Vishay Intertechnology, Inc.
Q3 2008 Earnings Call Transcript

Published: 28 Oct 2008

[Operator:]

Good morning. My name is April, and I will be your conference operator today. At this time, I would like to welcome everyone to the Vishay Intertechnology conference call. All lines have been placed on mute to prevent any background noise. After the speakers’ remarks, there will be a question-and-answer session. (Operator instructions) Thank you. I would now like to turn the conference over to Dr. Lior Yahalomi. Please go ahead, sir.

[Lior Yahalomi:]

Thank you, April. Thank you for calling in for today's conference call. On the line with me today are Dr. Gerald Paul, Vishay's President and CEO; Dr. Felix Zandman, Vishay's Executive Chairman and Chief Technical and Business Development Officer; and Lori Lipcaman, Vishay’s Chief Accounting Officer. Before I start, Bill Clancy, Vishay's Senior Vice President and Corporate Controller, will read our customary opening statement. Bill?

[Bill Clancy:]

You should be aware that in today's conference call we will be making certain forward-looking statements that discuss future events and performance. These statements are subject to risk and uncertainties that could cause actual results to differ from the forward-looking statements. For a discussion of factors that could cause results to differ, please see today's press release and Vishay's Form 10-K and Form 10-Q filings with the SEC.

[Lior Yahalomi:]

Thank you, Bill. I will make summary comments, Dr. Paul will add a more detailed evaluation, and finally Dr. Zandman will update our R&D and acquisition activities. As announced in our press release, Vishay has reported additional impairment of goodwill and indefinite-lived intangibles of $358 million in the third quarter of 2008. The total impairment of goodwill and indefinite-lived intangibles for the nine months ended September 27, 2008 is $1.158 billion. In light of a sustained decline in market capitalization for Vishay and its peer group companies and other factors, Vishay determined that an interim impairment test was necessary as of the end of the third fiscal quarter. The charge is non-cash in nature and will not affect Vishay's liquidity, cash flows from operation activities or debt covenants, nor have any impact on future operations, except for positive tax benefits for tax deductible goodwill. As announced in our press release, Vishay reported $0.18 adjusted net earnings per share as compared to $0.23 for the second quarter of 2008 and $0.25 for last year’s third quarter. The reported GAAP earnings per share for the third quarter of 2008 include impairment of goodwill and indefinite-lived intangibles of $358 million, restructuring and severance costs of $6.9 million, expenses related to the international rectifiers, terminated tender offer of $4 million, and non-cash loss of $13.6 million related to the early extinguishment of debt. These items and the related tax consequences had a negative $1.86 per share effect against GAAP earnings. On October 13, 2008, Vishay announced that it had terminated its tender offer to acquire all of the outstanding shares of international rectifier common stock for $23 per share in cash. We consistently stated that we could not pursue our proposal in the face of opposition from the Board of Directors that has refused to engage in any discussion with us regarding our offer. We thank the significant number of shareholders who supported our three nominees at the 2007 annual meeting. Revenues for the third quarter of $739 million were approximately 5% lower than the second quarter 2008 and 1% higher than last year’s third quarter. Consolidated gross margins for the quarter were 21.6% as compared to 23.2% for the second quarter of 2008 and 24% for last year’s third quarter. Selling, general and administrative expenses for this quarter were 15.3% of revenues compared to 15.6% of revenues for the second quarter of 2008 and 15.2% of revenues for last year’s third quarter. This quarter includes gains on sales of fixed asset of approximately $2.5 million. The second quarter of 2008 included approximately $3 million of legal fees related to settlement of patent infringement, which did not reoccur in the third quarter of 2008. Other income consists mainly of interest income and foreign exchange gains. The effective adjusted tax rate for the year is approximately 26%, an increase from the 24% we stated at the end of our second quarter 2008. The increase in the annual tax rate is mainly due to the change in the mix of income in low versus high tax rate jurisdictions. Capital expenditures for the quarter were $41 million. Depreciation and amortization for the quarter was $56 million. Some other key summary financials are, cash and cash equivalents at the quarter-end was $312 million, total debt at quarter-end was $359 million. The $500 million 3.625% bonds were put to us on August 1, 2008 and we paid off $498 million of them – of the bonds. We utilized $250 million of our cash balance in addition to drawing on our credit lines to retire these bonds. Total inventory at quarter-end was $562 million. Working capital at quarter-end was $1 billion. Finally, cash generated from operations was $89 million for the third quarter of 2008 compared to $117 million for the third quarter of 2007. Free cash flow was $55 million for the third quarter of 2008 as compared to $83 million for the third quarter of 2007. I will now turn the call over to Dr. Paul. Dr. Paul?

