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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

 

þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2015

or

 

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission file number 000-26124

IXYS CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware		77-0140882
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1590 Buckeye Drive

Milpitas, California 95035-7418

(Address of principal executive offices and zip code)

(408) 457-9000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

 

Common stock, par value $0.01 per share		The NASDAQ Global Select Market
(Title of each class)		(Name of each exchange on which registered)

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  þ

Note — Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  þ    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  þ    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated Filer  ¨		Accelerated Filer  þ		Non-accelerated Filer  ¨		Smaller reporting company  ¨
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ¨    No  þ

The aggregate market value of the common stock held by non-affiliates of the registrant, computed by reference to the last sale price on the NASDAQ Global Select Market on September 30, 2014, was approximately $261,281,622. For purpose of this calculation, shares held or controlled by directors and executive officers have been excluded because they may be deemed to be “affiliates.” This determination is used for convenience and is not conclusive for any purpose. The number of shares of the registrant’s Common Stock outstanding as of May 21, 2015 was 31,703,282.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s Proxy Statement relating to its Annual Meeting of Stockholders to follow its fiscal year ended March 31, 2015, to be filed subsequently — Part III of this Annual Report on Form 10-K.

 

 

 

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IXYS CORPORATION

ANNUAL REPORT ON FORM 10-K

FOR THE FISCAL YEAR ENDED MARCH 31, 2015

TABLE OF CONTENTS

 

				Page
		PART I
Item 1.		Business			3
Item 1A.		Risk Factors			12
Item 1B.		Unresolved Staff Comments			27
Item 2.		Properties			27
Item 3.		Legal Proceedings			27
Item 4.		Mine Safety Disclosures			28
		Executive Officers of the Registrant			28
		PART II
Item 5.		Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			28
Item 6.		Selected Financial Data			30
Item 7.		Management’s Discussion and Analysis of Financial Condition and Results of Operations			31
Item 7A.		Quantitative and Qualitative Disclosures About Market Risk			44
Item 8.		Financial Statements and Supplementary Data			46
Item 9.		Changes in and Disagreements with Accountants on Accounting and Financial Disclosure			85
Item 9A.		Controls and Procedures			85
Item 9B.		Other Information			87
		PART III
Item 10.		Directors, Executive Officers and Corporate Governance			87
Item 11.		Executive Compensation			87
Item 12.		Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			87
Item 13.		Certain Relationships and Related Transactions, and Director Independence			87
Item 14.		Principal Accounting Fees and Services			87
		PART IV
Item 15.		Exhibits and Financial Statement Schedules			88

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FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements that include, but are not limited to, statements concerning projected revenues, expenses, gross profit and income and the need for additional capital. These forward-looking statements are based on our current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by us. In some cases, these statements may be identified by terminology, such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of such terms and other comparable expressions. These statements involve known and unknown risks and uncertainties that may cause our results, levels of activity, performance or achievements or our industry to be materially different than those expressed or implied by the forward-looking statements. Factors that may cause or contribute to such differences include, but are not limited to, our ability to compete successfully in our industry, to continue to develop new products on a timely basis, cancellation of customer orders and other factors discussed below and under the caption “Risk Factors” in Item 1A. We disclaim any obligation to update any of the forward-looking statements contained in this report to reflect any future events or developments, except as may be required by law.

PART I

Item 1.    Business

We are a multi-market integrated semiconductor company. We specialize in the development, manufacture and marketing of high performance power semiconductors, advanced mixed-signal integrated circuits, or ICs, application specific integrated circuits, or ASICs, microcontrollers, systems and radio frequency, or RF, power semiconductors.

Our power semiconductors improve system efficiency and reliability by converting electricity at relatively high voltage and current levels into the finely regulated power required by electronic products. We focus on the market for power semiconductors that are capable of processing greater than 200 watts of power.

Our power semiconductor products have historically been divided into two primary categories, power MOS, or metal-oxide-silicon, and power bipolar products. Our power semiconductors are sold as individual units and are also packaged in high power modules that frequently consist of multiple semiconductor die. In our fiscal year ended March 31, 2015, or fiscal 2015, power semiconductors constituted approximately 64.8% of our revenues, which included 26.1% of revenues from power MOS transistors and 37.0% of revenues from bipolar products. References to revenues in this Annual Report on Form 10-K constitute references to net revenues, except where the context otherwise requires.

Our power semiconductor products are used primarily to control electricity in:

 

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power conversion systems, including uninterruptible power supplies, or UPS, and switch-mode power supplies, or SMPS, for applications, such as communications infrastructure, including wireless base stations, network servers and telecommunication switching stations;

 

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motor drives for industrial applications, such as industrial transportation, robotics, automation and process control equipment;

 

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medical electronics for sophisticated applications, such as defibrillators and MRI equipment; and

 

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renewable energy sources, such as wind turbines and solar systems.

We design and sell ICs that have applications in appliances, telecommunications, display, power management and security systems. In fiscal 2015, ICs constituted approximately 28.2% of our revenues.

Our microcontroller semiconductor products are designed for a variety of applications, including consumer electronics, home appliances and security systems. Our mixed-signal ICs are used in telecommunications products, central office switching equipment, customer premises equipment, set top boxes, remote meter reading equipment, security systems, advanced flat displays, medical electronics and defense aerospace systems.

Our systems include laser diode drivers, high voltage pulse generators and modulators, and high power subsystems, sometimes known as stacks, that are principally based on our high power semiconductor devices.

 

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We also design and sell RF power semiconductors that switch electricity at the high rates required by circuitry that generates radio frequencies. Our RF power devices are used in wireless infrastructure, industrial RF applications, medical systems and defense and space electronics. In fiscal 2015, system and RF semiconductors constituted approximately 7.0% of our revenues.

We design our power semiconductor, IC and systems and RF semiconductor products primarily for industrial and business applications, rather than for use in consumer electronics.

In fiscal 2015, our products were used by over 2,500 end customers worldwide. Our major end customers include ABB, Boston Scientific, Emerson, Medtronic, Schneider Electric and Siemens.

We were founded in 1983 and are incorporated in the state of Delaware.

Background

The worldwide demand for electrical energy is currently increasing due to:

 

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proliferation of technology-driven products that require electricity, including computers, telecommunications equipment and the infrastructure to support portable electronics;

 

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increased use of electronic content in traditional products such as airplanes, automobiles and home appliances;

 

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increased use of automation and electrical processes in industry and mass transit systems;

 

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growth of the Internet and mobile telecommunications demand; and

 

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penetration of technology into developing countries.

Not only is demand increasing, but the requirements for electricity are also changing. Electronic products in all markets are becoming increasingly sophisticated, offering more “intelligence” through the use of microprocessors and additional solid-state components. The increasing complexity of such products requires more precisely regulated power and greater power reliability. In addition, the increasing costs of electricity, coupled with governmental regulations and environmental concerns, have caused an increased demand for energy efficiency.

Power semiconductors are used to provide the precisely regulated power required by sophisticated electronic products and equipment and address the growing demand for energy efficiency. In most cases, power semiconductors:

 

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convert, or “rectify,” alternating current, or AC, power delivered by electrical utilities to the direct current, or DC, power that is required by most electronic equipment;

 

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convert DC power at a certain voltage level to DC power at a different voltage level to meet the specific voltage requirement for an application;

 

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invert DC power to high frequency AC power to permit the processing of power through the use of substantially smaller electronic components; or

 

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rectify high frequency AC power from switch-mode power supplies to meet the specific DC voltage and frequency required by an application.

Power semiconductors improve system efficiency and reliability by processing and converting electrical energy into more usable, higher quality power. Specifically, our power semiconductors are used primarily in controlling energy in power conversion systems, including switch-mode power supplies and uninterruptible power supplies, and in motor drive controls. Switch-mode power supplies efficiently convert power to meet the specific voltage requirements of an application, such as communications equipment. Uninterruptible power supplies provide a short-term backup of electricity in the event of power failure. Motor drive controls regulate the voltage, current and frequency of power to a motor.

Our microcontrollers are used to control electronic devices such as remote controllers, motors and user interfaces on appliances. With the growth in telecommunications, data communications and wireless communications, the demand for analog and mixed-signal ICs has grown. Our mixed-signal ICs address the interface between telecommunication and data communication components, both in the central office and in

 

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gateway applications, especially with the increased use of the Internet protocol, or IP. Our RF power semiconductors are used in wireless infrastructure and in other microwave communication applications. Technical advancement in the communication industries is expected, in part, to drive the demand for higher performance semiconductors.

Power Semiconductors

Our power semiconductor products have historically been divided into two primary categories: power MOS transistors and bipolar products. Our power semiconductors are sold separately and are also packaged in high power modules that frequently consist of multiple semiconductor dies. In fiscal 2015, power semiconductors constituted approximately 64.8% of our revenues, which included about 26.1% of revenues from power MOS transistors and about 37.0% of revenues from bipolar products. In fiscal year ended March 31, 2014, or fiscal 2014, power semiconductors constituted approximately 66.3% of our revenues, which included about 25.5% of revenues from power MOS transistors and about 39.1% of revenues from bipolar products. In fiscal year ended March 31, 2013, or fiscal 2013, power semiconductors constituted approximately 71.8% of our revenues, which included about 25.4% of revenues from power MOS transistors and about 44.8% of revenues from bipolar products.

Power MOS Transistors.

Power MOS transistors operate at much greater switching speeds than bipolar transistors, allowing the design of smaller and less costly end products. Power MOS transistors are activated by voltage rather than current, so they require less external circuitry to operate, making them more compatible with IC controls. Power MOS transistors also offer more reliable long term performance and are more rugged than traditional bipolar transistors, permitting them to better withstand adverse operating conditions. Our power MOS transistors consist of power MOSFETs and IGBTs.

 

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Power MOSFETs. A power MOSFET, or metal-oxide-silicon field-effect transistor, is a switch controlled by voltage at the gate. Power MOSFETs are used in combination with passive components to vary the amperage and frequency of electricity by switching on and off at high frequency. Our power MOSFETs are used primarily in power conversion systems and are focused on higher voltage applications ranging from 40 to 4,500 volts.

 

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IGBTs. IGBTs, or insulated-gate bipolar transistors, also are used as switches. IGBTs have achieved many of the advantages of power MOSFETs and of traditional bipolar technology by combining the voltage-controlled switching features of power MOSFETs with the superior conductivity and energy efficiency of bipolar transistors. For a given semiconductor die size, IGBTs can operate at higher currents and voltages, making them more cost-effective devices for high energy applications than power MOSFETs. Since our inception, we have developed IGBTs for high voltage applications. Our current products are focused on voltage applications ranging from 300 volts to 4,500 volts. Our IGBTs are used principally in AC motor drives, power systems and defibrillators.

Bipolar Products.

Bipolar products are also used to process electricity, but are activated by current rather than voltage. Bipolar products are capable of switching electricity at substantially higher power levels than power MOS transistors. However, switching speeds of bipolar products are slower than those of power MOS transistors and, as a result, bipolar products are preferred where very high power is required. Our bipolar products consist of rectifiers and thyristors.

 

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Rectifiers.    Rectifiers convert AC power to DC power and are used primarily in input and output rectification and inverters. Our rectifiers are used in DC and AC motor drives, power supplies, lighting and heating controls and welding equipment. A subset of our rectifier product group is a very fast switching device known as a FRED, or fast recovery epitaxial diode. FREDs limit spikes in voltage across the power switch to reduce power dissipation and electromagnetic interference. Our FREDs are used principally in AC motor drives and power supplies.

 

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Thyristors.    Thyristors are switches that can be turned on by a controlled signal and turned off only when the output current is reduced to zero, which occurs in the flow of AC power. Thyristors are preferred over power MOSFETs and IGBTs in high voltage, low frequency AC applications because their on-state resistance is lower than the on-state resistance of power MOSFETs and IGBTs. Our thyristors are used in motor drives, defibrillators, power supplies, lighting and heating controls.

Integrated Circuits

Our integrated circuits address the demand for analog, mixed-signal and digital interface solutions in communication and other industries and include microcontrollers, mixed-signal application specific ICs, as designed for specific customers and as standard products and power management and control ICs. ICs accounted for 28.2% of our revenues in fiscal 2015, 27.1% of our revenues in fiscal 2014 and 20.7% of our revenues in fiscal 2013.

Microcontrollers.

A microcontroller is a computer-on-a-chip that is optimized to control electronic devices, such as motors and user interfaces on appliances. A microcontroller typically includes a central processing unit, non-volatile program memory, random access memory for data storage and various peripheral capabilities. The microcontroller includes application-specific software provided by the customer and may include specialized peripheral device controllers and internal or external non-volatile memory components to enable the storage and access of additional program software. Our ZigBee^® wireless microcontrollers offer system-on-a-chip, or SoC, solutions useful for home automation, smart energy and remote sensors. These ZigBee^® wireless microcontrollers were acquired through the acquisition of RadioPulse, Inc., or RadioPulse, in May 2015.

Microcontroller devices have been incorporated into a wide variety of products in markets including consumer electronics, home appliances and security systems. Microcontrollers are generally segmented by word length, which is measured in bits ranging from 4-bit through 32-bit architectures. Although 4-bit microcontrollers are relatively inexpensive, they generally lack the minimum performance and features required for product differentiation and are typically used only to produce basic functionality in products. While traditional 16-bit and 32-bit architectures are typically higher performance, they can be too expensive for many high volume embedded control applications. Our microcontroller product lines are focused on 8-bit microcontrollers. Manufacturers will choose the appropriate microcontrollers based on cost, performance and functionality requirements.

Solid-State Relays.

We manufacture solid-state relays, or SSRs, that isolate the low current communication signal from the higher power circuit, while also switching to control the flow of current. Our SSRs, which include high voltage analog components, optocouplers and integrated packages, are utilized principally in telecommunication and video and data communication applications, as well as instrumentation, industrial control and aerospace and automotive applications.

LCAS and DAA integrated products.

A line card access switch, or LCAS, is a solid-state solution for a switching function traditionally performed by electromagnetic devices. Our LCAS products are used in central office switching applications to enable data and voice telephony. Data access arrangements, or DAAs, integrate a number of discrete components and are principally used in analog data communications that interface with telephone network applications. Our Litelink^® products are DAAs for applications such as voice-over IP, wired communication lines and set top boxes.

Application Specific Integrated Circuits.

We design high voltage, analog and mixed-signal ASICs for a variety of applications. Applying our technological expertise in ASICs, we also design and sell application specific standard products. In this regard, we have developed a line of source and gate drivers.

 

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Power Management and Control ICs.

We also make and sell power management and control ICs, such as current regulators, motion controllers, digital power modulators and drivers for power MOSFETs and IGBTs. These ICs typically manage, control or regulate power semiconductors and the circuits and subassemblies that incorporate them.

RF Power Semiconductors

Our RF power devices switch electricity at the high rates necessary to enable the amplification or reception of radio frequencies. Our products include field-effect transistors, or FETs, pseudomorphic-high-electron-mobility transistors, or PHEMTs, Gunn diodes and monolithic microwave integrated circuits, or MMICs. These products are principally gallium arsenide devices, which remain efficient at the high heat and energy levels inherent in RF applications.

Systems and Other Products

We manufacture and sell laser diode drivers, high voltage pulse generators and modulators. We also manufacture and sell high power subsystems, sometimes known as modules or stacks, that are principally based on our high power semiconductor devices.

Products and Applications

Our power semiconductors are used primarily to control electricity in power conversion systems, motor drives and medical electronics. Our ICs are used to interface with telecommunication lines, control power semiconductors and drive medical equipment and displays, as well as offer our customers the ability to integrate peripheral functions such as network connectivity, timers, serial communication, analog-to-digital conversion and display drivers on our micrologic devices. Our RF power semiconductors enable the amplification and reception of radio frequencies in telecommunication, industrial, defense and space applications. The following table summarizes the primary categories of uses for our products, some products used within the categories and some of the applications served within the categories:

 

Category		Our Products		End User Applications
Power Conversion Systems		FRED		SMPS and UPS for:
		IGBT		Wireless base stations
		Module		Internet facilities
		MOSFET		Storage area networks
		Thyristor		RF generators
		Rectifier		Renewable energy systems
		IC Driver		Low-power controllers
		Embedded flash microcontroller		Industrial controllers
		8-bit microcontroller		Battery chargers
Motor Drives		FRED		Automation
		IGBT		Robotics
		Module		Process control equipment
		MOSFET		Machine tools
		Thyristor		Electric trains
		IC driver		Fans
		Solid state relay
		8-bit microcontroller
Medical Electronics		IGBT		Defibrillators
		MOSFET		Medical imaging devices
		Thyristor		Laser power supplies
		IC		Ultrasound
		GaAs FET
		ZigBee® wireless microcontrollers

 

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Category		Our Products		End User Applications
Telecommunications		SSR		Point-of-sale terminals
		MOSFET		Modems
		LCAS		Set top boxes
		GaAs FET		Wireless base stations
		DAA		Central office
		8-bit microcontroller		Security systems
		Serial communication controller		Telephone switches/PBX
Consumer Products		Display driver IC		Remote Controllers
		8-bit microcontroller		Appliances
		Embedded flash microcontroller		Displays
		ZigBee® wireless microcontrollers

We also sell our power semiconductor chips to other power semiconductor companies for use in their modules.

Sales and Marketing

We sell our products through a worldwide selling organization that includes direct sales personnel, independent representatives and distributors. As of March 31, 2015, we employed 73 people in sales, marketing and customer support and used 34 sales representative organizations and 12 distributors in the Americas and 137 sales representative organizations and distributors in the rest of the world. Sales to distributors accounted for approximately 55.6% of net revenues in fiscal 2015, 56.8% of net revenues in fiscal 2014 and 57.4% of net revenues in fiscal 2013. One distributor, Allied Group (Hong Kong), accounted for 10.2%, 10.8% and 10.3% of net revenues in fiscal 2015, 2014 and 2013, respectively. Another distributor, Future Electronics, accounted for 10.5% and 13.2% of net revenues in fiscal 2015 and 2013, respectively.

In fiscal 2015, United States sales represented approximately 25.2%, and international sales represented approximately 74.8%, of our net revenues. Of our international sales in fiscal 2015, approximately 39.5% were derived from sales in Europe and the Middle East, approximately 56.4% were derived from sales in the Asia Pacific region and approximately 4.1% were derived from sales in India and the rest of the world. For financial information about geographic areas for each of our last three fiscal years, see Note 15, “Segment and Geographic Information” in the Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K, which information is incorporated by reference into this Item 1. For a discussion of the risks attendant to our foreign operations, see Item 1A, “Risk Factors-Our international operations expose us to material risks,” which information is incorporated by reference into this Item 1.

We market our products through advertisements, technical articles and press releases that appear regularly in a variety of trade publications, as well as through the dissemination of brochures, data sheets and technical manuals. We also have a presence on the Internet through a worldwide web page that enables engineers to access and download technical information and data sheets.

Research and Development

We believe that we successfully compete in our markets, in part because of our ability to design, develop and introduce new products offering technological improvements to the market on a timely basis. While the time from initiation of design to volume production of new semiconductors often takes 18 months or longer, our power semiconductors typically have a product life of several years. Our research and development expenses were approximately $26.7 million in fiscal 2015, $30.9 million in fiscal 2014 and $28.0 million in fiscal 2013. As of March 31, 2015, we employed 128 people in engineering and research and development activities.

We are engaged in ongoing research and development efforts focused on enhancements to existing products and the development of new products. Currently, we are pursuing research and development projects with respect to:

 

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developing new power semiconductors and ICs for medical applications;

 

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increasing the operating range of our MOS and bipolar products;

 

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increasing the operating range of our power diodes and rectifier products;

 

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developing new gallium arsenide and gallium nitride amplifiers and MMICs;

 

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developing new high voltage LED drivers;

 

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developing higher power IGBT, thyristor and rectifier modules;

 

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developing hybrids and modules with silicon carbide devices;

 

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developing power solid-state relays;

 

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developing high voltage integrated circuits, or HVICs, and optically isolated drivers for power management;

 

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developing high current MOSFETs and IGBTs for power supplies, generators, automotive and portable equipment markets;

 

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developing module products for automotive markets;

 

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developing module products for electric trains, solar inverters and wind power generators;

 

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developing stacks and subsystems for renewable energy markets;

 

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developing ICs for telecommunications and flexible displays;

 

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developing solar-powered battery charging devices, products and circuits;

 

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developing 8-bit and 16-bit embedded flash-based microcontrollers;

 

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developing ICs for radio frequency identification, or RFID, tags and RFID tags evaluation boards;

 

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developing SoCs with embedded microcontrollers, or MCUs, and ZigBee® wireless connectivity for Internet of Things applications;

 

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developing software tools for our 8-bit and MCUs;

 

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developing pulse drivers for lasers; and

 

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developing application-specific modules for defibrillators.

Research and development activities are conducted in collaboration with manufacturing activities to help expedite new products from the development phase to manufacturing and to more quickly implement new process technologies. From time to time, our research and development efforts have included participation in technology collaborations with universities and research institutions.

Patents and Other Intellectual Property Rights

As of March 31, 2015, we held 386 issued patents, of which 351 were issued in the U.S. and 35 were issued in international jurisdictions. We rely on a combination of patent rights, copyrights and trade secrets to protect the proprietary elements of our products. Our policy is to file patent applications to protect technology, inventions and improvements that are important to our business. We also seek to protect our trade secrets and proprietary technology, in part through confidentiality agreements with employees, consultants and other parties. While we believe that our intellectual property rights are valuable, we also believe that other factors, such as innovative skills, technical expertise, the ability to adapt quickly to evolving customer requirements and new technologies, product support and customer relations, are of greater competitive significance.

Manufacturing and Facilities

The production of our products is a highly complex and precise process. We manufacture our products in our own manufacturing facilities, utilize external wafer foundries and subcontract assembly facilities. We divide our manufacturing operations into three key areas: wafer fabrication, assembly and test.

Wafer Fabrication.

The first step in our manufacturing process for our power semiconductors is the deposition of a layer of epitaxy on the substrates we purchase from third parties. This deposition occurs at external facilities and at our facility in Santa Clara, California. The substrates are then sent for fabrication.

 

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We have four facilities which perform fabrication. We own an approximately 170,000 square-foot facility in Lampertheim, Germany, where we fabricate bipolar products, and an approximately 83,000 square-foot facility in Beverly, Massachusetts, capable of manufacturing HVICs. We also lease an approximately 30,000 square-foot facility in Fremont, California, where we manufacture gallium arsenide RF power semiconductors, and an approximately 100,000 square-foot facility in Chippenham, England, where we fabricate very high power bipolar devices. We believe that our internal fabrication capabilities enable us to more quickly bring products to the market, retain certain proprietary aspects of our process technology and develop new innovations.

