April 2, 2022 were 30.3%,
versus 27.3% and 26.5% for the comparable prior fiscal quarter and prior year
period, respectively. The increases versus the first fiscal quarter of 2021 and
prior fiscal quarter are primarily due to increases in average selling
prices. Increased volume also contributed to the increase versus the first
fiscal quarter of 2021.

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Segments



Analysis of revenues and margins for our segments is provided below.



MOSFETs



Net revenues, gross profit margins, and segment operating margins of the MOSFETs
segment were as follows (dollars in thousands):




Fiscal quarters ended
April 2, 2022 December 31, 2021 April 3, 2021
Net revenues $ 172,674 $ 171,339 $ 153,223
Gross profit margin 34.0 % 30.1 % 24.2 %
Segment operating margin 28.1 % 23.5 % 17.8 %



The change in net revenues versus the comparable prior periods was as follows
(dollars in thousands):

Fiscal quarter ended
April 2, 2022



Change in net revenues % change



December 31, 2021 $ 1,335 0.8 %
April 3, 2021 $ 19,451 12.7 %




Changes in MOSFETs segment net revenues were attributable to the following:




vs. Prior Quarter vs. Prior Year Quarter
Change attributable to:
Change in volume -3.2 % 5.1 %
Increase in average selling prices 4.5 % 8.3 %
Foreign currency effects -0.4 % -1.3 %
Other -0.1 % 0.6 %
Net change 0.8 % 12.7 %



The MOSFET segment net revenues increased slightly versus the prior fiscal
quarter and significantly versus the prior year quarter. Our results for the
first fiscal quarter were negatively impacted by the temporary closure of our
main manufacturing facility in Shanghai due to a COVID-19 lockdown. The
increase versus the prior fiscal quarter was primarily due to significant growth
from our IC products, which was offset by decreases from our remaining products,
which were impacted by the lockdown. All end market customers and all customer
channels contributed to the growth versus the prior year quarter.

Gross profit margin increased versus the prior fiscal quarter and the prior year
quarter. The increases were primarily due to increased average selling prices,
a positive change in the sales mix toward more profitable products such as ICs,
and the positive impact of an inventory increase, partially offset by
significant cost inflation. Increased sales volume also contributed to the
increase versus the prior year quarter.

The segment operating margin increased versus the prior fiscal quarter and prior
year quarter. The increases are primarily due to increased gross profit.
Decreased segment SG&A expenses as a percentage of sales also contributed to the
increase versus the prior fiscal quarter.


We continue to implement strategic price increases. Average selling prices
increased versus the prior fiscal quarter and the prior year quarter.





We continue to invest to expand mid- and long-term manufacturing capacity for
strategic product lines. We are building a 12-inch wafer fab in Itzehoe,
Germany
adjacent to our existing 8-inch wafer fab, which we expect will increase
our in-house wafer capacity by approximately 70% within 3-4 years and allow us
to balance our in-house and foundry wafer supply.



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Diodes



Net revenues, gross profit margins, and segment operating margins of the Diodes
segment were as follows (dollars in thousands):




Fiscal quarters ended
April 2, 2022 December 31, 2021 April 3, 2021
Net revenues $ 182,334 $ 192,117 $ 157,178
Gross profit margin 25.1 % 23.7 % 21.9 %
Segment operating margin 22.2 % 20.6 % 18.3 %



The change in net revenues versus the comparable prior periods was as follows
(dollars in thousands):

Fiscal quarter ended
April 2, 2022
Change in net revenues % change
December 31, 2021 $ (9,783) -5.1 %
April 3, 2021 $ 25,156 16.0 %




Changes in Diodes segment net revenues were attributable to the following:




vs. Prior Quarter vs. Prior Year Quarter
Change attributable to:
Change in volume -7.4 % 7.6 %
Increase in average selling prices 3.2 % 9.3 %
Foreign currency effects -0.5 % -2.2 %
Other -0.4 % 1.3 %
Net change -5.1 % 16.0 %



Net revenues of the Diodes segment increased significantly versus the prior year
quarter, but decreased significantly versus the prior fiscal quarter. All end
markets and all customer channels, particularly distributor customers,
contributed to the increase versus the prior year quarter. The decrease versus
the prior quarter is primarily due to temporary closures of our manufacturing
facilities in China due to COVID-19 lockdowns.

