VISHAY INTERTECHNOLOGY INC
For the period ended Sep 27, 2025. Filed Nov 5, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 27, 2025 · Filed Nov 5, 2025
VSH$23.28+5.7%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-28; filed 2025-08-06.
0000103730-25-000055
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-27; filed 2025-11-05.
0000103730-25-000067
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 139 previous paragraphs and 138 current paragraphs.
92 unchanged; 35 reworded; 9 added; 8 removed; 4 previous and 2 current paragraphs rearranged.
Tables are not compared: 34 previous and 34 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (9)
Current report
Our accelerated investments to expand capacity have positioned us to be able to better serve our customers and capture the early stages of upturns in end market demand. The long-term outlook of our business remains strong, although our results are weaker than our prior year results.
Current report
Average selling prices increased versus the prior fiscal quarter, but decreased versus prior year periods.
Current report
Gross profit margin increased versus the prior fiscal quarter and prior year quarter, but decreased versus the prior year-to-date period. The increase versus the prior fiscal quarter is primarily due to lower materials prices. The increase versus the prior year quarter is primarily due to higher average selling prices. The decrease versus the prior year-to-date period is primarily due to lower sales volume and higher variable and fixed costs.
Current report
Segment operating margin increased versus the prior fiscal quarter and prior year quarter, but decreased versus the prior year-to-date period. The changes are primarily due to changes in gross profit.
Current report
Average selling prices, including tariff adders, decreased versus the prior fiscal quarter, but increased versus the prior year periods.
Current report
Gross profit margin decreased versus the prior fiscal quarter and prior year periods. The decrease versus the prior fiscal quarter is primarily due to lower average selling prices, higher material costs, and negative foreign currency impacts. The decreases versus the prior year periods are primarily due to higher material and fixed costs and negative foreign currency impacts.
Current report
Average selling prices, including tariff adders, decreased versus the prior fiscal quarter, but increased versus the prior year periods.
Current report
On July 4, 2025, H.R. 1 (“the Act”), a tax reconciliation act, was enacted into law in the United States. The Act did not change the U.S. federal tax rate and most of the provisions of the Act are effective for tax years beginning after December 31, 2025. We have recorded no change to the deferred U.S. taxes directly related to the Act. The Act allows the deduction in tax year 2025, or in tax years 2025 and 2026, of previously capitalized research and development costs. We anticipate that these additional tax deductions will preclude the utilization of a U.S. foreign tax credit ("FTC") that is due to expire in 2028. As an indirect result of this change in tax law, we have recorded a valuation allowance of $9.4 million on the deferred tax asset related to this FTC. The Act made significant change of foreign GILTI income, now called net CFC tested income. We anticipate that these changes will negatively impact our effective tax rate in the future.
Current report
In the third fiscal quarter of 2025, the Federal Republic of Germany enacted tax legislation decreasing the federal tax rate beginning in 2028 by 1% per year for five years. We have recorded deferred tax expense of $4.2 million to reduce the carrying amount of deferred tax assets in Germany based on these new rates.
Removed paragraphs (8)
Previous report
For the past several quarters, orders were negatively impacted by a distributor inventory correction and channel inventory that overhung the market, but there are indicators that the prolonged period of excess inventory digestion is ending. The long-term outlook of our business remains strong, although our results are weaker than our prior year results.
Previous report
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% by 2028 and allow us to balance our in-house and foundry wafer supply.
Previous report
We acquired leading edge silicon and silicon carbide MOSFETs products with our acquisition of MaxPower in the fourth fiscal quarter of 2022. We plan to use the Newport wafer fabrication facility acquired in the first fiscal quarter of 2024 as the home for MaxPower to further develop and scale our SiC MOSFETs and diodes capabilities. The acquisitions of MaxPower Semiconductor, Inc. and the Newport wafer fab, as well as the planned capacity expansions at Itzehoe and Newport, are long-term investments which are not expected to generate significant income or cash flows in the near-term, but should greatly enhance the long-term position of our MOSFETs business. We remain committed to these long-term projects.
Previous report
Segment operating margin increased versus the prior fiscal quarter and prior year-to-date period, but decreased versus the prior year quarter. The changes are primarily due to changes in gross profit.
Previous report
Gross profit margin increased versus the prior fiscal quarter, but decreased versus the prior year periods. The increase versus the prior fiscal quarter is primarily due to higher sales volume. The decrease versus the prior year periods is primarily due to lower average selling prices.
Previous report
Gross profit margin increased significantly versus the prior fiscal quarter, but decreased versus the prior year periods. The increase versus the prior fiscal quarter is primarily due to higher sales volume and manufacturing efficiencies. The decreases versus the prior year periods are primarily due to lower sales volume.
