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Long-Term Debt | 12 Months Ended
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Dec. 31, 2020
Long-Term Debt [Abstract] |
Long-Term Debt | Note 6 – Long-Term Debt Long-term debt consists of the following:
|  | December 31, 2020 |  |  | December 31, 2019 |
Credit facility |  | $ | - |  |  | $ | - |
Convertible senior notes, due 2025 |  |  | 406,268 |  |  |  | 509,128 |
Convertible senior debentures, due 2040 |  |  | 130 |  |  |  | 126 |
Convertible senior debentures, due 2041 |  |  | - |  |  |  | 6,677 |
Deferred financing costs |  |  | (11,512 | ) |  |  | (16,784 | )
|  |  | 394,886 |  |  |  | 499,147 |
Less current portion |  |  | - |  |  |  | - |
|  | $ | 394,886 |  |  | $ | 499,147 |
Credit Facility The Company maintains a credit agreement with a consortium of banks led by JPMorgan Chase Bank, N.A., as administrative agent, and the lenders (the "Credit Facility"), which provides an aggregate commitment of $750,000 of revolving loans available until June 5, 2024. The Credit Facility also provides for the ability of Vishay to request up to $300,000 of incremental facilities, subject to the satisfaction of certain conditions, which could take the form of additional revolving commitments, incremental “term loan A” or “term loan B” facilities, or incremental equivalent debt. Borrowings under the Credit Facility bear interest at LIBOR plus an interest margin. The applicable interest margin is based on the Company's leverage ratio. Based on the Company's current leverage ratio, borrowings bear interest at LIBOR plus 1.50%. The Company also pays a commitment fee, also based on its leverage ratio, on undrawn amounts. The undrawn commitment fee, based on the Company's current leverage ratio, is 0.25% per annum. The Credit Facility allows an unlimited amount of defined “Investments,” which include certain intercompany transactions and acquisitions, provided the Company's pro forma leverage ratio is equal to or less than 2.75 to 1.00. If the Company's pro forma leverage ratio is greater than 2.75 to 1.00, such Investments are subject to certain limitations. The Credit Facility also allows an unlimited amount of defined "Restricted Payments," which include cash dividends and share repurchases, provided the Company's pro forma leverage ratio is equal to or less than 2.50 to 1.00. If the Company's pro forma leverage ratio is greater than 2.50 to 1.00, the Credit Facility allows such payments up to $100,000 per annum (subject to a cap of $300,000 for the term of the facility, with up to $25,000 of any unused amount of the $100,000 per annum base available for use in the next succeeding calendar year). Borrowings under the Credit Facility are secured by a lien on substantially all assets, including accounts receivable, inventory, machinery and equipment, and general intangibles (but excluding real estate, intellectual property registered or licensed solely for use in, or arising solely under the laws of, any country other than the United States, assets located solely outside of the United States and deposit and securities accounts), of the Company and certain significant subsidiaries located in the United States, and pledges of stock in certain significant domestic and foreign subsidiaries; and are guaranteed by certain significant subsidiaries. The Credit Facility limits or restricts the Company and its subsidiaries, from, among other things, incurring indebtedness, incurring liens on its respective assets, making investments and acquisitions (assuming the Company’s pro forma leverage ratio is greater than 2.75 to 1.00), making asset sales, and paying cash dividends and making other restricted payments (assuming the Company's pro forma leverage ratio is greater than 2.50 to 1.00), and requires the Company to comply with other covenants, including the maintenance of specific financial ratios. The Credit Facility also contains customary events of default, including, but not limited to, failure to pay principal or interest, failure to pay or default under other material debt, material misrepresentation or breach of warranty, violation of certain covenants, a change of control, the commencement of bankruptcy proceedings, the insolvency of the Company or certain of its significant subsidiaries, and the rendering of a judgment in excess of $50,000 against the Company or its subsidiaries. Upon the occurrence of an event of default under the Credit Facility, the Company's obligations under the credit facility may be accelerated and the lending commitments under the credit facility may be terminated. At December 31, 2020 and 2019, there was $748,690 and $747,912, respectively, available under the Credit Facility. Letters of credit totaling $1,310 and $2,088 were outstanding at December 31, 2020 and 2019, respectively. The Credit Facility was entered into on June 5, 2019, and replaced a similar arrangement, which provided up to $640,000 of aggregate commitments. Note 6 – Long-Term Debt (continued) Convertible Debt Instruments The following table summarizes some key facts and terms regarding the outstanding convertible debt instruments as of December 31, 2020:
|  | Due 2025 |  |  | Due 2040 |
Issuance date |  | June 12, 2018 |  |  | November 9, 2010 |
Maturity date |  | June 15, 2025 |  |  | November 15, 2040 |
Principal amount |  | $ | 465,344 |  |  | $ | 300 |
Cash coupon rate (per annum) |  |  | 2.25 | % |  |  | 2.25 | %
Nonconvertible debt borrowing rate at issuance (per annum) |  |  | 5.50 | % |  |  | 8.00 | %
