Vishay Intertechnology, Inc. (NYSE:VSH) Files An 8-K Results of Operations and Financial Condition
Item 2.02 Results of Operations and Financial Condition
On May 3, 2017, Vishay Intertechnology, Inc. (“the Company”)
issued a press release announcing its financial results for the
fiscal quarter ended April 1, 2017. A copy of the press release
is attached as Exhibit 99.1 to this report.
issued a press release announcing its financial results for the
fiscal quarter ended April 1, 2017. A copy of the press release
is attached as Exhibit 99.1 to this report.
Item 7.01 Regulation FD Disclosure
Computational Guidance on Earnings Per Share Estimates
The Company frequently receives questions from analysts and
stockholders regarding its diluted earnings per share (“EPS”)
computation. The information furnished in this Form 8-K provides
additional information on the impact of key variables on the EPS
computation, particularly as they relate to the second fiscal
quarter of 2017.
stockholders regarding its diluted earnings per share (“EPS”)
computation. The information furnished in this Form 8-K provides
additional information on the impact of key variables on the EPS
computation, particularly as they relate to the second fiscal
quarter of 2017.
Accounting principles require that EPS be computed based on the
weighted average shares outstanding (“basic”), and also
assuming the issuance of potentially issuable shares (such as
those subject to equity awards and convertible debt) if those
potentially issuable shares would reduce EPS (“diluted”).
weighted average shares outstanding (“basic”), and also
assuming the issuance of potentially issuable shares (such as
those subject to equity awards and convertible debt) if those
potentially issuable shares would reduce EPS (“diluted”).
The number of shares related to equity awards included in diluted
EPS is based on the “Treasury Stock Method” prescribed in
Financial Accounting Standards Board (“FASB”) ASC Topic 260,
Earnings Per Share (“FASB ASC Topic 260”). This method assumes
a theoretical repurchase of shares using the unrecognized
compensation expense and any other proceeds at a price equal to
the issuer’s average stock price during the related earnings
period. Accordingly, the number of shares includable in the
calculation of diluted EPS in respect of equity awards is
dependent on this average stock price and will increase as the
average stock price increases. This method is also utilized for
net share settlement debt.
EPS is based on the “Treasury Stock Method” prescribed in
Financial Accounting Standards Board (“FASB”) ASC Topic 260,
Earnings Per Share (“FASB ASC Topic 260”). This method assumes
a theoretical repurchase of shares using the unrecognized
compensation expense and any other proceeds at a price equal to
the issuer’s average stock price during the related earnings
period. Accordingly, the number of shares includable in the
calculation of diluted EPS in respect of equity awards is
dependent on this average stock price and will increase as the
average stock price increases. This method is also utilized for
net share settlement debt.
The number of shares includable in the calculation of diluted EPS
in respect of conventional convertible or exchangeable securities
is based on the “If Converted” method prescribed in FASB ASC
Topic 260. This method assumes the conversion or exchange of
these securities for shares of common stock. In determining if
convertible or exchangeable securities are dilutive, the interest
savings (net of tax) subsequent to an assumed conversion are
added back to net earnings. The shares related to a convertible
or exchangeable security are included in diluted EPS only if EPS
as otherwise calculated is greater than the interest savings, net
of tax, divided by the shares issuable upon exercise or
conversion of the instrument (“incremental earnings per
share”). Accordingly, the calculation of diluted EPS for these
instruments is dependent on the level of net earnings. Each
series of convertible or exchangeable securities is considered
individually and in sequence, starting with the series having the
lowest incremental earnings per share, to determine if its effect
is dilutive or anti-dilutive.
in respect of conventional convertible or exchangeable securities
is based on the “If Converted” method prescribed in FASB ASC
Topic 260. This method assumes the conversion or exchange of
these securities for shares of common stock. In determining if
convertible or exchangeable securities are dilutive, the interest
savings (net of tax) subsequent to an assumed conversion are
added back to net earnings. The shares related to a convertible
or exchangeable security are included in diluted EPS only if EPS
as otherwise calculated is greater than the interest savings, net
of tax, divided by the shares issuable upon exercise or
conversion of the instrument (“incremental earnings per
share”). Accordingly, the calculation of diluted EPS for these
instruments is dependent on the level of net earnings. Each
series of convertible or exchangeable securities is considered
individually and in sequence, starting with the series having the
lowest incremental earnings per share, to determine if its effect
is dilutive or anti-dilutive.