Previous report
Segment operating margin increased significantly versus the prior fiscal quarter, but decreased versus the prior year periods. The changes are primarily due to changes in gross profit.
Previous report
On July 4, 2025, H.R. 1 (“the Act”), a tax reconciliation act, was enacted into law in the United States. Under U.S. GAAP (specifically, Accounting Standards Codification Topic 740), the effects of changes in tax rates and laws on deferred tax balances are recognized in the period in which the new legislation is enacted. Accordingly, we will account for the Act in the third fiscal quarter. We are evaluating the Act’s provisions, but are not currently able to estimate the impact of the Act on our deferred tax balances and future income tax expense. Certain provisions of the Act, particularly the international tax provisions, may have a material impact on our deferred tax balances and future income tax expense.
Reworded paragraphs (35)
Previous wording
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. The key financial metrics increased versus the prior fiscal quarter, but were mixed versus the prior year period. Net revenues and margins increased versus the prior fiscal quarter and net revenues increased versus the prior year quarter, but margins were lower. The increases are primarily due to increased sales volume.
Current wording
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. The key financial metrics were mixed versus the prior fiscal quarter and the prior year period. Net revenues increased versus the prior fiscal quarter and the prior year period, but margins were flat versus the prior fiscal quarter and lower versus the prior year period. Margins were negatively impacted by lower average selling prices, higher metals and other input costs, and tariffs.
Previous wording
Net revenues for the fiscal quarter ended June 28, 2025 were $762.3 million, compared to $715.2 million and $741.2 million for the fiscal quarters ended March 29, 2025 and June 29, 2024, respectively. The net earnings attributable to Vishay stockholders for the fiscal quarter ended June 28, 2025 was $2.0 million, or $0.01 per diluted share, compared to a net loss of $(4.1) million, or $(0.03) per share for the fiscal quarter ended March 29, 2025, and net earnings of $23.5 million, or $0.17 per diluted share for the fiscal quarter ended June 29, 2024.
Current wording
Net revenues for the fiscal quarter ended September 27, 2025 were $790.6 million, compared to $762.3 million and $735.4 million for the fiscal quarters ended June 28, 2025 and September 28, 2024, respectively. The net loss attributable to Vishay stockholders for the fiscal quarter ended September 27, 2025 was $(7.9) million, or $(0.06) per share, compared to net earnings of $2.0 million, or $0.01 per diluted share for the fiscal quarter ended June 28, 2025, and a net loss of $(19.3) million, or $(0.14) per share for the fiscal quarter ended September 28, 2024.
Previous wording
Net revenues for the six fiscal months ended June 28, 2025 were $1,477.5 million, compared to $1,487.5 million for the six fiscal months ended June 29, 2024. The net loss attributable to Vishay stockholders for the six fiscal months ended June 28, 2025 was $(2.1) million, or $(0.02) per share, compared to net earnings of $54.5 million, or $0.39 per diluted share for the six fiscal months ended June 29, 2024.
Current wording
Net revenues for the nine fiscal months ended September 27, 2025 were $2,268.1 million, compared to $2,222.9 million for the nine fiscal months ended September 28, 2024. The net loss attributable to Vishay stockholders for the nine fiscal months ended September 27, 2025 was $(10.0) million, or $(0.07) per share, compared to net earnings of $35.2 million, or $0.25 per diluted share for the nine fiscal months ended September 28, 2024.
Previous wording
In 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 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. We expect negative free cash flow for the fiscal year ending December 31, 2025 due to our capacity expansion plans. As a result, we expect to maintain our dividend and opportunistically repurchase shares based on U.S. available liquidity in line with this policy. We did not repurchase any shares of common stock in the second fiscal quarter. We expect to be in compliance with our Stockholder Return Policy without repurchasing any additional shares in 2025.
Current wording
In 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 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. We expect negative free cash flow for the fiscal year ending December 31, 2025 due to our capacity expansion plans. As a result, we expect to maintain our dividend and opportunistically repurchase shares based on U.S. available liquidity in line with this policy. We did not repurchase any shares of common stock in the third fiscal quarter. We expect to be in compliance with our Stockholder Return Policy without repurchasing any additional shares in 2025.
Previous wording
The newly announced U.S. tariffs will impact our future results. The tariff rates and application are currently unsettled and any potential demand distraction is not able to be estimated at this time. Historically, we have charged tariff adders to customers to offset increased costs. The gross profit impact of the tariffs and tariff adders is approximately zero, but they negatively impact gross profit margin. The net impact of tariffs on gross profit margin in the second fiscal quarter was (40) basis points.
