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8-K - 8-K - INTERNATIONAL RECTIFIER CORP /DE/a14-23269_18k.htm

Exhibit 99.1

 

International Rectifier Reports First Quarter Fiscal Year 2015 Results

 

EL SEGUNDO, Calif.—(BUSINESS WIRE)—October 29, 2014— International Rectifier Corporation (NYSE:IRF) today announced financial results for the first quarter (ended September 28, 2014) of its fiscal year 2015.

 

On August 20, 2014, International Rectifier Corporation entered into a definitive agreement with Infineon Technologies AG under which Infineon has agreed to acquire International Rectifier for $40 per share in an all-cash transaction valued at approximately $3.0 billion.  In anticipation of this transaction which is expected to close late in the calendar year 2014 or early in the calendar year 2015 subject to regulatory approvals, International Rectifier will not conduct a first quarter results conference call nor issue financial guidance for the upcoming quarter.  International Rectifier has also suspended its share repurchase program.

 

Revenue for the September quarter was $287.0 million, a 3.6% decrease compared to $297.6 million in the prior quarter and a 6.4% increase from $269.8 million in the prior year quarter.  GAAP net income for the first quarter was $25.9 million, or $0.36 per fully diluted share compared to GAAP net income of $12.9 million, or $0.18 per fully diluted share, in the prior quarter and GAAP net income of $8.7 million, or $0.12 per fully diluted share in the prior year quarter.

 

First quarter 2015 GAAP net income included a gain of $13.0 million from the sale of an investment and $8.3 million of merger-related costs.  A reconciliation of these Non-GAAP items and additional items, to the Company’s reported net income, gross margin (referred to as gross profit in attached schedules) and operating income in accordance with U.S. GAAP are set forth in the attached schedules below.

 

GAAP gross margin for the first quarter was 37.9% compared to 35.6% in the prior quarter and 35.3% in the prior year quarter.  GAAP operating income for the first quarter was $18.0 million compared to GAAP operating income of $20.7 million in the prior quarter and GAAP operating income of $16.4 million in the prior year quarter.

 

Cash, cash equivalents and marketable investments increased $49.9 million during the first quarter and totaled $660.3 million at the end of the first quarter, including restricted cash of $1.3 million.

 

Cash provided by operating activities for the quarter was $65.2 million and free cash flow was $53.2 million for the quarter.

 

Non-GAAP Results

 

Non-GAAP net income for the first quarter was $24.3 million, or $0.34 per fully diluted share compared to non-GAAP net income of $21.9 million, or $0.30 per fully diluted share in the prior quarter and non-GAAP net income of $15.1 million, or $0.21 per fully diluted share in the prior year quarter.

 



 

Non-GAAP gross margin for the first quarter was 38.1% compared to non-GAAP gross margin of 35.7% in the prior quarter and non-GAAP gross margin of 35.5% in the prior year quarter.  Non-GAAP operating income for the first quarter was $28.9 million compared to non-GAAP operating income of $24.3 million in the prior quarter and non-GAAP operating income of $19.8 million in the prior year quarter.

 

The non-GAAP results the Company provides exclude the effects of accelerated depreciation, merger-related costs, restructuring costs, amortization of intangibles, a gain from the sale of an investment, 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 (referred to as gross profit in attached schedules) and operating income (loss) in accordance with U.S. GAAP are set forth in the attached schedules below.

 

Segment Table Information/Customer Segments

 

The business segment tables included with this release for the Company’s fiscal quarters ended September 28, 2014, June 29, 2014, and September 29, 2013, 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 first quarter of the 2015 fiscal year with the Securities and Exchange Commission on Wednesday, October 29, 2014.  This financial report will be available for viewing and download at http://investor.irf.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; 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; delays in implementing our production ramp-up of our wafer thinning manufacturing facility in Singapore; the effects of longer lead times for certain products on meeting demand and any inability by us to timely satisfy customer demand; the effects of manufacturing quality issues and customer claims; the adverse impact of regulatory, investigative and legal actions, among them, current and potential future U.S. economic sanctions; 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, and capacity restrictions imposed by our vendors; 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; volatility or deterioration of capital markets; the effects of natural disasters; the risk that the transaction with Infineon Technologies AG will

 



