8-K

UNITED STATES

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):  April 29, 2013

INTERNATIONAL RECTIFIER CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware	001-7935	95-1528961
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

101 N. Sepulveda Blvd., El Segundo, California 90245

(Address of Principal Executive Offices) (Zip Code)

(310) 726-8000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.  Results of Operations and Financial Condition

On April 29, 2013, International Rectifier Corporation (the “Company”) issued a press release announcing its financial results for the third fiscal quarter of fiscal year 2013.  A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.

The information in this Item 2.02 of this Report on Form 8-K, including Exhibit 99.1, will not be treated as “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section.  This information will not be incorporated by reference into a filing under the Securities Act of 1933, or into another filing under the Exchange Act, unless that filing expressly refers to specific information in this report.

Item 9.01.  Financial Statement and Exhibits

(d)  Exhibits

Exhibit Number	Description
99.1	Press release of International Rectifier Corporation, dated April 29, 2013, reporting financial results for the third quarter of fiscal year 2013.

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.

Date: April 29, 2013	INTERNATIONAL RECTIFIER CORPORATION
	By:	/s/ Ilan Daskal
		Name:  Ilan Daskal
		Title:    Chief Financial Officer

3

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release of International Rectifier Corporation, dated April 29, 2013, reporting financial results for the third fiscal quarter of fiscal year 2013.

4

EX-99.1

Exhibit 99.1

International Rectifier Reports Third Quarter Results

EL SEGUNDO, Calif.—(BUSINESS WIRE)—April 29, 2013— International Rectifier Corporation (NYSE:IRF) today announced financial results for the third quarter (ended March 24, 2013) of its fiscal year 2013.  Revenue was $224.3 million, which was flat compared to $223.8 million in the prior quarter and a 9.6% decrease from $248.1 million in the prior year quarter. GAAP net loss for the third quarter was $21.2 million, or $0.31 per fully diluted share compared to GAAP net loss of $32.7 million, or $0.47 per fully diluted share, in the prior quarter and GAAP net loss of $2.5 million, or $0.04 per fully diluted share in the prior year quarter.

“Throughout the March quarter, we saw booking trends improve across all our end markets,” stated President and Chief Executive Officer Oleg Khaykin. “In addition, we decreased inventory, closed our El Segundo manufacturing facility, reduced our capital expenditures and increased our cash balance by $20 million.  As a result of improving business demand, resizing our manufacturing footprint and reducing fixed costs, our gross margin recovery is currently tracking ahead of prior expectations.”

GAAP gross margin for the third quarter was 24.3% compared to 21.9% in the prior quarter and 29.8% in the prior year quarter. GAAP operating loss for the third quarter was $20 million compared to an operating loss of $34.7 million in the prior quarter and an operating loss of $7.1 million in the prior year quarter.

Cash, cash equivalents and marketable investments increased $20 million and totaled $403.4 million at the end of the third quarter, including restricted cash of $1.4 million.

Cash provided by operating activities for the quarter was $33.2 million and free cash flow was $20.3 million.

Non-GAAP Results

The non-GAAP results the Company provides exclude the effects of accelerated depreciation, asset impairment and inventory write-offs associated with our El Segundo fab closure, restructuring costs, severance costs, impairment of goodwill, amortization of intangibles, the associated net tax effects of these items, and discrete tax provisions and benefits. The Company excludes any tax provisions (benefits) that are not directly related to ongoing operations and which are either isolated or cannot be expected to occur again with any regularity or predictability.

A reconciliation of these non-GAAP measures to the Company’s reported net income (loss), gross margin and operating income (loss) in accordance with U.S. GAAP are set forth in the attached schedules below and on our web-site at www.investor.irf.com.

On this basis, non-GAAP net loss for the third quarter was $19.8 million, or $0.29 per fully diluted share compared to non-GAAP net loss of $30.3 million, or $0.44 per fully diluted share in the prior quarter and non-GAAP net loss of $14.9 million, or $0.22 per fully diluted share in the prior year quarter.

GAAP gross margin for the third quarter (there is no non-GAAP gross margin for the third quarter) was 24.3% compared to non-GAAP gross margin of 22.2% in the prior quarter and GAAP gross margin of 29.8% in the prior year quarter (there is no non-GAAP gross margin for the third quarter of prior year quarter). Non-GAAP operating loss for the third quarter was $17.5 million compared to non-GAAP operating loss of $27.6 million in the prior quarter and non-GAAP operating loss of $10.3 million in the prior year quarter.