Current wording
Tariffs have impacted our current period results and will impact our future results. The tariff rates and application are currently unsettled and any potential demand distraction is not able to be estimated at this time. Historically, we have charged tariff adders to customers to offset increased costs. The gross profit impact of the tariffs and tariff adders is approximately zero, but they negatively impact gross profit margin. The net impact of tariffs on gross profit margin in the third fiscal quarter was (50) basis points.
Previous wording
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 second fiscal quarter of 2024 through the second fiscal quarter of 2025(dollars in thousands):
Current wording
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 third fiscal quarter of 2024 through the third fiscal quarter of 2025(dollars in thousands):
Previous wording
(1) Operating margin for the second fiscal quarter of 2025 includes an $11.3 million gain recognized upon the favorable resolution of a contingency. Operating margin for the third fiscal quarter of 2024 includes $40.6 million of restructuring and severance expenses (see Note 2 to our consolidated condensed financial statements). Operating margin for the fourth fiscal quarter of 2024 includes $66.5 million of goodwill impairment charges.
Current wording
(1) Operating margin for the second fiscal quarter of 2025 includes an $11.3 million gain recognized upon the favorable resolution of a contingency (see Note 1 to our consolidated condensed financial statements). Operating margin for the fourth fiscal quarter of 2024 includes $66.5 million of goodwill impairment charges. Operating margin for the third fiscal quarter of 2024 includes $40.6 million of restructuring and severance expenses (see Note 2 to our consolidated condensed financial statements).
Previous wording
Revenues increased versus the prior fiscal quarter and prior year quarter. The increases versus the prior fiscal quarter and prior year quarter are primarily due to higher sales volume and favorable exchange rate impacts. The book-to-bill ratio remained above 1.0 for the third consecutive quarter. Backlog was relatively flat versus the prior fiscal quarter and prior year fiscal quarter. We continue to increase capacity for critical product lines. Average selling prices, including tariff adders, were flat versus the prior fiscal quarter, but decreased versus the prior year fiscal quarter.
Current wording
Revenues increased versus the prior fiscal quarter and prior year quarter. The increases versus the prior fiscal quarter and prior year quarter are primarily due to higher sales volume and favorable foreign currency impacts. The book-to-bill ratio decreased slightly versus the prior fiscal quarter. Backlog was relatively flat versus the prior fiscal quarter and increased versus the prior year quarter. We continue to increase capacity for critical product lines. Average selling prices, including tariff adders, decreased versus the prior fiscal quarter and prior year quarter.
Previous wording
Segment operating margin was flat versus the prior fiscal quarter, but decreased versus the prior year periods. The decreases versus the prior year periods are primarily due to decreased gross profit.
Current wording
Gross profit margin in the third fiscal quarter was negatively impacted by higher tariffs and metals prices and unfavorable foreign currency fluctuations. Gross profit margin was flat versus the prior fiscal quarter, but decreased versus the prior year quarter. The decrease versus the prior year quarter is primarily due to lower average selling prices, impact of tariffs, and higher metals prices.
Previous wording
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 second fiscal quarter of 2024 through the second fiscal quarter of 2025(dollars in thousands):
Current wording
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 third fiscal quarter of 2024 through the third fiscal quarter of 2025(dollars in thousands):
Previous wording
Gross profit margins for the fiscal quarter ended June 28, 2025 were 19.5%, versus 19.0% and 22.0%, for the comparable prior quarter and prior year quarter, respectively. Gross profit margins for the six fiscal months ended June 28, 2025 were 19.2%, versus 22.4% for the comparable prior year period. Gross profit margin increased versus the prior fiscal quarter primarily due to higher sales volume. The decreases versus the prior year periods are primarily due to lower average selling prices and higher fixed costs. Costs associated with the Newport wafer fab also contributed to the decrease versus the prior year-to-date period.
Current wording
Gross profit margins for the fiscal quarter ended September 27, 2025 were 19.5%, versus 19.5% and 20.5%, for the comparable prior quarter and prior year quarter, respectively. Gross profit margins for the nine fiscal months ended September 27, 2025 were 19.3%, versus 21.8% for the comparable prior year period. Gross profit margin in the third fiscal quarter was negatively impacted by higher tariffs and metals prices and unfavorable foreign currency fluctuations. Gross profit margin was flat versus the prior fiscal quarter, but decreased versus the prior year quarter. The decrease versus the prior year quarter is primarily due to lower average selling prices, impact of tariffs, and higher metals prices.
Previous wording
Net revenues of the MOSFETs segment increased versus the prior fiscal quarter, but decreased versus the prior year periods. The increase versus the prior fiscal quarter is primarily due to increased sales to distribution customers, power supply end market customers, and customers in the Asia region. The decreases versus the prior year periods are primarily due to decreased sales to OEM customers, industrial end market customers, and customers in the Europe region.