 

not close or that the closing may be delayed; the possibility that the conditions to the closing of the transaction with Infineon Technologies AG may not be satisfied; the risk that competing offers to the transaction with Infineon Technologies AG will be made; the outcome of any legal proceedings related to the transaction with Infineon Technologies AG; the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreement entered into with Infineon Technologies AG; general economic conditions; conditions in the markets Infineon Technologies AG and International Rectifier are engaged in; behavior of customers, suppliers and competitors (including their reaction to the transaction); 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

 

 

 

September 28, 2014

 

June 29, 2014

 

September 29, 2013

 

Revenues

 

$

286,988

 

$

297,587

 

$

269,750

 

Cost of sales

 

178,190

 

191,789

 

174,439

 

Gross profit

 

108,798

 

105,798

 

95,311

 

Selling, general and administrative expense

 

54,393

 

48,816

 

43,750

 

Research and development expense

 

34,392

 

33,179

 

32,173

 

Amortization of acquisition-related intangible assets

 

1,555

 

1,555

 

1,630

 

Asset impairment, restructuring and other charges

 

499

 

1,597

 

1,402

 

Operating income

 

17,959

 

20,651

 

16,356

 

Other (income) expense, net

 

(13,319

)

251

 

762

 

Interest income, net

 

(12

)

(10

)

(1

)

Income before income taxes

 

31,290

 

20,410

 

15,595

 

Provision for income taxes

 

5,360

 

7,461

 

6,872

 

Net income

 

$

25,930

 

$

12,949

 

$

8,723

 

 

 

 

 

 

 

 

 

Net income per common share:

 

 

 

 

 

 

 

Basic

 

$

0.36

 

$

0.18

 

$

0.12

 

Diluted

 

$

0.36

 

$

0.18

 

$

0.12

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

Basic

 

71,575

 

71,208

 

70,830

 

Diluted

 

72,973

 

72,874

 

71,664

 

 



 

INTERNATIONAL RECTIFIER CORPORATION AND SUBSIDIARIES

 

CONSOLIDATED BALANCE SHEETS

 

(In thousands)

 

 

 

September 28, 2014

 

June 29, 2014

 

September 29, 2013

 

ASSETS

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

658,989

 

$

588,922

 

$

468,120

 

Restricted cash

 

599

 

635

 

629

 

Short-term investments

 

 

20,114

 

10,005

 

Trade accounts receivable, net of allowances

 

145,153

 

161,723

 

151,702

 

Inventories

 

233,985

 

230,011

 

243,754

 

Current deferred tax assets

 

2,051

 

2,145

 

5,002

 

Prepaid expenses and other current assets

 

29,092

 

26,675

 

35,040

 

Total current assets

 

1,069,869

 

1,030,225

 

914,252

 

Restricted cash

 

737

 

739

 

739

 

Property, plant and equipment, net

 

377,687

 

391,765

 

419,289

 

Goodwill

 

52,149

 

52,149

 

52,149

 

Acquisition-related intangible assets, net

 

13,948

 

15,503

 

20,293

 

Long-term deferred tax assets

 

29,039

 

31,183

 

29,402

 

Other assets

 

41,919

 

43,976

 

61,341

 

Total assets

 

$

1,585,348

 

$

1,565,540

 

$

1,497,465

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Accounts payable

 

$

91,808

 

$

86,256

 

$

88,521

 

Accrued income taxes

 

5,282

 

2,946

 

2,033

 

Accrued salaries, wages and commissions

 

47,699

 

47,750

 

40,980

 

Current deferred tax liabilities

 

346

 

348

 

 

Other accrued expenses

 

77,351

 

72,968

 

79,456

 

Total current liabilities

 

222,486

 

210,268

 

210,990

 

Long-term deferred tax liabilities

 

7,816

 

7,817

 

8,649

 

Other long-term liabilities

 

19,578

 

19,809

 

24,709

 

Total liabilities

 

249,880

 

237,894

 

244,348

 

Commitments and contingencies

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

Common stock

 

78,311

 

78,192

 

77,287

 

Capital contributed in excess of par value

 

1,106,868

 

1,097,665

 

1,081,889

 

Treasury stock, at cost

 

(125,785

)

(125,785

)

(113,175

)

Retained earnings

 

286,528

 

260,598

 

210,588

 