In addition to maintaining our own fabrication facilities, we have established alliances with selected foundries for wafer fabrication. This approach allows us to reduce substantial capital spending and manufacturing overhead expenses, obtain competitive pricing and technologies and expand manufacturing capacity more rapidly than could be achieved with internal foundries alone. In some cases, we retain the flexibility to shift the production of our products to different or additional foundries for cost or performance reasons. Our product designs enable the production of our devices at multiple foundries using well-established and cost-effective processes.

Measured in dollars, we relied on external foundries for approximately 46.0% of our wafer fabrication requirements in fiscal 2015. We have arrangements with a number of external wafer foundries, both for power semiconductors and ICs. We provide our foundries forecasts for wafer fabrication six months in advance and make firm purchase commitments one to two months in advance of delivery.

Wafer fabrication of power semiconductors generally employs process technology and equipment already proven in IC manufacturing. Power semiconductors are manufactured using fabrication equipment that is one or more generations behind the equipment used to fabricate leading-edge ICs. Used fabrication equipment can be obtained at prices substantially less than the original cost of such equipment or the cost of current equipment applying the latest technology. Consequently, the fabrication of power semiconductors is less capital intensive than the fabrication of leading-edge ICs.

For a discussion of risks attendant to our use of external foundries, see “Risk Factors-We depend on external foundries to manufacture many of our products,” provided in Item 1A of this Annual Report on Form 10-K, which information is incorporated by reference into this Item 1. For a discussion of risks attendant to our acquisition of substrates prior to wafer fabrication, see “Risk Factors-We depend upon a limited number of suppliers for our substrates, most of whom we do not have long term agreements with,” provided in Item 1A of this Annual Report on Form 10-K, which information is incorporated by reference into this Item 1. For a discussion of environmental risks attendant to our business, see “Risk Factors-We may be affected by environmental laws and regulations,” provided in Item 1A of this Annual Report on Form 10-K, which information is incorporated by reference into this Item 1.

Assembly.

Packaging, or assembly, refers to the sequence of production steps that divide the wafer into individual chips and enclose the chips in external structures, called packages, which make them useable in a circuit. Manufacturing typically involves the assembly and packaging of single semiconductor, or die, devices. Module manufacturing involves the assembly of multiple devices within a single package. SSR products involve multiple chip assembly on a specialized lead frame. The resulting packages vary in configuration, but all have leads that are used to mount the package through holes in the customer’s printed circuit boards.

Most of our wafers are sent to subcontract assembly facilities. We use assembly subcontractors located in Asia and Europe in order to take advantage of low assembly costs. Measured in dollars, approximately 70.4% of our products were, during fiscal 2015, assembled at external assembly facilities, and the rest were assembled in our Lampertheim, Chippenham and Fremont facilities.

Test.

Generally, each die on our wafers is electrically tested for performance after wafer fabrication. Following assembly, our products undergo testing and final inspection, either internally or externally, prior to shipment to customers. Our test operations are performed by subcontractors located throughout Asia and at our facilities in the United States and Europe.

 

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Competition

The semiconductor industry is intensely competitive and is characterized by price competition, technological change, limited fabrication capacity, international competition and manufacturing yield problems. The competitive factors in the market for our products include:

 

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price;

 

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proper new product definition;

 

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product quality, reliability and performance;

 

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product features;

 

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timely delivery of products;

 

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breadth of product line;

 

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design and introduction of new products;

 

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market acceptance of our products and those of our customers;

 

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support tools;

 

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familiarity with micrologic architecture;

 

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existing customer investment in system software based on a particular architecture; and

 

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technical support and service.

Regarding these factors, we view our competitive advantage as an ability to respond quickly to customer requests for new product development. On the other hand, we rarely consider our company to be among the most aggressive in pricing. We believe that we are one of a limited group of companies focused on the development and marketing of high power, high performance semiconductors capable of performing all of the basic functions of power semiconductor design and manufacture. Our primary power semiconductor competitors include Fairchild Semiconductor, Fuji, Hitachi, Infineon, Microsemi, Mitsubishi, On Semiconductor, Powerex, Renesas Electronics, Semikron International, STMicroelectronics, Toshiba and Vishay Intertechnology. Our IC products compete principally with those of Atmel, Cypress Semiconductor, Freescale Semiconductor, Microchip, NEC, Renesas Electronics and Silicon Labs. Our RF power semiconductor competitors include Microsemi and Qorvo.

Backlog

Backlog is influenced by several factors including market demand, pricing and customer order patterns in reaction to product lead times. In the semiconductor industry, backlog quantities and shipment schedules under outstanding purchase orders are frequently revised to reflect changes in customer needs. Purchase orders or agreements calling for the sale of specific quantities are either contractually subject to quantity revisions or, as a matter of industry practice, often not enforced. Therefore, a significant portion of our order backlog may be cancelable. For these reasons, the amount of backlog as of any particular date may not be an accurate indicator of future results. At March 31, 2015, our backlog of orders was approximately $91.5 million as compared to $101.7 million at March 31, 2014. Backlog represents existing customer orders that, by their terms, are expected to be shipped within the 12 months following March 31, 2015.

Our trade sales are made primarily pursuant to standard purchase orders that are booked months in advance of delivery. Generally, prices and quantities are fixed at the time of booking.

We sell products to key customers pursuant to contracts that allow us to schedule production capacity in advance and allow the customers to manage their inventory levels consistent with just-in-time principles while shortening the cycle times required to produce ordered product. However, these contracts are typically amended to reflect changes in customer demand and periodic price renegotiations.

Employees

At March 31, 2015, we employed 958 employees, of whom 128 were primarily engaged in engineering and research and development activities, 73 in marketing, sales and customer support, 678 in manufacturing and 79 in administration and finance. Of these employees, 205 hold engineering or science degrees, including 31 Ph.D.s.

 

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Certain employees at our Lampertheim and Chippenham facilities are subject to collective bargaining agreements. There have been no work stoppages at any of our facilities to date. We believe that our employee relations are good.

Seasonality

Over the years, we have experienced a pattern, although not consistently, in our September and December quarters of reduced revenues or reduced growth in revenues from quarter to sequential quarter because of summer vacation and year-end holiday schedules in our and our customers’ facilities, particularly in our European operations.

Available Information

We currently make available, through our website at http://www.ixys.com, free of charge, copies of our Annual Report on Form 10-K, our quarterly reports on Form 10-Q and our current reports on Form 8-K, and amendments to those reports, as soon as reasonably practicable after submitting the information to the Securities and Exchange Commission, or SEC. None of the information posted on or accessible through our website is incorporated by reference into this Annual Report on Form 10-K by virtue thereof. You can also request free copies of such documents by contacting us at 408-457-9000 or by sending an e-mail to investorrelations@ixys.net.

Item 1A.    Risk Factors

In addition to the other information in this Annual Report on Form 10-K, the following risk factors should be considered carefully in evaluating our business and us. Additional risks not presently known to us or that we currently believe are not serious may also impair our business and its financial condition.

Our operating results fluctuate significantly because of a number of factors, many of which are beyond our control.

Given the nature of the markets in which we participate, as well as macroeconomic uncertainties, we cannot reliably predict future revenues and profitability and unexpected changes may cause us to adjust our operations. Large portions of our costs are fixed, due in part to our significant sales, research and development and manufacturing costs. Thus, small declines in revenues could seriously negatively affect our operating results in any given quarter. Our operating results may fluctuate significantly from quarter-to-quarter and year-to-year. For example, from fiscal 2008 to fiscal 2009, net income in one year shifted to net loss in the next year. Some of the factors that may affect our quarterly and annual results are:

 

•

changes in business and economic conditions, including a downturn in demand or decrease in the rate of growth in demand, whether in the global economy, a regional economy or the semiconductor industry;

 

•

changes in consumer and business confidence caused by changes in market conditions, potentially including changes in the credit markets, or changes in currency exchange rates, expectations for inflation or energy prices;

 

•

the reduction, rescheduling or cancellation of orders by customers;

 

•

fluctuations in timing and amount of customer requests for product shipments;

 

•

changes in the mix of products that our customers purchase;

 

•

changes in the level of customers’ component inventories;

 

•

loss of key customers;

 

•

the availability of production capacity, whether internally or from external suppliers;

 

•

the cyclical nature of the semiconductor industry;

 

•

competitive pressures on selling prices;

 

•

strategic actions taken by our competitors;

 

•

market acceptance of our products and the products of our customers;

 

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•

fluctuations in our manufacturing yields and significant yield losses;

 

•

difficulties in forecasting demand for our products and the planning and managing of inventory levels;

 

•

the availability of raw materials, supplies and manufacturing services from third parties;

 

•

the amount and timing of investments in research and development;

 

•

damage awards or injunctions as the result of litigation;

 

•

changes in our product distribution channels and the timeliness of receipt of distributor resale information;

 

•

the impact of vacation schedules and holidays, largely during the second and third quarters of our fiscal year; and

 

•

the amount and timing of costs associated with product returns.

As a result of these factors, many of which are difficult to control or predict, as well as the other risk factors discussed in this Annual Report on Form 10-K, we may experience materially adverse fluctuations in our future operating results on a quarterly or annual basis. Changes in demand for our products and in our customers’ product needs could have a variety of negative effects on our competitive position and our financial results, and, in certain cases, may reduce our revenues, increase our costs, lower our gross margin percentage or require us to recognize impairments of our assets. If product demand declines, our manufacturing or assembly and test capacity could be underutilized and we may be required to record an impairment on our long-lived assets, including facilities and equipment as well as intangible assets and goodwill, which would increase our expenses. Factory planning decisions may also shorten the useful lives of long-lived assets, including facilities and equipment, and cause us to accelerate depreciation. In addition, if product demand declines or we fail to forecast demand accurately, we could be required to write off inventory or record underutilization charges, which would have a negative impact on our gross margin.

We may not be successful in our acquisitions.

We have in the past made, and may in the future make, acquisitions of other technologies and companies. These acquisitions involve numerous risks, including:

 

•

failure to retain key personnel of the acquired business;

 

•

diversion of management’s attention during the acquisition process;

 

•

disruption of our ongoing business;

 

•

the potential strain on our financial and managerial controls and reporting systems and procedures;

 

•

unanticipated expenses and potential delays related to integration of an acquired business;

 

•

the risk that we will be unable to develop or exploit acquired technologies;

 

•

the engineering risks inherent in transferring products from one wafer fabrication facility to another;

 

•

failure to successfully integrate the operations of an acquired business with our own;

 

•

the challenges in achieving strategic objectives, cost savings and other benefits from acquisitions;

 

•

the risk that our markets do not evolve as anticipated and that the technologies acquired do not prove to be those needed to be successful in those markets;

 

•

the risks of entering new markets in which we have limited experience;

 

•

difficulties in expanding our information technology systems or integrating disparate information technology systems to accommodate the acquired businesses;

 

•

the challenges inherent in managing an increased number of employees and facilities and the need to implement appropriate policies, benefits and compliance programs;

 

•

customer dissatisfaction or performance problems with an acquired company’s products or personnel or with altered sales terms or a changed distribution channel;

 

•

adverse effects on our relationships with suppliers;

 

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•

the reduction in financial stability associated with the incurrence of debt or the use of a substantial portion of our available cash;

 

•

the costs associated with acquisitions, including amortization expenses related to intangible assets, and the integration of acquired operations; and

 

•

assumption of known or unknown liabilities or other unanticipated events or circumstances.

We cannot assure that we will be able to successfully acquire other businesses or product lines or integrate them into our operations without substantial expense, delay in implementation or other operational or financial problems.

As a result of an acquisition, our financial results may differ from the investment community’s expectations in a given quarter. Further, if one or more of the foregoing risks materialize or market conditions or other factors lead us to change our strategic direction, we may not realize the expected value from such transactions. If we do not realize the expected benefits or synergies of such transactions, our consolidated financial position, results of operations, cash flows or stock price could be negatively impacted.

Our backlog may not result in future revenues.

Customer orders typically can be cancelled or rescheduled by the customer without penalty to the customer. Cancellations or reschedulings are common in periods of decreasing demand. Further, in periods of increasing demand, particularly when production is allocated or delivery delayed, customers of semiconductor companies have on occasion placed orders without expectation of accepting delivery to increase their share of allocated product or in an effort to improve the timeliness of delivery. While we are attuned to the potential for such behavior and attempt to identify such orders, we could accept orders of this nature and subsequently experience order cancellation unexpectedly.

Our backlog at any particular date is not necessarily indicative of actual revenues for any succeeding period. A reduction of backlog during any particular period, or the failure of our backlog to result in future revenues, could harm our results of operations.

Fluctuations in the mix of products sold may adversely affect our financial results.

Changes in the mix and types of products sold may have a substantial impact on our revenues and gross profit margins. In addition, more recently introduced products tend to have higher associated costs because of initial overall development costs and higher start-up costs. Fluctuations in the mix and types of our products may also affect the extent to which we are able to recover our fixed costs and investments that are associated with a particular product or wafer foundry, and, as a result, can negatively impact our financial results.

Our international operations expose us to material risks.

For the fiscal year ended March 31, 2015, our net revenues by region were approximately 25.2% in the United States, approximately 29.6% in Europe and the Middle East, approximately 42.2% in the Asia Pacific region and approximately 3.0% in India and the rest of the world. We expect revenues from foreign markets to continue to represent a majority of total net revenues. We maintain significant business operations in Germany, the United Kingdom and the Philippines and work with subcontractors, suppliers and manufacturers in South Korea, Japan, the Philippines and elsewhere in Europe and the Asia Pacific region. Some of the risks inherent in doing business internationally are:

 

•

foreign currency fluctuations, particularly in the Euro and the British pound;

 

•

longer payment cycles;

 

•

challenges in collecting accounts receivable;

 

•

changes in the laws, regulations or policies of the countries in which we manufacture or sell our products;

 

•

trade restrictions;

 

•

cultural and language differences;

 

•

employment regulations;

 

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•

limited infrastructure in emerging markets;

 

•

transportation delays;

 

•

seasonal reduction in business activities;

 

•

work stoppages;

 

•

labor and union disputes;

 

•

electrical outages;

 

•

terrorist attack or war; and

 

•

economic or political instability.

Our sales of products manufactured in our Lampertheim, Germany facility and our costs at that facility are primarily denominated in Euros, and sales of products manufactured in our Chippenham, U.K. facility and our costs at that facility are primarily denominated in British pounds. Fluctuations in the value of the Euro and the British pound against the U.S. dollar could have a significant adverse impact on our balance sheet and results of operations. We generally do not enter into foreign currency hedging transactions to control or minimize these risks. Reductions in the value of the Euro or British pound would reduce our revenues recognized in U.S. dollars, all other things being equal. Increases in the value of the Euro or the British pound could cause or increase losses associated with changes in exchange rates for foreign currency transactions. Fluctuations in currency exchange rates could cause our products to become more expensive to customers in a particular country, leading to a reduction in sales or profitability in that country. Alternatively, fluctuations in currency exchange rates in the face of competitive pricing pressures could lead to lower gross profit margins, as customer prices in one currency fall relative to costs of production experienced in a different currency. If we expand our international operations or change our pricing practices to denominate prices in other foreign currencies, we could be exposed to even greater risks of currency fluctuations.

Our financial performance is dependent on economic stability and credit availability in international markets. Actions by governments to address deficits or sovereign or bank debt issues, particularly in Europe, could adversely affect gross domestic product or currency exchange rates in countries where we operate, which in turn could adversely affect our financial results. If our customers or suppliers are unable to obtain the credit necessary to fund their operations, we could experience increased bad debts, reduced product orders and interruptions in supplier deliveries leading to delays or stoppages in our production. Alternatively, actions in emerging markets, such as China, to limit inflation or to address asset or other “bubbles” could also adversely affect gross domestic product or the growth thereof, and result in reduced product orders or increased bad debt expense for us.

In addition, the laws of certain foreign countries may not protect our products or intellectual property rights to the same extent as do U.S. laws. Therefore, the risk of piracy of our technology and products may be greater when we manufacture or sell our products in certain foreign countries.

Our efforts to increase our prices for some products will result in reduced revenues from some customers and may result in lower gross profits and in restructuring charges.

We have informed a number of our OEM customers that we are increasing prices to levels that will provide us with more acceptable gross margins. Increased pricing has led to the cancellation or reduction of existing orders and will lead to a reduction in new orders and, therefore, to reduced revenues from these customers. If the business remaining with these customers after the price increases results in lower gross profits, our results of operations could be materially adversely affected. If the reduced or cancelled orders from these customers cannot be substantially replaced, we may undertake a reduction in force, close a production line or take other operational steps, any of which could result in restructuring charges that would materially adversely affect our results of operations.

 

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The semiconductor industry is cyclical, and an industry downturn could adversely affect our operating results.

Business conditions in the semiconductor industry may rapidly change from periods of strong demand and insufficient production to periods of weakened demand and overcapacity. The industry in general is characterized by:

 

•

changes in product mix in response to changes in demand;

 

•

alternating periods of overcapacity and production shortages, including shortages of raw materials supplies and manufacturing services;

 

•

cyclical demand for semiconductors;

 

•

significant price erosion;

 

•

variations in manufacturing costs and yields;

 

•

rapid technological change and the introduction of new products; and

 

•

significant expenditures for capital equipment and product development.

These factors could harm our business and cause our operating results to suffer.

Our dependence on subcontractors to assemble and test our products subjects us to a number of risks, including an inadequate supply of products and higher materials costs.

We depend on subcontractors for the assembly and testing of our products. The substantial majority of our products are assembled by subcontractors located outside of the United States. Assembly subcontractors generally work on narrow margins and have limited capital. We have encountered assembly subcontractors who have ceased or reduced production because of financial problems. We engage assembly subcontractors who operate while in insolvency proceedings or whose financial stability is uncertain. The unexpected cessation of production or reduction in production by one or more of our assembly subcontractors could adversely affect our production, our customer relations, our revenues and our financial condition. Our reliance on these subcontractors also involves the following significant risks:

 

•

reduced control over delivery schedules and quality;

 

•

the potential lack of adequate capacity during periods of excess demand;

 

•

difficulties selecting and integrating new subcontractors;

 

•

limited or no warranties by subcontractors or other vendors on products supplied to us;

 

•

potential increases in prices due to capacity shortages and other factors;

 

•

potential misappropriation of our intellectual property; and

 

•

economic or political instability in foreign countries.

These risks may lead to delayed product delivery or increased costs, which would harm our profitability and customer relationships.

Further, we use only a limited number of subcontractors to assemble most of our products. If one or more of these key subcontractors experience financial, operational, production or quality assurance difficulties, we could experience a significant reduction or interruption in supply. Although we believe alternative subcontractors are available, our operating results could temporarily suffer until we engage one or more of those alternative subcontractors. Moreover, in engaging alternative subcontractors in exigent circumstances, our production costs could increase markedly.

We depend on external foundries to manufacture many of our products.

Of our net revenues for our fiscal year ended March 31, 2015, 46.0% came from wafers manufactured for us by a number of external foundries. In particular, the wafers for all of our microcontrollers are fabricated at external foundries. Our dependence on external foundries may grow.

 

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Our relationships with our external foundries do not guarantee prices, delivery or lead times or wafer or product quantities sufficient to satisfy current or expected demand. Generally, these foundries manufacture our products on a purchase order basis. We provide these foundries with rolling forecasts of our production requirements. However, the ability of each foundry to provide wafers to us is limited by the foundry’s available capacity. At any given time, these foundries could choose to prioritize capacity for their own use or other customers or reduce or eliminate deliveries to us. If growth in demand for our products occurs, our external foundries may be unable or unwilling to allocate additional capacity to our needs, thereby limiting our revenue growth. Accordingly, we cannot be certain that these foundries will allocate sufficient capacity to satisfy our requirements. In addition, we cannot be certain that we will continue to do business with these or other foundries on terms as favorable as our current terms. If we are not able to obtain foundry capacity as required, our relationships with our customers could be harmed, we could be unable to fulfill contractual requirements and our revenues could be reduced or our growth limited. Moreover, even if we are able to secure foundry capacity, we may be required, either contractually or as a practical business matter, to utilize all of that capacity or incur penalties or an adverse effect to the business relationship. The costs related to maintaining foundry capacity could be expensive and could harm our operating results. Other risks associated with our reliance on external foundries include:

 

•

the lack of control over delivery schedules;

 

•

the unavailability of, or delays in obtaining access to, key process technologies;

 

•

limited control over quality assurance, manufacturing yields and production costs; and

 

•

potential misappropriation of our intellectual property.

Our requirements typically represent a small portion of the total production of the external foundries that manufacture our wafers and products. One or more of these external foundries may not continue to produce wafers for us or continue to advance the process design technologies on which the manufacturing of our products is based. If we are required to transition production from one foundry to another, we may make large last-time buys of product at the foundry that we are exiting, which could eventually result in substantial inventory write-offs if semiconductors are not sold or utilized. These circumstances could harm our ability to deliver our products or increase our costs.

Our gross margin is dependent on a number of factors, including our level of capacity utilization.

Semiconductor manufacturing requires significant capital investment, leading to high fixed costs, including depreciation expense. We are limited in our ability to reduce fixed costs quickly in response to any shortfall in revenues. If we are unable to utilize our manufacturing, assembly and testing facilities at a high level, the fixed costs associated with these facilities will not be fully absorbed, resulting in lower gross margins. Increased competition and other factors may lead to price erosion, lower revenues and lower gross margins for us in the future.

Our success depends on our ability to manufacture our products efficiently.

We manufacture our products in facilities that are owned and operated by us, as well as in external wafer foundries and subcontract assembly facilities. The fabrication of semiconductors is a highly complex and precise process, and a substantial percentage of wafers could be rejected or numerous dies on each wafer could be nonfunctional as a result of, among other factors:

 

•

contaminants in the manufacturing environment;

 

•

defects in the masks used to print circuits on a wafer;

 

•

manufacturing equipment failure; or

 

•

wafer breakage.

For these and other reasons, we could experience a decrease in manufacturing yields. Additionally, if we increase our manufacturing output, the additional demands placed on existing equipment and personnel or the addition of new equipment or personnel may lead to a decrease in manufacturing yields. As a result, we may not be able to cost-effectively expand our production capacity in a timely manner.

 

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We order materials and commence production in advance of anticipated customer demand. Therefore, revenue shortfalls may also result in inventory write-downs.