[Gerald Paul:]

Thank you, Lior. Well, we are reporting a difficult quarter for Vishay, which of course has also been a difficult quarter for most of the industry. Despite that, I think we achieved reasonable results with $0.18 adjusted earnings per share and $55 million free cash flow. Electronics has quite abruptly experienced the impact of the present macroeconomic turbulence. We missed expectations due to rapidly deterioration economic conditions during the quarter. Let me talk more about the economic environment. As I said, we have experienced a substantial economic slowdown, which accelerated really in September, and this slowdown continues in October. Automotive now also in Europe is impacted heavily by the downturn. Mobile phones, computers, and consumer goods are below seasonal expectations, whereas industrial – the industrial market segment is relatively stable, and military aerospace is holding up nicely. There is a sharp decline of orders from our worldwide distributors, which obviously is not driven by the inventory turns – they are quite reasonable, they are at 4.0 – but driven by the weak book-to-bill ratio, which is believe one, area of 0.9. There is only little confidence these days at many OEMs. There is a broad fear of a recession, as all of you will know. And looking around the world, there are hardly any geographic differences. Talking about the business development of Vishay, the quarter has been disappointing in sales and orders and, as I said, this progressed during the quarter. We achieved sales of $739 million in the quarter, as Lior pointed out, vis-à-vis $774 million in prior quarter and $730 million in prior year. Excluding the exchange rate effect, sales versus prior quarter were down by $27 million or 4%, and down by $13 million or 2% versus prior year. Book-to-bill in the quarter was quite weak at 0.92 as compared to 0.98 last year. Some book-to-bill details. There was a book-to-bill ratio of 0.88 for distribution and 0.95 for OEMs, 0.85 for actives, 0.98 for passives, 0.93 for the Americas, 0.94 for Europe, and 0.89 for Asia. So really if you want to pinpoint the problem, the area of special weakness, it was in actives in Asia and in distribution. Our backlog declined to 2.5 months, which is really at the low end of what we call comfort zone. The price decline continued at a quite modest rate. Vishay, in total, lost price of 1.4% vis-à-vis prior quarter and of 3.4% vis-à-vis prior year. There was continued price stability at passives, 0.3% down only versus prior quarter and 1.2% down versus prior year. We have seen slowly accelerating price decline at the actives at 2.4% price decline vis-à-vis prior year and 5.3% price decline versus prior year. Now let’s look at the results and compare them vis-à-vis to second quarter of ’08. Based on $35 million lower sales, $27 million lower sales excluding exchange rate impact, the adjusted operating margin decreased by $12 million from $59 million to $47 million. The main elements were the price decline, which impacted the results negatively by $11 million; volume and mix negative by $3 million, the mix actually was improved vis-à-vis the second quarter; and the variable costs reverse by $5 million. On the other hand, we had at a fixed cost of $8 million. Looking at the comparison vis-à-vis prior year, we see that based on $10 million higher sales, without the exchange rate impact $13 million lower sales, the adjusted operating margin decreased by $18 million from $65 million to $47 million. Main drivers were the selling prices again, which impacted the results negatively by $26 million; volume and mix was positive by $16 million; fixed cost better by $5 million; and we had a very negative impact of currency exchange rate of $16 million since vis-à-vis prior year, and this is not the Euro. I want to emphasize it happens to be mostly the Israeli shekel. Some highlights from operations. Inventory turns remained at 3.9. Excluding exchange rate effect, inventories in the quarter decreased by $7 million, all came from raw materials. Capital spending in the quarter was $41 million compared to $32 million in prior quarter and to $34 million in prior year. Depreciation was $51 million. We expect capital spending in the range of $150 million to $160 million in 2008. This is down from $170 million, as previously projected. During the quarter, the share of employment in high labor countries decreased slightly to 24.4%. Total employment was at 27,400 people; 200 heads down from last quarter. There is a weakening capacity load in numerous lines. The lead times are short in general. We generated $89 million cash from operations in the quarter as compared to $65 million in prior quarter and to $117 million in prior year. We generated $55 million free cash in the quarter as compared to $36 million in prior quarter and to $83 million in prior year. As you see, we continued to produce cash in a respectable way, as I feel. Metal prices during the quarter in general started to normalize in a major way. Let me come to resistors and inductors as the first family of products I want to comment on. Also this business, which is traditional, in fact, and successful business for Vishay, started to get impacted by the economic slowdown. Sales in the quarter were $163 million, which is 6% below prior quarter, but on the level of prior year, if you eliminate the impact of exchange rates. There was a relatively low book-to-bill ratio at 0.94. Backlog was stable at 2.5 months. Gross margin dropped to a level of only 25% of sales versus prior year. The results have been impacted negatively by the exchange rates, as I pointed out, vis-à-vis