Accumulated other comprehensive (loss) income

 

(10,454

)

16,976

 

(3,472

)

Total stockholders’ equity

 

1,335,468

 

1,327,646

 

1,253,117

 

Total liabilities and stockholders’ equity

 

$

1,585,348

 

$

1,565,540

 

$

1,497,465

 

 



 

INTERNATIONAL RECTIFIER CORPORATION AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

(In thousands)

 

 

 

Three Months Ended

 

 

 

September 28, 2014

 

June 29, 2014

 

September 29, 2013

 

 

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

Cash flows from operating activities:

 

 

 

 

 

 

 

Net income

 

$

25,930

 

$

12,949

 

$

8,723

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

Depreciation and amortization

 

21,375

 

21,817

 

22,073

 

Amortization of acquisition-related intangible assets

 

1,555

 

1,555

 

1,630

 

(Gain) loss on disposal of fixed assets

 

(7

)

(444

)

15

 

Impairment of long-lived assets

 

1,157

 

80

 

 

Stock compensation expense

 

8,079

 

6,467

 

6,862

 

Gain on sale of investments

 

(12,997

)

 

(36

)

Provision for inventory write-downs

 

3,971

 

1,273

 

1,615

 

(Gain) loss on derivatives

 

(186

)

276

 

362

 

Deferred income taxes

 

718

 

1,412

 

4,997

 

Tax benefit from stock-based awards

 

 

219

 

 

Changes in operating assets and liabilities, net

 

14,209

 

25,690

 

(21,194

)

Other

 

1,347

 

(999

)

(237

)

Net cash provided by operating activities

 

65,151

 

70,295

 

24,810

 

Cash flows from investing activities:

 

 

 

 

 

 

 

Additions to property, plant and equipment

 

(11,993

)

(8,275

)

(11,918

)

Proceeds from sale of property, plant and equipment

 

11

 

978

 

25

 

Sales of investments

 

19,997

 

 

36

 

Maturities of investments

 

 

 

1,000

 

Release from restricted cash

 

15

 

13

 

8

 

Net cash provided by (used in) investing activities

 

8,030

 

(7,284

)

(10,849

)

Cash flows from financing activities:

 

 

 

 

 

 

 

Proceeds from exercise of stock options

 

1,401

 

1,508

 

8,972

 

Purchase of treasury stock

 

 

(10,012

)

 

Net settlement of restricted stock units for tax withholdings

 

(158

)

(8,273

)

(1,089

)

Net cash provided by (used in) financing activities

 

1,243

 

(16,777

)

7,883

 

Effect of exchange rate changes on cash and cash equivalents

 

(4,357

)

1,400

 

2,786

 

Net increase in cash and cash equivalents

 

70,067

 

47,634

 

24,630

 

Cash and cash equivalents, beginning of period

 

588,922

 

541,288

 

443,490

 

Cash and cash equivalents, end of period

 

$

658,989

 

$

588,922

 

$

468,120

 

 



 

For the three months ended September 28, 2014, June 29, 2014, and September 29, 2013, revenue and gross margin by reportable segments were as follows (in thousands, except percentages):

 

 

 

Three Months Ended

 

 

 

September 28, 2014

 

June 29, 2014

 

September 29, 2013

 

Business Segment

 

Revenues

 

Percentage
of Total

 

Gross
Margin

 

Revenues

 

Percentage
of Total

 

Gross
Margin

 

Revenues

 

Percentage
of Total

 

Gross
Margin

 

Power management devices

 

$

101,419

 

35.3

%

33.9

%

$

110,255

 

37.0

%

33.8

%

$

101,966

 

37.8

%

30.9

%

Energy saving products

 

52,926

 

18.4

 

25.5

 

58,556

 

19.7

 

26.9

 

50,497

 

18.7

 

32.8

 

Automotive products

 

36,790

 

12.8

 

28.1

 

38,918

 

13.1

 

26.3

 

36,463

 

13.5

 

32.4

 

Enterprise power

 

36,204

 

12.6

 

43.3

 

36,446

 

12.2

 

39.5

 

32,249

 

12.0

 

37.4

 

HiRel

 

59,334

 

20.7

 

58.3

 

53,091

 

17.8

 

52.5

 

48,333

 

17.9

 

47.9

 