We typically plan our production and inventory levels based on our own expectations for customer demand. Actual customer demand, however, can be highly unpredictable and can fluctuate significantly. In response to anticipated long lead times to obtain inventory and materials, we order materials and production in advance of customer demand. This advance ordering and production may result in excess inventory levels or unanticipated inventory write-downs if expected orders fail to materialize. For example, additional inventory write-downs occurred in the quarter ended March 31, 2009.

Semiconductors for inclusion in consumer products have shorter product life cycles.

We believe that consumer products are subject to shorter product life cycles, because of technological change, consumer preferences, trendiness and other factors, than other types of products sold by our customers. Shorter product life cycles result in more frequent design competitions for the inclusion of semiconductors in next generation consumer products, which may not result in design wins for us. Shorter product life cycles may lead to more frequent circumstances where sales of existing products are reduced or ended.

Uncertain global macroeconomic conditions could adversely affect our results of operations and financial condition.

Uncertain global macroeconomic conditions that affect the economy and the economic outlook of the United States, Europe and other parts of the world could adversely affect our customers and vendors, which could adversely affect our results of operations and financial condition. These uncertainties, including, among other things, sovereign and foreign bank debt levels, the inability of national or international political institutions to effectively resolve economic or budgetary crises or issues, consumer confidence, unemployment levels, interest rates, availability of capital, fuel and energy costs, tax rates, and the threat or outbreak of terrorism or public unrest, could adversely impact our customers and vendors, which could adversely affect us. Recessionary conditions and depressed levels of consumer and commercial spending may cause customers to reduce, modify, delay or cancel plans to purchase our products and may cause vendors to reduce their output or change their terms of sales. We generally sell products to customers with credit payment terms. If customers’ cash flow or operating or financial performance deteriorates, or if they are unable to make scheduled payments or obtain credit, they may not be able to pay, or may delay payment to us. Likewise, for similar reasons vendors may restrict credit or impose different payment terms. Any inability of current or potential customers to pay us for our products or any demands by vendors for different payment terms may adversely affect our results of operations and financial condition.

Approximately 29.0% of our total consolidated net sales for the fiscal year ended March 31, 2015 were derived from Europe. There have been continuing concerns and uncertainties about the state of the European economies and Europe’s political institutions. Continued difficult or declining economic conditions in Europe may adversely affect our operations in Europe by adversely affecting our European customers and vendors in the ways described above. Additionally, the inability of Europe’s political institutions to deal effectively with actual or perceived debt, currency or budget crises could increase economic uncertainty in Europe, and globally, and may have an adverse effect on our customers’ cash flow or operating performance. Further, debt or budget crises in European countries may lead to reductions in government spending in certain countries or higher income or corporate taxes, which could depress spending overall. Our results of operations and financial condition could be adversely affected by any of these events.

Our debt agreements contain certain restrictions that may limit our ability to operate our business.

The agreements governing our debt contain, and any other future debt agreement we enter into may contain, restrictive covenants that limit our ability to operate our business, including, in each case subject to certain exceptions, restrictions on our ability to:

 

•

incur additional indebtedness;

 

•

grant liens;

 

•

consolidate, merge or sell our assets, unless specified conditions are met;

 

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•

acquire other business organizations;

 

•

make investments;

 

•

redeem or repurchase our stock; and

 

•

change the nature of our business.

In addition, our debt agreements contain financial covenants and additional affirmative and negative covenants. Our ability to comply with these covenants is dependent on our future performance, which will be subject to many factors, some of which are beyond our control, including prevailing economic conditions. If we are not able to comply with all of these covenants for any reason, some or all of our outstanding debt could become immediately due and payable and the incurrence of additional debt under the credit facilities provided by the debt agreements would not be allowed. If our cash is utilized to repay any outstanding debt, depending on the amount of debt outstanding, we could experience an immediate and significant reduction in working capital available to operate our business.

As a result of these covenants, our ability to respond to changes in business and economic conditions and to obtain additional financing, if needed, may be significantly restricted, and we may be prevented from engaging in transactions that might otherwise be beneficial to us, such as strategic acquisitions or joint ventures.

Our revolving line of credit with Bank of the West, or BOTW, expires November 30, 2015. We may not be able to renew the line of credit for a similar principal amount, on other terms that are as favorable as the current terms or on any terms at all.

We estimate tax liabilities, the final determination of which is subject to review by domestic and international taxation authorities.

We are subject to income taxes and other taxes in both the United States and foreign jurisdictions in which we currently operate or have historically operated. We are also subject to review and audit by both domestic and foreign taxation authorities. The determination of our worldwide provision for income taxes and current and deferred tax assets and liabilities requires significant judgment and estimation. The provision for income taxes can be adversely affected by a variety of factors, including but not limited to changes in tax laws, regulations and accounting principles, including accounting for uncertain tax positions, or interpretation of those changes. Significant judgment is required to determine the recognition and measurement attributes prescribed in the authoritative guidance issued by Financial Accounting Standards Board, or FASB, in connection with accounting for income taxes. Although we believe our tax estimates are reasonable, the ultimate tax outcome may materially differ from the tax amounts recorded in our consolidated financial statements and may materially affect our income tax provision, net income, goodwill or cash flows in the period or periods for which such determination is made.

Our intellectual property revenues are uncertain and unpredictable in timing and amount.

We are unable to discern a pattern in or otherwise predict the amount of any payments for the sale or licensing of intellectual property that we may receive. Consequently, we are unable to plan on the timing of intellectual property revenues and our results of operations may be adversely affected by a reduction in the amount of intellectual property revenues.

Our markets are subject to technological change and our success depends on our ability to develop and introduce new products.

The markets for our products are characterized by:

 

•

changing technologies;

 

•

changing customer needs;

 

•

frequent new product introductions and enhancements;

 

•

increased integration with other functions; and

 

•

product obsolescence.

 

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To develop new products for our target markets, we must develop, gain access to and use leading technologies in a cost-effective and timely manner and continue to expand our technical and design expertise. Failure to do so could cause us to lose our competitive position and seriously impact our future revenues.

Products or technologies developed by others may render our products or technologies obsolete or non-competitive. A fundamental shift in technologies in our product markets would have a material adverse effect on our competitive position within the industry.

Our revenues are dependent upon our products being designed into our customers’ products.

Many of our products are incorporated into customers’ products or systems at the design stage. The value of any design win largely depends upon the customer’s decision to manufacture the designed product in production quantities, the commercial success of the customer’s product and the extent to which the design of the customer’s electronic system also accommodates incorporation of components manufactured by our competitors. In addition, our customers could subsequently redesign their products or systems so that they no longer require our products. The development of the next generation of products by our customers generally results in new design competitions for semiconductors, which may not result in design wins for us, potentially leading to reduced revenues and profitability. We may not achieve design wins or our design wins may not result in future revenues.

We could be harmed by intellectual property litigation.

As a general matter, the semiconductor industry is characterized by substantial litigation regarding patent and other intellectual property rights. We have been sued for purported patent infringement and have been accused of infringing the intellectual property rights of third parties. We also have certain indemnification obligations to customers and suppliers with respect to the infringement of third party intellectual property rights by our products. We could incur substantial costs defending ourselves and our customers and suppliers from any such claim. Infringement claims or claims for indemnification, whether or not proven to be true, may divert the efforts and attention of our management and technical personnel from our core business operations and could otherwise harm our business. For example, in June 2000, we were sued for patent infringement by International Rectifier Corporation. The case was ultimately resolved in our favor, but not until October 2008. In the interim, the U.S. District Court entered multimillion dollar judgments against us on two different occasions, each of which was subsequently vacated.

In the event of an adverse outcome in any intellectual property litigation, we could be required to pay substantial damages, cease the development, manufacturing, use and sale of infringing products, discontinue the use of certain processes or obtain a license from the third party claiming infringement with royalty payment obligations upon us. An adverse outcome in an infringement action could materially and adversely affect our financial condition, results of operations and cash flows.

We may not be able to protect our intellectual property rights adequately.

Our ability to compete is affected by our ability to protect our intellectual property rights. We rely on a combination of patents, trademarks, copyrights, trade secrets, confidentiality procedures and non-disclosure and licensing arrangements to protect our intellectual property rights. Despite these efforts, we cannot be certain that the steps we take to protect our proprietary information will be adequate to prevent misappropriation of our technology, or that our competitors will not independently develop technology that is substantially similar or superior to our technology. More specifically, we cannot assure that our pending patent applications or any future applications will be approved, or that any issued patents will provide us with competitive advantages or will not be challenged by third parties. Nor can we assure that, if challenged, our patents will be found to be valid or enforceable, or that the patents of others will not have an adverse effect on our ability to do business. We may also become subject to or initiate interference proceedings in the U.S. Patent and Trademark Office, which can demand significant financial and management resources and could harm our financial results. Also, others may independently develop similar products or processes, duplicate our products or processes or design their products around any patents that may be issued to us.

 

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Because our products typically have lengthy sales cycles, we may experience substantial delays between incurring expenses related to research and development and the generation of revenues.

The time from initiation of design to volume production of new semiconductors often takes 18 months or longer. We first work with customers to achieve a design win, which may take nine months or longer. Our customers then complete the design, testing and evaluation process and begin to ramp up production, a period that may last an additional nine months or longer. As a result, a significant period of time may elapse between our research and development efforts and our realization of revenues, if any, from volume purchasing of our products by our customers.

The markets in which we participate are intensely competitive.

Many of our target markets are intensely competitive. Our ability to compete successfully in our target markets depends on the following factors:

 

•

proper new product definition;

 

•

product quality, reliability and performance;

 

•

product features;

 

•

price;

 

•

timely delivery of products;

 

•

technical support and service;

 

•

design and introduction of new products;

 

•

market acceptance of our products and those of our customers; and

 

•

breadth of product line.

In addition, our competitors or customers may offer new products based on new technologies, industry standards or end-user or customer requirements, including products that have the potential to replace our products or provide lower cost or higher performance alternatives to our products. The introduction of new products by our competitors or customers could render our existing and future products obsolete or unmarketable.

Our primary power semiconductor competitors include Fairchild Semiconductor, Fuji, Hitachi, Infineon, Microsemi, Mitsubishi, On Semiconductor, Powerex, Renesas Electronics, Semikron International, STMicroelectronics, Toshiba and Vishay Intertechnology. Our IC products compete principally with those of Atmel, Cypress Semiconductor, Freescale Semiconductor, Microchip, NEC, Renesas Electronics and Silicon Labs. Our RF power semiconductor competitors include Microsemi and Qorvo. Many of our competitors have greater financial, technical, marketing and management resources than we have. Some of these competitors may be able to sell their products at prices at which it would be unprofitable for us to sell our products or benefit from established customer relationships that provide them with a competitive advantage. We cannot assure that we will be able to compete successfully in the future against existing or new competitors or that our operating results will not be adversely affected by increased price competition.

We rely on our distributors and sales representatives to sell many of our products.

Most of our products are sold to distributors or through sales representatives. Our distributors and sales representatives could reduce or discontinue sales of our products. They may not devote the resources necessary to sell our products in the volumes and within the time frames that we expect. In addition, we depend upon the continued viability and financial resources of these distributors and sales representatives, some of which are small organizations with limited working capital. These distributors and sales representatives, in turn, depend substantially on general economic conditions and conditions within the semiconductor industry. We believe that our success will continue to depend upon these distributors and sales representatives. Foreign distributors are typically granted longer payment terms, resulting in higher accounts receivable balances for a given level of sales than domestic distributors. Our risk of loss from the financial insolvency of distributors is, therefore, disproportionally weighted to foreign distributors. In connection with the acquisition of an 8-bit microcontroller

 

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business during fiscal 2014, we acquired a new set of distributor and sales representative relationships, some of which may be challenging to maintain at the same level of productivity. If any significant distributor or sales representative experiences financial difficulties, or otherwise becomes unable or unwilling to promote and sell our products, our business could be harmed. For example, All American Semiconductor, Inc., one of our former distributors, filed for bankruptcy in April 2007.

Our future success depends on the continued service of management and key engineering personnel and our ability to identify, hire and retain additional personnel.

Our success depends upon our ability to attract and retain highly skilled technical, managerial, marketing and finance personnel, and, to a significant extent, upon the efforts and abilities of Nathan Zommer, Ph.D., our Chief Executive Officer, and other members of senior management. The loss of the services of one or more of our senior management or other key employees could adversely affect our business. We do not maintain key person life insurance on any of our officers, employees or consultants. There is intense competition for qualified employees in the semiconductor industry, particularly for highly skilled design, application and test engineers. We may not be able to continue to attract and retain engineers or other qualified personnel necessary for the development of our business or to replace engineers or other qualified individuals who could leave us at any time in the future. If we grow, we expect increased demands on our resources, and growth would likely require the addition of new management and engineering staff as well as the development of additional expertise by existing management. If we lose the services of or fail to recruit key engineers or other technical and management personnel, our business could be harmed.

Acquisitions, expansion, technological and administrative changes and software conversions and updates place a significant strain on our information systems.

Presently, because of our acquisitions, we are operating a number of different information systems that are not integrated. As a consequence, we use spreadsheets, which are prepared by individuals rather than automated systems, in our accounting. In our accounting, we perform many manual reconciliations and other manual steps, which result in a high risk of errors. Manual steps also increase the possibility of control deficiencies and material weaknesses.

If we do not adequately manage and evolve our financial reporting and managerial systems and processes, our ability to manage or grow our business may be harmed. Our ability to successfully implement our goals and comply with regulations, requires an effective planning and management system and process. We will need to continue to improve existing, and implement new, operational and financial systems, procedures and controls to manage our business effectively in the future.

In improving, consolidating, changing or updating our operational and financial systems, procedures and controls, we would expect to periodically implement new or different software and other systems that will affect our internal operations regionally or globally. The conversion process from one system to another is complex and could require, among other things, that data from the existing system be made compatible with the upgraded or different system.

In connection with any of the foregoing, we could experience errors, interruptions, delays, cessations of service and other inefficiencies, which could adversely affect our business. Any error, delay, disruption, interruption or cessation, including with respect to any new or different systems, software programs, procedures or controls, could harm our ability to forecast sales demand, manage our supply chain, achieve accuracy in the conversion of electronic data and record and report financial and management information on a timely and accurate basis. In addition, as we add or change functionality, transition or convert to different systems or programs or integrate additional data in connection with an acquisition, problems could arise that we have not foreseen. Such problems could adversely impact our ability to do the following in a timely manner: provide quotes; take customer orders; ship products; provide services and support to our customers; bill and track our customers; fulfill contractual obligations; and otherwise run our business. Failure to properly or adequately address these issues could result in the diversion of management’s attention and resources, adversely affect our ability to manage our business, increase expenses, or adversely affect our results of operations, cash flows, stock price or reputation.

 

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System security risks, data protection breaches and cyber-attacks could disrupt our internal operations and any such disruption could reduce our expected revenues, increase our expenses, damage our reputation or adversely affect our stock price.

Computer programmers and hackers may be able to penetrate our security controls and misappropriate or compromise our confidential information or that of third parties, create system disruptions or cause shutdowns. Computer programmers and hackers also may be able to develop and deploy viruses, worms and other malicious software programs that attack our products or otherwise exploit any security vulnerabilities of our products. The costs to us to eliminate or alleviate cyber or other security problems, bugs, viruses, worms, malicious software programs and security vulnerabilities could be significant, and our efforts to address these problems may not be successful and could result in interruptions, delays, cessation of service and loss of existing or potential customers that may impede our sales, manufacturing, distribution or other critical functions.

We manage and store proprietary information and sensitive or confidential data relating to our business and the businesses of third parties. Breaches of our security measures or the accidental loss, inadvertent disclosure or unapproved dissemination of proprietary information or sensitive or confidential data about us or our partners or customers, including the potential loss or disclosure of such information or data as a result of fraud, trickery or other forms of deception, could expose us, our partners and customers to a risk of loss or misuse of this information, result in litigation and potential liability for us, damage our brand and reputation or otherwise harm our business. In addition, the cost and operational consequences of implementing further data protection measures could be significant. Delayed sales, lower margins or lost customers resulting from these disruptions could adversely affect our financial results, stock price and reputation.

New regulations related to conflict minerals will force us to incur additional expenses.

The Dodd-Frank Wall Street Reform and Consumer Protection Act contains provisions to improve transparency and accountability concerning the supply of minerals originating from the conflict zones of the Democratic Republic of Congo, or DRC, and adjoining countries. As a result, the SEC established annual disclosure and reporting requirements for those companies who use “conflict” minerals mined from the DRC and adjoining countries in their products. These requirements could affect the sourcing and availability of minerals used in the manufacture of our products. As a result, we cannot ensure that we will be able to obtain minerals at competitive prices. Moreover, there will be additional costs associated with complying with the extensive due diligence and audit procedures required by the SEC. In addition, we may face reputational challenges with our customers and other stakeholders as we have in the past and may in the future be unable to sufficiently verify the origins of all minerals used in our products. Finally, these rules bring implementation challenges. We may not successfully implement effective procedures to timely or adequately comply with these rules.

We depend on a limited number of suppliers for our substrates, most of whom we do not have long term agreements with.

We purchase the bulk of our silicon substrates from a limited number of vendors, most of whom we do not have long term supply agreements with. Any of these suppliers could reduce or terminate our supply of silicon substrates at any time. Our reliance on a limited number of suppliers involves several risks, including potential inability to obtain an adequate supply of silicon substrates and reduced control over the price, timely delivery, reliability and quality of the silicon substrates. We cannot assure that problems will not occur in the future with suppliers.

Increasing raw material prices could impact our profitability.

Our products use large amounts of silicon, metals and other materials. From time to time, we have experienced price increases for many of these items. If we are unable to pass price increases for raw materials onto our customers, our gross margins and profitability could be adversely affected.

We may not be able to increase production capacity to meet the present and future demand for our products.

The semiconductor industry has been characterized by periodic limitations on production capacity. These limitations may result in longer lead times for product delivery than desired by many of our customers. If we are unable to increase our production capacity to meet future demand, some of our customers may seek other sources of supply, our future growth may be limited or our results of operations may be adversely affected.

 

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Costs related to product defects and errata may harm our results of operations and business.

Costs associated with unexpected product defects and errata (deviations from published specifications) due to, for example, unanticipated problems in our manufacturing processes, include the costs of:

 

•

writing off the value of inventory of defective products;

 

•

disposing of defective products;

 

•

recalling defective products that have been shipped to customers;

 

•

providing product replacements for, or modifications to, defective products; and/or

 

•

defending against litigation related to defective products.

These costs could be substantial and may, therefore, increase our expenses and lower our gross margin. In addition, our reputation with our customers or users of our products could be damaged as a result of such product defects and errata, and the demand for our products could be reduced. These factors could harm our financial results and the prospects for our business.

We face the risk of financial exposure to product liability claims alleging that the use of products that incorporate our semiconductors resulted in adverse effects.

Approximately 8.8% of our net revenues for the fiscal year ended March 31, 2015 were derived from sales of products used in medical devices, such as defibrillators. Product liability risks may exist even for those medical devices that have received regulatory approval for commercial sale. We cannot be sure that the insurance that we maintain against product liability will be adequate to cover our losses. Any defects in our semiconductors used in these devices, or in any other product, could result in significant product liability costs to us.

If our goodwill, acquired intangible assets or long-lived assets become impaired, we may be required to record a significant charge to earnings.

Under generally accepted accounting principles, goodwill is required to be tested for impairment at least annually and we review our acquired intangible assets and long-lived assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. Factors that may be considered a change in circumstances indicating that the carrying value of our goodwill, acquired intangible assets or long-lived assets may not be recoverable include a decline in stock price and market capitalization, future cash flows and slower growth rates in our industry. From time to time, we have recorded impairment charges and written down the value of goodwill.

Our results of operations could vary as a result of the methods, estimates, and judgments that we use in applying our accounting policies.

The methods, estimates, and judgments that we use in applying our accounting policies have a significant impact on our results of operations (see “Critical Accounting Policies and Significant Management Estimates” in Part II, Item 7 of this Form 10-K). Such methods, estimates and judgments are, by their nature, subject to substantial risks, uncertainties and assumptions, and factors may arise over time that lead us to change our methods, estimates and judgments. Changes in those methods, estimates and judgments could significantly affect our results of operations.

We are exposed to various risks related to the regulatory environment.

We are subject to various risks related to new, different, inconsistent or even conflicting laws, rules and regulations that may be enacted by legislative bodies and/or regulatory agencies in the countries in which we operate; disagreements or disputes between national or regional regulatory agencies; and the interpretation and application of laws, rules and regulations. If we are found by a court or regulatory agency not to be in compliance with applicable laws, rules or regulations, our business, financial condition and results of operations could be materially and adversely affected.

In addition, approximately 8.8% of our net revenues for the fiscal year ended March 31, 2015 were derived from the sale of products included in medical devices that are subject to extensive regulation by numerous

 

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governmental authorities in the United States and internationally, including the U.S. Food and Drug Administration, or FDA. The FDA and certain foreign regulatory authorities impose numerous requirements for medical device manufacturers to meet, including adherence to Good Manufacturing Practices, or GMP, regulations and similar regulations in other countries, which include testing, control and documentation requirements. Ongoing compliance with GMP and other applicable regulatory requirements is monitored through periodic inspections by federal and state agencies, including the FDA, and by comparable agencies in other countries. Our failure to comply with applicable regulatory requirements could prevent our products from being included in approved medical devices or result in damages or other compensation payable to medical device manufacturers.

Our business could also be harmed by delays in receiving or the failure to receive required approvals or clearances, the loss of obtained approvals or clearances or the failure to comply with existing or future regulatory requirements.

We invest in companies for strategic reasons and may not realize a return on our investments.

We make investments in companies to further our strategic objectives and support our key business initiatives. Such investments include investments in equity securities of public companies and investments in non-marketable equity securities of private companies, which range from early-stage companies that are often still defining their strategic direction to more mature companies whose products or technologies may directly support a product or initiative. The success of these companies is dependent on product development, market acceptance, operational efficiency, and other key business success factors. The private companies in which we invest may fail for operational reasons or because they may not be able to secure additional funding, obtain favorable investment terms for future financings or take advantage of liquidity events such as initial public offerings, mergers, and private sales. If any of these private companies fail, we could lose all or part of our investment in that company. If we determine that an other-than-temporary decline in the fair value exists for the equity securities of the public and private companies in which we invest, we write down the investment to its fair value and recognize the related write-down as an investment loss. Furthermore, when the strategic objectives of an investment have been achieved, or if the investment or business diverges from our strategic objectives, we may decide to dispose of the investment, even at a loss. Our investments in non-marketable equity securities of private companies are not liquid, and we may not be able to dispose of these investments on favorable terms or at all. The occurrence of any of these events could negatively affect our results of operations.