Current wording
Net revenues of the MOSFETs segment increased versus the prior fiscal quarter and prior year periods. The increase versus the prior fiscal quarter is primarily due to increased sales to distribution and OEM customers, automotive and computing end market customers, and customers in the Asia region. The increases versus the prior year periods are primarily due to increased sales to distribution customers, computing end market customers, and customers in the Asia region.
Previous wording
Gross profit margin decreased versus the prior fiscal quarter and prior year periods. The decreases are primarily due to lower average selling prices. Costs associated with the Newport wafer fab also contributed to the decrease versus the prior year-to-date period.
Current wording
Gross profit margin increased versus the prior fiscal quarter, but decreased versus the prior year periods. The increase versus the prior fiscal quarter is primarily due to increased sales volume and lower variable costs, partially offset by lower average selling prices. The decreases versus the prior year periods are primarily due to lower average selling prices. Costs associated with the Newport wafer fab also contributed to the decrease versus the prior year-to-date period.
Previous wording
Net revenues of the Inductors segment increased versus the prior fiscal quarter and prior year quarter, but decreased versus the prior year-to-date period. The increase versus the prior fiscal quarter is primarily due to increased sales to distribution and OEM customers, automotive and industrial end market customers, and customers in all regions. The increase versus the prior year quarter is primarily due to increased sales to distribution customers, industrial end market customers, and customers in the Asia region. The decrease versus the prior year-to-date period is primarily due to decreased sales to OEM customers, automotive and military and aerospace end market customers, and customers in the Americas region, partially offset by increased sales to distribution customers and customers in the Asia region.
Current wording
Net revenues of the Diodes segment increased versus the prior fiscal quarter and prior year quarter, but decreased versus the prior year-to-date period. The increase versus the prior fiscal quarter is primarily due to increased sales to OEM customers, automotive end market customers, and customers in the Europe and Americas regions. The increase versus the prior year quarter is primarily due to increased sales to distribution and OEM customers, industrial and telecommunications end market customers, and customers in the Europe region. The decrease versus the prior year-to-date period is primarily due to decreased sales to OEM customers, automotive end market customers, and customers in the Americas region, partially offset by increased sales to distribution customers, industrial end market customers, and customers in the Europe region.
Previous wording
Gross margin increased versus the prior fiscal quarter and prior year-to-date period, but decreased versus the prior year quarter. The increases versus the prior fiscal quarter and prior year-to-date period are primarily due to higher sales volume and lower utility costs. The decrease versus the prior year quarter is primarily due to lower average selling prices and higher metals and fixed costs.
Current wording
Gross profit margin increased slightly versus the prior fiscal quarter and prior year quarter, but decreased versus the prior year-to-date period. The increases versus the prior fiscal quarter and prior year quarter are primarily due to higher sales volume and lower variable costs. The decrease versus the prior year-to-date period is primarily due to lower average selling prices, partially offset by higher sales volume and lower variable costs.
Previous wording
Gross profit margin increased slightly versus the prior fiscal quarter, but decreased versus the prior year periods. The increase versus the prior fiscal quarter is primarily due to higher sales volume. The decreases versus the prior year periods is primarily due to lower average selling prices.
Current wording
Segment operating margin increased slightly versus the prior fiscal quarter, but decreased versus the prior year periods. The changes are primarily due to changes in gross profit.
Previous wording
Net revenues of the Optoelectronic Components segment increased versus the prior fiscal quarter and prior year periods. The increase versus the prior fiscal quarter is primarily due to increased sales to OEM and distribution customers, industrial and consumer end market customers, and customers in the Europe region. The increase versus the prior year quarter is primarily due to increased sales to OEM customers, automotive and industrial end market customers, and customers in the Europe region. The increase versus the prior year-to-date period is primarily due to increased sales to distribution customers, industrial end market customers, and customers in the Asia region.
Current wording
Net revenues of the Optoelectronic Components segment increased versus the prior fiscal quarter, but decreased versus the prior year periods. The increase versus the prior fiscal quarter is primarily due to increased sales to distribution customers and automotive and industrial end market customers. The decrease versus the prior year quarter is primarily due to decreased sales to distribution and OEM customers, medical, industrial, and telecommunications end market customers, and customers in the Asia region. The decrease versus the prior year-to-date period is primarily due to decreased sales to OEM and distribution customers, medical end market customers, and customers in all regions, slightly offset by increased sales to industrial end market customers.