Gross profit margin increased versus the prior fiscal quarter and the prior year
quarter. The increase versus the prior fiscal quarter is primarily due to
increased average selling prices and the positive impact of an inventory
increase, partially offset by cost inflation and a decrease in sales volume.
The increase versus the prior year quarter is primarily due to increased average
selling prices, increased sales volume, and our cost reduction measures,
partially offset by cost inflation and negative foreign currency impacts
primarily from the weaker euro.


The segment operating margin increased versus the prior fiscal quarter and prior
year quarter. The increases are primarily due to increased gross profit.
Decreased segment SG&A expenses also contributed to the increase versus the
prior fiscal quarter.



We continue to implement strategic price increases across the product
portfolio. Average selling prices increased versus the prior fiscal quarter and
prior year quarter.





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Optoelectronic Components



Net revenues, gross profit margins, and segment operating margins of the
Optoelectronic Components segment were as follows (dollars in thousands):




Fiscal quarters ended
April 2, 2022 December 31, 2021 April 3, 2021

Net revenues $ 81,016 $ 78,398 $ 77,771
Gross profit margin 40.0 % 34.2 % 33.0 %
Segment operating margin 34.8 % 27.2 % 27.3 %



The change in net revenues versus the comparable prior periods was as follows
(dollars in thousands):

Fiscal quarter ended
April 2, 2022
Change in net revenues % change
December 31, 2021 $ 2,618 3.3 %
April 3, 2021 $ 3,245 4.2 %



Changes in Optoelectronic Components segment net revenues were attributable to
the following:

vs. Prior Quarter vs. Prior Year Quarter
Change attributable to:
Increase in volume 1.8 % -1.6 %
Increase in average selling prices 1.8 % 8.9 %
Foreign currency effects -0.8 % -2.8 %
Other 0.5 % -0.3 %
Net change 3.3 % 4.2 %



Net revenues of our Optoelectronic Components segment increased moderately
versus the prior fiscal quarter and prior year quarter. All end markets and all
customer channels, particularly OEM customers, contributed to the increase
versus the prior fiscal quarter. The end of the COVID-19-related restrictions
on our manufacturing facility in Malaysia that impacted the prior fiscal quarter
business also contributed to the increase. The increase versus the prior year
quarter was primarily due to increased average selling prices, partially offset
by decreased volume and negative foreign currency impacts. A significant
increase of sales to American distributors was offset by a significant decrease
of sales to Asian distributors.

Gross profit margin increased versus the prior fiscal quarter and the prior year
quarter. The increase versus the prior fiscal quarter is primarily due to
higher average selling prices, higher sales volume, cost reduction measures, and
the positive impact of an inventory increase. The increases versus the prior
year quarter are primarily due to higher average selling prices, a more
profitable product mix, and the positive impact of an inventory increase,
partially offset by cost inflation and a lower sales volume.


The segment operating margin increased versus the prior fiscal quarter and prior
year quarter. The increases are primarily due to increased gross profit.
Decreased segment SG&A expenses also contributed to the increase versus the
prior fiscal quarter.




The strategic price increases that were implemented throughout the prior year
across the product portfolio are significant when comparing to the prior year
quarter. Average selling prices increased slightly versus the prior fiscal
quarter and significantly versus the prior year quarter.


We have modernized and expanded our Heilbronn wafer fab and plan to increase
production in the facility during 2022.