June Quarter Outlook

Mr. Khaykin noted: “Looking ahead to our 14-week June quarter, we are seeing solid revenue growth as the demand across our end markets is showing improvement.  With improving demand and lower inventory we are starting to see positive gross margin leverage from rising utilization, improving product mix and manufacturing efficiencies.  As a result, we currently expect revenue for the June quarter to range between $255 million to $265 million and gross margin to range between 28% and 30%.”

The following table outlines International Rectifier’s current forward looking June quarter outlook (on a GAAP basis):

Revenue (14-week quarter)	$255 to $265 million
Gross margin	28% to 30%
Research and development expense (14-week quarter)	$32 million
Sales, general and administrative expense (14-week quarter)	$47 million
Asset impairment, restructuring and other charges	$1 to $2 million
Amortization of acquisition related intangibles	$1.7 million
Other expense, net	$1 million
Tax expense	$4 million

Segment Table Information/Customer Segments

The business segment tables included with this release for the Company’s fiscal quarters ended March 24, 2013, December 23, 2012, and March 25, 2012, respectively, reconcile revenue and gross margin for the Company’s segments to the consolidated total amounts of such measures for the Company.

Quarterly Report on Form 10-Q

The Company expects to file its Quarterly Report on Form 10-Q for the third quarter of the 2013 fiscal year with the Securities and Exchange Commission on Tuesday, April 30, 2013. This financial report will be available for viewing and download at http://investor.irf.com.

NOTE:  A conference call will begin today at 2:00 p.m. Pacific time. CEO Oleg Khaykin and CFO Ilan Daskal will discuss the Company’s March quarter results and June quarter outlook. All participants, both in the U.S. and international, may join the call by dialing 706-679-3195 by 1:55 p.m. Pacific time.  In order to join this conference call, participants will be required to provide the Conference Passcode: “International Rectifier”.  Participants may also listen over the Internet at http://investor.irf.com. To listen to the live call, please go to the web site at least 15 minutes early to register, download, and install any necessary audio software.

A taped replay of this call will be available from approximately 6:00 p.m. Pacific time on Monday, April 29 through Monday, May 6, 2013. To listen to the replay by phone, call 855-859-2056 or 404-537-3406 for international callers and enter reservation number 40285252. To listen to the replay over the Internet, please go to http://investor.irf.com. The live call and replay will also be available on www.streetevents.com.

About International Rectifier

International Rectifier Corporation (NYSE:IRF) is a world leader in power management technology. IR’s analog, digital, and mixed signal ICs, and other advanced power management products, enable high performance computing and save energy in a wide variety of business and consumer applications.  Leading manufacturers of computers, energy efficient appliances, lighting, automobiles, satellites, aircraft, and defense systems rely on IR’s power management solutions to power their next generation products. For more information, go to www.irf.com.

Forward-Looking Statements:

This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to expectations concerning matters that (a) are not historical facts, (b) predict or forecast future events or results, or (c) embody assumptions that may prove to have been inaccurate.  These forward-looking statements involve risks, uncertainties and assumptions.  When we use words such as “believe,” “expect,” “anticipate,” “will”, “outlook” or similar expressions, we are making forward-looking statements.  Although we believe that the expectations reflected in such forward-looking statements are reasonable, we cannot give readers any assurance that such expectations will prove correct.  The actual results may differ materially from those anticipated in the forward-looking statements as a result of numerous factors, many of which are beyond our control.  Important factors that could cause actual results to differ materially from our expectations include, but are not limited to, lower than expected demand or greater than expected order cancellations arising from a decline or volatility in general market and economic conditions and the failure of the market to improve as anticipated; reduced margins from lower than expected factory utilization, higher than expected costs and customer shifts to lower margin products; changes in the timing or amount of costs associated with, or disruptions caused by, our restructuring initiatives; our ability to implement our restructuring initiatives as planned and achieve the anticipated benefits, which may be affected by, among other things: customer requirements, changes in business conditions and/or operational needs, retention of key employees, governmental regulations, delays and increased costs; unexpected costs or delays in implementing our plans to secure and qualify external manufacturing capacity for our products, including the purchase and installation of additional manufacturing equipment; the effects of longer lead times for certain products on meeting demand and any inability by us to satisfy or to timely satisfy customer demand; volatility or deterioration of capital markets; the adverse impact of regulatory, investigative and legal actions; increased competition in the highly competitive semiconductor business that could adversely affect the prices of our products or our ability to secure additional business; the effects of manufacturing, operational and vendor disruptions; unexpected delays and disruptions in our supply, manufacturing and delivery efforts due to, among other things, supply constraints, equipment malfunction or natural disasters; delays in launching new technology products; our ability to maintain current intellectual property licenses and obtain new intellectual property licenses; costs arising from pending and threatened litigation or claims; the effects of natural disasters; and other uncertainties disclosed in the Company’s reports filed from time to time with the Securities and Exchange Commission, including its most recent reports on Forms 10-K and 10-Q.

