8-K

UNITED STATESSECURITIES 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:February 2, 2016
(Date of earliest event reported)


IXYS CORPORATION(Exact name of registrant as specified in its charter)

Delaware	000-26124	77-0140882
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

1590 Buckeye Drive

Milpitas, California 95035

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (408) 457-9000

Not Applicable
(Former name or former address, if changed since last report.)

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:

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

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

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

⃞ 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 Conditions.

The following information is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

On February 2, 2016, IXYS issued a press release.  The text of IXYS’s press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(c)     Exhibits

         The following exhibit is furnished (not filed) herewith:

Exhibit Number	Description
99.1	Text of press release issued by IXYS Corporation, dated February 2, 2016.

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 thereunto duly authorized.

		IXYS CORPORATION
		By: /s/ Uzi Sasson
		Uzi Sasson, President and Chief
		Financial Officer (Principal Financial
		Officer)
Date:	February 2, 2016

EX-99.1

Exhibit 99.1

IXYS Corporation Announces Results for the December 2015 Quarter

Highlights:

• Gross profit margin for the quarter ended December 31, 2015 was 32.0%, an increase of 60 basis points from the gross profit margin in the December 31, 2014 quarter.
• Gross profit margin for the nine months ended December 31, 2015 was 31.9%, an increase of 190 basis points as compared to the same period in the prior fiscal year.
• Adjusted EBITDA, which excludes stock-based compensation expense, was $10.8 million for the December 2015 quarter and $30.9 million for the nine months ended December 31, 2015.
• IXYS declared a $0.04 per share dividend, marking the thirteenth consecutive quarter of dividends.

LEIDEN, Netherlands & MILPITAS, Calif.--(BUSINESS WIRE)--February 2, 2016--IXYS Corporation (NASDAQ:IXYS), an international power semiconductor and IC company, today reported results for its third quarter of fiscal year 2016, which ended December 31, 2015.

Net revenues for the quarter ended December 31, 2015 were $75.1 million, a decrease of $6.2 million, or 7.6%, as compared to net revenues of $81.3 million in the December 2014 quarter. For the nine months ended December 31, 2015, IXYS reported net revenues of $237.4 million, a decrease of $18.4 million, or 7.2%, as compared to net revenues of $255.8 million for the same period in the prior fiscal year.

“With the slowdown in the Chinese economy and other regions, quarterly revenues declined. However, with our diversified product lines and geographic reach, we expect to weather this period and increase revenues going forward. Importantly, we had no significant customer attrition; rather, the scope of product purchasing was slower during the holiday period, as is common in our industry,” commented Dr. Nathan Zommer, Chairman, CEO and Founder of IXYS. “We expect that our ongoing R&D investments and the successful design wins of our existing and new products will result in improved revenues and profitability for IXYS in future periods.”

Net income for the quarter ended December 31, 2015 was $2.3 million, or $0.07 per diluted share, a decrease of $4.3 million, as compared to net income of $6.6 million, or $0.21 per diluted share, for the same period in the prior fiscal year.

Net income for the nine months ended December 31, 2015 was $8.5 million, or $0.26 per diluted share, a decrease of $7.4 million, as compared to net income of $15.9 million, or $0.50 per diluted share, for the same period in the prior fiscal year.

The December 2015 quarter non-GAAP net income, which excludes the impact of charges for the amortization of acquired intangible assets and stock compensation, was $3.9 million, or $0.12 per diluted share, as compared to non-GAAP net income of $8.7 million, or $0.27 per diluted share, for the same period in the prior fiscal year.

For the nine months ended December 31, 2015, non-GAAP net income, which excludes the impact of charges for the amortization of acquired intangible assets and stock compensation, was $14.3 million, or $0.43 per diluted share, as compared to non-GAAP net income of $22.1 million, or $0.69 per diluted share, for the same period in the prior fiscal year.

Gross profit for the quarter ended December 31, 2015 was $24.0 million, or 32.0% of net revenues, as compared to a gross profit of $25.5 million, or 31.4% of net revenues, for the same quarter in the prior fiscal year. Our gross profit margin increased by 60 basis points this quarter over the comparable period in the prior fiscal year.