30
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Resistors



Net revenues, gross profit margins, and segment operating margins of the
Resistors segment were as follows (dollars in thousands):




Fiscal quarters ended
April 2, 2022 December 31, 2021 April 3, 2021
Net revenues $ 207,032 $ 190,041 $ 186,602
Gross profit margin 31.4 % 28.5 % 28.9 %
Segment operating margin 28.1 % 25.6 % 25.4 %



The change in net revenues versus the comparable prior periods was as follows
(dollars in thousands):

Fiscal quarter ended
April 2, 2022
Change in net revenues % change
December 31, 2021 $ 16,991 8.9 %
April 3, 2021 $ 20,430 10.9 %



Changes in Resistors segment net revenues were attributable to the following:

vs. Prior Quarter vs. Prior Year Quarter
Change attributable to:
Increase in volume 6.0 % 9.1 %
Increase in average selling prices 1.9 % 3.4 %
Foreign currency effects -0.9 % -3.7 %
Acquisition 1.8 % 1.9 %
Other 0.1 % 0.2 %
Net change 8.9 % 10.9 %



Net revenues of the Resistors segment increased significantly versus the prior
fiscal quarter and prior year quarter. The increase versus the prior fiscal
quarter is primarily due to increased sales to Europe and Americas region
customers and industrial end market customers. The increase versus the prior
year quarter is primarily due to increased sales to customers in all regions,
distributor customers, and industrial end market customers.

The gross profit margin increased versus the prior fiscal quarter and prior year
quarter. The increases are primarily due to increased sales volume, higher
average selling prices, and greater efficiencies, partially offset by higher
metals and labor costs and negative exchange rate impacts.


The segment operating margin increased versus the prior fiscal quarter and prior
year quarter. The increases are primarily due to increased gross profit.



Average selling prices increased versus the prior fiscal quarter and prior year
quarter.



We are increasing critical manufacturing capacities for certain product lines.
We continue to broaden our business with targeted acquisitions of specialty
resistors businesses, such as Barry Industries.



31
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Inductors



Net revenues, gross profit margins, and segment operating margins of the
Inductors segment were as follows (dollars in thousands):




Fiscal quarters ended
April 2, 2022 December 31, 2021 April 3, 2021
Net revenues $ 82,777 $ 81,825 $ 83,458
Segment operating margin 30.0 % 29.4 % 33.3 %
Gross profit margin 26.8 % 26.4 % 30.3 %



The change in net revenues versus the comparable prior periods was as follows
(dollars in thousands):

Fiscal quarter ended
April 2, 2022
Change in net revenues % change
December 31, 2021 $ 952 1.2 %
April 3, 2021 $ (681 ) -0.8 %



Changes in Inductors segment net revenues were attributable to the following:

vs. Prior Quarter vs. Prior Year Quarter
Change attributable to:
Change in volume 1.5 % -0.8 %
Change in average selling prices 0.0 % 1.0 %
Foreign currency effects -0.2 % -1.1 %
Other -0.1 % 0.1 %
Net change 1.2 % -0.8 %



Net revenues of the Inductors segment increased slightly versus the prior fiscal
quarter, but decreased slightly versus the prior year quarter. The increase
versus the prior fiscal quarter is primarily due to increased sales to
automotive and military & aerospace end market customers and customers in the
Europe region. The decrease versus the prior year quarter is primarily due to
decreased sales to automotive and medical end market customers and customers in
the Europe and Asia regions.

The gross profit margin increased versus the prior fiscal quarter, but decreased
versus the prior year quarter. The increase versus the prior fiscal quarter is
primarily due to higher sales volume and the positive impact of increased
inventory. The decrease versus the prior year quarter is primarily due to lower
sales volume, increased labor and logistics costs, and negative foreign currency
impacts, partially offset by increased average selling prices.


The segment operating margin increased versus the prior fiscal quarter, but
decreased versus the prior year quarter. The fluctuations are primarily due to
gross profit fluctuations.



Average selling prices were unchanged versus the prior fiscal quarter and
increased slightly versus the prior year quarter.