Our ability to access capital markets could be limited.

From time to time, we may need to access the capital markets to obtain long term financing. Although we believe that we can continue to access the capital markets on acceptable terms and conditions, our flexibility with regard to long term financing activity could be limited by our existing capital structure, our credit ratings and the health of the semiconductor industry. In addition, many of the factors that affect our ability to access the capital markets, such as the liquidity of the overall capital markets and the current state of the economy, are outside of our control. There can be no assurance that we will continue to have access to the capital markets on favorable terms.

Geopolitical instability, war, terrorist attacks and terrorist threats, and government responses thereto, may negatively affect all aspects of our operations, revenues, costs and stock price.

Any such event may disrupt our operations or those of our customers or suppliers. Our markets currently include South Korea, Taiwan, Russia and Israel, which are currently experiencing political instability. Additionally, we have accounting operations in the Philippines, an external foundry is located in South Korea and assembly subcontractors are located in Indonesia, the Philippines and South Korea.

Business interruptions may damage our facilities or those of our suppliers.

Our operations and those of our suppliers are vulnerable to interruption by fire, earthquake, flood and other natural disasters, as well as power loss, telecommunications failure and other events beyond our control. We do not have a detailed disaster recovery plan and do not have backup generators. Our facilities in California are located near major earthquake faults and have experienced earthquakes in the past. For example, the March 2011

 

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earthquake in Japan adversely affected the operations of some of our Japanese suppliers, which limited the availability of certain production inputs to us for a period of time. If a natural disaster occurs, our ability to conduct our operations could be seriously impaired, which could harm our business, financial condition and results of operations and cash flows. We cannot be sure that the insurance we maintain against general business interruptions will be adequate to cover all our losses.

We may be affected by environmental laws and regulations.

We are subject to a variety of laws, rules and regulations related to the use, storage, handling, discharge and disposal of certain chemicals and gases used in our manufacturing process. Any of those regulations could require us to acquire expensive equipment or to incur substantial other expenses to comply with them. If we incur substantial additional expenses, product costs could significantly increase. Failure to comply with present or future environmental laws, rules and regulations could result in fines, suspension of production or cessation of operations.

Nathan Zommer, Ph.D. owns a significant interest in our common stock.

Nathan Zommer, Ph.D., our Chief Executive Officer, beneficially owned, as of May 21, 2015, approximately 21.2% of the outstanding shares of our common stock. As a result, Dr. Zommer can exercise significant control over all matters requiring stockholder approval, including the election of the Board of Directors. His holdings could result in a delay of, or serve as a deterrent to, any change in control of our company, which may reduce the market price of our common stock.

Our stock price is volatile.

The market price of our common stock has fluctuated significantly to date. The future market price of our common stock may also fluctuate significantly in the event of:

 

•

variations in our actual or expected quarterly operating results;

 

•

announcements or introductions of new products;

 

•

technological innovations by our competitors or development setbacks by us;

 

•

conditions in semiconductor markets;

 

•

the commencement or adverse outcome of litigation;

 

•

changes in analysts’ estimates of our performance or changes in analysts’ forecasts regarding our industry, competitors or customers;

 

•

announcements of merger or acquisition transactions or a failure to achieve the expected benefits of an acquisition as rapidly or to the extent anticipated by participants in the stock market;

 

•

terrorist attack or war;

 

•

sales of our common stock by one or more members of management, including Nathan Zommer, Ph.D., our Chief Executive Officer; or

 

•

general economic and market conditions.

In addition, the stock market in recent years has experienced extreme price and volume fluctuations that have affected the market prices of many high technology companies, including semiconductor companies. These fluctuations have often been unrelated or disproportionate to the operating performance of companies in our industry, and could harm the market price of our common stock.

The anti-takeover provisions of our certificate of incorporation and of the Delaware General Corporation Law may delay, defer or prevent a change of control.

Our Board of Directors has the authority to issue up to 5,000,000 shares of preferred stock and to determine the price, rights, preferences, privileges and restrictions, including voting rights, of those shares without any further vote or action by our stockholders. The rights of the holders of common stock will be subject to, and may be harmed by, the rights of the holders of any shares of preferred stock that may be issued in the future. The

 

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issuance of preferred stock may delay, defer or prevent a change in control because the terms of any issued preferred stock could potentially prohibit our consummation of any merger, reorganization, sale of substantially all of our assets, liquidation or other extraordinary corporate transaction, without the approval of the holders of the outstanding shares of preferred stock. In addition, the issuance of preferred stock could have a dilutive effect on our stockholders.

Our stockholders must give substantial advance notice prior to the relevant meeting to nominate a candidate for director or present a proposal to our stockholders at a meeting. These notice requirements could inhibit a takeover by delaying stockholder action. The Delaware anti-takeover law restricts business combinations with some stockholders once the stockholder acquires 15% or more of our common stock. The Delaware statute makes it more difficult for us to be acquired without the consent of our Board of Directors and management.

Item 1B.    Unresolved Staff Comments

None.

Item 2.    Properties

Our principal facilities are described below:

 

Principal Facilities		Approximate Square Footage				Lease Expiration		Use
Aliso Viejo, California			27,000			(1)		Research and development, sales and distribution
Beverly, Massachusetts			83,000			(1)		Research and development, manufacturing, sales and distribution
Chippenham, England			100,000			December 2022		Research and development, manufacturing, sales and distribution
Fremont, California			30,000			November 2017		Research and development, manufacturing, sales and distribution
Lampertheim, Germany			170,000			(1)		Research and development, manufacturing, sales and distribution
Manila, Philippines			43,000			August 2016		Product testing and global support
Milpitas, California			51,000			(1)		Corporate headquarters, research and development, sales and distribution
Santa Clara, California			21,000			(1)		Manufacturing

 

(1)	Owned, not leased.

We believe that our current facilities are suitable to our needs and will be adequate through at least fiscal year 2016 and that suitable additional or replacement space will be available in the future as needed on commercially reasonable terms. The Lampertheim property serves as collateral for a loan, and is subject to a security interest.

Item 3.    Legal Proceedings

We currently are involved in a variety of legal matters that arise in the normal course of business. Based on information currently available, management does not believe that the ultimate resolution of these matters will have a material adverse effect on our financial condition, results of operations and cash flows. Were an unfavorable ruling to occur, there exists the possibility of a material adverse impact on the results of operations of the period in which the ruling occurs.

 

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Item 4.    Mine Safety Disclosures

Not Applicable.

Executive Officers of the Registrant

The executive officers, their ages and positions at our company, as well as certain biographical information of these individuals, are set forth below. The ages of the individuals are provided as of March 31, 2015.

 

Name		Age		Positions
Nathan Zommer		67		Chairman of the Board and Chief Executive Officer
Uzi Sasson		52		President, Chief Financial Officer and Secretary

There are no family relationships among our directors and executive officers.

Nathan Zommer.    Dr. Zommer, our founder, has served as a Director since our inception in 1983, and has served as Chairman of the Board and Chief Executive Officer since 1993. From 1993 to 2009, Dr. Zommer served as our President and, from 1984 to 1993, Dr. Zommer served as our Executive Vice President. Prior to founding our company, Dr. Zommer served in a variety of positions with Intersil, Hewlett-Packard and General Electric, including as a scientist in the Hewlett-Packard Laboratories and Director of the Power MOS Division for Intersil/General Electric. Dr. Zommer received his B.S. and M.S. degrees in Physical Chemistry from Tel Aviv University and a Ph.D. in Electrical Engineering from Carnegie Mellon University.

Uzi Sasson.    Mr. Sasson has served as our President since December 2009 and our Chief Financial Officer and Secretary since November 2004. From November 2004 to December 2009, Mr. Sasson was our Vice President and, from June 2007 to August 2010, Mr. Sasson held the title of Chief Operating Officer. Although he no longer formally holds that title, he continues to function in that role. From August to November 2004, Mr. Sasson served as a Director of our company. Prior to joining our company, Mr. Sasson worked in tax, accounting and finance for technology and accounting firms. Mr. Sasson has a Master of Science in Taxation and a Bachelor of Science in Accounting from Golden Gate University and is a Certified Public Accountant in California.

PART II

 

Item 5.    Market

for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock is traded on the NASDAQ Global Select Market under the symbol “IXYS.” The following table presents, for the periods indicated, the intraday high and low sale prices per share of our common stock as reported by the NASDAQ Global Select Market:

 

		First Quarter				Second Quarter				Third Quarter				Fourth Quarter
Fiscal Year Ended March 31, 2015
High		$	12.99			$	13.37			$	13.03			$	12.74
Low		$	10.18			$	10.48			$	9.22			$	11.11
Fiscal Year Ended March 31, 2014
High		$	12.04			$	12.45			$	13.14			$	14.95
Low		$	8.75			$	9.09			$	9.55			$	10.76

The number of record holders of our common stock as of May 21, 2015 was 261. During fiscal 2014, we paid a quarterly cash dividend of $0.03 per share. During fiscal 2015, we paid a quarterly cash dividend of $0.03 per share for the quarter ended June 30, 2014 and a quarterly cash dividend of $0.035 for the remaining quarters of the year. The quarterly dividend is at the discretion of the Board of Directors.

Stock Performance Graph

The line graph below shows the total stockholder return of an investment of $100 in cash for the period from March 31, 2010 through March 31, 2015 for (i) our common stock, (ii) the NASDAQ Composite Index and

 

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(iii) the Standard & Poor’s Semiconductors Index. All values assume reinvestment of the full amount of all dividends and are calculated as of March 31 of each year. Historical stock price performance should not be relied upon as indicative of future stock price performance.

 

 

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Item 6.    Selected Financial Data

The following selected consolidated financial information should be read in conjunction with our consolidated financial statements and related notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations included elsewhere in this Annual Report on Form 10-K. The consolidated statements of operations data for the years ended March 31, 2015, 2014 and 2013, and the balance sheet data as of March 31, 2015 and 2014 are derived from our consolidated financial statements included elsewhere in this Annual Report on Form 10-K. The statements of operations data for the years ended March 31, 2012 and 2011 and the balance sheet data as of March 31, 2013, 2012 and 2011 are derived from our consolidated financial statements that are not included in this Annual Report on Form 10-K. Historical results are not necessarily indicative of results to be expected in any future period.

 

		Years Ended March 31,
		2015				2014(1)				2013				2012				2011
		(In thousands, except per share amounts)
Statement of Operations Data:
Net revenues		$	338,767			$	336,330			$	280,014			$	368,004			$	363,273
Cost of goods sold			236,802				236,120				195,134				248,760				241,526
Gross profit			101,965				100,210				84,880				119,244				121,747
Operating expenses:
Research, development and engineering			26,667				30,884				28,022				28,847				28,177
Selling, general and administrative			41,810				41,983				39,287				42,063				41,880
Amortization of acquisition-related intangible assets			5,978				10,521				2,244				2,524				6,937
Restructuring charges			—				—				—				—				759
Impairment charges			—				—				—				6,448				702
Total operating expenses			74,455				83,388				69,553				79,882				78,455
Operating income			27,510				16,822				15,327				39,362				43,292
Other expense:
Interest expense, net			(1,157	)			(1,422	)			(604	)			(762	)			(1,228	)
Other income (expense)			4,077				(1,941	)			(41	)			1,941				836
Income before income tax provision			30,430				13,459				14,682				40,541				42,900
Provision for income tax			(6,690	)			(7,413	)			(7,034	)			(10,235	)			(6,253	)
Net income		$	23,740			$	6,046			$	7,648			$	30,306			$	36,647
Net income per share — basic		$	0.75			$	0.19			$	0.25			$	0.97			$	1.17
Net income per share — diluted		$	0.74			$	0.19			$	0.24			$	0.93			$	1.14
Cash dividends per share		$	0.14			$	0.12			$	0.06			$	—			$	—
Weighted average shares used in per share calculations
Basic			31,531				31,146				31,025				31,344				31,235
Diluted			32,239				31,916				31,695				32,496				32,008

 

(1)	During fiscal 2014, we acquired a microcontroller product line from Samsung Electronics Co., Ltd.

 

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		As of March 31,
		2015				2014(1)				2013				2012				2011
		(In thousands)
Selected operating data:
Gross profit margin			30.1	%			29.8	%			30.3	%			32.4	%			33.5	%
Depreciation and amortization		$	17,311			$	21,274			$	12,492			$	13,467			$	18,059
Balance sheet data:
Cash and cash equivalents		$	121,164			$	98,438			$	107,116			$	98,604			$	75,406
Working capital			176,173				185,659				195,278				208,138				181,963
Total assets			373,855				383,182				333,476				343,910				325,189
Total long-term obligations			27,760				43,204				31,640				48,784				51,918
Total stockholders’ equity			267,301				270,632				253,608				254,107				229,229
Cash flow data:
Cash provided by operating activities		$	48,194			$	19,329			$	31,637			$	44,446			$	33,867
Cash used in investing activities			(15,077	)			(27,134	)			(11,082	)			(12,375	)			(8,941	)
Cash used in financing activities			(5,129	)			(3,344	)			(10,856	)			(7,707	)			(11,401	)

 

(1)	During fiscal 2014, we acquired a microcontroller product line from Samsung Electronics Co., Ltd.

Item 7.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

This discussion contains forward-looking statements, which are subject to certain risks and uncertainties, including, without limitation, those described elsewhere in this Form 10-K and, in particular, in Item 1A hereof. Actual results may differ materially from the results discussed in the forward-looking statements. For a discussion of risks that could affect future results, see “Item 1A. Risk Factors.” All forward-looking statements included in this document are made as of the date hereof, based on the information available to us as of the date hereof, and we assume no obligation to update any forward-looking statement, except as may be required by law.

Overview

We are a multi-market integrated semiconductor company. Our three principal product groups are: power semiconductors; integrated circuits, or ICs; and systems and radio frequency, or RF, power semiconductors.

Our power semiconductors improve system efficiency and reliability by converting electricity at relatively high voltage and current levels into the finely regulated power required by electronic products. We focus on the market for power semiconductors that are capable of processing greater than 200 watts of power.

We also design, manufacture and sell integrated circuits for a variety of applications. Our microcontrollers provide application-specific, embedded SoC solutions for the industrial and consumer markets. Our analog and mixed signal ICs are principally used in telecommunications applications. Our mixed signal application-specific ICs, or ASICs, address the requirements of the medical imaging equipment and display markets. Our power management and control ICs are used in conjunction with our power semiconductors.

Our systems include laser diode drivers, high voltage pulse generators and modulators, and high power subsystems, sometimes known as stacks, that are principally based on our high power semiconductor devices. Our RF power semiconductors enable circuitry that amplifies or receives radio frequencies in wireless and other microwave communication applications, medical imaging applications and defense and space applications.

Compared to fiscal 2014, our fiscal 2015 revenues increased slightly. The increase largely resulted from greater sales of ICs, primarily through shipments to the consumer products market in the Asia Pacific region. Our revenues from original equipment manufacturers, or OEMs, increased slightly, while our revenues through distribution declined marginally. Comparing the two years, in fiscal 2015, our sales to all major application markets declined, except to the consumer products market. Our revenues to Europe and the Middle East increased moderately and sales to other major geographic areas, including the United States, declined. Our efforts to implement price increases for some low-margin products sold to OEM customers are expected to lead to reduced revenues for these products in future periods, which may adversely affect our total revenues and increase

 

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underutilization charges. The gross profit margin increase for fiscal 2015 was primarily due to a shift in product mix towards higher margin products, offset by underutilized capacity. Our selling expenses increased with an increase in commissionable revenues. Our general and administration expenses decreased primarily due to reduced acquisition-related costs. Our research, development and engineering expenses, or R&D expenses, decreased due to reduced personnel expenses and the completion of the development phase of a new manufacturing process. Over the next year, we expect our selling, general and administrative, or SG&A, expenses to remain fairly consistent, except to the extent that selling expenses vary with changing revenues. Similarly, we expect our R&D expenses to remain fairly consistent over the next year. We expect our amortization of acquisition-related intangible assets to increase during fiscal 2016 as a consequence of our acquisition of RadioPulse in May 2015.

Critical Accounting Policies and Significant Management Estimates

The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an ongoing basis, management evaluates the reasonableness of its estimates. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily available from other sources. Actual results may differ materially from these estimates under different assumptions or conditions.

We believe the following critical accounting policies require that we make significant judgments and estimates in preparing our consolidated financial statements.

Revenue recognition.    Revenue is recognized when there is persuasive evidence that an arrangement exists, when delivery has occurred, when the price to the buyer is fixed or determinable and when collectability of the receivable is reasonably assured. These elements are met when title to the products is passed to the buyer, which is generally when product is shipped to the customer with sale terms ex-works, or EXW, or when product is delivered to the customer with sales terms delivered duty paid, or DDP.

We sell to distributors and original equipment manufacturers, or OEMs. Approximately 55.6% of our revenues in fiscal 2015 were from distributors. We provide some of our distributors with the following programs: stock rotation and ship and debit.

Reserves for sales returns and allowances, including allowances for so called “ship and debit” transactions, are recorded at the time of shipment, and are based on historical levels of returns and current economic trends and changes in customer demand.

Accounts receivable from distributors are recognized and inventory is relieved when title to inventories transfer, typically upon shipment from us, at which point we have a legally enforceable right to collection under normal payment terms. Under certain circumstances where we are not able to reasonably and reliably estimate the actual returns, revenues and costs relating to distributor sales are deferred until products are sold by the distributors to the distributors’ end customers. Deferred amounts are presented net and included under “Accrued expenses and other liabilities.”

We state our revenues, net of any taxes collected from customers that are required to be remitted to various government agencies. The amount of taxes collected from customers and payable to governmental entities is included under “Accrued expenses and other liabilities.” Shipping and handling costs are included in cost of sales.

Allowance for sales returns.    We maintain an allowance for sales returns based on estimated product returns by our customers. We estimate our allowance for sales returns based on our historical return experience, current economic trends, changes in customer demand, known returns we have not received and other assumptions. If we were to make different judgments or utilize different estimates, the amount and timing of our revenue could be materially different. Given that our revenues consist of a high volume of relatively similar products, to date our actual returns and allowances have not fluctuated significantly from period to period, and

 

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our returns provisions have historically been reasonably accurate. This allowance is included as part of the accounts receivable allowance on the balance sheet and as a reduction of revenues in the statement of operations.

Allowance for stock rotation.    We also provide “stock rotation” to select distributors. The rotation allows distributors to return a percentage of the previous six months’ sales in exchange for orders of an equal or greater amount. In the fiscal years ended March 31, 2015, 2014 and 2013, approximately $1.7 million, $1.5 million and $2.4 million, respectively, of products were returned to us under the program. We establish the allowance for sales to distributors except in cases where the revenue recognition is deferred and recognized upon sale by the distributor of products to the end-customer. The allowance, which is management’s best estimate of future returns, is based upon the historical experience of returns and inventory levels at the distributors. This allowance is included as part of the accounts receivable allowance on the balance sheet and as a reduction of revenues in the statement of operations. Should distributors increase stock rotations beyond our estimates, these statements would be adversely affected.

Allowance for ship and debit.    Ship and debit is a program designed to assist distributors in meeting competitive prices in the marketplace on sales to their end customers. Ship and debit requires a request from the distributor for a pricing adjustment for a specific part for a customer sale to be shipped from the distributor’s stock. We have no obligation to accept this request. However, it is our historical practice to allow some companies to obtain pricing adjustments for inventory held. We receive periodic statements regarding our products held by our distributors. Ship and debit authorizations may cover current and future distributor activity for a specific part for sale to a distributor’s customer. At the time we record sales to distributors, we provide an allowance for the estimated future distributor activity related to such sales since it is probable that such sales to distributors will result in ship and debit activity. The sales allowance requirement is based on sales during the period, credits issued to distributors, distributor inventory levels, historical trends, market conditions, pricing trends we see in our direct sales activity with original equipment manufacturers and other customers, and input from sales, marketing and other key management. We believe that the analysis of these inputs enables us to make reliable estimates of future credits under the ship and debit program. This analysis requires the exercise of significant judgments. Our actual results to date have approximated our estimates. At the time the distributor ships the part from stock, the distributor debits us for the authorized pricing adjustment. This allowance is included as part of the accounts receivable allowance on the balance sheet and as a reduction of revenues in the statement of operations. If competitive pricing were to decrease sharply and unexpectedly, our estimates might be insufficient, which could significantly adversely affect our operating results.

Additions to the ship and debit allowance are estimates of the amount of expected future ship and debit activity related to sales during the period. Additional allowances reduce revenues and gross profit in the period. The following table sets forth the beginning and ending balances of, additions to, and deductions from, our allowance for ship and debit during the three years ended March 31, 2015 (in thousands):

 

Balance March 31, 2012		$	1,101
Additions			5,842
Deductions			(5,547	)
Balance March 31, 2013			1,396
Additions			4,757
Deductions			(5,082	)
Balance March 31, 2014			1,071
Additions			5,765
Deductions			(5,777	)
Balance March 31, 2015		$	1,059

Allowance for doubtful accounts.    We maintain an allowance for doubtful accounts for estimated losses from the inability of our customers to make required payments. We evaluate our allowance for doubtful accounts based on the aging of our accounts receivable, the financial condition of our customers and their payment history, our historical write-off experience and other assumptions. If we were to make different judgments of the financial condition of our customers or the financial condition of our customers were to deteriorate, resulting in

 

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an impairment of their ability to make payments, additional allowances may be required. This allowance is reported on the balance sheet as part of the accounts receivable allowance and is included on the statement of operations as part of selling, general and administrative expenses. This allowance is based on historical losses and management’s estimates of future losses.

Inventories.    Inventories are recorded at the lower of standard cost, which approximates actual cost on a first-in-first-out basis, or market value. Our accounting for inventory costing is based on the applicable expenditure incurred, directly or indirectly, in bringing the inventory to its existing condition. Such expenditures include acquisition costs, production costs and other costs incurred to bring the inventory to its use. As it is impractical to track inventory from the time of purchase to the time of sale for the purpose of specifically identifying inventory cost, our inventory is, therefore, valued based on a standard cost, given that the materials purchased are identical and interchangeable at various production processes. We review our standard costs on an as-needed basis but in any event at least once a year, and update them as appropriate to approximate actual costs. The authoritative guidance provided by FASB requires certain abnormal expenditures to be recognized as expenses in the current period instead of capitalized in inventory. It also requires that the amount of fixed production overhead allocated to inventory be based on the normal capacity of the production facilities.

