XML 27 R13.htm IDEA: XBRL DOCUMENT
v3.20.2

Long-Term Debt | 6 Months Ended
--- | ---
Jul. 04, 2020
Long-Term Debt [Abstract] |
Long-Term Debt | Note 6 – Long-Term Debt Long-term debt consists of the following:
|  | July 4, 2020 |  |  | December 31, 2019 |
Credit facility |  | $ | - |  |  | $ | - |
Convertible senior notes, due 2025 |  |  | 451,169 |  |  |  | 509,128 |
Convertible senior debentures, due 2040 |  |  | 128 |  |  |  | 126 |
Convertible senior debentures, due 2041 |  |  | 1,058 |  |  |  | 6,677 |
Deferred financing costs |  |  | (13,861 | ) |  |  | (16,784 | )
|  |  | 438,494 |  |  |  | 499,147 |
Less current portion |  |  | - |  |  |  | - |
|  | $ | 438,494 |  |  | $ | 499,147 |
The following table summarizes some key facts and terms regarding the outstanding convertible debt instruments as of July 4, 2020:
|  | Convertible Senior Notes Due 2025 |  |  | Convertible Senior Debentures Due 2040 |  |  | Convertible Senior Debentures Due 2041 |
Issuance date |  | June 12, 2018 |  |  | November 9, 2010 |  |  | May 13, 2011 |
Maturity date |  | June 15, 2025 |  |  | November 15, 2040 |  |  | May 15, 2041 |
Principal amount as of July 4, 2020 |  | $ | 524,230 |  |  | $ | 300 |  |  | $ | 2,640 |
Cash coupon rate (per annum) |  |  | 2.25 | % |  |  | 2.25 | % |  |  | 2.25 | %
Nonconvertible debt borrowing rate at issuance (per annum) |  |  | 5.50 | % |  |  | 8.00 | % |  |  | 8.375 | %
Conversion rate effective June 11, 2020 (per $1 principal amount) |  |  | 31.8470 |  |  |  | 80.9286 |  |  |  | 59.0575 |
Effective conversion price effective June 11, 2020 (per share) |  | $ | 31.40 |  |  | $ | 12.36 |  |  | $ | 16.93 |
130% of the conversion price (per share) |  | $ | 40.82 |  |  | $ | 16.07 |  |  | $ | 22.01 |
Call date |  |  | n/a |  |  | November 20, 2020 |  |  | May 20, 2021 |
The terms of the convertible senior debentures due 2040 and due 2041 are generally congruent. Prior to three months before the maturity date, the holders may convert their convertible senior debentures due 2040 and due 2041 only under the following circumstances: (1) during any fiscal quarter after the first full quarter subsequent to issuance, if the sale price of Vishay common stock reaches 130% of the conversion price for a specified period; (2) the trading price of the debentures falls below 98% of the product of the sale price of Vishay's common stock and the conversion rate for a specified period; (3) Vishay calls any or all of the debentures for redemption, at any time prior to the close of business on the third scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. The convertible senior debentures due 2040 and due 2041 are not currently convertible. Prior to December 15, 2024, the holders of the convertible senior notes due 2025 may convert their notes only under the following circumstances: (1) during any fiscal quarter after the fiscal quarter ending September 29, 2018, if the sale price of Vishay common stock reaches 130% of the conversion price for a specified period; (2) the trading price of the notes falls below 98% of the product of the sale price of Vishay's common stock and the conversion rate for a specified period; or (3) upon the occurrence of specified corporate transactions. The convertible senior notes due 2025 are not currently convertible. The quarterly cash dividend program of the Company results in adjustments to the conversion rate and effective conversion price for the convertible debt instruments effective as of the ex-dividend date of each cash dividend. The conversion rate and effective conversion price for the convertible senior notes due 2025 is adjusted for quarterly cash dividends to the extent such dividends exceed $0.085 per share of common stock. GAAP requires an issuer to separately account for the liability and equity components of the instrument in a manner that reflects the issuer’s nonconvertible debt borrowing rate when interest costs are recognized in subsequent periods. The resulting discount on the debt is amortized as non-cash interest expense in future periods. The carrying values of the liability and equity components of the convertible debt instruments are reflected in the Company’s consolidated condensed balance sheets as follows:
|  | Principal amount of the debt instruments |  |  | Unamortized discount |  |  | Carrying value of liability component |  |  | Equity component (including temporary equity) -net carrying value |
July 4, 2020 |  |  |  |  |  |  |  |  |  |  |  |
Convertible senior notes due 2025 |  | $ | 524,230 |  |  |  | (73,061 | ) |  | $ | 451,169 |  |  | $ | 74,495 |
Convertible senior debentures due 2040 and due 2041 |  | $ | 2,940 |  |  |  | (1,754 | ) |  | $ | 1,186 |  |  | $ | 1,216 |
Total |  | $ | 527,170 |  |  | $ | (74,815 | ) |  | $ | 452,355 |  |  | $ | 75,711 |