We expect long-term growth in this segment, and are continuously expanding
manufacturing capacity for certain product lines and evaluating acquisition
opportunities, particularly of specialty businesses.



32
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Capacitors



Net revenues, gross profit margins, and segment operating margins of the
Capacitors segment were as follows (dollars in thousands):




Fiscal quarters ended
April 2, 2022 December 31, 2021 April 3, 2021
Net revenues $ 127,960 $ 129,352 $ 106,400
Segment operating margin 25.2 % 21.6 % 22.6 %
Gross profit margin 21.4 % 17.7 % 17.7 %



The change in net revenues versus the comparable prior periods was as follows
(dollars in thousands):

Fiscal quarter ended
April 2, 2022
Change in net revenues % change
December 31, 2021 $ (1,392) -1.1 %
April 3, 2021 $ 21,560 20.3 %



Changes in Capacitors segment net revenues were attributable to the following:

vs. Prior
Quarter vs. Prior Year Quarter
Change attributable to:
Change in volume -1.3 % 19.4 %
Increase in average selling prices 1.5 % 4.4 %
Foreign currency effects -0.9 % -4.0 %
Other -0.4 % 0.5 %
Net change -1.1 % 20.3 %



Net revenues of the Capacitors segment decreased slightly versus the prior
fiscal quarter, but increased significantly versus the prior year quarter. The
decrease versus the prior fiscal quarter is primarily due to decreased sales to
industrial end market customers and customers in the Asia region. The increase
versus the prior year quarter is primarily due to increased sales to distributor
and EMS customers, industrial end market customers, and customers in all
regions.

The gross profit margin increased versus the prior fiscal quarter and the prior
year quarter. The increase versus the prior fiscal quarter is primarily due to
increased average selling prices, favorable product mix, and positive impact
from increased inventory. The increase versus the prior year quarter is
primarily due to higher sales volume and increased average selling prices,
partially offset by increased materials and labor costs.


The segment operating margin increased versus the prior fiscal quarter and prior
year quarter. The increases are primarily due to increased gross profit.



Average selling prices increased versus the prior fiscal quarter and the prior
year quarter.



33
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Selling, General, and Administrative Expenses




Selling, general, and administrative expenses are summarized as follows (dollars
in thousands):

Fiscal quarters ended
April 2, 2022 December 31, 2021 April 3, 2021
Total SG&A expenses $ 112,855 $ 108,311 $ 105,685
as a percentage of revenues 13.2 % 12.8 % 13.8 %



The sequential increase in SG&A expenses is primarily attributable to uneven
attribution of stock compensation expense and cost inflation. SG&A expenses
increased versus the prior year quarter due to cost inflation.


Other Income (Expense)



Interest expense for the fiscal quarter ended April 2, 2022 decreased $0.1
million
versus the fiscal quarter ended December 31, 2021 and decreased by $0.2
million
versus the fiscal quarter ended April 3, 2021.



The following tables analyze the components of the line "Other" on the
consolidated condensed statements of operations (in thousands):




Fiscal quarters ended
December
April 2, 2022 31, 2021 Change
Foreign exchange gain (loss) $ (281 ) $ (582 ) $ 301
Interest income 561 362 199
Other components of other periodic pension cost (2,910 ) (3,342 ) 432
Investment income (expense) (3,116 ) 71 (3,187 )
Other (5 ) (4 ) (1 )
$ (5,751 ) $ (3,495 ) $ (2,256 )



Fiscal quarters ended
April 2, 2022 April 3, 2021 Change
Foreign exchange gain (loss) $ (281 ) $ (611 ) $ 330
Interest income 561 287 274
Other components of other periodic pension cost (2,910 ) (3,302 ) 392
Investment income (expense) (3,116 ) (2,121 ) (995 )
Other (5 ) 16 (21 )
$ (5,751 ) $ (5,731 ) $ (20 )



34



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Income Taxes




For the fiscal quarter ended April 2, 2022, our effective tax rate was 23.7%, as
compared to 67.7% and 17.8% for the fiscal quarters ended December 31, 2021 and
April 3, 2021, respectively. With the reduction in the U.S. statutory rate to
21% beginning January 1, 2018, we expect that our effective tax rate will be
higher than the U.S. statutory rate, excluding unusual transactions. Discrete
tax items impacted our effective tax rate for the prior quarters presented.
These items were $53.3 million in the fiscal quarter ended December 31, 2021 and
$(4.4) million (tax benefit) in the fiscal quarter ended April 3, 2021.