Conversion rate effective December 10, 2020 (per $1 principal amount) |  |  | 31.8836 |  |  |  | 81.8143 |
Effective conversion price effective December 10, 2020 (per share) |  | $ | 31.36 |  |  | $ | 12.22 |
130% of the conversion price (per share) |  | $ | 40.77 |  |  | $ | 15.89 |
Initial call date |  |  | n/a |  |  | November 20, 2020 |
The terms of the fully retired convertible senior debentures due 2041 and due 2042 were generally congruent to the convertible senior debentures due 2040. Vishay was prohibited from redeeming the convertible senior debentures prior to the respective initial call dates. On or after the initial call date and prior to the maturity date, Vishay may redeem for cash all or part of the debentures at a redemption price equal to 100% of the principal amount of the debentures to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, if the last reported sale price of Vishay’s common stock has been at least 150% of the conversion price then in effect for at least 20 trading days during any 30 consecutive trading day period prior to the date on which Vishay provides notice of redemption. On January 5, 2021, Vishay gave notice to the holders of its convertible senior debentures due 2040 that Vishay would redeem the debentures on February 4, 2021. The redemption price was paid in cash and was equal to 100% of the principal amount plus accrued but unpaid interest to, but excluding February 4, 2021. Prior to three months before the maturity date, the holders may convert their convertible senior debentures due 2040 only under the following circumstances: (1) 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 were convertible as of December 31, 2020 and remained convertible until they were redeemed. Prior to December 15, 2024, the holders of the convertible senior notes due 2025 may convert their notes only under the following circumstances: (1) 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. Effective December 23, 2020, the Company exercised a provision in the Indenture governing the convertible senior notes due 2025, as further described below. On January 5, 2021, the trustee of the convertible senior notes due 2025 executed a supplemental indenture dated as of December 23, 2020 (the "Supplemental Indenture"), regarding the notes. The Supplemental Indenture amends the indenture governing the notes dated as of June 12, 2018, to incorporate the Company's election. Pursuant to the Supplemental Indenture, at the direction of its Board of Directors, Vishay has fixed the “Specified Dollar Amount” (as defined in the Indenture) that shall apply to all future conversions of notes at $1 cash per $1 principal amount. The fixing of the Specified Dollar Amount requires Vishay to satisfy its conversion obligations by paying cash with respect to such Specified Dollar Amount. Prior to entering into the Supplemental Indenture, Vishay had the option to settle any convertible senior notes due 2025 presented for conversion by delivering cash, shares of common stock or any combination thereof. At the direction of its Board of Directors, Vishay had always intended, upon conversion, to repay the principal amount of the convertible senior notes due 2025 in cash and settle any additional amounts in common stock. The entry into a Supplemental Indenture codifies this intention and removes Vishay’s option to settle the principal amount of the convertible senior notes due 2025 in shares of common stock upon conversion. The Company intends to early adopt ASU No. 2020-06, effective January 1, 2021. Among other things, ASU No. 2020-06 requires the use of the if-converted method of calculating diluted earnings per share for the convertible notes due 2025. Entering into the Supplemental Indenture will reduce the potential dilutive impact of the convertible senior notes due 2025 for purposes of earnings per share computations versus what would have otherwise been required pursuant to ASU No 2020-06. See more information in Note 1. 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. Vishay must provide additional shares upon conversion if there is a “fundamental change” in the business as defined in the indenture governing the convertible senior notes due 2025. Note 6 – Long-Term Debt (continued) Prior to the adoption of ASU No. 2020-06, 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. Subsequent to the adoption of ASU No. 2020-06, Vishay's convertible debt instruments will not be bifurcated into liability and equity components and non-cash interest will only include amortization of deferred financing costs. The carrying values of the liability and equity components of the convertible debt instruments are reflected in the Company’s accompanying consolidated balance sheets as follows:
|  | Principal amount of the convertible debt |  |  | Unamortized discount |  |  | Carrying value of liability component |  |  | Equity component (including temporary equity) - net carrying value |
December 31, 2020 |  |  |  |  |  |  |  |  |  |  |  |
Convertible senior notes due 2025 |  | $ | 465,344 |  |  |  | (59,076 | ) |  | $ | 406,268 |  |  | $ | 66,127 |
Convertible senior debentures |  | $ | 300 |  |  |  | (170 | ) |  | $ | 130 |  |  | $ | 121 |
Total |  | $ | 465,644 |  |  | $ | (59,246 | ) |  | $ | 406,398 |  |  | $ | 66,248 |
December 31, 2019 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Convertible senior notes due 2025 |  | $ | 600,000 |  |  |  | (90,872 | ) |  | $ | 509,128 |  |  | $ | 85,262 |