Gross profit for the nine months ended December 31, 2015 was $75.6 million, or 31.9% of net revenues, as compared to a gross profit of $76.7 million, or 30.0% of net revenues, for the same period in the prior fiscal year. This is an increase of 190 basis points in gross profit margin over the comparable period in the prior fiscal year.

“Despite the difficult market environment, we have been able to achieve gross profit margin expansion over the prior year’s comparable quarter and nine month period. We also held the line on our operating expenses despite a substantial increase in our R&D spending, which will encourage future product sales,” stated Mr. Uzi Sasson, President and CFO of IXYS.

Adjusted EBITDA, which excludes stock-based compensation expense, was $10.8 million for the December 2015 quarter and $30.9 million for the nine months ended December 31, 2015.

Cash and cash equivalents totaled $154.2 million at December 31, 2015, as compared to $121.2 million at March 31, 2015. IXYS generated $5.7 million in cash from operations during the December 2015 quarter.

In the December 2015 quarter, IXYS declared a $0.04 per share dividend, which is the thirteenth consecutive quarter of dividends.

“Due to global market volatility customers continue to rely on short-lead time product deliveries, which limit our visibility of buying patterns. We are constantly working with customers to increase their inventory and expect that our sales and marketing efforts will bear fruit in the coming quarters. Therefore, we expect revenues in the March 2016 quarter to be modestly higher when compared to those of the December 2015 quarter,” said Mr. Sasson.

Non-GAAP Information

Included above and within the attached schedules are certain non-GAAP financial figures. During the quarter ended December 31, 2015, the company incurred charges, including those associated with amortization of intangible assets and stock compensation. Adjusting the net income in the December 31, 2015 quarter to exclude the impact of amortization of intangible assets and stock compensation expenses, net of applicable tax at the effective tax rate for the respective periods, results in a financial presentation for the company without the effect of these charges. Similarly, adjusted EBITDA for the December 31, 2015 quarter reflects the exclusion of depreciation and amortization, stock compensation expenses, as well as interest and taxes, and may serve as an indication of the company’s ability to service its debt. Management believes non-GAAP net income, non-GAAP net income per share and adjusted EBITDA are useful measures of operating performance. However, the non-GAAP measures should be considered in addition to, not as a substitute for or superior to, net income and net income per share or other financial measures prepared in accordance with GAAP.

These non-GAAP measures have limitations as analytical tools, and should not be considered in isolation or as substitutes for analysis of our results as reported under GAAP. Other companies in our industry may calculate non-GAAP net income, non-GAAP net income per share and adjusted EBITDA differently than we do, limiting their usefulness as comparative measures.

About IXYS Corporation

Since its founding in Silicon Valley, IXYS Corporation has been developing technology-driven products to improve energy conversion efficiency, generate clean energy, improve automation, and provide advanced products for the transportation, medical and telecommunications industries. IXYS, with its subsidiaries, is a worldwide pioneer in the development of power semiconductors, solid state relays, high voltage integrated circuits (HVIC), and microcontrollers that are necessary in conserving energy and in reducing the world’s dependence on fossil fuels.

Diminishing natural resources, demand for renewable energy and environmental directives for energy efficiency represent a significant challenge. IXYS’ power semiconductors and mixed-signal integrated circuits (IC) play a vital role in reducing energy costs and consumption by optimizing the energy efficiency of everyday products. With an end customer base of over 3,500 telecommunications, transportation, industrial, medical and consumer companies, IXYS is a worldwide recognized provider of advanced semiconductors.

Additional information may be obtained by visiting IXYS’ website at http://www.ixys.com, or by contacting the company directly.

Safe Harbor Statement

The foregoing press release contains forward-looking statements, including those related to future revenues and profitability, R&D investments, design wins, new products, customer buying patterns, sales and marketing efforts and our revenues in the March 2016 quarter. Actual results may vary materially from those contained in the forward-looking statements, due to changes in customer delivery schedules, the cancellation of orders, an unanticipated decline in our business, increased competition, cash flow difficulties, unanticipated technological hurdles, manufacturing challenges and capacity limitations, adverse changes in customer demand, declining economic conditions or increasing product costs, among other things. Further information on other factors that could affect IXYS is detailed and included in reports that IXYS has filed with the Securities and Exchange Commission, including its Form 10-Q for the fiscal quarter ended September 30, 2015. IXYS undertakes no obligation to publicly release the results of any revisions to these forward-looking statements.