During the three fiscal months ended April 2, 2022, the liabilities for
unrecognized tax benefits decreased by $3.0 million on a net basis, primarily
due to a payment and currency translation adjustments, partially offset by
accruals for current year tax positions and interest.




We operate in a global environment with significant operations in various
locations outside the United States. Accordingly, the consolidated income tax
rate is a composite rate reflecting our earnings and the applicable tax rates in
the various locations where we operate. Part of our historical strategy has been
to achieve cost savings through the transfer and expansion of manufacturing
operations to countries where we can take advantage of lower labor costs and
available tax and other government-sponsored incentives.


Additional information about income taxes is included in Note 3 to our
consolidated condensed financial statements.



35
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Financial Condition, Liquidity, and Capital Resources




Our financial condition as of April 2, 2022 continued to be strong. Cash and
short-term investments exceed our long-term debt balances, and we have
historically been a strong generator of operating cash flows. The cash
generated from operations is used to fund our capital expenditure plans, and
cash in excess of our capital expenditure needs is available to fund our
acquisition strategy, to reduce debt levels, and to pay dividends and repurchase
stock. We have generated cash flows from operations in excess of $200 million
in each of the last 20 years, and cash flows from operations in excess of $100
million
in each of the last 27 years.

Management uses a non-GAAP measure, "free cash," to evaluate our ability to fund
acquisitions, repay debt, and otherwise enhance stockholder value through stock
repurchases or dividends. See "Overview" above for "free cash" definition and
reconciliation to GAAP. Vishay has generated positive "free cash" in each of
the past 25 years, and "free cash" in excess of $80 million in each of the last
20 years. In this volatile economic environment, we continue to focus on the
generation of free cash, including an emphasis on cost controls.


Cash flows provided by operating activities were $33.6 million for the three
fiscal months ended April 2, 2022, as compared to cash flows provided by
operations of $57.3 million for the three fiscal months ended April 3, 2021.




Cash paid for property and equipment for the three fiscal months ended April 2,
2022
was $35.9 million, as compared to $28.5 million for the three fiscal months
ended April 3, 2021. To be well positioned to service our customers and to
fully participate in growing markets, we intend to increase our capital
expenditures for expansion in the mid-term. For the year 2022, we expect to
invest approximately $325 million in capital expenditures.

Free cash flow was negative for the three fiscal months ended April 2, 2022 due
to working capital changes and higher than usual capital expenditures. We
expect our business to continue to be a reliable generator of free cash. There
is no assurance, however, that we will be able to continue to generate cash
flows from operations and free cash at our historical levels, or at all, going
forward if the economic environment worsens. The COVID-19 pandemic and the
mitigation efforts by governments to control its spread have not had a
significant impact on our financial condition, liquidity, or capital resources.


On February 7, 2022, our Board of Directors adopted a Stockholder Return Policy
that will remain in effect until such time as the Board votes to amend or
rescind the policy. See "Stockholder Return Policy" above for additional
information.



The following table summarizes the components of net cash and short-term
investments (debt) at April 2, 2022 and December 31, 2021 (in thousands):




April 2, 2022 December 31, 2021

Credit facility $ - $ -
Convertible senior notes, due 2025 465,344 465,344
Deferred financing costs (8,860 ) (9,678 )
Total debt 456,484 455,666

Cash and cash equivalents 789,248 774,108
Short-term investments 96,561 146,743



Net cash and short-term investments (debt) $ 429,325 $



465,185






"Net cash and short-term investments (debt)" does not have a uniform definition
and is not recognized in accordance with GAAP. This measure should not be
viewed as an alternative to GAAP measures of performance or liquidity. However,
management believes that an analysis of "net cash and short-term investments
(debt)" assists investors in understanding aspects of our cash and debt
management. The measure, as calculated by us, may not be comparable to similarly
titled measures used by other companies.