We typically plan our production and inventory levels based on internal forecasts of customer demand, which are highly unpredictable and can fluctuate substantially. The value of our inventories is dependent on our estimate of future demand as it relates to historical sales. If our projected demand is overestimated, we may be required to reduce the valuation of our inventories below cost. We regularly review inventory quantities on hand and record an estimated provision for excess inventory based primarily on our historical sales and expectations for future use. We also recognize a reserve based on known technological obsolescence, when appropriate. Actual demand and market conditions may be different from those projected by our management. This could have a material effect on our operating results and financial position. If we were to make different judgments or utilize different estimates, the amount and timing of our write-down of inventories could be materially different. For example, during the fourth quarter of fiscal 2009, we examined our inventory and as a consequence of the dramatic retrenchment in some of our markets, certain of our inventory that normally would not be considered excess was considered as such. Therefore, we booked additional charges of about $14.9 million to recognize this exposure.

Excess inventory frequently remains saleable. When excess inventory is sold, it yields a gross profit margin of up to 100%. Sales of excess inventory have the effect of increasing the gross profit margin beyond that which would otherwise occur, because of previous write-downs. Once we have written down inventory below cost, we do not write it up when it is subsequently utilized, sold or scrapped. We do not physically segregate excess inventory nor do we assign unique tracking numbers to it in our accounting systems. Consequently, we cannot isolate the sales prices of excess inventory from the sales prices of non-excess inventory. Therefore, we are unable to report the amount of gross profit resulting from the sale of excess inventory or quantify the favorable impact of such gross profit on our gross profit margin.

 

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The following table provides information on our excess and obsolete inventory reserve charged against inventory at cost (in thousands):

 

Balance at March 31, 2012		$	28,138
Utilization or sale			(2,242	)
Scrap			(3,662	)
Additional provision			3,385
Foreign currency translation adjustments			(330	)
Balance at March 31, 2013			25,289
Utilization or sale			(1,579	)
Scrap			(3,422	)
Additional provision			3,503
Foreign currency translation adjustments			513
Balance at March 31, 2014			24,304
Utilization or sale			(1,637	)
Scrap			(2,901	)
Additional provision			4,487
Foreign currency translation adjustments			(1,500	)
Balance at March 31, 2015		$	22,753

The practical efficiencies of wafer fabrication require the manufacture of semiconductor wafers in minimum lot sizes. Often, when manufactured, we do not know whether or when all the semiconductors resulting from a lot of wafers will sell. With more than 10,000 different part numbers for semiconductors, excess inventory resulting from the manufacture of some of those semiconductors will be continual and ordinary. Because the cost of storage is minimal when compared to potential value and because our products do not quickly become obsolete, we expect to hold excess inventory for potential future sale for years. Consequently, we have no set time line for the utilization, sale or scrapping of excess inventory.

In addition, our inventory is also being written down to the lower of cost or market or net realizable value. We review our inventory listing on a quarterly basis for an indication of losses being sustained for costs that exceed selling prices less direct costs to sell. When it is evident that our selling price is lower than current cost, inventory is marked down accordingly. At March 31, 2015 and 2014, our lower of cost or market reserves were $444,000 and $474,000, respectively.

Furthermore, we perform an annual inventory count and at certain locations periodic cycle counts for specific parts that have a high turnover. We also periodically identify any inventory that is no longer usable and write it off.

Valuation of Goodwill and Intangible Assets.    Goodwill represents the excess of the purchase price over the estimated fair value of the net assets acquired. The costs of acquired intangible assets are recorded at fair value at acquisition. Intangible assets with finite lives are amortized using the straight-line method or accelerated method over their estimated useful lives and evaluated for impairment in accordance with the authoritative guidance provided by FASB.

Goodwill and intangible assets with indefinite lives are reviewed at least annually for impairment charges during the quarter ending March 31, or more frequently if events and circumstances indicate that the asset might be impaired, in accordance with the authoritative guidance provided by FASB. We first assess qualitative factors to determine whether it is necessary to perform the two-step fair value-based impairment test described below. If we believe that, as a result of its qualitative assessment, it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is required. Otherwise, no further testing is required.

Under the quantitative approach, there are two steps in the determination of the impairment of goodwill. The first step compares the carrying amount of the net assets to the fair value of the reporting unit. The second step, if

 

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necessary, recognizes an impairment loss to the extent the carrying value of the reporting unit’s net assets exceed the implied fair value of goodwill. An impairment loss would be recognized to the extent that the carrying amount exceeds the fair value of the reporting unit. We operate our business as one reporting unit.

We assess the recoverability of the finite-lived intangible assets by examining the occurrences of certain events or changes of circumstances that indicate that the carrying amounts may not be recoverable. After our initial assessment, if it is necessary, we perform the impairment test by determining whether the estimated undiscounted cash flows attributable to the assets in question are less than their carrying values. Impairment losses, if any, are measured as the amount by which the carrying values of the assets exceed their fair value and are recognized in operating results. If a useful life is determined to be shorter than originally estimated, we accelerate the rate of amortization and amortize the remaining carrying value over the new shorter useful life.

See Note 7, “Goodwill and Intangible Assets” for a further discussion of the impairment analysis of goodwill and the related charges recorded.

Income tax.    In preparing our consolidated financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate. This process involves estimating our actual current tax exposure together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included within our consolidated balance sheets. We then assess the likelihood that our deferred tax assets will be recovered from future taxable income and, to the extent we believe that recovery is not likely, we establish a valuation allowance. A valuation allowance reduces our deferred tax assets to the amount that management estimates is more likely than not to be realized. In determining the amount of the valuation allowance, we consider income over recent years, estimated future taxable income, feasible tax planning strategies, and other factors, in each taxing jurisdiction in which we operate. If we determine that it is more likely than not that we will not realize all or a portion of our remaining deferred tax assets, then we will increase our valuation allowance with a charge to income tax expense. Conversely, if we determine that it is likely that we will ultimately be able to utilize all or a portion of the deferred tax assets for which a valuation allowance has been provided, then the related portion of the valuation allowance will reduce income tax expense. Significant management judgment is required in determining our provision for income taxes and potential tax exposures, our deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets. In the event that actual results differ from these estimates or we adjust these estimates in future periods, we may need to establish a valuation allowance, which could materially impact our financial position and results of operations. Our ability to utilize our deferred tax assets and the need for a related valuation allowance are monitored on an ongoing basis.

Furthermore, computation of our tax liabilities involves examining uncertainties in the application of complex tax regulations. We recognize liabilities for uncertain tax positions based on the two-step process as prescribed by the authoritative guidance provided by FASB. The first step is to evaluate the tax position to determine whether there is sufficient available evidence to indicate if it is more likely than not that the position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step requires us to measure and determine the approximate amount of the tax benefit at the largest amount that is more than 50% likely of being realized upon ultimate settlement with the tax authorities. It is inherently difficult and requires significant judgment to estimate such amounts, as this requires us to determine the probability of various possible outcomes. We reexamine these uncertain tax positions on a quarterly basis. This reassessment is based on various factors during the period including, but not limited to, changes in worldwide tax laws and treaties, changes in facts or circumstances, effectively settled issues under audit and any new audit activity. A change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision in the period.

Recent Accounting Pronouncements and Accounting Changes

For a description of accounting changes and recent accounting pronouncements, including the expected dates of adoption and estimated effects, if any, on our consolidated financial statements, see Note 2, “Summary of Significant Accounting Policies” in the Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K.

 

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Results of Operations

The following table sets forth selected consolidated statements of operations data for the fiscal years indicated and the percentage change in such data from year to year. These historical operating results may not be indicative of the results for any future period.

 

		Years Ended March 31,
		2015				% change				2014				% change				2013
		(000)								(000)								(000)
Net revenues		$	338,767				0.7			$	336,330				20.1			$	280,014
Cost of goods sold			236,802				0.3				236,120				21.0				195,134
Gross profit		$	101,965				1.8			$	100,210				18.1			$	84,880
Operating expenses:
Research, development and engineering		$	26,667				(13.7	)		$	30,884				10.2			$	28,022
Selling, general and administrative			41,810				(0.4	)			41,983				6.9				39,287
Amortization of acquisition-related intangible assets			5,978				(43.2	)			10,521				368.9				2,244
Total operating expenses		$	74,455				(10.7	)		$	83,388				19.9			$	69,553

The following table sets forth selected statements of operations data as a percentage of net revenues for the fiscal years indicated. These historical operating results may not be indicative of the results for any future period.

 

		Years Ending March 31,
		2015 % of Net Revenues				2014 % of Net Revenues				2013 % of Net Revenues
Net revenues			100.0				100.0				100.0
Cost of goods sold			69.9				70.2				69.7
Gross profit			30.1				29.8				30.3
Operating expenses:
Research, development and engineering			7.9				9.2				10.0
Selling, general and administrative			12.3				12.5				14.0
Amortization of acquisition-related intangible assets			1.8				3.1				0.8
Total operating expenses			22.0				24.8				24.8
Operating income			8.1				5.0				5.5
Other income (expense)			0.9				(1.0	)			(0.3	)
Income before income tax			9.0				4.0				5.2
Provision for income tax			(2.0	)			(2.2	)			(2.5	)
Net income			7.0				1.8				2.7

 

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The following table sets forth the revenues for each of our product groups for fiscal 2015, 2014 and 2013:

Net Revenues(1)

 

		Year Ended March 31,
		2015				% change				2014				% change				2013
		(000)								(000)								(000)
Power semiconductors		$	219,445				(1.5	)		$	222,813				10.9			$	200,907
ICs			95,547				4.8				91,189				57.2				57,993
Systems and RF power semiconductors			23,775				6.5				22,328				5.7				21,114
Total		$	338,767				0.7			$	336,330				20.1			$	280,014

 

(1)	Revenue information includes intellectual property and consulting revenues that are not included in average selling prices.

The following tables set forth the average selling prices, or ASPs, and units for fiscal 2015, 2014 and 2013:

Average Selling Prices

 

		Year Ended March 31,
		2015				% change				2014				% change				2013
Power semiconductors		$	$2.10				8.8			$	1.93				(12.3	)		$	2.20
ICs		$	0.44				(8.3	)		$	0.48				(44.8	)		$	0.87
Systems and RF power semiconductors		$	34.16				51.9			$	22.49				1.3			$	22.20

Units

 

		Year Ended March 31,
		2015				% change				2014				% change				2013
		(000)								(000)								(000)
Power semiconductors			104,345				(9.7	)			115,596				26.6				91,276
ICs			216,358				21.7				177,749				177.7				64,015
Systems and RF power semiconductors			696				(29.9	)			993				4.4				951
Total			321,399				9.2				294,338				88.4				156,242

The following tables set forth the net revenues by geographic region for fiscal 2015, 2014 and 2013:

 

		Year Ended March 31,
		2015								2014								2013
		Net Revenues				% of Net Revenues				Net Revenues				% of Net Revenues				Net Revenues				% of Net Revenues
		(000)								(000)								(000)
Europe and Middle East		$	100,107				29.6			$	99,049				29.4			$	98,568				35.2
Asia Pacific			143,066				42.2				135,641				40.3				83,404				29.8
Rest of world			10,280				3.0				11,906				3.6				13,253				4.7
International revenues			253,453				74.8				246,596				73.3				195,225				69.7
USA			85,314				25.2				89,734				26.7				84,789				30.3
Total		$	338,767				100.0			$	336,330				100.0			$	280,014				100.0

Comparison of Fiscal 2014 Revenues to Fiscal 2015 Revenues.

The $2.4 million increase in net revenues from fiscal 2014 to fiscal 2015 reflected a $4.4 million, or 4.8%, increase in the sale of ICs and a $1.4 million, or 6.5%, increase in the sale of systems and RF power semiconductors, offset by a $3.4 million, or 1.5%, decrease in the sale of power semiconductors.

 

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The increase in revenues from the sale of ICs was primarily from the 8-bit microcontroller product line, or the Acquired MCU Business, that we acquired in fiscal 2014, and increased sales of solid state relays, offset by decreased sales of other microcontrollers and ASICs. The revenues from the sale of systems and RF power semiconductors increased primarily due to an increase in the sale of subassemblies to the industrial and commercial market. The decrease in power semiconductors was mainly due to a $6.2 million decrease in the sale of bipolar products, primarily to the industrial and commercial market, offset by a $2.7 million increase in the sale of MOS products, principally to the industrial and commercial market.

From fiscal 2014 to fiscal 2015, the increases in ASPs in power semiconductors and systems and RF power semiconductors were due to shifts in product mix toward higher-priced products. The reductions in the ASPs of ICs were mainly due to shifts in our product mix among microcontrollers and ASICs. For the same periods, the decreases in unit shipments of our power semiconductors and systems and RF power semiconductors were broad-based across product lines. Except for certain microcontroller product lines, we experienced growth in unit shipments across our IC product lines.

Intellectual property revenues, consisting of sales, licensing fees and royalties, were $1.2 million for fiscal 2015 as compared to $3.0 million for fiscal 2014.

From fiscal 2014 to fiscal 2015, our sales to the consumer products market increased while sales to other major application markets declined. Geographically, sales to Europe and the Middle East and the Asia Pacific region increased and sales to other geographic areas decreased.

In fiscal 2015 and 2014, one distributor accounted for 10.2% and 10.8% of our net revenues, respectively. In fiscal 2015, another distributor accounted for 10.5% of our net revenues.

Comparison of Fiscal 2013 Revenues to Fiscal 2014 Revenues.

The 20.1% increase in net revenues from fiscal 2013 to fiscal 2014 reflected a $21.9 million, or 10.9%, increase in the sale of power semiconductors, a $33.2 million, or 57.2%, increase in the sale of ICs and a $1.2 million, or 5.7%, increase in the sale of systems and RF power semiconductors.

The increase in power semiconductors was mainly due to a $14.6 million increase in the sale of MOS products, principally to the medical market and the industrial and commercial market, and a $6.1 million increase in the sale of bipolar products, primarily to the industrial and commercial market. The increase in revenues from ICs was driven by the Acquired MCU Business and the increased revenues from the sales of systems and RF power semiconductors were broad-based.

From fiscal 2013 to fiscal 2014, the changes in the ASPs of each product group were primarily due to shifts in our product mix rather than changes in product prices. In the case of ICs, the changes in product mix were driven by the addition of the Acquired MCU Business, as was the unit volume. For power semiconductors and systems and RF power semiconductors, the increases in unit shipments were broad-based.

Intellectual property revenues, consisting of sales, licensing fees and royalties, were $3.0 million for fiscal 2014 as compared to $2.1 million for fiscal 2013.

From fiscal 2013 to fiscal 2014, our sales increased in all major geographic areas, including the U.S., Europe and the Middle East, and the Asia Pacific region, and to all of our major application markets.

In fiscal 2014 and 2013, one distributor accounted for 10.8% and 10.3% of our net revenues, respectively. In fiscal 2013, another distributor accounted for 13.2% of our net revenues.

In each of the last three fiscal years, our revenues were reduced by allowances for sales returns, stock rotations and ship and debit. See “Critical Accounting Policies and Significant Management Estimates” elsewhere in this Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Gross Profit.

From fiscal 2014 to fiscal 2015, gross profit increased by $1.8 million and the gross profit margin increased from 29.8% to 30.1%. The growth in gross profit dollars was mainly because of increased net revenues and the higher gross profit margin was primarily due to favorable changes in product mix towards higher-margin products, offset by lower utilization of certain facilities and an increase in the provision for excess inventories.

 

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From fiscal 2013 to fiscal 2014, gross profit increased by $15.3 million and the gross profit margin decreased from 30.3% to 29.8%. The increase in gross profit dollars was largely driven by revenue growth. The lower gross profit margin was primarily due to changes in product mix towards the lower-margin consumer products market and an increase in the accrual for excess inventories.

In each of the last three years, our gross profit and gross profit margin were positively affected by the utilization and sale of excess inventory, which had previously been written down. See “Critical Accounting Policies and Significant Management Estimates — Inventories” elsewhere in the Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Research, Development and Engineering.

R&D expenses typically consist of internal engineering efforts for product design, process improvement and development. From fiscal 2014 to fiscal 2015, our R&D expenses decreased by $4.2 million and decreased from 9.2% to 7.9% as a percentage of net revenues. The decreases were mainly due to reduced personnel expenses and the completion of the development phase of a new manufacturing process. From fiscal 2013 to fiscal 2014, R&D expenses increased by $2.9 million and decreased from 10.0% to 9.2% as a percentage of net revenues. The increase in R&D expenses was primarily due to an increased product development effort and a license fee while the decrease in percentage primarily resulted from increased net revenues.

Selling, General and Administrative.

In fiscal 2015 as compared to fiscal 2014, SG&A expenses were largely unchanged but decreased to 12.3% from 12.5% as a percentage of net revenues. The decrease in the percentage was the result of higher net revenues. In fiscal 2014, as compared to fiscal 2013, SG&A expenses increased by $2.7 million and decreased from 14.0% to 12.5% as a percentage of net revenues. The increase in SG&A expenses was principally due to higher commission expenses consistent with increased revenues and additional professional and consulting expenses relating to the Acquired MCU Business, offset by reduced share-based compensation; whereas the decrease in the percentage primarily resulted from increased revenues.

Amortization of Acquisition-Related Intangible Assets.

During the quarter ended June 30, 2013, we completed the acquisition of the Acquired MCU Business. As a result, we recorded $24.0 million of intangible assets. We also recorded certain intangible assets during fiscal 2010 in connection with the acquisition of Zilog. The intangible assets from these acquisitions are amortized based upon their estimated useful lives of up to 72 months. For fiscal 2015, 2014 and 2013, amortization expenses on acquisition-related intangible assets were $6.0 million, $10.5 million and $2.2 million, respectively. See Note 7, “Goodwill and Intangible Assets” in the Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for further discussion regarding acquisition-related intangible assets.

Other Income (Expense).

In fiscal 2015, interest expense, net was $1.2 million as compared to $1.4 million in fiscal 2014 and $604,000 in fiscal 2013. The decrease in interest expense, net from fiscal 2014 to fiscal 2015 resulted from the repayments of the installment payments for the Acquired MCU Business and reduced capital leases, offset by increased interest expense on higher outstanding balance borrowed from the line of credit. The increase in interest expense, net from fiscal 2013 to fiscal 2014 was due to the accrual of interest on the installment payments for the Acquired MCU Business. See Note 8, “Borrowing and Installment Payment Arrangements” in the Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for further information regarding the arrangement.

In fiscal 2015, other income, net was $4.1 million as compared to other expense, net of $1.9 million in fiscal 2014 and other expense, net of $41,000 in fiscal 2013, respectively. The other income, net in fiscal 2015 was primarily due to a $5.9 million gain associated with changes in exchange rates for foreign currency transactions, offset by a $1.9 million in other than temporary write-down of our investments in marketable equity securities. The other expense, net in fiscal 2014 mainly consisted of losses associated with changes in exchange rates for foreign currency transactions of $2.4 million, offset by income from investments. The other expense, net in fiscal

 

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2013 included primarily a $1.3 million other than temporary write-down of our investments in marketable equity securities, offset by smaller gains associated with changes in exchange rates for foreign currency transactions and income from investments.

Provision for Income Taxes.

In fiscal 2015, the provision for income taxes reflected an effective tax rate of 22% as compared to 55% in fiscal 2014 and 48% in fiscal 2013. The fiscal 2015 tax rate reflected the benefits of higher income generated in certain foreign jurisdictions with lower tax rates. The fiscal 2014 tax rate was affected by a loss recognized in a lower tax rate jurisdiction and certain discrete items. The loss recognized in the lower tax jurisdiction was primarily due to amortization expenses resulting from the acquisition of the Acquired MCU Business. The fiscal 2013 tax rate reflected increases in valuation allowances applied against foreign deferred tax assets due to non-benefitted losses in certain tax jurisdictions where statutory tax rates are lower than in the countries where our principal operations occur. See Note 16, “Income Taxes” in the Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for further discussion regarding provision for income taxes.

Liquidity and Capital Resources

At March 31, 2015, cash and cash equivalents were $121.2 million as compared to $98.4 million at March 31, 2014 and $107.1 million at March 31, 2013. Over the past three fiscal years, the cash generated by our operations, along with the borrowing under our revolving line of credit, has provided sufficient liquidity for our needs.

Our cash provided by operating activities in fiscal 2015 was $48.2 million as compared to $19.3 million in fiscal 2014 and $31.6 million in fiscal 2013. For fiscal 2015 as compared to fiscal 2014, the increase in cash provided by operating activities of $28.9 million was primarily due to an increase of $15.1 million in net changes in operating assets and liabilities and an increase of $13.8 million in net income and total adjustments to reconcile net income, primarily due to a $17.7 million increase in net income, which was partially offset by a $5.8 million reduction caused by the foreign currency translation of intercompany transactions.

Changes in assets and liabilities for fiscal 2015 compared to fiscal 2014 included the following: Prepaid and other current assets decreased because of the timing of tax refunds, accounts receivables decreased due to the timing of revenues, accounts payable and inventories decreased due to a reduction in the purchase and manufacture of inventories and accrued expenses and other liabilities decreased in large part as a result of changes in income tax accruals.

For fiscal 2014 as compared to fiscal 2013, the decrease in cash provided by operating activities of $12.3 million was primarily due to a decrease of $13.6 million in net changes in operating assets and liabilities, offset by an increase of $1.3 million in net income and total adjustments to reconcile net income.

Changes in assets and liabilities for fiscal 2014 compared to fiscal 2013 included the following: Accounts receivables increased due to the timing of revenues, inventory purchases increased to meet our production plans and prepaid and other current assets increased because of the timing of tax refunds. These were offset by accrued expenses and other liabilities, which increased in large part as a result of changes in income tax accruals.

We used $15.1 million in net cash for investing activities during fiscal 2015, as compared to $27.1 million in fiscal 2014 and $11.1 million in fiscal 2013. In fiscal 2015, 2014 and 2013, we spent $8.2 million, $20.0 million and $4.5 million, respectively, on the purchases of investments and business acquisitions and we spent $7.0 million, $7.6 million and $7.2 million on capital expenditures, respectively. Over the past three fiscal years, the capital expenditures were principally for equipment required to maintain or increase our production capacity.

For fiscal 2015, net cash used in financing activities was $5.1 million, as compared to net cash used in financing activities of $3.3 million in fiscal 2014 and net cash used in financing activities of $10.9 million in fiscal 2013. In fiscal 2015, we drew an additional $30.0 million from our line of credit and we paid the two remaining installments due for the Acquired MCU Business. In addition, we used $4.3 million for payments of cash dividends to stockholders and $3.6 million for principal repayments on capital lease and loan obligations, offset by proceeds from employee equity plans of $2.6 million.