At the direction of its Board of Directors, Vishay intends to
waive its rights to settle the principal amount of its 2.25%
Convertible Senior Debentures due 2040, due 2041, and due 2042,
upon any conversion or repurchase of the debentures, in shares of
Vishay common stock.
waive its rights to settle the principal amount of its 2.25%
Convertible Senior Debentures due 2040, due 2041, and due 2042,
upon any conversion or repurchase of the debentures, in shares of
Vishay common stock.
to the indentures governing the respective debentures, Vishay has
the right to pay the conversion value or purchase price for the
debentures in cash, Vishay common stock, or a combination of
both.
the right to pay the conversion value or purchase price for the
debentures in cash, Vishay common stock, or a combination of
both.
If debentures are tendered for repurchase, Vishay will pay the
repurchase price in cash, and if debentures are submitted for
conversion, Vishay will value the shares issuable upon conversion
and will pay in cash an amount equal to the principal amount of
the converted debentures and will issue shares in respect of the
conversion value in excess of the principal amount.
repurchase price in cash, and if debentures are submitted for
conversion, Vishay will value the shares issuable upon conversion
and will pay in cash an amount equal to the principal amount of
the converted debentures and will issue shares in respect of the
conversion value in excess of the principal amount.
Vishay will consider the debentures to be “net share settlement
debt.” Accordingly, the debentures will be included in the
diluted earnings per share computation using the “treasury stock
method” (similar to options) rather than the “if converted
method” otherwise required for convertible debt. Under the
“treasury stock method,” Vishay will calculate the number of
shares issuable under the terms of the debentures based on the
average market price of Vishay common stock during the period,
and include that number in the total diluted shares figure for
the period.
debt.” Accordingly, the debentures will be included in the
diluted earnings per share computation using the “treasury stock
method” (similar to options) rather than the “if converted
method” otherwise required for convertible debt. Under the
“treasury stock method,” Vishay will calculate the number of
shares issuable under the terms of the debentures based on the
average market price of Vishay common stock during the period,
and include that number in the total diluted shares figure for
the period.
The Company currently has no potentially dilutive instruments
included in the diluted EPS calculation using the “if converted
method.”
included in the diluted EPS calculation using the “if converted
method.”
The following estimates of shares expected to be used in the
calculation of diluted EPS consider the number of the Company’s
shares currently outstanding and the Company’s convertible
securities currently outstanding and their exercise and
conversion features currently in effect. The Company adjusts its
calculation for the estimated effect of expected quarterly
activity. The estimates assume no share repurchases during the
second fiscal quarter of 2017. Changes in these parameters or
estimates could have a material impact on the calculation of
diluted EPS.
calculation of diluted EPS consider the number of the Company’s
shares currently outstanding and the Company’s convertible
securities currently outstanding and their exercise and
conversion features currently in effect. The Company adjusts its
calculation for the estimated effect of expected quarterly
activity. The estimates assume no share repurchases during the
second fiscal quarter of 2017. Changes in these parameters or
estimates could have a material impact on the calculation of
diluted EPS.
The following estimates of shares expected to be used in the
calculation of diluted EPS should be read in conjunction with the
information on earnings per share in the Company’s filings on
Form 10-Q and Form 10-K. These estimates are unaudited and are
not necessarily indicative of the shares used in the diluted EPS
computation for any prior period. The estimates below are not
necessarily indicative of the shares to be used in the quarterly
diluted EPS computation for any period subsequent to the second
fiscal quarter of 2017. The Company assumes no duty to revise
these estimates as a result of changes in the parameters on which
they are based or any changes in accounting principles. Also, the
presentation is not intended as a forecast of EPS values or share
prices of the Company’s common stock for any period.
calculation of diluted EPS should be read in conjunction with the
information on earnings per share in the Company’s filings on
Form 10-Q and Form 10-K. These estimates are unaudited and are
not necessarily indicative of the shares used in the diluted EPS
computation for any prior period. The estimates below are not
necessarily indicative of the shares to be used in the quarterly
diluted EPS computation for any period subsequent to the second
fiscal quarter of 2017. The Company assumes no duty to revise
these estimates as a result of changes in the parameters on which
they are based or any changes in accounting principles. Also, the
presentation is not intended as a forecast of EPS values or share
prices of the Company’s common stock for any period.