We invest a portion of our excess cash in highly liquid, high-quality
instruments with maturities greater than 90 days, but less than 1 year, which we
classify as short-term investments on our consolidated balance sheets. As these
investments were funded using a portion of excess cash and represent a
significant aspect of our cash management strategy, we include the investments
in the calculation of net cash and short-term investments (debt).


The interest rates on our short-term investments vary by location. Transactions
related to these investments are classified as investing activities on our
consolidated condensed statements of cash flows.



36
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As of April 2, 2022, substantially all of our cash and cash equivalents and
short-term investment were held in countries outside of the United States. Cash
dividends to stockholders, share repurchases, and principal and interest
payments on our debt instruments need to be paid by the U.S. parent company,
Vishay Intertechnology, Inc. Our U.S. subsidiaries also have cash operating
needs. The distribution of earnings from Israel to the United States will
initially be used to fund our Stockholder Return Policy. We expect that cash
on-hand and cash flows from operations will be sufficient to meet our
longer-term financing needs related to normal operating requirements, regular
dividend payments, share repurchases pursuant to our Stockholder Return Policy,
and our research and development and capital expenditure plans. Our
substantially undrawn credit facility provides us with significant operating
liquidity in the United States.

Our revolving credit facility provides an aggregate commitment of $750 million
of revolving loans available until June 5, 2024. The maximum amount available
on the revolving credit facility is restricted by the financial covenants
described below. The credit facility also provides us the ability to request up
to $300 million of incremental facilities, subject to the satisfaction of
certain conditions, which could take the form of additional revolving
commitments, incremental "term loan A" or "term loan B" facilities, or
incremental equivalent debt.

At December 31, 2021, we had no amounts outstanding on our revolving credit
facility. We had no amounts outstanding at April 2, 2022. We borrowed $282
million
and repaid $282 million on the revolving credit facility during the
three fiscal months ended April 2, 2022. The average outstanding balance on our
revolving credit facility calculated at fiscal month-ends was $58.7 million and
the highest amount outstanding on our revolving credit facility at a fiscal
month end was $124 million during the three fiscal months ended April 2, 2022.

The revolving credit facility limits or restricts us from, among other things,
incurring indebtedness, incurring liens on its respective assets, making
investments and acquisitions (assuming our pro forma leverage ratio is greater
than 2.75 to 1.00), making asset sales, and paying cash dividends and making
other restricted payments (assuming our pro forma leverage ratio is greater than
2.50 to 1.00), and requires us to comply with other covenants, including the
maintenance of specific financial ratios.

The financial maintenance covenants include (a) an interest coverage ratio of
not less than 2.00 to 1; and (b) a leverage ratio of not more than 3.25 to 1
(and a pro forma ratio of 3.00 to 1 on the date of incurrence of additional
debt). The computation of these ratios is prescribed in Article VI of the Credit
Agreement between Vishay Intertechnology, Inc. and JPMorgan Chase Bank, N.A.,
which has been filed with the SEC as Exhibit 10.1 to our current report on Form
8-K filed June 5, 2019.

We were in compliance with all financial covenants under the credit facility at
April 2, 2022. Our interest coverage ratio and leverage ratio were 31.61 to 1
and 0.69 to 1, respectively. We expect to continue to be in compliance with
these covenants based on current projections.

If we are not in compliance with all of the required financial covenants, the
credit facility could be terminated by the lenders, and any amounts then
outstanding pursuant to the credit facility could become immediately payable.
Additionally, our convertible senior notes due 2025 have cross-default
provisions that could accelerate repayment in the event the indebtedness under
the credit facility is accelerated.