Customer segments total

 

286,673

 

99.9

 

37.8

 

297,266

 

99.9

 

35.5

 

269,508

 

99.9

 

35.3

 

Intellectual property

 

315

 

0.1

 

100.0

 

321

 

0.1

 

100.0

 

242

 

0.1

 

100.0

 

Consolidated total

 

$

286,988

 

100.0

%

37.9

%

$

297,587

 

100.0

%

35.6

%

$

269,750

 

100.0

%

35.3

%

 

For the three months ended September 28, 2014, June 29, 2014, and September 29, 2013, stock-based compensation was as follows (in thousands):

 

 

 

Three Months Ended

 

 

 

September 28, 2014

 

June 29, 2014

 

September 29, 2013

 

Cost of sales

 

$

1,691

 

$

1,302

 

$

1,248

 

Selling, general and administrative expense

 

4,228

 

3,260

 

3,527

 

Research and development expense

 

2,160

 

1,905

 

2,087

 

Total stock-based compensation expense

 

$

8,079

 

$

6,467

 

$

6,862

 

 



 

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

 

 

 

September 28,
2014

 

June 29, 2014

 

September 29,
2013

 

GAAP Gross profit

 

$

108,798

 

$

105,798

 

$

95,311

 

Adjustments to reconcile GAAP to Non-GAAP gross profit:

 

 

 

 

 

 

 

Accelerated depreciation

 

611

 

509

 

427

 

Non-GAAP gross profit

 

$

109,409

 

$

106,307

 

$

95,738

 

Non-GAAP gross profit-percentage

 

38.1

%

35.7

%

35.5

%

 

Reconciliation of GAAP to Non-GAAP Operating Income:

 

 

 

Three Months Ended

 

 

 

September 28,
2014

 

June 29, 2014

 

September 29,
2013

 

GAAP Operating income

 

$

17,959

 

$

20,651

 

$

16,356

 

Adjustments to reconcile GAAP to Non-GAAP operating income:

 

 

 

 

 

 

 

Accelerated depreciation

 

611

 

509

 

427

 

Costs related to potential merger with Infineon

 

8,261

 

 

 

Amortization of acquisition-related intangible assets

 

1,555

 

1,555

 

1,630

 

Asset impairment, restructuring and other charges

 

499

 

1,597

 

1,402

 

Non-GAAP operating income

 

$

28,885

 

$

24,312

 

$

19,815

 

 



 

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 Income:

 

 

 

Three Months Ended

 

 

 

September 28,
2014

 

June 29, 2014

 

September 29,
2013

 

GAAP Net income

 

$

25,930

 

$

12,949

 

$

8,723

 

Adjustments to reconcile GAAP to Non-GAAP net income:

 

 

 

 

 

 

 

Accelerated depreciation

 

611

 

509

 

427

 

Costs related to potential merger with Infineon

 

8,261

 

 

 

Amortization of acquisition-related intangible assets

 

1,555

 

1,555

 

1,630

 

Asset impairment, restructuring and other charges

 

499

 

1,597

 

1,402

 

Gain on sale of equity security

 

(12,997

)

 

 

Tax expense of discrete items and other tax adjustments

 

482

 

5,319

 

2,962

 

Non-GAAP net income

 

$

24,341

 

$

21,929

 

$

15,144

 

 

 

 

 

 

 

 

 

GAAP net income per common share — basic

 

$

0.36

 

$

0.18

 

$

0.12

 

Non-GAAP adjustments per above

 

(0.02

)

0.13

 

0.09

 

Non-GAAP net income per common share—basic

 

$

0.34

 

$

0.31

 

$

0.21

 

 

 

 

 

 

 

 

 

GAAP net income per common share — diluted

 

$

0.36

 

$

0.18

 

$

0.12

 

Non-GAAP adjustments per above

 

(0.02

)

0.12

 

0.09

 

Non-GAAP net income per common share—diluted

 

$

0.34

 

$

0.30

 

$

0.21

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding—basic

 

71,575

 

71,208

 

70,830

 

Weighted average common shares outstanding—diluted

 

72,973

 

72,874

 

71,664

 

 

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, 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.

 

# # #

 

Company contact:

Investors

Chris Toth

310.252.7731

 

Media

Sian Cummins

310.252.7148