 

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In fiscal 2014, we used $3.7 million for payments of cash dividends to stockholders, $2.6 million for principal repayments on capital lease obligations, $1.0 million for repayments of loans and $602,000 to purchase treasury stock, offset by proceeds from employee equity plans of $4.4 million.

In fiscal 2013, we used $6.5 million for the purchase of treasury stock, $2.8 million for principal repayments on capital lease obligations, $1.9 million for payments of cash dividends to stockholders and $1.7 million for repayments of loans, offset by proceeds from employee equity plans of $2.0 million.

At March 31, 2015, capital lease obligations and loans payable totaled $49.7 million. This represented 41.0% of our cash and cash equivalents and 18.6% of our stockholders’ equity. Over the past three fiscal years, satisfying our payment obligations for capital leases and loans payable did not materially affect our ability to fund our operating needs.

At March 31, 2015, we were obligated on a €3.5 million, or $3.8 million, loan from IKB Deutsche Industriebank AG, or IKB. The loan had a term ending in June 2020, and bore a variable interest rate, which was dependent upon the current Euribor rate and the ratio of indebtedness to cash flow for the German subsidiary. Each fiscal quarter a principal payment of €167,000, or about $181,000, and a payment of accrued interest were required. Financial covenants included a ratio of indebtedness to cash flow, a ratio of equity to total assets and a minimum stockholders’ equity for the German subsidiary. The loan was collateralized by a security interest in the facility in Lampertheim, Germany. At March 31, 2015, we complied with the financial covenants.

In April 2015, we replaced the loan with a new loan from IKB. Under the new agreement, we borrowed €6.5 million, or about $7.2 million at the time. The loan has a term ending March 31, 2022 and bears a fixed annual interest rate of 1.75%. Each fiscal quarter a principal payment of €232,000, or $256,000, and a payment of accrued interest are required. Financial covenants for a ratio of indebtedness to cash flow, a ratio of equity to total assets and a minimum stockholders’ equity for the German subsidiary must be satisfied for the loan to remain in good standing. The loan may be prepaid in whole or in part with a modest penalty. The loan is also collateralized by a security interest in the facility in Lampertheim, Germany. See Note 18, “Subsequent Events” in the Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for further information about the borrowing.

On December 6, 2013, we entered into an Amended and Restated Credit Agreement with BOTW for a revolving line of credit of $50.0 million. All amounts owed under the credit agreement are due and payable on November 30, 2015. Borrowings may be repaid and re-borrowed during the term of the credit agreement. The obligations are guaranteed by two of our subsidiaries. At March 31, 2015, the outstanding principal balance under the credit agreement was $45.0 million. The credit agreement is subject to a set of financial covenants, including minimum total net worth, the ratio of cash, cash equivalents and accounts receivable to current liabilities, profitability, a leverage ratio and a minimum amount of U.S. domestic cash on hand. As of March 31, 2015, we complied with all of these financial covenants. See Note 8, “Borrowing and Installment Payment Arrangements” in the Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for further information regarding the credit agreement. The credit agreement also includes a $3.0 million letter of credit subfacility. See Note 17, “Commitment and Contingencies” in the Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for further information regarding the terms of our credit arrangements.

In fiscal 2015 and 2014, we paid $4.3 million and $3.7 million in dividends, respectively, through a quarterly cash dividend of up to $0.035 per share. The quarterly dividend is at the discretion of the Board of Directors.

On June 27, 2013, we purchased the Acquired MCU Business. The aggregate purchase price for the transferred assets was $50.0 million. The closing payment was $20.0 million and we were obligated to pay $30.0 million in two installment payments of $15.0 million each. The first installment was paid on June 26, 2014 and the second installment was paid on December 23, 2014. See Note 8, “Borrowing and Installment Payment Arrangements” in the Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for further information regarding the terms of the installment payments.

On May 1, 2015, we acquired RadioPulse. At closing, we paid cash consideration of $14.9 million. The total consideration may also include earnout payments aggregating up to $6.0 million and payable over three years. We incurred $193,000 in legal and consulting costs in connection with the acquisition.

 

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Additionally, we maintain three defined benefit pension plans: one in the United Kingdom, one in Germany and one in the Philippines. Benefits are based on years of service and the employees’ compensation. We either deposit funds for these plans with financial institutions, consistent with the requirements of local law, or accrue for the unfunded portion of the obligations. The United Kingdom and German plans have been curtailed. As such, the plans are closed to new entrants and no credit is provided for additional periods of service. The total pension liability accrued for the three plans at March 31, 2015 was $17.2 million. See Note 9, “Pension Plans” in the Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for a discussion of the investment return assumptions, the underlying estimates and the expected future cash flows associated with the pension plans.

As of March 31, 2015, we had $121.2 million in cash and cash equivalents. We believe that our cash and cash equivalents, together with cash generated from operations, will be sufficient to meet our anticipated cash requirements for the next 12 months. Our liquidity could be negatively affected by a decline in demand for our products, increases in the cost of materials or labor, investments in new product development, the inability to renew or replace our revolving line of credit in whole or in part or one or more acquisitions. We occasionally use forward and option contracts in the normal course of business to manage our foreign currency exchange risks. We did not have any open foreign exchange forward and option contracts at March 31, 2015. There can be no assurance that additional debt or equity financing will be available when required or, if available, can be secured on terms satisfactory to us.

Off-Balance Sheet Arrangements

As of March 31, 2015 and 2014, we did not have any relationships with unconsolidated entities or financial partners, including entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As such, we are not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships.

Disclosures about Contractual Obligations and Commercial Commitments

Details of our contractual obligations and commitments as of March 31, 2015 to make future payments under contracts are set forth below (in thousands):

 

Contractual Obligations(1)(2)		Payments Due by Period
		Total				Less Than 1 Year				1-3 Years				3-5 Years				More than 5 Years
Long term debt(3)		$	4,223			$	790			$	1,580			$	1,567			$	286
Current debt(3)			45,000				45,000				—				—				—
Capital lease obligations(4)			468				468				—				—				—
Operating lease obligations			6,457				1,442				2,310				1,636				1,069
Other purchase obligations(5)			24,342				20,671				3,671				—				—
Total		$	80,490			$	68,371			$	7,561			$	3,203			$	1,355

 

(1)

Contractual obligations shown in the table above exclude benefit payments to participants of our defined benefit pension plans. We summarize the estimated benefit payments to be made by the plans over the next ten years in Note 9, “Pension Plans” in the Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K. The table also excludes contributions we made to defined benefit pension plans and our defined contribution plan. Our future contributions to these plans depend on many uncertain factors including future returns on the defined benefit plan assets and the amount and timing of employee and discretionary employer contributions to the defined contribution plan. We provide additional information about our defined benefit pension plans and our defined contribution plan, in Note 14, “Employee Savings and Retirement Plans” and Note 9, “Pension Plans” in the Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K.

 

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(2)

We are unable to reliably determine the timing of future payments related to our uncertain tax positions. Therefore, $8.2 million of income taxes payable has been excluded from the table above. However, long term income taxes payable, included on our consolidated balance sheet, includes these uncertain tax payments.

 

(3)	Includes principal only since the interest rates are variable. See Note 8 “Borrowing and Installment Payment Arrangements” in the Notes to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for more details.

 

(4)	Includes anticipated interest payments. The capital lease obligations of $468,000 include interest payments totaling $4,000.

 

(5)	Represents commitments for purchase of inventory and property and equipment. These were not recorded as liabilities on our consolidated balance sheet as of March  31, 2015, as we had not yet received the related goods or taken title to the property.

Item 7A.     Quantitative and Qualitative Disclosures about Market Risk

We are exposed to various risks, including fluctuations in interest and foreign currency rates. In the normal course of business, we also face risks that are either non-financial or non-quantifiable. Such risks principally include country risks, credit risks and legal risks that are not discussed or quantified in the following analyses.

Other than some immaterial investments, we currently keep our funds in accounts and instruments that, for accounting purposes, are cash and cash equivalents and do not carry interest rate risk to the fair market value of principal. We may, in the future, choose to place our funds in investments in high quality debt securities, potentially consisting of debt instruments of the United States or state or local governments or investment grade corporate issuers. Investments in both fixed and floating rate securities have some degree of interest rate risk. Fixed rate securities may have their fair market value adversely impacted by increases in interest rates. Floating rate securities may produce less income than anticipated if interest rates fall. As a result, changes in interest rates could cause us to incur losses in principal if we are forced to sell securities that have declined in market value or may result in lower than anticipated investment income.

We intend to manage our exposure to interest rate, market and credit risk in any investment portfolio with investment policies and procedures that limit such things as term, credit rating and the amount of credit exposure to any one issue, issuer and type of instrument. We have not used derivative financial instruments in any investment portfolio.

The impact on the fair market value of our cash equivalents and our earnings from a hypothetical 100 basis point adverse change in interest rates as of the end of fiscal 2015 would have had the effect of reducing our net income by an amount less than $2.0 million. As our cash and cash equivalents have historically been held in accounts and instruments where the principal was not subject to interest rate risk and our cash and cash equivalents exceeded our variable rate borrowings, this sensitivity analysis was accomplished by offsetting our variable rate borrowings against our cash and cash equivalents and then estimating the impact of a 100 basis point reduction in interest rates on such adjusted cash balances.

We have interest rate risk from a $50.0 million revolving line of credit with BOTW. Borrowings may be repaid and re-borrowed during the term of the credit agreement. The obligations are guaranteed by two of our subsidiaries. All amounts owed under the credit agreement are due and payable on November 30, 2015. At March 31, 2015, the outstanding principal balance under the credit agreement was $45.0 million.

The credit agreement provides different interest rate alternatives under which we may borrow funds. We may elect to borrow based on LIBOR plus a margin, an alternative base rate plus a margin or a floating rate plus a margin. The margin can range from 0.75% to 2.5%, depending on interest rate alternatives and on our leverage of liabilities to effective tangible net worth. The effective interest rate as of March 31, 2015 was 1.94%.

Revenues from our foreign subsidiaries were approximately 55.8% of total revenues in fiscal 2015. To the extent not U.S. dollar denominated, these revenues are primarily denominated in Euros and British pounds. Our risk to foreign currencies is partially offset by the natural hedge of manufacturing and selling goods in the local currency. Most of our principal foreign subsidiaries use their respective local currencies as their functional currency.

 

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Although from time to time we enter into a limited number of foreign exchange forward or option contracts to help manage foreign currency exchange risk associated with certain of our operations, we do not generally hedge foreign currency exchange rates. The foreign exchange forward or option contracts we have entered into generally have original maturities ranging from one to six months. We do not enter into these contracts for trading purposes and do not expect gains or losses on these contracts to have a material impact on our financial results.

A hypothetical 10% adverse fluctuation in the exchange rate between the Euro and the U.S. dollar and the exchange rate between the British pound and the U.S. dollar would have had the effect of reducing our net income as of the end of fiscal 2015 by less than $4.0 million. Because of the operation of our principal foreign units in their own functional currencies, this sensitivity analysis was undertaken by examining the net income or loss of the foreign units incorporated into our statement of operations and testing the impact of the hypothetical change in exchange rates on such income or loss. The hypothetically derived net income or loss of the foreign units was then calculated with our statement of operations data to derive the hypothetical impact on our net income. Additionally, the impact of the hypothetical change in exchange rates on the balance sheets of our principal foreign units was examined and the hypothetical transaction effects, using normal accounting practices, were incorporated into the analysis.

It is likely that our future financial results could be directly affected by changes in foreign currency exchange rates. We will continue to face foreign currency exchange risks in the future. Therefore, our financial results could be directly affected by weak economic conditions in foreign markets. In addition, a strengthening of the U.S. dollar, the Euro or the British pound could make our products less competitive in foreign markets.

 

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Item 8.    Financial Statements and Supplementary Data

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

IXYS Corporation

Milpitas, California

We have audited the accompanying consolidated balance sheets of IXYS Corporation (the “Company”) as of March 31, 2015 and 2014 and the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the three years in the period ended March 31, 2015. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of IXYS Corporation at March 31, 2015 and 2014, and the results of its operations and its cash flows for each of the three years in the period ended March 31, 2015, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), IXYS Corporation’s internal control over financial reporting as of March 31, 2015, based on criteria established in Internal Control — Integrated Framework (2013) — issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated June 11, 2015 expressed an unqualified opinion thereon.

/s/    BDO USA, LLP

San Francisco, California

June 11, 2015

 

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IXYS CORPORATION

CONSOLIDATED BALANCE SHEETS

 

		March 31,
		2015				2014
		(In thousands, except share data)
ASSETS
Current assets:
Cash and cash equivalents		$	121,164			$	98,438
Restricted cash			266				337
Accounts receivable, net of allowances of $2,768 at March 31, 2015 and $3,013 at March 31, 2014			41,042				45,707
Inventories			82,005				93,028
Prepaid expenses and other current assets			3,413				9,520
Deferred income taxes			7,077				7,975
Total current assets			254,967				255,005
Property, plant and equipment, net			42,545				50,569
Intangible assets, net			10,384				16,347
Goodwill			27,375				25,164
Deferred income taxes			24,880				24,316
Other assets			13,704				11,781
Total assets		$	373,855			$	383,182
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of capitalized lease obligations		$	464			$	2,468
Current portion of loans payable			45,790				1,028
Accounts payable			12,675				15,684
Accrued expenses and other current liabilities			19,865				50,166
Total current liabilities			78,794				69,346
Capitalized lease obligations, net of current portion			—				723
Long term loans, net of current portion			3,433				19,831
Pension liabilities			17,232				15,545
Other long term liabilities			7,095				7,105
Total liabilities			106,554				112,550
Commitments and contingencies (Note 17)
Stockholders’ equity:
Preferred stock, $0.01 par value:
Authorized: 5,000,000 shares; none issued and outstanding			—				—
Common stock, $0.01 par value:
Authorized: 80,000,000 shares; 38,116,884 issued and 31,674,782 outstanding at March 31, 2015 and 38,016,909 issued and 31,353,819 outstanding at March 31, 2014			381				380
Additional paid-in capital			209,707				206,290
Treasury stock, at cost: 6,442,102 common shares at March 31, 2015 and 6,663,090 common shares at March 31, 2014			(56,833	)			(58,782	)
Retained earnings			137,134				117,715
Accumulated other comprehensive income (loss)			(23,088	)			5,029
Total stockholders’ equity			267,301				270,632
Total liabilities and stockholders’ equity		$	373,855			$	383,182

The accompanying notes are an integral part of these consolidated financial statements.

 

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IXYS CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

 

		Year Ended March 31,
		2015				2014				2013
		(In thousands, except per share data)
Net revenues		$	338,767			$	336,330			$	280,014
Cost of goods sold			236,802				236,120				195,134
Gross profit			101,965				100,210				84,880
Operating expenses
Research, development and engineering			26,667				30,884				28,022
Selling, general and administrative			41,810				41,983				39,287
Amortization of acquired intangible assets			5,978				10,521				2,244
Total operating expenses			74,455				83,388				69,553
Operating income			27,510				16,822				15,327
Other income (expense)
Interest income			240				157				334
Interest expense			(1,397	)			(1,579	)			(938	)
Other income (expense), net			4,077				(1,941	)			(41	)
Income before income tax provision			30,430				13,459				14,682
Provision for income tax			(6,690	)			(7,413	)			(7,034	)
Net income		$	23,740			$	6,046			$	7,648
Net income per share
Basic		$	0.75			$	0.19			$	0.25
Diluted		$	0.74			$	0.19			$	0.24
Cash dividends per common share		$	0.14			$	0.12			$	0.06
Weighted average shares used in per share calculation
Basic			31,531				31,146				31,025
Diluted			32,239				31,916				31,695

The accompanying notes are an integral part of these consolidated financial statements.

 

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IXYS CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

 

		Year Ended March 31,
		2015				2014				2013
		(in thousands)
Net income		$	23,740			$	6,046			$	7,648
Foreign currency translation adjustments			(24,112	)			7,553				(3,490	)
Changes in market value of investments:
Changes in unrealized gains (losses), net of tax expenses (benefits) of $(825) in 2015, $196 in 2014 and $(363) in 2013			(1,536	)			361				(672	)
Reclassification adjustment for net losses (gains) realized in net income, net of tax benefits (expenses) of $655 in 2015, $(52) in 2014 and $431 in 2013			1,218				(96	)			800
Net changes in market value of investments			(318	)			265				128
Changes in accumulated net actuarial income (loss):
Changes in accumulated net actuarial income (loss), net of tax expenses (benefits) of $(960) in 2015, $8 in 2014 and $(449) in 2013			(3,830	)			89				(1,957	)
Reclassification adjustment for net losses realized in net income, net of tax benefits of $36 in 2015, $21 in 2014 and $31 in 2013			143				215				136
Net changes in defined benefit plan accumulated net actuarial income (loss)			(3,687	)			304				(1,821	)
Other comprehensive income (loss)			(28,117	)			8,122				(5,183	)
Total comprehensive income (loss)		$	(4,377	)		$	14,168			$	2,465

The accompanying notes are an integral part of these consolidated financial statements.

 

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IXYS CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands)

 

		Common Stock and Additional Paid-In Capital								Treasury Shares				Treasury Amount				Retained Earnings				Accumulated Other Comprehensive Income (loss)				Total Stockholders’ Equity
		Shares				Amount
Balances, March 31, 2012			37,806			$	198,661				6,482			$	(56,838	)		$	110,194			$	2,090			$	254,107
Net income																			7,648								7,648
Other comprehensive loss																							(5,183	)			(5,183	)
Stock-based compensation							3,451																				3,451
Proceeds from sale of shares through employee equity incentive plans, related excess tax benefits and others			115				865																				865
Purchase of treasury stock											707				(6,505	)											(6,505	)
Re-issuance of treasury stock under stock compensation plans											(153	)			1,349				(270	)							1,079
Dividend																			(1,854	)							(1,854	)
Balances, March 31, 2013			37,921				202,977				7,036				(61,994	)			115,718				(3,093	)			253,608
Net income																			6,046								6,046
Other comprehensive income																							8,122				8,122
Stock-based compensation							2,785																				2,785
Proceeds from sale of shares through employee equity incentive plans, related excess tax benefits and others			96				908																				908
Purchase of treasury stock											60				(602	)											(602	)
Re-issuance of treasury stock under stock compensation plans											(433	)			3,814				(305	)							3,509
Dividend																			(3,744	)							(3,744	)
Balances, March 31, 2014			38,017				206,670				6,663				(58,782	)			117,715				5,029				270,632
Net income																			23,740								23,740
Other comprehensive loss																							(28,117	)			(28,117	)
Stock-based compensation							2,867																				2,867
Proceeds from sale of shares through employee equity incentive plans, related excess tax benefits and others			100				551																				551
Re-issuance of treasury stock under stock compensation plans											(221	)			1,949				(58	)							1,891
Dividend																			(4,263	)							(4,263	)
Balances, March 31, 2015			38,117			$	210,088				6,442			$	(56,833	)		$	137,134			$	(23,088	)		$	267,301

The accompanying notes are an integral part of these consolidated financial statements.

 

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IXYS CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

		Year Ended March 31,
		2015				2014				2013
		(In thousands)
Cash flows from operating activities:
Net income		$	23,740			$	6,046			$	7,648
Adjustments to reconcile net income to net cash provided by operating activities, net of assets acquired and liabilities assumed:
Depreciation and amortization			17,311				21,274				12,492
Provision for receivable allowances			8,935				8,563				10,064
Write-down of marketable equity securities			1,903				7				1,342
Net change in inventory provision			2,852				1,724				1,295
Stock-based compensation			2,867				2,785				3,451
Deferred income taxes			1,340				(551	)			2,495
Tax impacts due to employee equity incentive plans			(105	)			(152	)			38
Foreign currency adjustments on intercompany amounts and other non-cash items			(5,033	)			312				(142	)
Changes in operating assets and liabilities, net of business acquired:
Accounts receivable			(7,342	)			(14,755	)			(487	)
Inventories			(2,203	)			(6,296	)			(839	)
Prepaid expenses and other current assets			5,103				(5,518	)			(3,878	)
Other assets			828				(968	)			832
Accounts payable			(2,646	)			2,067				(1,304	)
Accrued expenses and other liabilities			2,058				5,698				(744	)
Pension liabilities			(1,414	)			(907	)			(626	)
Net cash provided by operating activities			48,194				19,329				31,637
Cash flows from investing activities:
Change in restricted cash			71				(23	)			195
Purchase of businesses, net of cash and cash equivalents acquired and installment payments			(2,297	)			(20,000	)			—
Purchases of investments			(5,887	)			—				(4,538	)
Purchases of plant and equipment			(7,018	)			(7,623	)			(7,192	)
Proceeds from sale of investments			54				512				453
Net cash used in investing activities			(15,077	)			(27,134	)			(11,082	)
Cash flows from financing activities:
Principal payments on capital lease obligations			(2,414	)			(2,570	)			(2,774	)
Repayments of loans and notes payable			(1,144	)			(1,000	)			(1,667	)
Installment payments for business acquisition			(30,000	)			—				—
Proceeds from loans			30,000				—				—
Tax impacts due to employee equity incentive plans			105				152				(38	)
Purchases of treasury stock			—				(602	)			(6,505	)
Payments of cash dividends to stockholders			(4,263	)			(3,744	)			(1,854	)
Proceeds from employee equity plans			2,587				4,420				1,982
Net cash used in financing activities			(5,129	)			(3,344	)			(10,856	)
Effect of exchange rate fluctuations on cash and cash equivalents			(5,262	)			2,471				(1,187	)
Net increase (decrease) in cash and cash equivalents			22,726				(8,678	)			8,512
Cash and cash equivalents at beginning of the year			98,438				107,116				98,604
Cash and cash equivalents at end of the year		$	121,164			$	98,438			$	107,116
Supplemental disclosure of cash flow information
Cash paid during the period for interest		$	2,172			$	801			$	897
Cash paid during the period for income taxes		$	1,416			$	4,760			$	126

The accompanying notes are an integral part of these consolidated financial statements.

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.    Description of Business

We design, develop, manufacture and market power semiconductors, digital and analog integrated circuits, or ICs, and systems and radio frequency, or RF, power semiconductors.

Power semiconductors are used primarily in controlling energy in motor drives, power conversion including uninterruptible power supplies, or UPS, and switch mode power supplies, or SMPS, and medical electronics. Our power semiconductors convert electricity at relatively high voltage and current levels to create efficient power as required by a specific application. Our target market includes segments of the power semiconductor market that require medium to high power semiconductors, with a particular emphasis on high power semiconductors. Our power semiconductors include power metal-oxide-silicon field-effect transistors, or Power MOSFETs, insulated-gate bipolar transistors, or IGBTs, thyristors and rectifiers, including fast-recovery epitaxial diodes, or FREDs. Our ICs include solid state relays, or SSRs, for telecommunications applications and power management and control ICs, such as current regulators, motion controllers, digital power modulators and drivers, and microcontrollers such as embedded flash microcontrollers and 8-bit microcontrollers. Our systems include laser diode drivers, high voltage pulse generators and modulators, and high power subsystems, sometimes know as stacks, that are principally based on our high power semiconductor devices.