prior quarter, impacted negatively by the volume drop in some restructuring related inefficiencies. The selling prices in resistors/conductors continue to be stable versus prior quarter and versus prior year. The inventory turns are at an excellent level of 4.5. And all announced restructuring projects will be finalized by the end of ’08. Coming to capacitors. This business does not experience yet the impact of the general economic downturn, as power capacitors continue to grow. And we seem to gain share in tantalum capacitors. Sales in the quarter were $132 million, down by 2% versus prior year and up by 3% versus prior year. Book-to-bill at 1.02. The backlog remained at a comfortable level of 3 months. Gross margin dropped to 12% of sales, practically due to one-time effect related to the valuation of metals, especially palladium. This drop we are going to get back through lower costs going forward. Modest price decline continues also in this line. 0.7% price decline versus prior quarter and 3% price decline versus prior year. Inventory turns improved further to 3.0. Inventory went down capacitors by $9 million in the quarter, all from raw materials. We decided to close the multi-layer ceramic capacitor factory in Monroe, Connecticut, and to integrate this volume into our MLCC plant in Migdal in Israel. This project will be finalized in steps by the third quarter ’09, and we expect annualized benefits of $3 million from this move, both from variable costs and fixed costs. All other announced restructuring projects will be finalized by the end of this year. We are in progress at the moment to integrate the recent acquisition of wet tantalum capacitors, which we further enhanced our offering in specialty caps, a general direction which we pursue since years [ph] to increase the share of specialty products also in capacitors. Coming to measurements group. You know this is a principally stable business with strain gauges, load sales and weighing systems, which is very different from the mainstream components business of Vishay. This business is not impacted by the economic downturn. It is in principle less sensitive. Sales in the quarter were $51 million as compared to $53 million in the prior year and to $48 million in prior year. Book-to-bill for this business was 1.03 in the quarter, and we see a backlog of 2.4 months. Gross margin is quite strong at 33% of sales. Inventory turns of 2.7 in the quarter. We closed the Breda, Netherlands plant – we are in the process to close and then this will be finalized by the end of ’08 also. Coming to semiconductors, first of all, to diodes and opto products. The consumer and automotive part of this business suffered substantially from the downturn. We have seen in the quarter a very abrupt, deep drop. Sales in the quarter, $211 million, 9% below prior quarter and 7% below prior year. There is a weak book-to-bill ratio for this product family of 0.88, in particular due to Asian distributors pushing out the orders. The backlog has been reduced to 2.2 months, which starts now to impact our production load substantially. Gross margins have dropped to 20% of sales, price volume driven, mainly volume driven. This all was substantially below our expectations for the quarter. Inventory turns were excellent at the level of 4.5. And as you see, increase in price pressure, 1.4% versus prior quarter and 3.9% versus prior year. Additional restructuring measures for this group are under evaluation. Our increased efforts in product development, though, are showing positive results. Coming to Siliconix. As you know, this is the market leader in low-voltage MOSFETs, which after the IR acquisition is now also present in high-voltage MOSFETs. We are starting also there to experience the economic slowdown. Sales in the quarter were $182 million, up by 5% versus prior quarter, down by 1% versus prior year. So the quarter was quite okay. But we have seen a weak book-to-bill ratio of only 0.82. Again the same main reason the Asian distributors are pushing out orders. Backlog has dropped to 2.4 months. Now we are really at a low level at this 2.4 months. Gross margins came in at the expected level of 24% of sales. The price decline for Siliconix is accelerating. We have seen 3.6% versus prior quarter and 6.9% versus prior year. The inventory turns are at an acceptable level of 4.0. Our move of the IR, International Rectifier packaging operations out of Mexico is virtually finalized. The fab transfer from the IR facility is according to plan. We expect the finalization by the second quarter next year. And we do have some streamlining of divisional overheads underway in Siliconix. Let me summarize. Vishay has experienced a difficult quarter with sales and profits below expectations. The low order rate of October indicates a further acceleration of the economic decline. We achieved $0.18 of adjusted earnings per share and continue to generate cash on a respectable level, $89 million from cash from operations and $55 million of free cash, taking into account – taking into consideration the possibility of a deep and long recession, which will implement all measures required to protect its positive free cash flow. And this statement holds true also for worst-case scenarios. We remain confident for electronics in the long run. Short-term projections are difficult. For the current quarter, we guide to a sales range between $640 million and $670 million and slightly lower gross margins. It should be noted that the weaker euro of course only also contributes to our lower sales. That should not be forgotten. Thank you very much. I’m turning over to Dr. Zandman.