Previous wording
Gross profit margin increased versus the prior fiscal quarter, but decreased versus the prior year fiscal quarter. The increase versus the prior fiscal quarter is primarily due to higher sales volume and lower fixed costs. The decrease versus the prior year quarter is primarily due to lower average selling prices and higher fixed costs. Costs associated with the Newport wafer fab also contributed to the decrease versus the prior year quarter.
Current wording
Gross margin decreased versus the prior fiscal quarter, but increased versus the prior year periods. The decrease versus the prior fiscal quarter is primarily due to lower average selling prices and higher fixed costs. The increase versus the prior year quarter is primarily due to lower fixed and variable costs, partially offset by lower sales volume. The increase versus the prior year-to-date period is primarily due to lower fixed and variable costs and less inventory obsolescence.
Previous wording
Net revenues of the Capacitors segment increased versus the prior fiscal quarter and prior year periods. The increase versus the prior fiscal quarter is primarily due to increased sales to distribution customers, industrial end market customers, and customers in the Asia region, partially offset by decreased sales to customers in the Europe region. The increase versus the prior year quarter is primarily due to increased sales to OEM customers, industrial and telecommunications end market customers, and customers in the Asia region. The increase versus the prior year-to-date period is primarily due to increased sales to OEM customers, industrial and telecommunications end market customers, and customers in the Europe region, partially offset by decreased sales to military and aerospace end market customers and customers in the Americas region.
Current wording
Net revenues of the Resistors segment increased versus the prior fiscal quarter and prior year periods. The increase versus the prior fiscal quarter is primarily due to increased sales to OEM customers, automotive and computing end market customers, and customers in the Europe region, partially offset by decreased sales to distribution customers. The increase versus the prior year quarter is primarily due to increased sales to distribution and OEM customers, industrial and automotive end market customers, and customers in all regions. The increase versus the prior year-to-date period is primarily due to increased sales to distribution customers, industrial, military and aerospace, and automotive end market customers, and customers in the Asia and Americas regions.
Previous wording
Gross profit margin decreased versus the prior fiscal quarter and prior year periods. The decrease versus the prior fiscal quarter is primarily due to lower sales volume. The decreases versus the prior year periods are primarily due to higher fixed costs. Lower sales volume also contributed to the decrease versus the prior fiscal quarter.
Current wording
Gross profit margin decreased versus the prior fiscal quarter and prior year periods. The decrease versus the prior fiscal quarter is primarily due to lower sales volume and higher materials costs. The decreases versus the prior year periods are primarily due to lower average selling prices and higher materials costs, partially offset by higher sales volume.
Previous wording
Segment operating margin decreased versus the prior fiscal quarter and prior year periods. The decreases are primarily due to gross profit decreases.
Current wording
Segment operating margin decreased versus the prior fiscal quarter and prior year periods. The decreases are primarily due to changes in gross profit.
Previous wording
Net revenues of the Resistors segment increased versus the prior fiscal quarter and prior year periods. The increases versus the prior fiscal quarter and prior year quarter are primarily due to increased sales to distribution and OEM customers, industrial and automotive end market customers, and customers in all regions. The increase versus the prior year-to-date period is primarily due to increased sales to distribution customers, military and aerospace end market customers, and customers in the Asia and Americas regions.
Current wording
Net revenues of the Inductors segment decreased versus the prior fiscal quarter and prior year-to-date period, but increased versus the prior year quarter. The decrease versus the prior fiscal quarter is primarily due to decreased sales to distribution customers, industrial and automotive end market customers, and customers in the Europe and Asia regions. The increase versus the prior year quarter is primarily due to increased sales to distribution customers, medical and industrial end market customers, and customers in the Asia region. The decrease versus the prior year-to-date period is primarily due to decreased sales to OEM customers, automotive and military and aerospace end market customers, and customers in the Americas and Europe regions, partially offset by increased sales to distribution customers, industrial and medical end market customers, and customers in the Asia region.
Previous wording
The sequential decrease in SG&A expenses is primarily attributable to an $11.3 million gain recognized upon the favorable resolution of a contingency. Excluding the one-time benefit, the sequential increase is primarily due to exchange rate impacts. SG&A expenses increased versus the prior year periods due to higher stock-based compensation expense, general cost inflation, and exchange rate impacts.
Current wording
The sequential increase in SG&A expenses is primarily attributable to the $11.3 million gain recognized upon the favorable resolution of a contingency in the second fiscal quarter of 2025. Excluding the one-time benefit, the sequential decrease is primarily attributable to general cost containment activities. SG&A expenses increased versus the prior year periods due to higher stock-based compensation expense and general cost inflation.