We sell products in North America, Europe and Asia through an organization that includes direct sales personnel, independent representatives and distributors. We are headquartered in Northern California with principal operations in California, Massachusetts, Germany, the Philippines and the United Kingdom. Each site has manufacturing, research and development and sales and distribution activities. We also make use of subcontract manufacturers for fabrication of wafers and for assembly and test operations.

2.    Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of IXYS and our wholly-owned subsidiaries after elimination of all intercompany balances and transactions.

Foreign Currency Translation and Transaction

The local currency is considered to be the functional currency of some of our wholly-owned international subsidiaries. IXYS Semiconductor GmbH, or IXYS GmbH utilizes the Euro as its functional currency, while IXYS UK Westcode Limited, or IXYS UK, utilizes the British pound sterling as its functional currency. For such subsidiaries, the assets and liabilities are translated at the exchange rate in effect at year-end and the revenues and expenses are translated at average rates during the year. Adjustments resulting from the translation of these accounts of these subsidiaries into U.S. dollars are included in accumulated other comprehensive income (loss), a separate component of stockholders’ equity. Foreign currency transaction gains and losses are included as a component of other income or expense. The functional currency is U.S. dollars for our other significant subsidiaries.

Use of Estimates

The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from our estimates. Areas where management uses subjective judgments include, but are not limited to, revenue reserves, inventory valuation, deferred income taxes and related valuation allowances, allocation of purchase price in business combinations, valuation of goodwill and identifiable intangible assets and asset impairment analysis.

Revenue Recognition

Revenue is recognized when there is persuasive evidence that an arrangement exists, when delivery has occurred, when the price to the buyer is fixed or determinable and when collectability of the receivable is reasonably assured. These elements are met when title to the products is passed to the buyers. Sales with destination point terms are recognized upon delivery.

 

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We sell to distributors and original equipment manufacturers. Approximately 55.6% of our revenues in fiscal 2015 were from distributors. We provide certain of our distributors with the following programs: stock rotation and ship and debit.

Reserves for sales returns and allowances, including allowances for so called “ship and debit” transactions, are recorded at the time of shipment, based on historical levels of returns and discounts, current economic trends and changes in customer demand.

Accounts receivable from distributors are recognized and inventory is relieved when title to inventories transfer, typically upon shipment from us, at which point we have a legally enforceable right to collection under normal payment terms. Under certain circumstances where we are not able to reasonably and reliably estimate the actual returns, revenues and costs relating to distributor sales are deferred until products are sold by the distributors to the distributor’s end customers. Deferred amounts are presented net and included under “Accrued expenses and other liabilities.”

Allowance for sales returns.    We maintain an allowance for sales returns for estimated product returns by our customers. We estimate our allowance for sales returns based on our historical return experience, current economic trends, changes in customer demand, known returns we have not received and other assumptions. If we were to make different judgments or utilize different estimates, the amount and timing of our revenue could be materially different. Given that our revenues consist of a high volume of relatively similar products, to date our actual returns and allowances have not fluctuated significantly from period to period, and our returns provisions have historically been reasonably accurate. This allowance is included as part of the accounts receivable allowance on the balance sheet and as a reduction of revenues in the statement of operations.

Allowance for stock rotation.    We also provide “stock rotation” to select distributors. The rotation allows distributors to return a percentage of the previous six months’ sales. In the fiscal years ended March 31, 2015, 2014 and 2013, approximately $1.7 million, $1.5 million and $2.4 million, respectively, of products were returned to us under the program. We establish the stock rotation allowance immediately upon sales except where the revenue recognition is deferred and recognized on the sale by the distributor of products to the end customer. The allowance, which is management’s best estimate of future returns, is based upon the historical experience of returns and inventory levels at the distributors. This allowance is included as part of the accounts receivable allowance on the balance sheet and as a reduction of revenues in the statement of operations.

Allowance for ship and debit.    Ship and debit is a program designed to assist distributors in meeting competitive prices in the marketplace on sales to their end customers. Ship and debit requires a request from the distributor for a pricing adjustment for a specific part for a customer sale to be shipped from the distributor’s stock. We have no obligation to accept this request. However, it is our historical practice to allow some companies to obtain pricing adjustments for inventory held. We receive periodic statements regarding our products held by our distributors. Ship and debit authorizations may cover current and future distributor activity for a specific part for sale to a distributor’s customer. At the time we record sales to distributors, we provide an allowance for the estimated future distributor activity related to such sales since it is probable that such sales to distributors will result in ship and debit activity. The sales allowance requirement is based on sales during the period, credits issued to distributors, distributor inventory levels, historical trends, market conditions, pricing trends we see in our direct sales activity with original equipment manufacturers and other customers, and input from sales, marketing and other key management. We believe that the analysis of these inputs enable us to make reliable estimates of future credits under the ship and debit program. This analysis requires the exercise of significant judgments. Our actual results to date have approximated our estimates. At the time the distributor ships the part from stock, the distributor debits us for the authorized pricing adjustment. This allowance is included as part of the accounts receivable allowance on the balance sheet and as a reduction of revenues in the statement of operations. If competitive pricing were to decrease sharply and unexpectedly, our estimates might be insufficient, which could significantly adversely affect our operating results.

 

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Additions to the ship and debit allowance are estimates of the amount of expected future ship and debit activity related to sales during the period and reduce revenues and gross profit in the period. The following table sets forth the beginning and ending balances of, additions to, and deductions from, the allowance for ship and debit during the three years ended March 31, 2015 (in thousands):

 

Balance March 31, 2012		$	1,101
Additions			5,842
Deductions			(5,547	)
Balance March 31, 2013			1,396
Additions			4,757
Deductions			(5,082	)
Balance March 31, 2014			1,071
Additions			5,765
Deductions			(5,777	)
Balance March 31, 2015		$	1,059

We state our revenues net of any taxes collected from customers that are required to be remitted to the various government agencies. The amount of taxes collected from customers and payable to government is included under “Accrued expenses and other liabilities.” Shipping and handling costs are included in cost of sales.

Trade accounts receivable and allowance for doubtful accounts.    Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is our best estimate of the amount of probable credit losses in the existing accounts receivable. We determine the allowance based on the aging of our accounts receivable, the financial condition of our customers and their payment history, our historical write-off experience and other assumptions. The allowance for doubtful accounts is reviewed quarterly. Past due balances and other specified accounts as necessary are reviewed individually. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Actual write-offs may be in excess of the recorded allowance. This allowance is included as part of the accounts receivable allowance on the balance sheet and as a “selling, general and administrative expense” in the statement of operations.

Cash and Cash Equivalents

We consider all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. Cash equivalents include investments in commercial paper and money market accounts at banks.

Restricted Cash

Restricted cash balances at March 31, 2015 and March 31, 2014 were $266,000 and $337,000, respectively. The restricted cash balances constitute funds segregated for pension payments in Germany.

Inventories

Inventories are recorded at the lower of a currently adjusted standard cost, which approximates actual cost on a first-in-first-out basis, or market value. Our accounting for inventory costing is based on the applicable expenditure incurred, directly or indirectly, in bringing the inventory to its existing condition. Such expenditures include acquisition costs, production costs and other costs incurred to bring the inventory to its use. As it is impractical to track inventory from the time of purchase to the time of sale for the purpose of specifically identifying inventory cost, inventory is, therefore, valued based on a standard cost, given that the materials purchased are identical and interchangeable at various production processes. The authoritative guidance provided by Financial Accounting Standards Board, or FASB, requires certain abnormal expenditures to be recognized as expenses in the current period versus being capitalized in inventory. It also requires that the amount of fixed

 

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production overhead allocated to inventory be based on the normal capacity of the production facilities. We review our standard costs on an as-needed basis, but in any event at least once a year, and update them as appropriate to approximate actual costs.

We typically plan our production and inventory levels based on internal forecasts of customer demand, which are highly unpredictable and can fluctuate substantially. The value of our inventories is dependent on our estimate of future demand as it relates to historical sales. If our projected demand is overestimated, we may be required to reduce the valuation of our inventories below cost. We regularly review inventory quantities on hand and record an estimated provision for excess inventory based primarily on our historical sales and expectations for future use. Actual demand and market conditions may be different from those projected by our management. This could have a material effect on our operating results and financial position. If we were to make different judgments or utilize different estimates, the amount and timing of the write-down of inventories could be materially different.

Excess inventory frequently remains saleable. When excess inventory is sold, it yields a gross profit margin of up to 100%. Sales of excess inventory have the effect of increasing the gross profit margin beyond that which would otherwise occur, because of previous write-downs. Once inventory is written down below cost, it is not written back up when it is subsequently sold or scrapped. We do not physically segregate excess inventory and assign unique tracking numbers to it in our accounting systems. Consequently, we cannot isolate the sales prices of excess inventory from the sales prices of non-excess inventory. Therefore, we are unable to report the amount of gross profit resulting from the sale of excess inventory or quantify the favorable impact of such gross profit on our gross profit margin.

The following table provides information on our excess and obsolete inventory reserve charged against inventory at cost (in thousands):

 

Balance at March 31, 2012		$	28,138
Utilization or sale			(2,242	)
Scrap			(3,662	)
Additional provision			3,385
Foreign currency translation adjustments			(330	)
Balance at March 31, 2013			25,289
Utilization or sale			(1,579	)
Scrap			(3,422	)
Additional provision			3,503
Foreign currency translation adjustments			513
Balance at March 31, 2014			24,304
Utilization or sale			(1,637	)
Scrap			(2,901	)
Additional provision			4,487
Foreign currency translation adjustments			(1,500	)
Balance at March 31, 2015		$	22,753

The practical efficiencies of wafer fabrication require the manufacture of semiconductor wafers in minimum lot sizes. Often, when manufactured, we do not know whether or when all the semiconductors resulting from a lot of wafers will sell. With more than 10,000 different part numbers for semiconductors, excess inventory resulting from the manufacture of some of those semiconductors will be continual and ordinary. Because the cost of storage is minimal when compared to potential value and because the products of our company do not quickly become obsolete, we expect to hold excess inventory for potential future sale for years. Consequently, we have no set time line for the sale or scrapping of excess inventory.

In addition, our inventory is also being written down to lower of cost or market or net realizable value. We review our inventory listing on a quarterly basis for an indication of losses being sustained for costs that exceed

 

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selling prices less direct costs to sell. When it is evident that the selling price is lower than current cost, the inventory is marked down accordingly. At March 31, 2015 and 2014, our lower of cost or market reserves were $444,000 and $474,000, respectively.

We periodically identify any inventory that is no longer usable and write it off against recorded reserves.

Property, Plant and Equipment

Property, plant and equipment, including equipment under capital leases, are stated at cost less accumulated depreciation. Equipment under capital lease is stated at the lower of the present value of the minimum lease payments at the beginning of the lease term or the fair value of the leased assets at the inception of the lease. Depreciation is computed using the straight-line method over estimated useful lives of 1 to 14 years for equipment and 24 years to 50 years for property and plant. Upon disposal, the assets and related accumulated depreciation are removed from our accounts and the resulting gains or losses are reflected in the statements of operations. Repairs and maintenance costs are charged to expense. Depreciation of leasehold improvements is provided on the straight-line method over the shorter of the estimated useful life or the term of the lease.

The authoritative guidance provided by FASB requires evaluating the recoverability of the carrying amount of our property, plant and equipment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. Impairment is assessed when the forecasted undiscounted cash flows derived for the operation to which the assets relate are less than the carrying amount including associated intangible assets of the operation. If the operation is determined to be unable to recover the carrying amount of its assets, then impairment loss is recognized by reducing the carrying amount of the long-lived asset group on a pro-rata basis using the relative carrying amounts of those assets. Fair value is determined based on discounted cash flows or appraised values, depending on the nature of the assets. Judgment is used when applying these impairment rules to determine the timing of the impairment test, the undiscounted expected cash flows used to assess impairments and the fair value of an impaired asset. The dynamic economic environment in which we operate and the resulting assumptions used to estimate future cash flows affect the outcome of these impairment tests.

On June 10, 2005, IXYS GmbH, our German subsidiary, borrowed €10.0 million, or about $12.2 million at the time, from IKB Deutsche Industriebank AG, or IKB. This loan was collateralized by a security interest in our facility in Lampertheim, Germany. In April 2015, we replaced the loan with a new borrowing of €6.5 million, or about $7.2 million. The loan is expected to be paid in full by March 31, 2022 and is also collateralized by a security interest in our facility in Lampertheim, Germany. See Note 8, “Borrowing and Installment Payment Arrangements” and Note 18, “Subsequent Events” for more details.

Treasury Stock

We account for treasury stock using the cost method. Cost includes fees charged in connection with acquiring treasury stock.

Other Assets

Other assets include marketable equity securities classified as available-for-sale and long term equity investments accounted under the equity method. Investments designated as available-for-sale are reported at fair value with the unrealized gains and losses, net of tax, recorded in other comprehensive income (loss). Realized gains and losses (calculated as proceeds less specifically identified costs) and declines in value of these investments judged by management to be other than temporary, if any, are included in other income (expense).

We have a 45% equity interest in Powersem GmbH, or Powersem, a semiconductor manufacturer based in Germany and a 20% equity interest in EB Tech Ltd., or EB Tech, a radiation services provider based in South Korea. In fiscal 2015, we acquired 24.3% equity interest in Automated Technology, Inc., or ATEC, an assembly and test services provider in the Philippines. These investments are accounted for using the equity method. In fiscal 2015, we recognized $140,000 loss on our investment in ATEC. In addition, in fiscal 2015, we recognized income of $7,000 on our investment in Powersem and $126,000 on our investment in EB Tech Ltd. In fiscal 2014, we recognized income of $115,000 and $188,000 on each of these investments, respectively. In fiscal 2013, we recognized income of $107,000 and $124,000 on each of these investments, respectively.

 

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Refer to Note 5, “Other Assets” and Note 13, “Related Party Transactions” for further information regarding the investment balances and the related transactions of those long term equity investments.

Goodwill and Intangible Assets

Goodwill represents the excess of the purchase price over the estimated fair value of the net assets acquired. The costs of acquired intangible assets are recorded at fair value at acquisition. Intangible assets with finite lives are amortized using the straight-line method or accelerated method over their estimated useful lives and evaluated for impairment in accordance with the authoritative guidance provided by FASB.

Goodwill and intangible assets with indefinite lives are reviewed at least annually for impairment charges during the quarter ending March 31, or more frequently if events and circumstances indicate that the asset might be impaired, in accordance with the authoritative guidance provided by FASB. We first assess qualitative factors to determine whether it is necessary to perform the two-step fair value-based impairment test described below. If we believe that, as a result of its qualitative assessment, it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is required. Otherwise, no further testing is required.

Under the quantitative approach, there are two steps in the determination of the impairment of goodwill. The first step compares the carrying amount of the net assets to the fair value of the reporting unit. The second step, if necessary, recognizes an impairment loss to the extent the carrying value of the reporting unit’s net assets exceed the implied fair value of goodwill. An impairment loss would be recognized to the extent that the carrying amount exceeds the fair value of the reporting unit. We operate our business as one reporting unit.

We assess the recoverability of the finite-lived intangible assets by examining the occurrences of certain events or changes of circumstances that indicate that the carrying amounts may not be recoverable. After our initial assessment, if it is necessary, we perform the impairment test by determining whether the estimated undiscounted cash flows attributable to the assets in question are less than their carrying values. Impairment losses, if any, are measured as the amount by which the carrying values of the assets exceed their fair value and are recognized in operating results. If a useful life is determined to be shorter than originally estimated, we accelerate the rate of amortization and amortize the remaining carrying value over the new shorter useful life.

See Note 7, “Goodwill and Intangible Assets” for further discussion of impairment analysis of goodwill and related charges recorded.

Derivative Financial Instruments

Although the majority of our transactions are in U.S. dollars, we enter into foreign exchange forward and option contracts to manage foreign currency exchange risk associated with our operations. From time to time, we purchase short-term, foreign exchange forward and option contracts to hedge the impact of foreign currency fluctuations on certain underlying assets, liabilities and commitments for operating expenses denominated in foreign currencies. The purpose of entering into these hedge transactions is to minimize the impact of foreign currency fluctuations on the results of operations. The contracts generally have maturity dates that do not exceed six months. We did not have any open foreign exchange forward and option contracts at March 31, 2015. In order to manage our variable interest rate exposure on our former loan from IKB, we entered into an interest rate swap, which will end in June 2015.

We do not purchase derivative contracts for trading purposes. We elected not to designate these contracts as accounting hedges and any changes in fair value are marked to market and other income (expense), net. See Note 4, “Fair Value” and Note 8, “Borrowing and Installment Payment Arrangements” for further information on the borrowing from IKB.

Defined Benefit Plans

We maintain pension plans covering certain of our employees. For financial reporting purposes, net periodic pension costs are calculated based upon a number of actuarial assumptions, including a discount rate for plan obligations, assumed rate of return on pension plan assets and assumed rate of compensation increases for plan employees. All of these assumptions are based upon management’s judgment, considering all known trends and uncertainties. Actual results that differ from these assumptions would impact the future expense recognition and

 

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cash funding requirements of our pension plans. The authoritative guidance provided by FASB requires us to recognize the funded status of our defined benefit pension and post-retirement benefit plans in our consolidated balance sheets, with a corresponding adjustment to accumulated other comprehensive income, net of tax.

Fair Value of Financial Instruments

The assessment of fair value for our financial instruments is based on the authoritative guidance provided by FASB in connection with fair value measurements. It defines fair value, establishes a framework for measuring fair value and expands disclosure of fair value measurements.

Carrying amounts of some of our financial instruments, including cash and cash equivalents, accounts receivable and accounts payable, approximate fair value due to their short maturities. Based on borrowing rates currently available to us for loans with similar terms, the carrying value of notes payable to banks and loans payable approximate fair value and represent level 2 valuations.

Advertising Expense

We expense advertising as the costs are incurred. Advertising expense for the years ended March 31, 2015, 2014 and 2013 was $437,000, $631,000 and $649,000, respectively. Advertising expense is included in “Selling, general and administrative expenses” on our consolidated statements of operations.

Research and Development Expense

Research and development costs are charged to operations as incurred.

Income Taxes

Our provision for income taxes is comprised of our current tax liability and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is required to reduce the deferred tax assets to the amount that management estimates is more likely than not to be realized. In determining the amount of the valuation allowance, we consider income over recent years, estimated future taxable income, feasible tax planning strategies, and other factors, in each taxing jurisdiction in which we operate. If we determine that it is more likely than not that we will not realize all or a portion of our remaining deferred tax assets, we will increase our valuation allowance with a charge to income tax expense. Conversely, if we determine that it is more likely than not that we will ultimately be able to utilize all or a portion of the deferred tax assets for which a valuation allowance has been provided, the related portion of the valuation allowance will be released, which will have the effect of reducing income tax expense. Significant management judgment is required in determining the provision for income taxes, the deferred tax assets and liabilities and any valuation allowance recorded against net deferred tax assets. In the event that actual results differ from these estimates or we adjust these estimates in future periods, we may need to establish or increase an additional valuation allowance that could materially impact our financial position and results of operations. Our ability to utilize our deferred tax assets and the continuing need for related valuation allowances are monitored on an ongoing basis. See Note 16, “Income Taxes” for further discussion regarding income taxes.

Other Income and Expense

Other income and expense primarily consists of gains and losses on foreign currency transactions and interest income and expense, together with our share of income or loss from investments accounted for on the equity method and other than temporary impairment charges on available-for-sale securities.

Indemnification

Product guarantees and warranties have not historically proved to be material. On occasion, we provide limited indemnification to customers against intellectual property infringement claims related to our products. To date, we have not experienced significant activity or claims related to such indemnifications. We also provide in the normal course of business indemnification to our officers, directors and selected parties. We are unable to estimate any potential future liability, if any. Therefore, no liability for these indemnification agreements has been recorded as of March 31, 2015 and 2014.

 

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Legal Contingencies

We are subject to various legal proceedings and claims, the outcomes of which are subject to significant uncertainty. The authoritative guidance provided by FASB requires that an estimated loss from a loss contingency should be accrued by a charge to income if it is probable that an asset has been impaired or a liability has been incurred and the amount of the loss can be reasonably estimated. Disclosure of a contingency is required if there is at least a reasonable possibility that a material loss has been incurred. We evaluate, among other factors, the degree of probability of an unfavorable outcome and the ability to make a reasonable estimate of the amount of loss. Changes in these factors could materially impact our financial position, results of operations or cash flows.

Net Income (Loss) per Share

Basic net income (loss) available per common share is computed using net income (loss) and the weighted average number of common shares outstanding during the period. Diluted net income (loss) per common share is computed using net income (loss) and the weighted average number of common shares outstanding, assuming dilution, which includes potentially dilutive common shares outstanding during the period. Potentially dilutive common shares include the assumed exercise of stock options and assumed vesting of restricted stock units using the treasury stock method. See Note 12, “Computation of Earnings per Share.”

Accumulated Other Comprehensive Income

Accumulated other comprehensive income or loss represents foreign currency translation adjustments, unrealized gain or loss on equity investments classified as “available-for-sale” and minimum pension liability, net of tax. See Note 11, “Accumulated Other Comprehensive Income (Loss).”

Concentration and Business Risks

Dependence on Third Parties for Wafer Fabrication and Assembly

Measured in dollars, in fiscal 2015 we manufactured approximately 54.0% of our wafers, an integral component of our products, in our facilities in Germany, the UK, Massachusetts and California. We relied on third party suppliers to provide the remaining 46.0%. There can be no assurance that material disruptions in supply will not occur in the future. In such event, we may have to identify and secure additional foundry capacity and may be unable to identify or secure sufficient foundry capacity to meet demand. Even if such capacity is available from another manufacturer, the qualification process could take six months or longer. If we were unable to qualify alternative manufacturing sources for existing or new products in a timely manner or if such sources were unable to produce semiconductor devices with acceptable manufacturing yields and at acceptable prices, our business, financial condition and results of operations would be materially and adversely affected.

Dependence on Suppliers

We purchase silicon substrates from a limited number of vendors, most of whom we do not have long term supply agreements with. Any of these suppliers could terminate their relationship with us at any time. Our reliance on a limited number of suppliers involves several risks, including potential inability to obtain an adequate supply of silicon substrates and reduced control over the price, timely delivery, reliability and quality of the silicon substrates. There can be no assurance that problems will not occur in the future with suppliers.