[Felix Zandman:]

Good morning. I will repeat just what Gerald said. We achieved $0.18 per share for Q3 and $55 million free cash in spite of the turmoil of world markets. The short-term outlook is not clear. However, Vishay will do whatever is necessary to continue to stay profitable and generate free cash. Presently our debt approximately equals our cash. Our tender offer for IR did not materialize, as you know, and in view of today’s world economic situation, it concerns me as a positive event. Otherwise, Vishay would have a major debt in a time when sales are decreasing, especially in the semiconductor sector. So, another great event, definitely trending to a positive. This acquisition and others may be revisited when the economy gets stabilized and cash from banks and bonds become again available. On the other hand, we landed three small acquisitions, which will be highly profitable even in the present economic situation. One, we acquired the remaining 51% of our JV in India, which was not yet 100% owned by us. This would result in major savings, will give us a platform to transfer some of our high labor cost and will improve our presence in the Indian and export markets. Two, we acquired a small company in Germany with expertise in high power precision resistors, a niche market and technology which we did not have. Once more, labor savings and a product which sells in the highly specialized applications. And three, we acquired from Kemet a specialty tantalum product line used mainly in oil exploration, military and aerospace industries, which we believe will not be suffering from the general market downturn. Our R&D programs are on target. The share of new products released to the market continues to increase. Bad economic times will not – I repeat, will not reduce our efforts for new products, as the mid-term and long-term success depends very much on innovation. We will continue to look for niche acquisitions, which should be available at presently decent prices. Our management, under the leadership of Dr. Paul, our CEO, knows exactly how to implement rapidly and necessary – and in necessary cost reductions so that we maintain our profitability and we will generate free cash. In spite of the present uncertain market situation, we remain optimistic for the mid-term and long-term outlook for Vishay. Thank you. We should pass now to the questions.

[Operator:]

(Operator instructions) Your first question comes from Matt Sheerin.

[Matt Sheerin:]

Yes, thank you. Just my question regarding your guidance, I understand the revenue guidance makes sense given the book-to-bill. But you also in the press release talked about flat – expectation for flat gross margin in December. How was that possible if revenues going to be down so much? Is it a mix issue?

[Gerald Paul:]

It’s mix, but it’s also cost reduction. It’s a combination of a couple of things. I’ll try to explain that in capacitors in particular, we’ve exposed to a write-down of palladium, which impacted the quarter but will help us in the next quarter, for instance. But they are ongoing improvements. So we talk to flat to slight down in between more flat gross margins.

[Matt Sheerin:]

Would you expect in your active business, given that revenue is going to be off show sharply that gross margin would actually down for Siliconix and for the discrete business?

[Gerald Paul:]

I would say, in Siliconix, we expect slightly down. On the other hand, we expect some recovery in the passive side.

[Matt Sheerin:]

Okay. And then –

[Gerald Paul:]

And we are talking relative gross margins percent, of course, right.

[Matt Sheerin:]

I understand. And then you talked about the euro’s impact on your revenue, could you also talk about, Dr. Paul, the impact on your costs? I know you have a lot of manufacturing operations in Europe, although it’s not all in Euro. So could you talk about currency impact overall on your business both from a revenue standpoint and a cost standpoint?

[Gerald Paul:]

The dollar-euro ratio impact only the top line in Vishay. Our distribution of costs is approximately the same distribution as the distribution of sales in these two currencies. That means in the first approximation it’s neutral. There is no effect. On the other hand, that’s different, for instance, for currencies like the Israeli shekel. In this case, we have just costs and we are exposed to a strengthening of the shekel. But in terms of dollar-euro, our bottom line, our operating margin, just approximations [ph] independent.

[Matt Sheerin:]

Okay. And approximately what percentage of your cost from Israel?

[Gerald Paul:]

Well, I don’t know by heart, but we had about 4,000 people in Israel, you see. So it’s a very substantial number, and year-over-year we are going to experience a negative impact of the Israeli shekel to the tune of 35 million to 40 million year-over-year from 2007 to 2008.

[Matt Sheerin:]

Okay. That would be positive then.

[Felix Zandman:]

Yes. This is Dr. Zandman here. I would like to add something there. The shekel went down from 4.2 all the way down to 3.2, tremendous drop. But in meantime for the last month and a half, it recovered and it is about 3.9. In the way it goes, it may come back to 4.2 in the next few months depending – it’s like oil, but the other way – it’s depends on the oil situation. Shekel went down from 4.2 to 3.2. It is now at 3.9. So this situation fluctuates and we hope if it comes to 4.2, the drain will stop.

[Matt Sheerin:]

Okay. Thank you.

[Operator:]

Your next question comes from Jim Suva.

[Jim Suva:]

Great, thanks very much. First a quick clarification question. I believe Dr. Paul in his prepared remarks said gross margins to be slightly down. And when I look at your press release, it says it is flat.

[Gerald Paul:]

It is flat indeed. That was really a misprint, but practically it’s flat.

[Jim Suva:]

Okay, great. Thank you for that clarification. And then can you let us know how much – had three tuck-in acquisitions. How much they contributed for the quarter and what the run rate is of those acquisitions?

[Felix Zandman:]

No, those three acquisitions didn’t contribute yet. They all have been accomplished during the mid-quarter and last, and they are just in the midst of restructuring. The management would be gone. So it didn’t do anything yet. It will happen in the next quarter and after, of course.

[Jim Suva:]

Okay.

[Gerald Paul:]

The biggest acquisition was the acquisition from Kemet, and this happened just recently.

[Felix Zandman:]

That’s the most significant.