For the second fiscal quarter of 2017:
|
The Company has approximately 146 million shares issued
and outstanding, including shares of common stock and class B common stock. |
|
The number of shares included in diluted EPS related to
restricted stock units does not vary significantly and is generally less than 1 million incremental shares. |
|
The Company’s Convertible Senior Debentures due 2040 are
convertible at a conversion price of $13.09 per $1,000 principal amount, equivalent to 76.4157 shares per $1,000 principal amount. There is $275 million principal amount of the debentures outstanding. The number of shares of common stock that Vishay will include in its diluted earnings per share computation, assuming an average market price for Vishay common stock in excess of the conversion price, will be determined in accordance with the following formula: |
S = [$275,000,000 / $1000] * [(P – $13.09) * 76.4157] / P
where
S = the number of shares to be included in diluted EPS, and P =
the average market price of Vishay common stock for the quarter.
the average market price of Vishay common stock for the quarter.
If the average market price is less than $13.09, no shares will
be included in the diluted earnings per share computation.
be included in the diluted earnings per share computation.
|
The Company’s Convertible Senior Debentures due 2041 are
convertible at a conversion price of $17.93 per $1,000 principal amount, equivalent to 55.7641 shares per $1,000 principal amount. There is $150 million principal amount of the debentures outstanding. The number of shares of common stock that Vishay will include in its diluted earnings per share computation, assuming an average market price for Vishay common stock in excess of the conversion price, will be determined in accordance with the following formula: |
S = [$150,000,000 / $1000] * [(P – $17.93) * 55.7641] / P
where
S = the number of shares to be included in diluted EPS, and P =
the average market price of Vishay common stock for the quarter.
the average market price of Vishay common stock for the quarter.
If the average market price is less than $17.93, no shares will
be included in the diluted earnings per share computation.
be included in the diluted earnings per share computation.
|
The Company’s Convertible Senior Debentures due 2042 are
convertible at a conversion price of $11.13 per $1,000 principal amount, equivalent to 89.8466 shares per $1,000 principal amount. There is $150 million principal amount of the debentures outstanding. The number of shares of common stock that Vishay will include in its diluted earnings per share computation, assuming an average market price for Vishay common stock in excess of the conversion price, will be determined in accordance with the following formula: |
S = [$150,000,000 / $1000] * [(P – $11.13) * 89.8466] / P
where
S = the number of shares to be included in diluted EPS, and P =
the average market price of Vishay common stock for the quarter.
the average market price of Vishay common stock for the quarter.
If the average market price is less than $11.13, no shares will
be included in the diluted earnings per share computation.
be included in the diluted earnings per share computation.
Accordingly, the following table summarizes the approximate
number of shares to be included in the denominator of the diluted
EPS calculation assuming net earnings attributable to Vishay
stockholders for various average stock prices (number of shares
in millions):
number of shares to be included in the denominator of the diluted
EPS calculation assuming net earnings attributable to Vishay
stockholders for various average stock prices (number of shares
in millions):
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Average Stock Price
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Projected Diluted Shares
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| $8.00 | ||||||
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between $8.00 and $11.00
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$
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11.00
|
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||||
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$
|
12.00
|
|
||||
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$
|
13.00
|
|
||||
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$
|
14.00
|
|
||||
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$
|
15.00
|
|
||||
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$
|
16.00
|
|
||||
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$
|
17.00
|
|
||||
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$
|
18.00
|
|
||||
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$
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19.00
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$
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20.00
|
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$
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21.00
|
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit No.
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Description
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99.1
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Press release dated May 3, 2017
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Vishay Intertechnology, Inc. (NYSE:VSH) Recent Trading Information
Vishay Intertechnology, Inc. (NYSE:VSH) closed its last trading session at with 872,216 shares trading hands.
