-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VQXeWLsN5oV1Z9ABvwoEnBaQxHXnzKjRGqyVr0FEztb76hbGAcCScTCy4vtWneC1 UZD3BZxaqm+zOZGXRVPfVQ== 0001104659-03-016322.txt : 20030731 0001104659-03-016322.hdr.sgml : 20030731 20030731170140 ACCESSION NUMBER: 0001104659-03-016322 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030731 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030731 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL RECTIFIER CORP /DE/ CENTRAL INDEX KEY: 0000316793 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 951528961 STATE OF INCORPORATION: DE FISCAL YEAR END: 0629 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07935 FILM NUMBER: 03815338 BUSINESS ADDRESS: STREET 1: 233 KANSAS ST CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 3107268000 8-K 1 a03-1711_18k.htm 8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported) July 31, 2003

 

INTERNATIONAL RECTIFIER CORPORATION

(Exact name of registrant as specified in charter)

 

Delaware

 

1-7935

 

95-1528961

(State or Other Jurisdiction of Incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

233 KANSAS STREET, EL SEGUNDO, CALIFORNIA 90245

(Address of principal executive offices)

 

(310) 726-8000

(Registrant’s telephone number, including area code)

 

No Change

(Former name or former address, if changed since last report)

 

 



 

Item 9. Regulation FD Disclosure

 

       This information is being provided under new Item 12 of Form 8-K, “Results of Operations and Financial Condition,” pursuant to interim guidance provided by the Securities and Exchange Commission.

 

       On July 31, 2003, International Rectifier Corporation issued a press release setting forth its results for its fiscal quarter ending June 30, 2003. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

Exhibit Index

 

       99.1    Press Release, dated July 31, 2003, issued by International Rectifier Corporation.

 

 

2



 

SIGNATURES

 

       Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

INTERNATIONAL RECTIFIER CORPORATION

 

 

Date: July 31, 2003

By:

/s/   DONALD R. DANCER

 

 

 

Name:

Donald R. Dancer

 

 

Title:

Secretary and General Counsel

 

 

3


EX-99.1 3 a03-1711_1ex991.htm EX-99.1

Exhibit 99.1

 

INTERNATIONAL RECTIFIER REPORTS

FISCAL FOURTH QUARTER RESULTS

 

Design Wins Drive Orders Up 7 Percent Sequentially

With Margins Exceeding Guidance

 

EL SEGUNDO, Calif. – July 31, 2003 – For the fiscal fourth quarter, International Rectifier Corporation (NYSE: IRF) today reported pro forma net income of $15.4 million (or $0.24 per share), which excludes charges related to previously-announced severance and restructuring activities, on revenues of $228.4 million, compared to net income of $16.1 million (or $0.25 per share) on revenues of $201.0 million in the prior-year quarter.  Including the above charges of $3.8 million, IR reported a net income of $13.2 million (or $0.20 per share) for the fiscal fourth quarter.

 

Revenues were at the upper end of guidance, increasing more than 6 percent sequentially and 13 percent year-over-year.  IR’s proprietary products (analog ICs, power systems, and advanced-circuit devices) led with 10 percent growth over the prior quarter and 32 percent growth over the prior year.  Proprietary products accounted for 58 percent of customer sales, up from 56 percent in the prior quarter and 50 percent a year earlier.

 

Shipments grew in all markets led by defense, up 16 percent from the previous quarter and 31 percent from the prior-year quarter.  Shipments into the consumer market rose 12 percent sequentially and 16 percent year over year.  Revenues from PCs increased 10 percent from the March quarter and 37 percent from the year ago quarter.

 

Revenues from sales to original equipment manufacturers (OEMs) advanced 7 percent sequentially and 30 percent year-over-year.  IR shipments to distributors

 

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increased more than 5 percent sequentially and were down 11 percent from the prior-year quarter.

 

Bookings were strong, increasing 7 percent sequentially and 21 percent year-over-year, led by growth of proprietary products which were up 20 percent sequentially and 44 percent from the prior year.   Automotive orders surged 20 percent from the previous quarter and were up 38 percent for the last half of the fiscal year versus a year ago.  Information technology bookings increased 11 percent sequentially and 50 percent year-on-year, reflecting continued content expansion and share gain fueled by the introduction of Intel’s CentrinoÔ and Pentium MÔ based products.  Bookings for defense and industrial held steady while the consumer market reflected a seasonal slowdown.

 

Fiscal fourth quarter gross margin expanded 130 basis points from the preceding quarter to 34.8 percent, ahead of previous guidance.  The improvement resulted from a richer mix of proprietary products shipped in the quarter and planned cost reductions.  Gross margin on incremental product sales exceeded 56 percent, better than expected, due to greater sales of IR’s analog ICs.

 

IR generated $63 million cash from operations during the quarter.  At year-end, the Company had $721 million in cash and cash investments compared to $687 million at the end of March quarter.

 

Chief Executive Officer Alex Lidow commented, “We continue to realize ever-increasing customer interest in our wide-ranging proprietary product portfolio and benefit from a steady stream of important design wins in our target markets.  This past quarter, we were particularly pleased with the traction in new auto programs resulting in orders up 20 percent ahead of last quarter.  Also, we’re continuing to see strong orders in IT, in large

 

2



 

part the result of content expansion from Centrino and other advanced processor platforms.”

 

In the fourth quarter, IR won significant new business in target markets:

 

                  Proprietary products including XPhaseÔ, DirectFETÔ, and iPOWIRÔ took leading positions in new designs with the top five PC and server companies as well as the top two communications networking companies.  IR captured eight new design wins in Springdale desktop platforms and 11 design wins in Centrino and Pentium M solutions where content is significantly higher than previous-generation notebook computers.  ATI and NVIDIA both chose IR analog ICs and advanced circuit devices for their next-generation graphics cards.

                  Power systems and advanced circuit devices were selected in 16 new defense programs for F-35 Joint Strike Fighter aircraft, advanced satellites, electronic flight control systems, and smart missiles for such customers as General Dynamics, Lockheed-Martin, Boeing, BAE Systems, NASA, Raytheon, and Northrup-Grumman.

                  Analog ICs and advanced circuit devices from IR were selected for upcoming Daimler-Chrysler, Nissan, Toyota, GM, Volkswagen, and BMW vehicles to power electronic suspension, electronic valve control, direct fuel injection systems, new engine preheat systems, and advanced braking systems.

                  IR analog ICs were selected for next-generation General Electric appliances and Maytag washers as well as Toshiba-Carrier and Sanyo air conditioners.

                  Samsung, Sony, Sharp, and LG chose proprietary analog ICs and advanced-circuit devices from IR to power their new plasma and high definition TV displays.

 

Alex Lidow noted, “Our richer proprietary product mix and cost efficiencies pushed our product gross margins up 170 basis points.  For the quarter ending September, IR expects revenues to grow about 3 percent sequentially plus or minus three points.

 

3



 

We expect our revenues to continue to outpace the industry in Fiscal 2004 with margins expanding about 100 basis points each quarter.”

 

For the fiscal year just ended, pro forma net income was $48.5 million (or $0.75 per share) on revenues of $864.4 million, compared to prior-year net income of $48.7 million (or $0.75 per share) on revenues of $720.2 million. Including restructuring charges, IR reported a net loss of $89.6 million (or $1.40 per share) for the fiscal year.

 

In addition to disclosing results that are determined in accordance with Generally Accepted Accounting Principles (GAAP), IR also discloses pro forma or non-GAAP results of operations that exclude costs related to restructuring activities. IR discloses such pro forma information in order to reflect underlying operating performance and to permit shareholders and other readers to better assess the company’s operating results.

 

The following reconciles current period reported net income and net income per common share to pro forma net income and net income per common share ($ in thousands, except per share data):

 

 

 

For the Fiscal
Quarter Ended
June 30, 2003

 

Reported net income

 

$

13,238

 

Costs from restructuring activities (net of tax benefit)

 

2,157

 

Pro forma net income

 

$

15,395

 

 

 

 

 

Reported net income per common share, basic

 

$

0.21

 

Costs from restructuring activities (net of tax benefit)

 

.04

 

Pro forma net income per common share, basic

 

$

0.25

 

 

 

 

 

Reported net income per common share, diluted

 

$

0.20

 

Costs from restructuring activities (net of tax benefit)

 

.04

 

Pro forma net income per common share, diluted

 

$

0.24

 

 

4



 

 

 

For the Fiscal
Year Ended
June 30, 2003

 

Reported net loss

 

$

(89,639

)

Costs from restructuring activities (net of tax benefit)

 

138,168

 

Pro forma net income

 

$

48,529

 

 

 

 

 

Reported net loss per common share, basic

 

$

(1.40

)

Costs from restructuring activities (net of tax benefit)

 

2.16

 

Pro forma net income per common share, basic

 

$

0.76

 

 

 

 

 

Reported net loss per common share, diluted

 

$

(1.40

)

Effect of dilutive securities

 

(0.01

)

Costs from restructuring activities (net of tax benefit)

 

2.16

 

Pro forma net income per common share, diluted

 

$

0.75

 

 

International Rectifier is a world leader in power management technology that improves functionality, speed, compactness, and portability in information technology and other end products.  IR’s analog ICs, advanced-circuit devices, power systems, and components enable Internet hardware to gain speed and reliability, allow portable electronics to run longer off a single charge, improve automotive fuel efficiency, and cut energy consumption in home appliances and industrial motors.  The company is the pioneer and market leader in the $4 billion power MOSFET industry, and over 20 companies are licensed under its power MOSFET patents.  IR serves market leaders around the world, and more than half its revenues come from outside the United States.

 

The foregoing material includes some forward-looking statements made pursuant to safe harbor provisions of the Private Securities Litigation Reform Act of 1995. We caution that such statements are subject to a number of uncertainties, and actual results may differ materially. Factors that could affect the company’s actual results include

 

5



 

greater than expected costs of implementing company restructuring plans; changes in assumptions or events that adversely affect the timing and realization of anticipated cost savings from restructuring plans and the amount of anticipated charges; the failure of market demand to materialize as anticipated; the effectiveness of cost controls and cost reductions; pricing pressures; litigation and other unexpected costs associated with cost-reduction efforts, including reductions in force and the transfer and consolidation of product lines and equipment (including, without limitation, those associated with the company’s restructuring initiatives); product claims, returns and recalls; introduction, acceptance, availability, and continued demand and growth of new and high-performance products; delays in transferring and ramping production lines or completing customer qualifications (including, without limitation, those associated with the company’s restructuring initiatives); company and market impact due to the cancellation or delays in customer and/or industry programs and/or orders; unfavorable changes in industry and competitive conditions; economic conditions in the company’s markets around the world and the timing of changes in market conditions; the company’s mix of product shipments; the success of working capital management programs; failure of suppliers and subcontractors to meet their delivery commitments; changes in interest and investment rates; impacts on our business or financial condition due to changes in currency valuation; impact of changes in accounting methods; the impact of changes in laws and regulations, including tax, trade and export regulations and policies; the actual results of any outstanding patent and other litigation; impacts on our royalties from patent licensee redesign or change in product mix to non-infringing devices; and other uncertainties disclosed in the company’s reports filed with the Securities and Exchange Commission, including its most recent

 

6



 

reports on Form 10-K and 10Q. To the foregoing factors should be added the financial and other disruptive effects of terrorist actions.

 

NOTE: A conference call will begin today at 5:15 p.m. Eastern time (2:15 p.m. Pacific time). Participants can join the call by dialing 212.346.6380 or by logging onto the Internet at http://www.irf.com, http://www.vcall.com, or http://www.streetevents.com at least 15 minutes ahead of the start time. A replay of the call will be available from 7:30 p.m. Eastern time (4:30 p.m. Pacific time) on Thursday, July 31, 2003 until 7:15 p.m. Eastern time (4:15 p.m. Pacific time) on Tuesday, August 5, 2003.  To hear the replay, call 800.633.8284 (for international callers 402.977.9140) and use reservation number 21154895, or use the websites listed above.

 

Company contact: Steve Harrison, 310.252.7731.

Website:  http://www.irf.com

 

Centrino, Pentium M are trademarks of Intel Corporation.

XPhase, DirectFET, and iPOWIR are trademarks of International Rectifier.

 

7



 

International Rectifier Corporation and Subsidiaries

Consolidated Statement of Operations

(In thousands except per share amounts)

 

 

 

(Unaudited)

 

 

 

 

 

 

 

Three Months Ended
June 30

 

Twelve Months Ended
June 30

 

 

 

2003

 

2002

 

2003

 

2002

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

228,370

 

$

201,017

 

$

864,443

 

$

720,229

 

Cost of sales

 

148,803

 

127,297

 

576,633

 

463,370

 

Gross profit

 

79,567

 

73,720

 

287,810

 

256,859

 

 

 

 

 

 

 

 

 

 

 

Selling and administrative expense

 

37,253

 

33,135

 

146,337

 

125,578

 

Research and development expense

 

21,233

 

19,252

 

78,904

 

69,775

 

Amortization of acquisition-related intangibles

 

1,368

 

1,206

 

5,364

 

4,110

 

Impairment of assets, restructuring and severance charges

 

3,847

 

 

184,052

 

 

Operating profit (loss)

 

15,866

 

20,127

 

(126,847

)

57,396

 

 

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

 

 

Interest, net

 

757

 

1,191

 

671

 

6,499

 

Other, net

 

(214

)

466

 

(22

)

1,916

 

Income (Loss) before income taxes

 

16,409

 

21,784

 

(126,198

)

65,811

 

 

 

 

 

 

 

 

 

 

 

Provision for (benefit from) income taxes

 

3,171

 

5,664

 

(36,559

)

17,111

 

Net income (loss)

 

$

13,238

 

$

16,120

 

$

(89,639

)

$

48,700

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per common share

 

 

 

 

 

 

 

 

 

Basic

 

$

0.21

 

$

0.25

 

$

(1.40

)

$

0.77

 

Diluted

 

$

0.20

 

$

0.25

 

$

(1.40

)

$

0.75

 

 

 

 

 

 

 

 

 

 

 

Average common shares outstanding – basic

 

64,165

 

63,583

 

63,982

 

63,390

 

Average common shares and potentially dilutive securities outstanding – diluted

 

65,385

 

65,757

 

63,982

 

65,271

 

 

8



 

International Rectifier Corporation and Subsidiaries

Condensed Consolidated Balance Sheet

(In thousands)

 

 

 

June 30
2003

 

June 30
2002

 

Assets

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash, cash equivalents and cash investments

 

$

492,472

 

$

335,774

 

Trade accounts receivable

 

138,097

 

150,959

 

Inventories, net

 

173,577

 

178,368

 

Deferred income taxes

 

32,211

 

23,027

 

Prepaid expenses and other receivables

 

38,482

 

41,126

 

 

 

 

 

 

 

Total current assets

 

874,839

 

729,254

 

 

 

 

 

 

 

Long-term cash investments

 

229,020

 

335,538

 

 

 

 

 

 

 

Property, plant and equipment, net

 

346,557

 

472,275

 

 

 

 

 

 

 

Other assets

 

371,436

 

276,115

 

 

 

 

 

 

 

Total assets

 

$

1,821,852

 

$

1,813,182

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Bank loans

 

$

17,121

 

$

16,987

 

Long-term debt, due within one year

 

1,183

 

1,224

 

Accounts payable

 

86,911

 

69,750

 

Accrued salaries, wages and commissions

 

28,951

 

25,696

 

Other accrued expenses

 

77,567

 

56,610

 

 

 

 

 

 

 

Total current liabilities

 

211,733

 

170,267

 

 

 

 

 

 

 

Long-term debt, less current maturities

 

579,379

 

566,841

 

Other long-term liabilities

 

14,208

 

13,336

 

Deferred income taxes

 

4,293

 

4,093

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Common stock

 

64,185

 

63,699

 

Capital contributed in excess of par value of shares

 

699,447

 

691,295

 

Retained earnings

 

207,915

 

297,554

 

Accumulated other comprehensive income

 

40,692

 

6,097

 

Total stockholders’ equity

 

1,012,239

 

1,058,645

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

1,821,852

 

$

1,813,182

 

 

9


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