[Jim Suva:]

And maybe a run rate per quarter of those acquisitions then?

[Gerald Paul:]

I don’t think we have that prepared yet. I would rather not commit to that.

[Lior Yahalomi:]

Jim, they are too small relative to the company and we don’t necessarily disclose these numbers.

[Jim Suva:]

Okay. And then two quick housekeeping items. What should we expect for a tax rate going forward? Is that 26% a good rate, or should we expect something else?

[Gerald Paul:]

26% is expected for the year.

[Jim Suva:]

And then last question, you wrote down some precious metals, I think it was palladium.

[Gerald Paul:]

Yes, palladium.

[Jim Suva:]

Can you tell us how much wrote down? And was that included in your charges this quarter?

[Gerald Paul:]

Yes, it was included in the operations results and it was to the tune of $4 million to $5 million.

[Jim Suva:]

$4 million to $5 million, great. And last question on tantalum, what are you seeing for tantalum prices for kind of 2009 outlook as far as price increases since there has been a lot of discussion and a lot of increases in tantalum powder?

[Gerald Paul:]

We have not seen that. At the moment, we still have a portion of what we use from inventory, as you can imagine. Still it’s going down of course, the inventory, but it’s still foreseeably partially from inventory. On the other hand, we do not see price increases there.

[Jim Suva:]

Okay, thank you.

[Operator:]

Your next question comes from Steve Smigie.

[Steve Smigie:]

Great, thank you. You commented that the euro impacted your guidance. How much of the guidance is euro and how much is macro weakness?

[Gerald Paul:]

Okay. So this drop we are forecasting is approximately, I would say, 40% from the currency and 60% real.

[Steve Smigie:]

Okay. And you’ve seen I guess some continued weakening here in the gross margin of Siliconix. I know you guys have been taking some actions I think to try to fix that. Could you just talk a little bit about where those actions stand?

[Gerald Paul:]

As a matter of fact, Siliconix came up quarter-over-quarter from 23%, if I remember right, to 24%. So it’s really the – little bit the opposite. So it recovered. We are away from historic levels of 30%, that’s true. But this was also not forecasted. But we are continuing our cost reduction efforts. But everything is a function of volume of course, as you can imagine, in gross margin. And if the gross margin held, no question we would further improve our performance. It’s the variable costs that are positively impacted by our measures, which are in line with our plan. But everything is a question of volume. And we are not leaving in times which command record volumes.

[Steve Smigie:]

Right, understood. And then I was just curious about the operating expenses as you go into Q4 and into the 2009. What kind of efforts you have there? Is your target percentage of revenue roughly 15.5% or so that you seem to have been running?

[Gerald Paul:]

First of all, there is no target in terms of percent. For us, the SG&A costs are fixed costs. So basically you see that we came in this quarter at 113, which is already a reduction, contained once relative [ph] really vis-à-vis the third quarter. We will continue to work it down. We are working on a plan now.

[Steve Smigie:]

And then do you think you would be able to get it down as quickly as revenue for Q4?

[Gerald Paul:]

I would say yes.

[Steve Smigie:]

Okay.

[Gerald Paul:]

As quickly as revenue, pardon. As quickly as (inaudible). It’s also exchange rate driven, of course. Not this is also exchange. I didn’t make this calculation in terms of percent. Don’t think so. Not completely, no. Not at short-term, it takes a little longer.

[Steve Smigie:]

And as we look out to 2009 at this point, any plans on dropping CapEx spending there versus –?

[Gerald Paul:]

Sure. Looking out to 2009, we will for sure not spend $150 to $160 million, which we forecast now if the economy doesn’t command it. You never know. The outlook – the mid-term outlook is not an easy one these days. And if capacity is required, we will react. But from today’s perspective, which is a little pessimistic, I must admit that, we are going to spend less.

[Steve Smigie:]

Right. Okay. And again, one other visibility, what are the actions would you be taking to preserve the cash flow, as you mentioned?

[Gerald Paul:]

No, as a matter of fact, we will watch inventories closely, as we always do. But more even on collecting the money better, as a matter of fact, drop capital spending more, and of course we will reduce our fixed costs.

[Steve Smigie:]

Okay, thank you.

[Operator:]

Your next question comes from Shawn Harrison.

[Shawn Harrison:]

Hi. Just a follow-up on the operating expense question. I think it was mentioned that there was a gain included in the $113 million this quarter. So the true run rate is closer to maybe 100–?

[Gerald Paul:]

115, something like that, yes.

[Shawn Harrison:]

Okay. And then maybe given the true revenue decline looks to be about 7% sequentially at the midpoint of your guidance. You would expect softening a little bit lower than that in terms of operating –?

[Gerald Paul:]

Yes. I mean, short-term actions is mostly belt tightening, as you can imagine. Real structural effects we will see next year.

[Shawn Harrison:]

Okay. And I guess that will be announced as part of the maybe January earnings call?