Previous wording
Interest expense for the fiscal quarter ended June 28, 2025 increased $1.8 million versus the fiscal quarter ended March 29, 2025 and increased $3.9 million versus the fiscal quarter ended June 29, 2024. Interest expense for the six fiscal months ended June 28, 2025 increased by $6.2 million versus the six fiscal months ended June 29, 2024. The increases versus the prior fiscal quarter and the prior year periods are due to higher average outstanding balances on our revolving credit facility.
Current wording
Interest expense for the fiscal quarter ended September 27, 2025 decreased $1.1 million versus the fiscal quarter ended June 28, 2025 and increased $2.9 million versus the fiscal quarter ended September 28, 2024. Interest expense for the nine fiscal months ended September 27, 2025 increased by $9.2 million versus the nine fiscal months ended September 28, 2024. The changes versus the prior fiscal quarter and the prior year periods are due to changes in the average outstanding balances on our revolving credit facility and interest expense on the convertible senior notes due 2025 that matured in June 2025.
Previous wording
In the second fiscal quarter of 2025, we entered into a forward contract with a highly-rated financial institution to mitigate the foreign currency risk associated with an intercompany loan denominated in a currency other than the legal entity's functional currency. The notional amount of the forward contract was $25 million as of June 28, 2025. We have not designated the forward contract as a hedge for accounting purposes, and as such the change in the fair value of the contract is recognized in the consolidated condensed statements of operations as a component of other income (expense). Due to the timing of the forward contract, the value of the forward contract was immaterial as of June 28, 2025.
Current wording
We enter into forward contracts with highly-rated financial institutions to mitigate the foreign currency risk associated with intercompany loans denominated in a currency other than the legal entity's functional currency. The notional amount of the forward contract was $25 million as of September 27, 2025. We have not designated the forward contract as a hedge for accounting purposes, and as such the change in the fair value of the contract is recognized in the consolidated condensed statements of operations as a component of other income (expense). Due to the timing of the forward contract, the value of the forward contract was immaterial as of September 27, 2025.
Previous wording
For the fiscal quarter ended June 28, 2025, our effective tax rate was 83.7%, as compared to 3.2% and 34.2% for the fiscal quarters ended March 29, 2025 and June 29, 2024, respectively. For the six fiscal months ended June 28, 2025, our effective tax rate was 125.9%, as compared to 31.3% for the six fiscal months ended June 29, 2024. Our current effective tax rate is not indicative of expected future tax rates due to relatively small items having a disproportionate impact on the current effective tax rate. When pre-tax earnings increase, we expect that our effective tax rate will be higher than the U.S. statutory rate, excluding unusual transactions.
Current wording
For the fiscal quarter ended September 27, 2025, our effective tax rate was 166.3%, as compared to 83.7% and 21.1% for the fiscal quarters ended June 28, 2025 and September 28, 2024, respectively. For the nine fiscal months ended September 27, 2025, our effective tax rate was 150.0%, as compared to 35.7% for the nine fiscal months ended September 28, 2024. Our current effective tax rate is not indicative of expected future tax rates due to relatively small items having a disproportionate impact on the current effective tax rate. When pre-tax earnings increase, we expect that our effective tax rate will be higher than the U.S. statutory rate, excluding unusual transactions.
Previous wording
During the six fiscal months ended June 28, 2025, the liabilities for unrecognized tax benefits decreased $0.7 million on a net basis, primarily due to statute expirations, settlements, and payments, partially offset by accruals for the current period.
Current wording
During the nine fiscal months ended September 27, 2025, the liabilities for unrecognized tax benefits decreased $0.7 million on a net basis, primarily due to statute expirations, settlements, and payments, partially offset by accruals and foreign currency adjustments for the current period.
Previous wording
Cash flows provided by operating activities were $7.3 million for the six fiscal months ended June 28, 2025, as compared to cash flows provided by operations of $55.5 million for the six fiscal months ended June 29, 2024.
Current wording
Cash flows provided by operating activities were $34.9 million for the nine fiscal months ended September 27, 2025, as compared to cash flows provided by operations of $106.0 million for the nine fiscal months ended September 28, 2024.
Previous wording
In order to manage our working capital and operating cash needs, we monitor our cash conversion cycle. The following table presents the components of our cash conversion cycle during the five fiscal quarters beginning with the second fiscal quarter of 2024 through the second fiscal quarter of 2025:
Current wording
In order to manage our working capital and operating cash needs, we monitor our cash conversion cycle. The following table presents the components of our cash conversion cycle during the five fiscal quarters beginning with the third fiscal quarter of 2024 through the third fiscal quarter of 2025:
Previous wording
Cash paid for property and equipment for the six fiscal months ended June 28, 2025 was $126.2 million, as compared to $115.6 million for the six fiscal months ended June 29, 2024. To be well positioned to service our customers and to fully participate in growing markets, we have increased and expect to maintain a relatively high level of capital expenditures for expansion in the mid-term. We remain committed to our long-term plan of increasing Vishay's capacity, to assure our customers of reliable volume as they scale. While we plan to advance our capacity expansion projects, we have and will continue to modulate spending in response to order flow and the timing of customer demand and qualifications. The decreased lead time for equipment and the increased subcontractor capacity are also variables that allow us to adjust our capacity spending. For 2025, we plan to spend between $300 million to $350 million for capital expenditures, at least 70% of which will be invested in capacity expansion projects for high growth product lines, including our wafer fab expansions.