December 31, 2019 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Convertible senior notes due 2025 |  | $ | 600,000 |  |  |  | (90,872 | ) |  | $ | 509,128 |  |  | $ | 85,262 |
Convertible senior debentures due 2040 and due 2041 |  | $ | 17,190 |  |  |  | (10,387 | ) |  | $ | 6,803 |  |  | $ | 7,129 |
Total |  | $ | 617,190 |  |  | $ | (101,259 | ) |  | $ | 515,931 |  |  | $ | 92,391 |
Interest is payable on the convertible debt instruments semi-annually at the cash coupon rate; however, the remaining debt discount is being amortized as additional non-cash interest expense using an effective annual interest rate equal to the Company’s estimated nonconvertible debt borrowing rate at the time of issuance. In addition to ordinary interest, contingent interest will accrue in certain circumstances relating to the trading price of the convertible senior debentures due 2040 and due 2041 and under certain other circumstances, beginning in 2020 and 2021, respectively. The convertible senior notes due 2025 do not possess contingent interest features. Interest expense related to the convertible debt instruments is reflected on the consolidated condensed statements of operations for the fiscal quarters ended:
|  | Contractual coupon interest |  |  | Non-cash amortization of debt discount |  |  | Other non-cash interest expense |  |  | Total interest expense related to the debt instruments |
July 4, 2020 |  |  |  |  |  |  |  |  |  |  |  |
Convertible senior notes due 2025 |  | $ | 3,266 |  |  |  | 3,479 |  |  |  | 435 |  |  | $ | 7,180 |
Convertible senior debentures |  | $ | 16 |  |  |  | 9 |  |  |  | - |  |  | $ | 25 |
Total |  | $ | 3,282 |  |  | $ | 3,488 |  |  | $ | 435 |  |  | $ | 7,205 |
June 29, 2019 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Convertible senior notes due 2025 |  | $ | 3,375 |  |  |  | 3,442 |  |  |  | 454 |  |  | $ | 7,271 |
Convertible senior debentures |  | $ | 119 |  |  |  | 53 |  |  |  | (2 | ) |  | $ | 170 |
Total |  | $ | 3,494 |  |  | $ | 3,495 |  |  | $ | 452 |  |  | $ | 7,441 |
Interest expense related to the convertible debt instruments is reflected on the consolidated condensed statements of operations for the six fiscal months ended:
|  | Contractual coupon interest |  |  | Non-cash amortization of debt discount |  |  | Other non-cash interest expense |  |  | Total interest expense related to the debt instruments |
July 4, 2020 |  |  |  |  |  |  |  |  |  |  |  |
Convertible senior notes due 2025 |  | $ | 6,641 |  |  |  | 7,096 |  |  |  | 889 |  |  | $ | 14,626 |
Convertible senior debentures |  | $ | 60 |  |  |  | 29 |  |  |  | - |  |  | $ | 89 |
Total |  | $ | 6,701 |  |  | $ | 7,125 |  |  | $ | 889 |  |  | $ | 14,715 |
June 29, 2019 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Convertible senior notes due 2025 |  | $ | 6,750 |  |  |  | 6,868 |  |  |  | 908 |  |  | $ | 14,526 |
Convertible senior debentures |  | $ | 267 |  |  |  | 117 |  |  |  | (18 | ) |  | $ | 366 |
Total |  | $ | 7,017 |  |  | $ | 6,985 |  |  | $ | 890 |  |  | $ | 14,892 |
Other non-cash interest expense includes amortization of deferred financing costs and changes in the value of embedded derivative liabilities. The Company used cash to repurchase $75,770 principal amount of convertible senior notes due 2025 in the second fiscal quarter of 2020. The net carrying value of the debentures repurchased was $65,056. In accordance with the authoritative accounting guidance for convertible debt, the aggregate repurchase payment of $70,676 was allocated between the liability ($65,056) and equity ($5,620) components of the convertible notes, using the Company's nonconvertible debt borrowing rate at the time of the repurchase. As a result, the Company recognized a loss on extinguishment of convertible notes of $1,146, including the write-off of unamortized debt issuance costs in the second fiscal quarter of 2020. The Company used cash to repurchase $14,250 principal amount of convertible senior debentures due 2041 in the first fiscal quarter of 2020. The net carrying value of the debentures repurchased was $5,645. The aggregate repurchase payment of $19,849 was allocated between the liability ($8,452) and equity ($11,397) components of the convertible debentures, using the Company's nonconvertible debt borrowing rate at the time of the repurchase. As a result, the Company recognized a loss on extinguishment of convertible debentures of $2,920, including the write-off of unamortized debt issuance costs in the first fiscal quarter of 2020.

X
- References No definition available. + Details
Name: | us-gaap_DebtDisclosureAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -URI http://asc.fasb.org/topic&trid=2208564 + Details
Name: | us-gaap_DebtDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration