-----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, R/zKJVRWc4g4eyxWk6tAUDWzAkjey5/tRphqMRT+riC0z6giwHS96ibaDeutMwBk +HM00+AlxErn07012hzI+Q== 0001104659-04-002127.txt : 20040129 0001104659-04-002127.hdr.sgml : 20040129 20040129170047 ACCESSION NUMBER: 0001104659-04-002127 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040129 ITEM INFORMATION: FILED AS OF DATE: 20040129 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: 04553159 BUSINESS ADDRESS: STREET 1: 233 KANSAS ST CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 3107268000 8-K 1 a04-1718_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) January 29, 2004

 

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 12. Results of Operations and Financial Condition

 

       On January 29, 2004, International Rectifier Corporation issued a press release setting forth its results for its fiscal quarter ending December 31, 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 January 29, 2004, 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: January 29, 2004

By:

/s/   DONALD R. DANCER

 

 

 

Name:

Donald R. Dancer

 

 

Title:

Secretary and General Counsel

 

 

3


EX-99.1 3 a04-1718_1ex99d1.htm EX-99.1

Exhibit 99.1

 

INTERNATIONAL RECTIFIER REPORTS

FISCAL SECOND QUARTER RESULTS

 

Orders Rose 14 Percent Quarter On Quarter and 39 Percent Year On Year

 

EL SEGUNDO, Calif., January 29, 2004 — For the December quarter, International Rectifier Corporation (NYSE: IRF) today reported pro forma net income of $24.6 million (or $0.36 per share), which excludes charges for ongoing severance and restructuring activities previously announced in December 2002, on revenues of $252.3 million, compared to pro forma net income of $19.8 million (or $0.30 per share) on revenues of $234.1 million from the September quarter.  For the December quarter, IR reported net income of $16.9 million (or $0.25 per share), compared to net income of $16.7 million (or $0.25 per share) in the September quarter.  Net income in the December quarter included pretax charges of $10.1 million compared to $4.0 million in the September quarter.  For the prior year quarter ended December 2002, pro forma net income was $10.1 million (or $0.16 per share) on revenues of $209.5 million.  Net loss was ($121.3) million or ($1.90) per share in that quarter with $179.8 million in pretax charges.

 

Revenues increased 8 percent from the September quarter and 20 percent over the prior year quarter.  Orders rose 14 percent from the September quarter and 39 percent from the prior year quarter.  Bookings in information technology were up 17 percent in the December quarter reflecting IR’s continuing success in Intel’s CentrinoÔ and Pentium® M platforms.  On a product line basis, IR’s high performance analog ICs in information technology grew 18 percent over the September quarter.  Bookings for the consumer market grew, increasing 17 percent from the September quarter led by growth in digital TV, recordable DVDs, portable digital music players, and smart appliances.

 

1



 

IR shipments to distributors increased 12 percent from the September quarter and represented 30 percent of revenues versus 33 percent a year ago.  Distributor shipments to their customers are rebounding with average leadtimes now at 8 to 15 weeks, stretching 2 to 5 weeks from the September quarter.   Pricing was down less than one percent, in the December quarter, and is expected to increase over the next couple quarters.

 

IR’s markets continued to show encouraging signs of a long-term recovery worldwide, with orders up significantly in all regions.   Bookings in the Asia Pacific region remained the strongest, showing quarter on quarter growth of 18 percent, followed by Japan and Europe, up 15 percent and 13 percent respectively.

 

This quarter, IR received its largest automotive production program to date for a next generation electric steering program.  The program is valued at approximately $100 million and was awarded by one of the top three global steering manufacturers.  Additionally, the company is now ramping proprietary product shipments for its first integrated starter alternator program.

 

Royalties in the December quarter were $10.6 million, an increase of approximately $1 million from the September quarter.  In January 2004, IR announced that the company and Hitachi, Ltd. and Renesas Technology Corp. have settled all outstanding litigation in the United States and Japan between the companies.  IR expects to record a one-time pretax gain of approximately $8 million in the March 2004 quarter as a result of the settlement. The agreement also provides for a cross-license agreement between IR and Hitachi/Renesas.

 

December quarter gross margin expanded 170 basis points from the September quarter to 37.6 percent, exceeding previous guidance. Gross margin on incremental sales

 

2



 

exceeded expectations at 57 percent. The better than expected margin improvement resulted primarily from a richer mix of proprietary products and cost savings.

 

Chief Executive Officer Alex Lidow stated, “In addition to our strong order growth in every region, we secured over $120 million in design wins in the December quarter, a pattern that has been consistently building for some time.  In fact, design wins for IR’s high-performance analog ICs more than doubled from the September quarter, reaching record levels.  In addition, our opportunities to cross-sell our components with proprietary products are increasing with the economic recovery.”

 

During the December quarter, IR continued to strengthen its position in target markets with significant new business demonstrating the value of its proprietary products:

 

                  IR’s ICs and advanced circuits for information technology — like XPhaseÔ, DirectFETÔ, DCBus™ and iPOWIRÔ  — won leading positions at the top three communications networking companies, four of the top PC and server companies and with the two leading makers of graphics cards.  IR secured design wins in networking hubs, routers and servers.  IR captured four new designs in Centrino and Pentium M notebooks, six new Prescott-based Springdale and Grantsdale platform desktops, and 18 new designs in the next-generation servers like Intel’s upcoming Nocona/Lindenhurst platform.  Across all of the new platforms, IR’s value and unit content is significantly higher than in previous generations.

 

                  In consumer electronics, Samsung, NEC, Pioneer, Fujitsu, Matsushita and Sony chose high performance proprietary analog ICs and advanced circuit devices from IR to power their digital PDP, LCD and DLP television technologies, while a

 

3



 

leading manufacturer of portable digital music players chose IR to extend battery life for its products.

 

                  IR analog ICs continued to ramp in next-generation appliances from General Electric, Maytag, Sanyo, and Haier, China’s leading producer.

 

                  IR was selected for upcoming Bosch and Siemens programs and for BMW, Volkswagen, Audi, and Daimler-Chrysler vehicles for smart alternators and to power engine cooling systems, active suspension, electric fan control, new engine preheat systems, and direct diesel fuel injection systems.

 

                  Power systems and advanced circuit devices are ramping in new defense programs for F-35 Joint Strike Fighter aircraft, advanced satellites, and smart missiles for such customers as Lockheed-Martin, Loral, PerkinElmer, Boeing, Raytheon, and Northrop-Grumman.

 

Outlook

 

Alex Lidow noted, “Orders continue to ramp and backlog coverage is now over 90 percent.  For the March quarter, IR expects revenues to grow about 5 percent plus or minus a couple points over the December quarter.  We expect our overall gross margins to improve by about 170 to 200 basis points, and we expect to end the fiscal year approaching all-time record levels.  Opportunities to continue to outperform in this industry in the latest upturn appear better than ever. Pacesetting design wins from a host of leading companies in key target markets are converting rapidly into major upside revenue potential stretching out for several years.  We are particularly excited to see the return of telecom and networking where we saw sequential revenue growth of 15 percent and 49 percent from a year ago, signaling a resumption of significant opportunity.”

 

4



 

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 both pro forma and actual results of operations in order to allow the users of its financial statements to assess the Company’s operating results with and without charges associated with the Company’s ongoing restructuring initiatives previously announced in December 2002.  In connection with these activities, among other things, the Company is de-emphasizing its commodity business and accelerating the move to its proprietary products.  The Company expects to record severance and restructuring charges as incurred in accordance with SFAS 146, “Accounting for the Costs Associated with Exit or Disposal Activities”, through approximately calendar year-end 2004.

 

The following reconciles reported net income and earnings per share to pro forma net income and earnings per share for the fiscal quarters ended December 31, 2003, September 30, 2003 and December 31, 2002:

 

 

 

December 31,
2003

 

September 30,
2003

 

December 31,
2002

 

Reported net income (loss)

 

$

16,888

 

$

16,731

 

$

(121,298

)

Costs from restructuring activities (net of tax benefit)

 

7,668

 

3,062

 

131,348

 

Pro forma net income

 

$

24,556

 

$

19,793

 

$

10,050

 

 

 

 

 

 

 

 

 

Reported net income (loss) per common share, basic

 

$

0.26

 

$

0.26

 

$

(1.90

)

Costs from restructuring activities (net of tax benefit)

 

.12

 

.05

 

2.06

 

Pro forma net income per common share, basic

 

$

0.38

 

$

0.31

 

$

0.16

 

 

 

 

 

 

 

 

 

Reported net income (loss) per common share, diluted

 

$

0.25

 

$

0.25

 

$

(1.90

)

Costs from restructuring activities (net of tax benefit)

 

.12

 

.05

 

2.06

 

Effect of dilutive securities

 

(.01

)

 

 

Pro forma net income per common share, diluted

 

$

0.36

 

$

0.30

 

$

0.16

 

 

International Rectifier (NYSE:IRF) is a world leader in power management technology.  IR’s analog and mixed signal ICs, advanced circuit devices, integrated power systems and components enable high performance computing and reduce energy waste in motors, the world’s single largest consumer of electricity.  Leading manufacturers of computers, energy efficient appliances, lighting, automobiles, satellites, aircraft, and

 

5



 

defense systems rely on IR’s power management benchmarks to power their next generation products. For more information, go to www.irf.com.

 

The foregoing material includes some “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995.  The materials presented can be identified by the use of forward-looking terminology such as “anticipate”, “believe”, “estimate”, “may”, “should”, “will”, or “expects” or the negative or variations thereof, whether set out in the text of documents or in graphs.  Such forward-looking statements are subject to a number of uncertainties and risks, and actual results may differ materially from those projected.  Factors that could affect the company’s actual results include 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; unexpected costs associated with cost-reduction efforts, including reductions in force and the transfer, discontinuance, divestiture or consolidation of product lines and equipment (including, without limitation, those associated with the company’s restructuring initiatives); product claims, investigations, 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 initiation of or actual results of any outstanding patent and other litigation, whether asserted by or against us; impacts on our

 

6



 

royalties from patent licensee redesign, a decline in sales by licensees, 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 reports on Form 10-K and 10-Q.  Additionally, to the foregoing factors should be added the financial and other ramifications 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 212.346.7499 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, January 29 until midnight Eastern time (9:00 p.m. Pacific time) on Tuesday, February 3.  To hear the replay, call 800.633.8284 (for international callers 402.977.9140) and use reservation number 21180210, or use the websites listed above.

 

Company contact: Steve Harrison, 310.252.7731.

Website:  http://www.irf.com

 

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

Centrino, Pentium are trademarks of Intel Corporation.

 

7



 

International Rectifier Corporation and Subsidiaries

Unaudited Consolidated Statement of Operations

(In thousands except per share amounts)

 

 

 

Three Months Ended
December 31

 

Six Months Ended
December 31

 

 

 

2003

 

2002

 

2003

 

2002

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

252,314

 

$

209,535

 

$

486,443

 

$

421,696

 

Cost of sales

 

157,431

 

147,438

 

307,416

 

285,324

 

Gross profit

 

94,883

 

62,097

 

179,027

 

136,372

 

 

 

 

 

 

 

 

 

 

 

Selling and administrative expense

 

38,128

 

34,964

 

74,711

 

69,755

 

Research and development expense

 

22,391

 

18,562

 

43,054

 

38,093

 

Amortization of acquisition-related intangibles

 

1,408

 

1,327

 

2,797

 

2,654

 

Impairment of assets, restructuring and severance

 

10,090

 

173,815

 

14,119

 

177,653

 

Other (income) expense, net

 

266

 

149

 

527

 

(159

)

Interest (income) expense, net

 

379

 

(127

)

(416

)

534

 

Income (loss) before income taxes

 

22,221

 

(166,593

)

44,235

 

(152,158

)

 

 

 

 

 

 

 

 

 

 

Provision for (benefit from) income taxes

 

5,333

 

(45,295

)

10,616

 

(41,831

)

Net income (loss)

 

$

16,888

 

$

(121,298

)

$

33,619

 

$

(110,327

)

 

 

 

 

 

 

 

 

 

 

Net income (loss) per common share

 

 

 

 

 

 

 

 

 

Basic

 

$

0.26

 

$

(1.90

)

$

0.52

 

$

(1.73

)

Diluted

 

$

0.25

 

$

(1.90

)

$

0.50

 

$

(1.73

)

 

 

 

 

 

 

 

 

 

 

Average common shares outstanding - basic

 

65,176

 

63,893

 

64,836

 

63,847

 

Average common shares and potentially dilutive securities outstanding – diluted

 

68,725

 

63,893

 

67,710

 

63,847

 

 

8



 

International Rectifier Corporation and Subsidiaries

Condensed Consolidated Balance Sheet

(In thousands)

 

 

 

(Unaudited)

 

 

 

 

 

December 31

 

June 30

 

 

 

2003

 

2003

 

Assets

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash, cash equivalents and cash investments

 

$

477,736

 

$

492,472

 

Trade accounts receivable

 

150,001

 

138,097

 

Inventories, net

 

162,014

 

173,577

 

Deferred income taxes

 

25,087

 

32,211

 

Prepaid expenses and other receivables

 

35,389

 

38,482

 

 

 

 

 

 

 

Total current assets

 

850,227

 

874,839

 

 

 

 

 

 

 

Long-term cash investments

 

288,987

 

229,020

 

 

 

 

 

 

 

Property, plant and equipment, net

 

362,285

 

346,557

 

 

 

 

 

 

 

Other assets

 

386,839

 

371,436

 

 

 

 

 

 

 

Total assets

 

$

1,888,338

 

$

1,821,852

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Bank loans

 

$

26,285

 

$

17,121

 

Long-term debt, due within one year

 

309

 

1,183

 

Accounts payable

 

68,742

 

86,911

 

Accrued salaries, wages and commissions

 

27,956

 

28,951

 

Other accrued expenses

 

56,047

 

77,567

 

 

 

 

 

 

 

Total current liabilities

 

179,339

 

211,733

 

 

 

 

 

 

 

Long-term debt, less current maturities

 

568,132

 

579,379

 

Other long-term liabilities

 

16,138

 

14,208

 

Deferred income taxes

 

13,405

 

4,293

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Common stock

 

65,495

 

64,186

 

Capital contributed in excess of par value of shares

 

734,926

 

699,446

 

Retained earnings

 

241,534

 

207,915

 

Accumulated other comprehensive income

 

69,369

 

40,692

 

Total stockholders’ equity

 

1,111,324

 

1,012,239

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

1,888,338

 

$

1,821,852

 

 

9


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