INTERNATIONAL RECTIFIER CORPORATION AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

	Three Months Ended
	March 24, 2013			December 23, 2012			March 25, 2012
Revenues	$	224,268		$	223,822		$	248,094
Cost of sales	169,860			174,733			174,132
Gross profit	54,408			49,089			73,962
Selling, general and administrative expense	43,020			45,083			49,578
Research and development expense	28,876			32,125			34,798
Amortization of acquisition-related intangible assets	1,663			1,680			2,097
Asset impairment, restructuring and other charges	880			4,941			—
Gain on disposition of property	—			—			(5,410		)
Operating loss	(20,031		)	(34,740		)	(7,101		)
Other expense (income), net	(450		)	411			(46		)
Interest expense (income), net	64			(8		)	(47		)
Loss before income taxes	(19,645		)	(35,143		)	(7,008		)
Provision for (benefit from) income taxes	1,600			(2,421		)	(4,518		)
Net loss	$	(21,245	)	$	(32,722	)	$	(2,490	)
Net loss per common share—basic (1)	$	(0.31	)	$	(0.47	)	$	(0.04	)
Net loss per common share—diluted (1)	$	(0.31	)	$	(0.47	)	$	(0.04	)
Average common shares outstanding—basic	69,273			69,144			69,104
Average common shares and potentially dilutive securities outstanding—diluted	69,273			69,144			69,104

(1)Net income (loss) per common share is computed using the two-class method as required by accounting rules.  We do not pay dividends; however, net income must be allocated to unvested restricted stock units (“RSUs”) on which we could pay dividend equivalents.  The amount of net income allocated to these RSUs is excluded from income available to common shareholders in the calculation of earnings per share.  As we were in a net loss for the three months ended March 24, 2013, December 23, 2012, and March 25, 2012, we did not have any income to allocate to unvested RSUs on which we could pay dividend equivalents.

INTERNATIONAL RECTIFIER CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands)

	March 24, 2013			December 23, 2012			March 25, 2012
ASSETS
Current assets:
Cash and cash equivalents	$	386,994		$	366,656		$	217,500
Restricted cash	613			624			437
Short-term investments	15,058			10,104			126,134
Trade accounts receivable, net of allowances	134,987			134,029			173,819
Inventories	231,703			260,717			307,269
Current deferred tax assets	5,040			5,181			1,974
Prepaid expenses and other receivables	35,529			36,095			37,388
Total current assets	809,924			813,406			864,521
Restricted cash	738			940			942
Long-term investments	—			5,003			21,144
Property, plant and equipment, net	432,635			456,139			469,985
Goodwill	52,149			52,149			121,570
Acquisition-related intangible assets, net	23,553			25,216			30,294
Long-term deferred tax assets	34,775			37,456			26,501
Other assets	58,160			60,004			65,870
Total assets	$	1,411,934		$	1,450,313		$	1,600,827
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	64,565		$	70,649		$	79,053
Accrued income taxes	470			496			2,840
Accrued salaries, wages and commissions	34,721			40,740			33,600
Current deferred tax liabilities	—			—			2
Other accrued expenses	77,211			73,822			90,004
Total current liabilities	176,967			185,707			205,499
Long-term deferred tax liabilities	4,479			4,928			3,857
Other long-term liabilities	25,882			30,186			36,720
Total liabilities	207,328			220,821			246,076
Commitments and contingencies
Stockholders’ equity:
Common shares	75,609			75,353			74,887
Capital contributed in excess of par value	1,056,515			1,048,586			1,034,774
Treasury stock, at cost	(113,175		)	(113,175		)	(104,821		)
Retained earnings	207,943			229,188			358,871
Accumulated other comprehensive loss	(22,286		)	(10,460		)	(8,960		)
Total stockholders’ equity	1,204,606			1,229,492			1,354,751
Total liabilities and stockholders’ equity	$	1,411,934		$	1,450,313		$	1,600,827