Current wording
Cash paid for property and equipment for the nine fiscal months ended September 27, 2025 was $178.5 million, as compared to $175.2 million for the nine fiscal months ended September 28, 2024. To be well positioned to service our customers and to fully participate in growing markets, we have increased and expect to maintain a relatively high level of capital expenditures for expansion in the mid-term. We remain committed to our long-term plan of increasing Vishay's capacity, to assure our customers of reliable volume as they scale. While we plan to advance our capacity expansion projects, we have and will continue to modulate spending in response to order flow and the timing of customer demand and qualifications. The decreased lead time for equipment and the increased subcontractor capacity are also variables that allow us to adjust our capacity spending. For 2025, we plan to spend between $300 million to $350 million for capital expenditures, at least 70% of which will be invested in capacity expansion projects for high growth product lines, including our wafer fab expansions.
Previous wording
Free cash flow for the six fiscal months ended June 28, 2025 decreased versus the six fiscal months ended June 29, 2024 primarily due to decreased net earnings. We expect that free cash flow will be negatively impacted by the expected high level of capital expenditures for expansion after which we expect to generate increasingly higher levels 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.
Current wording
Free cash flow for the nine fiscal months ended September 27, 2025 decreased versus the nine fiscal months ended September 28, 2024 primarily due to decreased net earnings. We expect that free cash flow will be negatively impacted by the expected high level of capital expenditures for expansion after which we expect to generate increasingly higher levels 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.
Previous wording
We repatriated $75 million of accumulated earnings to the United States in the second fiscal quarter of 2025 and paid withholding taxes, in Israel, of $9.4 million. As of June 28, 2025, $26.5 million of our cash and cash equivalents and short-term investments were held by our U.S. subsidiaries. As of June 28, 2025, we are in a net borrowing position in the U.S. and we expect to continue to be at least throughout 2025, primarily due to Newport expansion funding requirements. As of June 28, 2025, we have approximately $491.1 million of German and Israeli earnings that are deemed not indefinitely reinvested. Based on the expected timing of future repatriations, we estimate that the tax liability to repatriate these unremitted earnings will be approximately $75.3 million, which has been accrued, but will only be paid upon repatriation of the unremitted earnings. Repatriating these unremitted earnings earlier than currently planned may not be possible and would incur additional tax expense. We also have amounts of unremitted foreign earnings held by subsidiaries in countries other than Israel and Germany, which continue to be reinvested indefinitely, that we have not accrued for the incremental foreign income taxes and withholding taxes payable to foreign jurisdictions that would be incurred to repatriate these amounts. Certain of these subsidiaries are located in countries with restrictive regulations and high tax rates for repatriating cash. Due to the uncertainties associated with the ability, timing, and method to repatriate these unremitted earnings and other complexities associated with its hypothetical calculation, determination of the amount of tax expense that would be incurred to repatriate the unremitted earnings is not practicable, but could be significant. Our undrawn credit facility provides us with adequate operating liquidity in the United States.
Current wording
We repatriated $75 million of accumulated earnings to the United States in the second fiscal quarter of 2025 and paid withholding taxes, in Israel, of $9.4 million. As of September 27, 2025, $21.1 million of our cash and cash equivalents and short-term investments were held by our U.S. subsidiaries. As of September 27, 2025, we are in a net borrowing position in the U.S. and we expect to continue to be at least throughout 2025, primarily due to Newport expansion funding requirements. As of September 27, 2025, we have approximately $491.1 million of German and Israeli earnings that are deemed not indefinitely reinvested. Based on the expected timing of future repatriations, we estimate that the tax liability to repatriate these unremitted earnings will be approximately $75.3 million, which has been accrued, but will only be paid upon repatriation of the unremitted earnings. Repatriating these unremitted earnings earlier than currently planned may not be possible and would incur additional tax expense. We also have amounts of unremitted foreign earnings held by subsidiaries in countries other than Israel and Germany, which continue to be reinvested indefinitely, that we have not accrued for the incremental foreign income taxes and withholding taxes payable to foreign jurisdictions that would be incurred to repatriate these amounts. Certain of these subsidiaries are located in countries with restrictive regulations and high tax rates for repatriating cash. Due to the uncertainties associated with the ability, timing, and method to repatriate these unremitted earnings and other complexities associated with its hypothetical calculation, determination of the amount of tax expense that would be incurred to repatriate the unremitted earnings is not practicable, but could be significant. Our undrawn credit facility provides us with adequate operating liquidity in the United States.