Convertible senior debentures |  | $ | 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 under certain other circumstances, beginning ten years subsequent to their issuance. Contingent interest is not currently payable on the convertible senior debentures due 2040. The convertible senior notes due 2025 do not possess contingent interest features. Interest expense related to the convertible debt instruments is reflected on the accompanying consolidated statements of operations for the years ended December 31:
|  | Contractual coupon interest |  |  | Non-cash amortization of debt discount |  |  | Other non-cash interest expense |  |  | Total interest expense related to the debentures |
2020 |  |  |  |  |  |  |  |  |  |  |  |
Convertible senior notes due 2025 |  | $ | 12,097 |  |  |  | 13,118 |  |  |  | 1,623 |  |  | $ | 26,838 |
Convertible senior debentures |  | $ | 88 |  |  |  | 43 |  |  |  | - |  |  | $ | 131 |
Total |  | $ | 12,185 |  |  | $ | 13,161 |  |  | $ | 1,623 |  |  | $ | 26,969 |
2019 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Convertible senior notes due 2025 |  | $ | 13,500 |  |  |  | 13,925 |  |  |  | 1,816 |  |  | $ | 29,241 |
Convertible senior debentures |  | $ | 498 |  |  |  | 221 |  |  |  | (35 | ) |  | $ | 684 |
Total |  | $ | 13,998 |  |  | $ | 14,146 |  |  | $ | 1,781 |  |  | $ | 29,925 |
2018 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Convertible senior notes due 2025 |  | $ | 7,463 |  |  |  | 7,240 |  |  |  | 1,059 |  |  | $ | 15,762 |
Convertible senior debentures |  |  | 8,627 |  |  |  | 3,529 |  |  |  | 254 |  |  |  | 12,410 |
Total |  | $ | 16,090 |  |  | $ | 10,769 |  |  | $ | 1,313 |  |  | $ | 28,172 |
Note 6 – Long-Term Debt (continued) The Company used substantially all of the net proceeds of the 2018 issuance of convertible senior notes due 2025 and cash, including a substantial amount of cash repatriated to the United States (see Note 5) to repurchase $273,690, $116,922, and $147,832 principal amounts of convertible senior debentures due 2040, due 2041, and due 2042, respectively, in 2018. The net carrying value of the debentures repurchased were $111,294, $45,157, and $62,503, respectively. In accordance with the authoritative accounting guidance for convertible debentures, the aggregate repurchase payment of $960,995 was allocated between the liability ($241,706) and equity (including temporary equity, $719,289) components of the convertible debentures, using the Company's nonconvertible debt borrowing rate at the time of the repurchases. As a result, the Company recognized a loss on extinguishment of convertible debentures of $26,583, including the write-off of a portion of unamortized debt issuance costs. The Company used cash to repurchase $1,010, $16,188 and $2,168 principal amounts of convertible senior debentures due 2040, due 2041, and due 2042, respectively, in 2019. The net carrying value of the debentures repurchased were $417, $6,282, and $924, respectively. In accordance with the authoritative accounting guidance for convertible debentures, the aggregate repurchase payment of $27,863 was allocated between the liability ($9,568) and equity (including temporary equity, $18,295) 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 $2,030, including the write-off of a portion of unamortized debt issuance costs. The convertible senior debentures due 2042 have been fully repurchased, and the trustee has confirmed that the Company has satisfied and discharged its obligations under the indenture governing the convertible senior debentures due 2042. The Company used cash to repurchase $134,656 principal amount of convertible senior notes due 2025 in 2020. The net carrying value of the debentures repurchased was $115,978. In accordance with the authoritative accounting guidance for convertible debt, the aggregate repurchase payments of $128,328 were allocated between the liability ($118,587) and equity ($9,741) components of the convertible notes, using the Company's nonconvertible debt borrowing rate at the time of the repurchases. As a result, the Company recognized a loss on extinguishment of convertible notes of $4,600, including the write-off of unamortized debt issuance costs. The Company used cash to repurchase $16,890 principal amount of convertible senior debentures due 2041 in 2020. The net carrying value of the debentures repurchased was $6,715. The aggregate repurchase payment of $23,355 was allocated between the liability ($10,075) and equity ($13,280) 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 $3,473, including the write-off of unamortized debt issuance costs. The convertible senior debentures due 2041 have been fully repurchased, and the trustee has confirmed that the Company has satisfied and discharged its obligations under the indenture governing the convertible senior debentures due 2041. Other Borrowings Information The Credit Facility, of which no amounts were drawn as of December 31, 2020, expires in 2024. The convertible senior notes mature in 2025. At December 31, 2020 and 2019, the Company had committed and uncommitted short-term credit lines with various U.S. and foreign banks aggregating approximately $6,000, with substantially no amounts borrowed. Interest paid was $15,450, $16,177, and $23,859 for the years ended December 31, 2020, 2019, and 2018, respectively. See Note 18 for further discussion on the fair value of the Company’s long-term debt.

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- 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
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