[Gerald Paul:]

Yes.

[Shawn Harrison:]

Okay. Just a clarification point. The backlog for the quarter, what was the dollar amount?

[Gerald Paul:]

Lior had it, let me see. Backlog – looking –

[Lior Yahalomi:]

Dr. Paul?

[Gerald Paul:]

You must have it.

[Lior Yahalomi:]

Yes. The backlog is 619.

[Gerald Paul:]

619, okay.

[Shawn Harrison:]

Okay. And the greatest decline there occurred on the active components side?

[Gerald Paul:]

Yes, of course.

[Shawn Harrison:]

Okay. Certainly I just want to run through the cash flow math again. Maybe my math is incorrect, but it looks like you generated something like within the numbers provided, some $49 million of free cash flow, you were citing a $55 million number as part of the prepared tax. I was just maybe wondering where my disconnect was?

[Gerald Paul:]

Maybe we’ll do this in a separate discussion later, the 55.

[Shawn Harrison:]

Okay.

[Gerald Paul:]

But I think Lior and Lori, you should address that.

[Shawn Harrison:]

Okay. And then finally, I know you talked about distributors pushing back in Asia. Is it more of an inventory issue with them, or is it more of a demand issue, or implications of –?

[Gerald Paul:]

How to distinguish? How to distinguish? The inventory turns of worldwide distribution in quarter three was quite normal, 4.0. Really not worse than the quarter before. What is different from the quarter before is their book-to-bill, which is around 0.9 at this time. And I could suspect them, I think that’s also proven through discussions with these people that really they are cautious. They take into account the downturn, and the reaction is obvious. They step on the brakes. The inventory turns of the quarter would not be a reason.

[Shawn Harrison:]

Okay, okay. And then finally, I guess maybe the visibility is very limited, but what is the typical seasonality you would see heading into the March quarter in each aspects of the business? If things have leveled out for me, I know on the passive side you typically see an uptick. With demand certainly on the actives, would you see a sequential downtick?

[Gerald Paul:]

No. The real seasonality in Vishay is practically no seasonality, I think you know that. But because in the first quarter, the passives set itself. The first quarters are strong in the passives normally, whereas the third and fourth quarters are strong in the actives normally. Well, we do not see an excellent quarter in quarter one. I cannot forecast the first quarter at this point. But it’s obvious if the euros continue on a low level, which they are at the moment, then we are going to see a relatively weak first quarter. No question.

[Shawn Harrison:]

Okay. But maybe not as weak as normal on the active side given the sequential downtick here, or would you expect it to pull back even further? I was just trying to get an idea of –?

[Gerald Paul:]

See Vishay as a total. See Vishay as a total. Our first quarter is normally a good quarter. And still of course at this time, it’s impacted by low orders (inaudible) overlook October, orders are low. I guess in all the industry are low. And it’s really difficult to forecast these day. Every week is new somehow.

[Shawn Harrison:]

Okay. And just one final point on the cash flow. What additional fees for the IR deal may flow through the P&L in the fourth quarter and kind of what should we expect in maybe other cash restructuring charges?

[Lior Yahalomi:]

We don’t expect any additional charges. Shawn, I wanted to – Dr. Paul, I wanted to respond to Shawn’s question vis-à-vis the cash issue. So there is a $7 million difference, which is due to the cash on the real estate and buildings that we have this quarter.

[Shawn Harrison:]

Okay. A sale of fixed – or a sale of assets.

[Lior Yahalomi:]

It’s assets.

[Shawn Harrison:]

Okay. Thank you very much.

[Operator:]

Your next question comes from Kevin Kessel.

[Kevin Kessel:]

Great. Thank you very much. Dr. Paul, I just wanted to clarify, when you were saying earlier the palladium charge of $4 million to $5 million was in operations, do you mean that that was part of the 21.6% gross margin that you referenced?

[Gerald Paul:]

Yes, yes.

[Kevin Kessel:]

Okay. And so that’s something that obviously right now appears to be one-time in nature, but it’s obviously difficult to predict.

[Gerald Paul:]

It’s the opposite, because as the costs are now lower, it will come back really, through lower costs.

[Kevin Kessel:]

To benefit. It ran through your pro forma and through your $0.18 pro forma number? Okay. And then in terms of the SG&A, the 112.8, so there was a gain in that number?

[Gerald Paul:]

Yes.

[Kevin Kessel:]

What was that amount?

[Gerald Paul:]

2.5.

[Kevin Kessel:]

And what was a gain for–?

[Gerald Paul:]

This was also from the sale of real estate.

[Kevin Kessel:]

I was under the impression that there was going to be some one-time cost as well that might be in SG&A in the September that were of a legal nature, is that true or not?

[Gerald Paul:]

It’s true. It’s in both directions. This is the outstanding singularity. We have both otherwise. I think –

[Kevin Kessel:]

Do you have both?

[Gerald Paul:]

Yes, both directions, singularities in both directions in the quarter.

[Kevin Kessel:]

I see. But at the end of the day, there was still a net $2.5 million gain.

[Gerald Paul:]

That is true.

[Kevin Kessel:]

Okay. So that’s where the $7 million and (inaudible). Okay. And then in terms of the overall comments that you guys made about October, can you just help give a little bit more context around precisely what you are seeing? Obviously from the prepared remarks and the press release it sounds like things maybe accelerated even further to the downside and in a rather dramatic way. Where you seeing this coming out of any particular industry, any particular business line, even if it was broad where there are certain areas that were more effective than others from what you can tell so far?

[Gerald Paul:]

First of all, October, indeed if you compare the two months, September when things started really, it became obvious to us that things turn down and they turn down quickly, vis-à-vis October, we have to state that October is worse than September. No question. That means book-to-bill is substantially below 1 in October. So we do not have a good October. If you look around geographically, it’s more or less – Asia is the worst, but it goes together. The pattern stays the same, but that I have to say [ph]. If you look, everything is relatively weak except a few exceptions. But the center of the problem for us lies in Asia. It exists in distribution.

[Kevin Kessel:]

Do that imply to Siliconix then?

[Gerald Paul:]

Yes. You have seen – I mentioned that the weak book-to-bill of Siliconix of 0.82 in the quarter, if you remember. Sales were fine, but book-to-bill was not encouraging. And the same is true about the other same results. The passives in principle do better these days than the actives.

[Kevin Kessel:]

I see.

[Gerald Paul:]

Which is not – which is kind of typical in a way.

[Kevin Kessel:]

Right. Will we then trace that to more to computing and consumer? I mean if it’s Asia distribution and Siliconix?

[Gerald Paul:]

Really what is very different for us Europeans in particular at the beginning of this downturn is the weakness of the European automotive industry. Otherwise it’s always the same thing. The computer and telephones are seasonally weak. This is really the normal starting point and distributions. Orders are below their sales. And they really tune down their orders. So this is normal. What is really not so normal is the weakness of the European car industry at the moment.

[Kevin Kessel:]

Okay.

[Felix Zandman:]

We said also that the – in past recessions, active components are first and passive come after. And the recovery, reverse, active come first and then passive after. We have said it several times.

[Gerald Paul:]

Yes, indeed. It is so and it is – this is what I’ve tried to say as the normal part of the downturn, yes. It is so, yes.

[Kevin Kessel:]

Okay. And then in terms of the way you guys look at inventory distribution, I mean the large North American based distributors that also are large in Europe seem to have very well managed lean inventories at the moment. Is that – do you get the same sense there, or are you guys concerned about inventory distribution even outside of that area?

[Gerald Paul:]

I think the swings in Asia are much more drastic, but this is typical. It’s the nature of the beast and of the business I think. It’s really the nature. And Europe and America are not optimistic either, but it’s true what you said that the amplitudes are smaller.

[Kevin Kessel:]

Okay. I got it. And just last question, on the – I guess the overall cost question here, it sounds like you are confident about the gross margin being able to hold relatively flat despite of the decline. It sounds like part of that is going to be cost cutting. The other aspect of that’s just affected like you just mentioned, there was the palladium – palladium write-down in September that should come back to offset?

[Gerald Paul:]

Of course. I mean, it was a hit in quarter three of about $4 million to $5 million, as I said, $4.5 million. And a portion of it, a nice portion of it is going to come back even in the opposite direction in quarter four.

[Kevin Kessel:]

And the rest of it is just normal course restructuring?

[Gerald Paul:]

We have some restructuring underway, which we bears fruit now. So it's a calculation, bottoms up. And this is – you must remember, half of the drop in sales is exchange rate related and – vis-à-vis dollar, vis-à-vis euro doesn’t give us any negative on the bottom line.

[Kevin Kessel:]

Is there an assumption then that you have for euro exchange rate in your guidance like where the dollar versus euro will essentially be for the quarter?

[Gerald Paul:]

(inaudible) today’s exchange rates basically.

[Kevin Kessel:]

I’m sorry, say that again.

[Gerald Paul:]

We compare – this is the basis of the current – the current exchange of euro to the dollar.

[Kevin Kessel:]

Assuming it stays flat?

[Gerald Paul:]

What else can you do? It changes a lot these days also.

[Kevin Kessel:]

Okay, I got it. Okay, great. Thanks so much.

[Operator:]

Your next question comes from Ingrid Aja.

[Ingrid Aja:]

Good morning.

[Gerald Paul:]

Good morning.

[Ingrid Aja:]

I think most of the questions have been asked. But I was going back to business trends, are you seeing any plant shutdowns from customers as you are getting into December that are maybe longer than normal? And are you taking that into your outlook?

[Gerald Paul:]

Yes, sure. I know for sure that quite a few European car makers have extended vacation over Christmas. This is true for Mercedes, BMW and three or four of our customers. Porsche and Conti [ph] will follow, no questions. We do have extended periods of vacation over Christmas date. They have to fight the low orders also. And we are going to follow partially.

[Ingrid Aja:]

Okay. And then I was wondering if you could expand on your assumptions you are making about pricing for your different product lines?

[Gerald Paul:]

Well, in terms of passives, I think we have proven time and time again even in recessions and downturns in the last years that this product line, which in our case is to a large degree specialty products, is not harmed by additional price pressure. It’s harmed by lower volume based on lower economy, but not for prices to a large degree, which is totally different for the actives. On the actives, we are fully exposed and we have to count on accelerated price decline going forward. This is in our thinking that’s included.

[Ingrid Aja:]

Okay. Great. Thank you.

[Operator:]

At this time, there are no further questions. I’m sorry, we do have one more question from Jonathan Kaplan [ph].

[Jonathan Kaplan:]

Hi, gentlemen. I’m on the buy side of the business. I've owned the stock for quite sometime. This is kind of a big picture question. The stock price I think is down to a level that hasn’t seen in about 18 years or so. And based on the success or lack thereof of the acquisition strategy, I find it curious that you are still in the acquisition mode rather than in the mode of harvesting your earnings, cutting costs, and doing the right thing for shareholders. I haven’t seen many things done over the last number of years that are really beneficial for shareholders in a tangible way. If you compare your company to, let’s say, AVX who is much less acquisitive, pays the dividend, repurchases shares and is very careful with their capital spending. Their stock has outperformed yours by a wide margin. So I’m asking, you know, at what point do you say to yourselves that our acquisition strategy is not working and we have to really rethink the way we handle shareholders’ money?

[Felix Zandman:]

Well, I guess, that’s a question for me in a way and for Gerald. We will continue with acquisitions because we believe strongly that acquisitions after restructuring do bring us to a growth. And we will materialize by earnings per share, higher earnings per share. The three small acquisitions, which we made now, really will be generating cash and better profits. It is true that for the future we have to be careful, and we always have been careful. With ten acquisitions we’ve made, we never made a slip-up on that. They have been all positive. Sometime people make acquisitions, they lose money on some. We have been always accretive as of the first quarter. And we will continue to guide that. On the other hand, I agree with you that we must tighten the belt and reduce cost as much as possible. And Gerald, our CEO, is doing that. He will be accelerating doing that in the future. I am – it’s very difficult to be responsible for the market behavior. In terms AVX, which you mentioned as giving a dividend and so on, we have determined many times that paying a dividend is much less for the shareholder, much less beneficial than acquiring a company. I am personally – probably the largest – I am the largest shareholder in Vishay. And every time we look at that, paying dividends doesn’t make sense. I think AVX is doing that, I don’t know though, you should ask them. But it is difficult for a Japanese company. AVX is owned by Japanese. Concerning buying back shares, yes, it is not a best strategy when you have free cash to do that. To borrow money today to acquiring shares, even at those prices, and in view of the interest you have to pay today, if you get any money, is negative. To spend our – we have 400 – we have presently some $350 million in cash, but we have $350 million in debt. At this point, we don’t want to touch it. Cash is so important. We don't know for how long we’ll be going into the recession. And it’s very important for the company to be stable and good. The product lines are okay. And our job is to produce earnings per share, free cash for future growth. And that’s what we are trying to do. If you have any suggestions and so on, please call us and you can state something.

[Jonathan Kaplan:]

I just want to – you just said that repurchasing – borrowing money to repurchase share doesn’t make sense given interest rates and all that. That’s not a fair comparison to what you’ve been doing in terms of the acquisitions, because if you repurchase – let’s say you can earn $0.18 a share over the long-term per quarter, which is $0.72 a share for a year, per annum. You buy the stock here, you guarantee over a 20% return on day one. How can’t you beat that? I mean, I don’t understand the logic behind the fact what you are saying that you need to do acquisitions but you can’t repurchase shares because interest rates are too high or it’s too costly.

[Felix Zandman:]

Now at this point, that's the case. If the interest rate would be very low or if you had free cash much more than we have now, that would make definite sense. If you had more than $350 million cash, which is equal to our debt, so we don’t have any net debt situation. If we had another $300 million or so, I would be very willing to do that definitely, but I don't have it.

[Jonathan Kaplan:]

Then I think it behooves you to stop making acquisitions. It just doesn't – I just don’t see how it –?

[Felix Zandman:]

No, we didn’t acquire anything presently than the three small companies, which are cash positive and will bring very good profits.

[Jonathan Kaplan:]

Okay, thank you.

[Felix Zandman:]

You’re welcome.

[Lior Yahalomi:]

I want to thank everyone for participating in our call. We appreciate the interest in Vishay and we look forward to your continued interest in the future. Thank you.

[Operator:]

This concludes today’s Vishay Intertechnology conference call. You may now disconnect.