Previous wording
We were in compliance with all financial covenants under the credit facility at June 28, 2025. Our interest coverage ratio and net leverage ratio were 10.69 to 1 and 2.34 to 1, respectively. We expect to continue to be in compliance with these covenants based on current projections. Based on our current EBITDA and outstanding revolver balance, the usable capacity on the credit facility is approximately $275 million.
Current wording
We were in compliance with all financial covenants under the credit facility at September 27, 2025. Our interest coverage ratio and net leverage ratio were 9.76 to 1 and 2.34 to 1, respectively. We expect to continue to be in compliance with these covenants based on current projections. Based on our current EBITDA and outstanding revolver balance, the usable capacity on the credit facility is approximately $280 million.
Previous wording
Borrowings under the credit facility bear interest at variable reference rates plus an interest margin. The applicable interest margin is based on our total leverage ratio. We also pay a commitment fee, also based on our total leverage ratio, on undrawn amounts. U.S. dollar borrowings under the credit facility are based on SOFR (including a customary spread adjustment). Borrowings in foreign currencies bear interest at currency-specific reference rates plus an interest margin. Based on our current total leverage ratio of 3.16 to 1, any new U.S. dollar borrowings will bear interest at SOFR plus 2.10% (including the applicable credit spread), and the undrawn commitment fee is 0.35% per annum.
Current wording
Borrowings under the credit facility bear interest at variable reference rates plus an interest margin. The applicable interest margin is based on our total leverage ratio. We also pay a commitment fee, also based on our total leverage ratio, on undrawn amounts. U.S. dollar borrowings under the credit facility are based on SOFR (including a customary spread adjustment). Borrowings in foreign currencies bear interest at currency-specific reference rates plus an interest margin. Based on our current total leverage ratio of 3.14 to 1, any new U.S. dollar borrowings will bear interest at SOFR plus 2.10% (including the applicable credit spread), and the undrawn commitment fee is 0.35% per annum.
Previous wording
We had $136 million outstanding on our revolving credit facility at December 31, 2024 and $185 million outstanding at June 28, 2025. We borrowed $420 million and repaid $371 million on the revolving credit facility during the six fiscal months ended June 28, 2025. The average outstanding balance on our revolving credit facility calculated at fiscal month-ends was $223 million and the highest amount outstanding at a fiscal month end was $309 million during the six fiscal months ended June 28, 2025. We expect, at least initially, to fund certain future obligations required to be paid by the U.S. parent company by borrowing under our 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 until 2028.
Current wording
We had $136 million outstanding on our revolving credit facility at December 31, 2024 and $189 million outstanding at September 27, 2025. We borrowed $601 million and repaid $548 million on the revolving credit facility during the nine fiscal months ended September 27, 2025. The average outstanding balance on our revolving credit facility calculated at fiscal month-ends was $218 million and the highest amount outstanding at a fiscal month end was $309 million during the nine fiscal months ended September 27, 2025. We expect, at least initially, to fund certain future obligations required to be paid by the U.S. parent company by borrowing under our 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 until 2028.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
Segment operating margin increased versus the prior fiscal quarter and prior year periods. The increases are primarily due to changes in gross profit.
Current report — wording carried from elsewhere
Net revenues of the Capacitors segment increased versus the prior fiscal quarter and prior year periods. The increases versus the prior fiscal quarter and prior year periods are primarily due to increased sales to distribution customers, industrial end market customers, and customers in the Asia and Europe regions.
Rearranged previous paragraphs (4)
Previous report — wording carried elsewhere
Net revenues of the Diodes segment increased versus the prior fiscal quarter and the prior year quarter, but decreased versus the prior year-to-date period. The increases versus the prior fiscal quarter and prior year quarter are primarily due to increased sales to distribution customers, industrial end market customers, and customers in the Asia region. The decrease versus the prior year-to-date period is primarily due to decreased sales to OEM customers, automotive end market customers, and customers in the Americas region.
Previous report — wording carried elsewhere
Average selling prices decreased versus the prior fiscal quarter and prior year periods.
Previous report — wording carried elsewhere
Average selling prices, including tariff adders, increased versus the prior fiscal quarter and prior year periods.
Previous report — wording carried elsewhere
Average selling prices, including tariff adders, increased versus the prior fiscal quarter and prior year periods.