Borrowings under the credit facility bear interest at LIBOR plus an interest
margin. The applicable interest margin is based on our leverage ratio. We also
pay a commitment fee, also based on our leverage ratio, on undrawn amounts.
Based on our current leverage ratio, any new borrowings will bear interest at
LIBOR plus 1.50%, and the undrawn commitment fee is 0.25% per annum.

The borrowings under the credit facility are secured by a lien on substantially
all assets, including accounts receivable, inventory, machinery and equipment,
and general intangibles (but excluding real estate, intellectual property
registered or licensed solely for use in, or arising solely under the laws of,
any country other than the United States, assets located solely outside of the
United States
and deposit and securities accounts), of Vishay and certain
significant subsidiaries located in the United States, and pledges of stock in
certain significant domestic and foreign subsidiaries; and are guaranteed by
certain significant subsidiaries.

We expect, at least initially, to fund certain future obligations required to be
paid by the U.S. parent company by borrowing under our revolving credit
facility. We also expect to continue to use the credit facility from
time-to-time to meet certain short-term financing needs. Additional acquisition
activity, convertible debt repurchases, or conversion of our convertible debt
instruments may require additional borrowing under our credit facility or may
otherwise require us to incur additional debt. No principal payments on our
debt are due before 2025 and our revolving credit facility expires in June 2024.

The convertible senior notes due 2025 are not currently convertible. Pursuant
to the indenture governing the convertible senior notes due 2025 and the
amendments thereto incorporated in the Supplemental Indenture dated December 23,
2020
, we will cash-settle the principal amount of $1,000 per note and settle any
additional amounts in shares of our common stock. We intend to finance the
principal amount of any converted notes using borrowings under our credit
facility. No conversions have occurred to date.

37
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Safe Harbor Statement




From time to time, information provided by us, including but not limited to
statements in this report, or other statements made by or on our behalf, may
contain "forward-looking" information within the meaning of the Private
Securities Litigation Reform Act of 1995. Words such as "believe," "estimate,"
"will be," "will," "would," "expect," "anticipate," "plan," "project," "intend,"
"could," "should," or other similar words or expressions often identify
forward-looking statements.

Such statements are based on current expectations only, and are subject to
certain risks, uncertainties, and assumptions, many of which are beyond our
control. Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual results, performance, or
achievements may vary materially from those anticipated, estimated, or
projected. Among the factors that could cause actual results to materially
differ include: general business and economic conditions; delays or difficulties
in implementing our cost reduction strategies; delays or difficulties in
expanding our manufacturing capacities; manufacturing or supply chain
interruptions or changes in customer demand because of COVID-19 or otherwise; an
inability to attract and retain highly qualified personnel; changes in foreign
currency exchange rates; uncertainty related to the effects of changes in
foreign currency exchange rates; competition and technological changes in our
industries; difficulties in new product development; difficulties in identifying
suitable acquisition candidates, consummating a transaction on terms which we
consider acceptable, and integration and performance of acquired
businesses; changes in applicable domestic and foreign tax regulations and
uncertainty regarding the same; changes in U.S. and foreign trade regulations
and tariffs and uncertainty regarding the same; changes in applicable accounting
standards and other factors affecting our operations, markets, capacity to meet
demand, products, services, and prices that are set forth in our filings with
the SEC, including our annual reports on Form 10-K and our quarterly reports on
Form 10-Q. We undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events, or otherwise.

Our 2021 Annual Report on Form 10-K listed various important factors that could
cause actual results to differ materially from projected and historic results.
We note these factors for investors as permitted by the Private Securities
Litigation Reform Act of 1995. Readers can find them in Part I, Item 1A, of
that filing under the heading "Risk Factors." You should understand that it is
not possible to predict or identify all such factors. Consequently, you should
not consider any such list to be a complete set of all potential risks or
uncertainties.

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