IXYS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited)
	December 31,			March 31,
		2015			2015
ASSETS
Current assets:
Cash and cash equivalents	$	154,238		$	121,164
Restricted cash		722			266
Accounts receivable, net		36,180			41,042
Inventories, net		89,664			82,005
Prepaid expenses and other current assets		3,876			3,413
Total current assets		284,680			247,890
Property, plant and equipment, net		42,194			42,545
Other assets		64,612			51,463
Deferred income taxes		29,750			31,957
Total assets	$	421,236		$	373,855
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of capitalized lease obligations	$	19		$	464
Current portion of notes payable to bank		2,725			45,790
Accounts payable		15,157			12,675
Accrued expenses and other current liabilities		22,142			19,865
Total current liabilities		40,043			78,794
Notes payable, net of current portion		91,777			10,528
Pension liabilities		16,394			17,232
Total liabilities		148,214			106,554
Common stock		382			381
Additional paid-in capital		153,211			152,874
Retained earnings		142,044			137,134
Accumulated other comprehensive (loss)		(22,615	)		(23,088	)
Stockholders' equity		273,022			267,301
Total liabilities and stockholders' equity	$	421,236		$	373,855

IXYS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
	Three Months Ended						Nine Months Ended
	December 31,						December 31,
		2015			2014			2015			2014
Net revenues	$	75,133		$	81,326		$	237,437		$	255,841
Cost of goods sold		51,104			55,811			161,794			179,156
Gross profit		24,029			25,515			75,643			76,685
Operating expenses:
Research, development and engineering		7,280			6,289			22,767			20,487
Selling, general and administrative		9,158			10,191			29,595			31,668
Amortization of intangibles		1,329			1,419			4,282			4,545
Total operating expenses		17,767			17,899			56,644			56,700
Operating income		6,262			7,616			18,999			19,985
Other (expense) income, net		(88	)		(227	)		(2,400	)		1,510
Income before income tax provision		6,174			7,389			16,599			21,495
Provision for income tax		3,888			767			8,055			5,551
Net income	$	2,286		$	6,622		$	8,544		$	15,944
Net income per share - basic	$	0.07		$	0.21		$	0.27		$	0.51
Weighted average shares used in per share calculation - basic		31,487			31,585			31,626			31,488
Net income per share - diluted	$	0.07		$	0.21		$	0.26		$	0.50
Weighted average shares used in per share calculation - diluted		32,343			32,231			32,483			32,173

Reconciliation of net income to Non-GAAP net income (in thousands, unaudited):
	Three Months Ended				Nine Months Ended
	December 31,				December 31,
		2015		2014		2015		2014
Net income	$	2,286	$	6,622	$	8,544	$	15,944
Amortization of intangible assets		1,329		1,419		4,282		4,545
Stock compensation expense		310		671		1,429		1,578
Non-GAAP net income	$	3,925	$	8,712	$	14,255	$	22,067
Reconciliation of net income per share, diluted to Non-GAAP net income per share, diluted (unaudited):
	Three Months Ended				Nine Months Ended
	December 31,				December 31,
		2015		2014		2015		2014
Net income per share, diluted	$	0.07	$	0.21	$	0.26	$	0.50
Amortization of intangible assets		0.04		0.04		0.13		0.14
Stock compensation expense		0.01		0.02		0.04		0.05
Non-GAAP net income per share, diluted	$	0.12	$	0.27	$	0.43	$	0.69
Weighted average shares used in per share calculation, diluted		32,343		32,231		32,483		32,173

Adjusted EBITDA (in thousands, unaudited)
	Three Months Ended				Nine Months Ended
	December 31,				December 31,
	2015		2014		2015		2014
Net income	$	2,286	$	6,622	$	8,544	$	15,944
Add:
Income tax expense		3,888		767		8,055		5,551
Interest expense		432		392		1,030		1,124
Depreciation and amortization		3,333		4,083		10,478		13,231
Stock compensation expense		838		749		2,777		2,127
Adjusted EBITDA	$	10,777	$	12,613	$	30,884	$	37,977

CONTACT:
IXYS Corporation
Uzi Sasson, 408-457-9000
President & CFO