INTERNATIONAL RECTIFIER CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Three Months Ended
	March 24, 2013 (Unaudited)			December 23, 2012 (Unaudited)			March 25, 2012 (Unaudited)
Cash flows from operating activities:
Net loss	$	(21,245	)	$	(32,722	)	$	(2,490	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	22,787			23,088			21,893
Amortization of acquisition-related intangible assets	1,663			1,680			2,097
Loss on disposal of fixed assets	234			4,183			551
Stock compensation expense	5,297			5,378			4,140
Gain on disposition of property	—			—			(5,410		)
(Gain) loss on sale of investments	—			(8		)	17
Other-than-temporary impairment of investments	350			—			4
Recovery of bad debts	(64		)	—			(241		)
Provision for inventory write-downs	3,884			6,060			4,185
Impairment of long-lived assets	415			2,376			—
(Gain) loss on derivatives	(1,952		)	(93		)	1,457
Deferred income taxes	31			227			(12,393		)
Tax benefit from stock-based awards	—			—			1,674
Excess tax benefit from stock-based awards	—			1			(157		)
Changes in operating assets and liabilities, net	17,781			30,727			(31,743		)
Other	3,986			1,028			1,947
Net cash provided by (used in) operating activities	33,167			41,925			(14,469		)
Cash flows from investing activities:
Additions to property, plant and equipment	(12,884		)	(26,054		)	(24,675		)
Proceeds from sale of property, plant and equipment	—			—			5,524
Sale of investments	—			52,131			12,246
Maturities of investments	—			18,500			36,300
Purchase of investments	—			—			(70,411		)
Release from (addition to) restricted cash	187			(9		)	36
Net cash used in (provided by) investing activities	(12,697		)	44,568			(40,980		)
Cash flows from financing activities:
Proceeds from exercise of stock options	3,355			324			588
Excess tax benefit from stock-based awards	—			(1		)	157
Net settlement of restricted stock units for tax withholdings	(467		)	(45		)	(621		)
Net cash provided by financing activities	2,888			278			124
Effect of exchange rate changes on cash and cash equivalents	(3,020		)	70			1,336
Net increase (decrease) in cash and cash equivalents	20,338			86,841			(53,989		)
Cash and cash equivalents, beginning of period	366,656			279,815			271,489
Cash and cash equivalents, end of period	$	386,994		$	366,656		217,500

For the three months ended March 24, 2013, December 23, 2012, and March 25, 2012, revenue and gross margin by reportable segments were as follows (in thousands, except percentages):

	Three Months Ended
	March 24, 2013						December 23, 2012						March 25, 2012
Business Segment	Revenues		Percentage of Total		Gross Margin		Revenues		Percentage of Total		Gross Margin		Revenues		Percentage of Total		Gross Margin
Power management devices	$	85,209	38.0	%	21.0	%	$	83,273	37.2	%	14.5	%	$	80,653	32.5	%	19.0	%
Energy saving products	43,614		19.4		12.2		36,174		16.2		14.8		57,362		23.1		29.7
Automotive products	31,107		13.9		22.0		28,414		12.7		11.1		28,799		11.6		18.2
Enterprise power	20,488		9.1		36.1		28,649		12.8		25.0		32,194		13.0		31.0
HiRel	43,554		19.4		38.4		47,061		21.0		44.7		48,652		19.6		53.3
Customer segments total	223,972		99.9		24.2		223,571		99.9		21.8		247,660		99.8		29.7
Intellectual property	296		0.1		100.0		251		0.1		100.0		434		0.2		100.0
Consolidated total	$	224,268	100.0	%	24.3	%	$	223,822	100.0	%	21.9	%	$	248,094	100.0	%	29.8	%

For the three months ended March 24, 2013, December 23, 2012, and March 25, 2012, stock-based compensation was as follows (in thousands):

	Three Months Ended
	March 24,2013		December 23, 2012		March 25, 2012
Selling, general and administrative expense	$	2,693	$	2,858	$	2,166
Research and development expense	1,583		1,397		1,155
Cost of sales	1,021		1,123		819
Total stock-based compensation expense	$	5,297	$	5,378	$	4,140

INTERNATIONAL RECTIFIER CORPORATION AND SUBSIDIARIES

NON-GAAP RESULTS

(In thousands, except per share and gross profit-percentage data)

Reconciliation of GAAP to Non-GAAP Gross Profit:

	Three Months Ended
	March 24, 2013			December 23, 2012			March 25, 2012
GAAP Gross profit	$	54,408		$	49,089		$	73,962
Adjustments to reconcile GAAP to Non-GAAP gross profit:
Accelerated depreciation	—			551			—
Non-GAAP gross profit	$	54,408		$	49,640		$	73,962
Non-GAAP gross profit-percentage	24.3		%	22.2		%	29.8		%

Reconciliation of GAAP to Non-GAAP Operating Loss:

	Three Months Ended
	March 24, 2013			December 23, 2012			March 25, 2012
GAAP Operating loss	$	(20,031	)	$	(34,740	)	$	(7,101	)
Adjustments to reconcile GAAP to Non-GAAP operating loss:
Accelerated depreciation	—			551			—
Amortization of acquisition-related intangible assets	1,663			1,680			2,097
Asset impairment, restructuring and other charges	880			4,941			—
Gain on disposition of property	—			—			(5,410		)
Non-GAAP operating loss	$	(17,488	)	$	(27,568	)	$	(10,414	)

INTERNATIONAL RECTIFIER CORPORATION AND SUBSIDIARIES

NON-GAAP RESULTS

(In thousands, except per share and gross profit-percentage data)

Reconciliation of GAAP to Non-GAAP Net Loss:

	Three Months Ended
	March 24, 2013			December 23,2012			March 25, 2012
GAAP Net loss	$	(21,245	)	$	(32,722	)	$	(2,490	)
Adjustments to reconcile GAAP to Non-GAAP net loss:
Accelerated depreciation	—			551			—
Amortization of acquisition-related intangible assets	1,663			1,680			2,097
Asset impairment, restructuring and other charges	880			4,941			—
Gain on disposition of property	—			—			(5,410		)
Tax (benefit) expense of discrete items and other tax adjustments	(1,127		)	(4,739		)	(9,128		)
Non-GAAP net income (loss)	$	(19,828	)	$	(30,289	)	$	(14,931	)
GAAP net income (loss) per common share — basic (1)	$	(0.31	)	$	(0.47	)	$	(0.04	)
Non-GAAP adjustments per above	0.02			0.03			(0.18		)
Non-GAAP net income (loss) per common share—basic (1)	$	(0.29	)	$	(0.44	)	$	(0.22	)
GAAP net income (loss) per common share — diluted (1)	$	(0.31	)	$	(0.47	)	$	(0.04	)
Non-GAAP adjustments per above	0.02			0.03			(0.18		)
Non-GAAP net income (loss) per common share—diluted (1)	$	(0.29	)	$	(0.44	)	$	(0.22	)
Average common shares outstanding—basic	69,273			69,144			69,104
Average common shares and potentially dilutive securities outstanding—diluted	69,273			69,144			69,104

(1)GAAP net income (loss) per common share is computed using the two-class method as required by accounting rules.  We do not pay dividends; however, to properly calculate non-GAAP net income (loss) per common share, non-GAAP net income must be allocated to unvested restricted stock units (“RSUs”) on which we could pay dividend equivalents.  The amount of non-GAAP net income allocated to these RSUs is excluded from income available to common shareholders in the calculation of earnings per share.  As we were in a net loss for the three months ended March 24, 2013, December 23, 2012, and March 25, 2012, we did not have any non-GAAP income to allocate to unvested RSUs on which we could pay dividend equivalents.

We provide non-GAAP net income and non-GAAP net income per share amounts in order to provide meaningful supplemental information regarding our operational performance. These supplemental measures exclude, among other things, accelerated depreciation, inventory write-offs related to fab closures, severance, impairment of goodwill, charges related to the amortization of acquisition-related intangible assets, the impact of asset impairment, restructuring and other charges. We also exclude tax provisions (benefits) that are not directly related to ongoing operations and which are either isolated or cannot be expected to occur again with any regularity or predictability in addition to tax adjustments related to non-GAAP operating income (loss) adjustments.

We use non-GAAP measures to evaluate the performance of our core businesses and to estimate future core performance. Since we find these measures to be useful, we believe that investors will benefit from seeing non-GAAP measures in addition to seeing our GAAP results. This information facilitates our internal comparisons to our historical operating results as well as to the operating results of our competitors.

Our management recognizes that items such as amortization of intangibles and asset impairment, restructuring and other charges can have a material impact on our cash flows and/or our net income. Our GAAP financial statements including our statement of cash flows portray those effects. Although we believe it is useful for investors to see core performance free of non-GAAP adjustments, investors should understand that the excluded items can be expenses and charges that impact the Company’s total cash balance. To gain a complete picture of all effects on the Company’s profit and loss from any and all events, management does (and investors should) consider only the GAAP income statement and the other financial measures. The non-GAAP numbers focus instead upon the core business of the Company, which is only a subset, albeit an important one, of the Company’s performance, and should not be relied upon by investors.

Readers are reminded that non-GAAP numbers are merely a supplement to, and not a replacement for, GAAP financial measures. They should be read in conjunction with the GAAP financial measures. It should be noted as well that our non-GAAP information may be different (and contain different inclusions and exclusions as compared to GAAP information) from the non-GAAP information provided by other companies and therefore are not being provided for the purpose of comparisons with other companies.

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Company contact:

Investors

Chris Toth

310.252.7731

Media

Sian Cummins

310.252.7148