Employees Covered by Collective Bargaining Arrangements

Approximately 50.6% and 94.4% of our employees in the United Kingdom and Germany, respectively, are covered by collective bargaining arrangements.

Concentration of Credit Risk

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approved by the Board of Directors and is reviewed periodically by management to minimize credit risk. Regarding cash and cash equivalents, the policy authorizes the investment of excess cash in deposit accounts, certificates of deposit, bankers’ acceptances, commercial paper rated AA or better and other money market accounts and instruments of similar liquidity and credit quality.

We invest our excess cash primarily in foreign and domestic banks in short term time deposit and money market accounts. Maturities are generally three months or less. Our non-interest bearing domestic cash balances exceed federally insured limits. Additionally, we may invest in commercial paper with financial institutions that management believes to be creditworthy. These securities mature within ninety days or less and bear minimal credit risk. We have not experienced any losses on such investments.

We sell our products primarily to distributors and original equipment manufacturers. We perform ongoing credit evaluations of our customers and generally do not require collateral. An allowance for potential credit losses is maintained by us. See Note 15, “Segment and Geographic Information” for a discussion of revenues by geography.

In fiscal 2015, 2014 and 2013, one distributor accounted for 10.2%, 10.8% and 10.3% of our net revenues, respectively. In fiscal 2015 and 2013, another distributor accounted for 10.5% and 13.2% of our net revenues, respectively.

We continually monitor the credit risk in our portfolio and mitigate our credit risk exposures in accordance with the policies approved by our Board of Directors.

Stock-Based Compensation Plans

We have employee equity incentive plans, which are described more fully in Note 10, “Employee Equity Incentive Plans.” The authoritative guidance provided by FASB requires employee stock options and rights to purchase shares under stock participation plans to be accounted for under the fair value method and requires the use of an option pricing model for estimating fair value. Accordingly, share-based compensation is measured at grant date, based on the fair value of the award and shares expected to vest.

Compensation cost for equity incentive awards is based on the grant-date fair value estimated in accordance with the authoritative guidance provided by FASB. We use the straight-line attribution method to recognize share-based compensation costs over the service period of the award.

The fair value of issuances under our Employee Stock Purchase Plan is estimated on the issuance date using the Black-Scholes options pricing model.

Recent Accounting Pronouncements

In April 2014, FASB issued changes to the criteria for determining which disposals are required to be presented as discontinued operations. The changes require a disposal of a component of an entity or a group of components of an entity to be reported in discontinued operations if the disposal represents a strategic shift that has, or will have, a major effect on an entity’s operations and financial results. The amendments apply on a prospective basis to disposals of components of an entity that occur within annual periods beginning on or after December 15, 2014 and interim periods within those years, with early adoption permitted. We expect this guidance to have an impact on our financial statements only in the event of a future disposition which meets the criteria.

In May 2014, FASB issued a new standard on the recognition of revenue from contracts with customers, which includes a single set of rules and criteria for revenue recognition to be used across all industries. The revenue standard’s core principle is built on the contract between a vendor and a customer for the provision of goods and services. It attempts to depict the exchange of rights and obligations between the parties in the pattern of revenue recognition based on the consideration to which the vendor is entitled. To accomplish this objective, the standard requires five basic steps: identify the contract with the customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract, and recognize revenue when or as the entity satisfies a performance obligation. This standard is effective for annual reporting periods beginning after December 15, 2016, including interim periods during the annual period. Early adoption is prohibited. In April 2015, FASB proposed deferring the implementation of the guidance by one year. Different transition methods are available — full retrospective

 

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method, retrospective with certain practical expedients, and a modified retrospective (cumulative effect) approach. We are currently evaluating the impact of the adoption of the standard on our consolidated financial statements including selection of the transition method.

In August 2014, FASB issued a new standard on the disclosure of uncertainties about an entity’s ability to continue as a going concern. The guidance seeks to define management’s responsibility to decide whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. This standard is effective for annual reporting periods beginning after December 15, 2016, including interim periods during the annual period. Early application is permitted. We do not believe that the adoption of this guidance will have any material impact on our financial position or results of operations.

In November 2014, FASB issued a new standard on pushdown accounting in business acquisitions. The standard provides guidance on whether and at what threshold an acquired entity that is a business can apply pushdown accounting in its separate financial statements. This standard was effective for us on November 18, 2014 and the adoption of the standard did not have significant impact on our consolidated financial statements.

In April 2015, the FASB issued the authoritative guidance that requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the debt liability rather than as an asset. The guidance will be effective for public companies for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years, with early adoption permitted for financial statements that have not been previously issued. The new standard is required to be applied retrospectively to all prior periods presented in the financial statements. An entity is also required in the year of adoption (and in interim periods within that year) to provide certain disclosures about the change in accounting principle, including the nature of and reason for the change, the transition method, a description of the prior-period information that has been retrospectively adjusted and the effect of the change on the financial statement line items (that is, debt issuance cost asset and the debt liability). We do not expect this guidance to have significant impact on our consolidated financial statements.

3.    Business Combinations

Acquired MCU Business

On June 27, 2013, we completed the acquisition of an 8-bit microcontroller product line, or the Acquired MCU Business, from the System LSI Division of Samsung Electronics Co., Ltd. The acquired product line includes microcontrollers potentially useful in a number of applications, which have to date been principally used in consumer product applications. The acquisition was intended to bolster our product portfolio and empower customers to utilize products from across our multiple product lines.

The aggregate purchase price for the acquired assets was $50.0 million. The closing payment was $20.0 million and we were obligated to pay $30.0 million in two installment payments of $15.0 million each. The first installment and interest were paid on June 26, 2014 and the second installment and interest were paid on December 23, 2014. The installment payments and interest were included in “Accrued expenses and other current liabilities” on our audited consolidated balance sheet.

We incurred $403,000 in legal and consulting costs related to the acquisition in fiscal 2014. The costs incurred were fully expensed and included in “Selling, general and administrative” expenses, or SG&A expenses, on our audited consolidated statements of operations.

The following table summarizes the values of the assets acquired at the acquisition date (in thousands):

 

		Purchase Price Allocation
Inventories		$	800
Property, plant and equipment			36
Identifiable intangible assets			24,000
Total identifiable net assets			24,836
Goodwill			25,164
Total purchase price		$	50,000

 

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Identifiable intangible assets consisted of developed intellectual property, customer relationships, contract backlog and a non-competition agreement. The valuation of the acquired intangibles was classified as a Level 3 measurement under the fair value measurement guidance, because the valuation was based on significant unobservable inputs and involved management judgment and assumptions about market participants and pricing. In determining fair value of the acquired intangible assets, we determined the appropriate unit of measure, the exit market and the highest and best use for the assets. The income approach and cost approach were used to estimate the fair value. The income approach indicates the fair value of an asset based on the value of the cash flows that the asset can be expected to generate in the future through a discounted cash flow method. The income approach was used to determine the fair values of developed intellectual property, the non-competition agreement, contract backlog and customer relationships. The goodwill arising from the acquisition was largely attributable to the synergies expected to be realized after our acquisition and integration of the Acquired MCU Business. The goodwill is not deductible for tax purposes. See Note 7, “Goodwill and Intangible Assets” for the valuation of identified intangible assets resulting from the acquisition.

The Acquired MCU Business contributed revenues of $40.0 million and $36.1 million in our audited consolidated statements of operations for fiscal 2015 and fiscal 2014, respectively. As the Acquired MCU Business is fully integrated within our existing operations we are not able to calculate and report the net income contribution specific to the Acquired MCU Business.

Supplemental Pro Forma Financial Information

The following pro forma summary gives effect to the acquisition of the Acquired MCU Business as if it had occurred at the beginning of fiscal 2013. The pro forma financial information reflects the business combination accounting effects resulting from this acquisition including our amortization charges from acquired intangible assets, the acquisition related expenses and the interest expenses on installment payments of the acquisition. The summary is provided for illustrative purposes only and is not necessarily indicative of the consolidated results of operations for future periods.

The Acquired MCU Business’s fiscal year ended on December 31, while our fiscal year ends on March 31. As such, the financial information of the Acquired MCU Business is included in the following unaudited pro forma table so as to align with the reporting periods of our fiscal quarters. In the following unaudited pro forma table, the financial information for fiscal 2014 includes the historical financial results of IXYS Corporation for the twelve months ended March 31, 2014 and the historical financial results of the Acquired MCU Business for the three months ended March 31, 2013; the financial information for fiscal 2013 includes the historical financial results of IXYS Corporation for the twelve months ended March 31, 2013 and the historical financial results of the Acquired MCU Business for the twelve months ended December 31, 2012 (in thousands, except per share data):

 

		Years Ended March 31
		2014				2013
		(unaudited)
Pro forma net revenues		$	360,228			$	369,086
Pro forma net income		$	15,364			$	18,189
Pro forma net income per share (basic)		$	0.49			$	0.59
Pro forma net income per share (diluted)		$	0.48			$	0.57

Other Acquisition

In the quarter ended June 30, 2014, we completed a business acquisition for a cash consideration of $2.3 million, net of cash acquired. The acquisition resulted in a goodwill of $2.8 million and we assumed debt of $723,000. The goodwill balance as of March 31, 2015 reflected a cumulative reduction of $570,000 caused by changes in the foreign exchange translation rate. This acquisition was not significant to our audited consolidated financial statements for the current period.

 

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4.    Fair Value

We account for certain assets and liabilities at fair value. In determining fair value, we consider its principal or most advantageous market and the assumptions that market participants would use when pricing, such as inherent risk, restrictions on sale and risk of non-performance. The fair value hierarchy is based upon the observability of inputs used in valuation techniques. Observable inputs (highest level) reflect market data obtained from independent sources, while unobservable inputs (lowest level) reflect internally developed market assumptions. The fair value measurements are classified under the following hierarchy:

 

Level 1 —

Quoted prices for identical instruments in active markets.

 

Level 2 —

Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs or significant value-drivers are observable in active markets.

 

Level 3 —

Model-derived valuations in which one or more significant inputs or significant value-drivers are unobservable.

Fair Value Measurements on a Recurring Basis

Assets and liabilities measured at fair value on a recurring basis, excluding accrued interest components, consisted of the following types of instruments as of March 31, 2015 and 2014 (in thousands):

 

		March 31, 2015(1)												March 31, 2014(1)
		Total				Fair Value Measured at Reporting Date Using								Total				Fair Value Measured at Reporting Date Using
Description						Level 1				Level 2								Level 1				Level 2
Money market funds(2)		$	76,317			$	76,317			$	—			$	59,706			$	59,706			$	—
Marketable equity securities(3)			1,737				1,737				—				4,158				4,158				—
Auction rate preferred securities(3)			350				—				350				350				—				350
Derivative liabilities(4)			(19	)			—				(19	)			(112	)			—				(112	)
Total		$	78,385			$	78,054			$	331			$	64,102			$	63,864			$	238

 

(1)	We did not have any recurring fair value measurements of assets or liabilities whose fair value was measured using significant unobservable inputs.

 

(2)	Included in “Cash and cash equivalents” on our audited consolidated balance sheets.

 

(3)	Included in “Other assets” on our audited consolidated balance sheets.

 

(4)	Included in “Accrued expenses and other current liabilities” on our audited consolidated balance sheets.

We measure our marketable securities and derivative contracts at fair value. Marketable securities are valued using the quoted market prices and are therefore classified as Level 1 estimates. All of the marketable equity securities are subject to a periodic impairment review. We review any impairment to determine whether it is other than temporarily impaired. This review is based on factors such as length of time of impairment, extent to which the fair value is below the cost basis, financial conditions of the issuer of the security, our expectations of future recoveries and, our ability and intent to hold or sell the securities. Based on our review, we recognized an other than temporary impairment loss of $1.9 million in marketable equity securities during fiscal 2015.

From time to time, we use derivative instruments to manage exposure to changes in interest rates and currency exchange rates, and the fair values of these instruments are recorded on the balance sheets. We have elected not to designate these instruments as accounting hedges. The changes in the fair value of these instruments are recorded in the current period’s statement of operations and are included in other income (expense), net. All of our derivative instruments are traded on over-the-counter markets where quoted market prices are not readily available. For those derivatives, we measure fair value using prices obtained from the counterparties with whom we have traded. The counterparties price the derivatives based on models that use primarily market observable inputs, such as yield curves and option volatilities. Accordingly, we classify these derivatives as Level 2. See Note 8, “Borrowing and Installment Payment Arrangements” for further information regarding the terms of the derivative contract.

 

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Auction rate preferred securities, or ARPS, are stated at par value based upon observable inputs including historical redemptions received from the ARPS issuers. All of our ARPS have credit ratings of at least AA, are 100% collateralized and continue to pay interest in accordance with their contractual terms. Additionally, the collateralized asset value ranges exceed the value of our ARPS by approximately 300 percent. Accordingly, the remaining ARPS balance was categorized as Level 2 for fair value measurement in accordance with the authoritative guidance provided by FASB and was recorded at full par value on the audited consolidated balance sheets as of March 31, 2015 and 2014. We currently believe that the ARPS values are not impaired and as such, no impairment has been recognized against the investment. If future auctions fail to materialize and the credit rating of the issuers deteriorates, we may be required to record an impairment charge against the value of our ARPS.

Cash and cash equivalents are recognized and measured at fair value in our consolidated financial statements. Accounts receivable and prepaid expenses and other current assets are financial assets with carrying values that approximate fair value. Accounts payable and accrued expenses and other current liabilities are financial liabilities with carrying values that approximate fair value.

Our pension liabilities, net of plan assets approximate fair value. See Note 9, “Pension Plans” for a discussion of pension liabilities. Our indebtedness for borrowed money and our installment payment obligations approximated fair value, as the interest rates either adjusted according to the market rates or the interest rates approximated the market rates. The estimated fair value of these items was approximately $49.2 million and $51.6 million at March 31, 2015 and March 31, 2014, respectively. Our indebtedness for borrowed money, which primarily consists of loans from banks, and our installment payment obligations at March 31, 2014, which consisted of the installment payments for our Acquired MCU Business, are categorized as Level 2 for fair value measurement.

5.    Other Assets

Other assets consist of the following (in thousands):

 

		March 31,
		2015				2014
Marketable equity securities		$	1,737			$	4,158
Auction rate preferred securities			350				350
Long-term equity method investments			11,041				5,921
Other items			576				1,352
Total		$	13,704			$	11,781

In fiscal 2015 and 2014, based on evaluation of available evidence we concluded that certain marketable equity securities had impairment other than temporary. As a result, we realized an impairment loss totaling $1.9 million and $7,000 in each fiscal year, respectively. Available-for-sale investment securities have been stated at their fair value as of March 31, 2015 and include an unrealized gain, net of taxes, of $7,000 at March 31, 2015, and an unrealized gain, net of taxes, of $325,000 at March 31, 2014.

On December 12, 2014, we acquired 24.3% of the outstanding common shares of ATEC for a purchase price of $5.9 million. ATEC is a supplier located in the Philippines that provides assembly and test services and the acquisition is part of a vertical integration strategy. The investment is accounted for by the equity method and is included in “Other assets” on our audited consolidated balance sheet.

The investment was initially recorded at cost. Subsequent periodic adjustments to cost are made to record our share in the operating results of ATEC subsequent cash contributions and distributions and our share of the differences between the fair value and carrying cost of assets acquired and liabilities assumed. In fiscal 2015, we recognized $140,000 loss on our investment in ATEC.

We incurred approximately $14,000 in legal and consulting expense for the transaction. The costs incurred were expensed and included in “Selling, general and administrative expenses” on our audited consolidated statements of operations.

 

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Available-for-sale investments as of March 31, 2015 and 2014 were as follows (in thousands):

 

		Fiscal Year 2015																Fiscal Year 2014
		Cost				Gross Unrealized Gains				Gross Unrealized (Losses)				Fair Value				Cost				Gross Unrealized Gains				Gross Unrealized (Losses)				Fair Value
Marketable equity securities		$	1,726			$	53			$	(42	)		$	1,737			$	3,658			$	509			$	(9	)		$	4,158
Auction rate preferred securities		$	350			$	—			$	—			$	350			$	350			$	—			$	—			$	350

The available-for-sale investments that were in a continuous unrealized loss position as of March 31, 2015 and March 31, 2014, aggregated by length of time that individual securities have been in a continuous loss position, were as follows (in thousands):

 

		Less than 12 Months								12 Months or Greater								Total
Period		Gross Unrealized Losses				Fair Value				Gross Unrealized Losses				Fair Value				Gross Unrealized Losses				Fair Value
March 31, 2015		$	—			$	—			$	42			$	286			$	42			$	286
March 31, 2014		$	—			$	—			$	9			$	307			$	9			$	307

Gross unrealized losses on our available-for-sale portfolio were immaterial to the consolidated balance sheets at March 31, 2015 and March 31, 2014.

During fiscal 2015, we recognized a gain of $30,000 on the sale of available-for-sale investment securities. In respect of those securities, there was an unrealized gain of $32,000 included in accumulated other comprehensive income as of March 31, 2014.

Our equity method investments constitute investments accounted for under the equity method of accounting. See Note 2, “Summary of Significant Accounting Policies” and Note 13, “Related Party Transactions” for further information on these investments.

6.    Balance Sheet Details

Allowances Movement (in thousands):

 

		Balance at Beginning of Year				Additions				Utilization				Translation Adjustments				Balance at End of Year
Allowances for accounts receivable and for doubtful accounts
Year ended March 31, 2015		$	3,013			$	8,935			$	(9,004	)		$	(176	)		$	2,768
Year ended March 31, 2014		$	2,656			$	8,563			$	(8,255	)		$	49			$	3,013
Year ended March 31, 2013		$	2,473			$	10,064			$	(9,851	)		$	(30	)		$	2,656

Inventories

Inventories consist of the following (in thousands):

 

		March 31,
		2015				2014
Raw materials		$	17,169			$	19,957
Work in process			37,491				44,165
Finished goods			27,345				28,906
Total		$	82,005			$	93,028

 

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Property, Plant and Equipment

Property, plant and equipment consist of the following (in thousands):

 

		March 31,
		2015				2014
Property and plant (useful life of 24 years to 50 years)		$	33,328			$	34,271
Equipment owned (useful life of 1 to 14 years)			98,408				107,378
Equipment capital leases (useful life of 4 years)			33,222				41,931
Leasehold improvements (useful life of up to 8 years)			1,304				1,253
			166,262				184,833
Accumulated depreciation			(123,717	)			(134,264	)
		$	42,545			$	50,569

Depreciation expense for fiscal years ended March 31, 2015, 2014 and 2013 amounted to $11.3 million, $10.7 million and $10.2 million, respectively.

Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consist of the following (in thousands):

 

		March 31,
		2015				2014
Uninvoiced goods and services		$	8,473			$	9,098
Compensation and benefits			6,230				6,880
Income taxes			2,459				—
Short-term installment payment obligations			—				30,781
Commission, royalties and other			2,703				3,407
Total		$	19,865			$	50,166

7.    Goodwill and Intangible Assets

Goodwill

Goodwill represents the excess of the purchase price over the estimated fair value of the net assets acquired in connection with our acquisitions. The acquisition of the Acquired MCU Business was completed in June 2013 and resulted in goodwill of $25.2 million. We recorded goodwill of $2.8 million related to an acquisition completed during the fiscal 2015 and the goodwill balance as of March 31, 2015 reflected changes in the foreign exchange translation rate.

The changes in the carrying amount of goodwill for the years ended March 31, 2015 and 2014 are as follows (in thousands):

 

		March 31,
		2015				2014
Goodwill		$	38,356			$	13,192
Accumulated impairment losses			(13,192	)			(13,192	)
Net goodwill at beginning of year			25,164				—
Goodwill acquired in acquisition			2,781				25,164
Currency translation adjustment			(570	)			—
Net goodwill at end of year		$	27,375			$	25,164

 

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The accumulated impairment losses as of March 31, 2015 and 2014 were $13.2 million.

Identifiable Intangible Assets

Identified intangible assets consisted of the following as of March 31, 2015 (in thousands):

 

		Gross Intangible Assets				Accumulated Amortization				Net Intangible Assets
Developed intellectual property		$	16,304			$	8,084			$	8,220
Customer relationships			13,020				11,290				1,730
Contract backlog			7,155				7,155				—
Other intangible assets			1,608				1,174				434
Total identifiable intangible assets		$	38,087			$	27,703			$	10,384

Identified intangible assets consisted of the following as of March 31, 2014 (in thousands):

 

		Gross Intangible Assets				Accumulated Amortization				Net Intangible Assets
Developed intellectual property		$	16,304			$	4,984			$	11,320
Customer relationships			13,020				8,695				4,325
Contract backlog			7,155				7,155				—
Other intangible assets			1,608				906				702
Total identifiable intangible assets		$	38,087			$	21,740			$	16,347

The following table summarizes the components of the acquired identifiable intangible assets associated with the acquisitions of the Acquired MCU Business and Zilog. The fair value of the amortizable intangible assets was determined using the income approach, royalty savings approach and cost approach.

 

		Acquisition Date Fair Value				Amortization Method				Estimated Useful Life
		(In thousands)								(In months)
Acquired MCU Business
Developed intellectual property		$	11,504				Straight-line				60
Customer relationships			6,920				Accelerated				36
Contract backlog			5,155				Straight-line				9
Trade name			421				Straight-line				60
Total for Acquired MCU Business		$	24,000
Zilog
Developed intellectual property		$	4,800				Straight-line				72
Customer relationships			6,100				Accelerated				37
Contract backlog			2,000				Straight-line				12
Trade name			1,100				Straight-line				72
Total for Zilog		$	14,000

The amortization of intangible assets is expected to be approximately $4.7 million, $2.7 million, $2.4 million and $596,000 in fiscal 2016, 2017, 2018 and 2019, respectively.

8.    Borrowing and Installment Payment Arrangements

Bank of the West

On December 6, 2013, we entered into an Amended and Restated Credit Agreement with Bank of the West, or BOTW, for a revolving line of credit of $50.0 million. All amounts owed under the credit agreement are due

 

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and payable on November 30, 2015. Borrowings may be repaid and re-borrowed at any time during the term of the credit agreement. The obligations are guaranteed by two of our subsidiaries. At March 31, 2015, the outstanding principal under the credit agreement was $45.0 million.

The credit agreement provides different interest rate alternatives under which we may borrow funds. We may elect to borrow based on LIBOR plus a margin, an alternative base rate plus a margin or a floating rate plus a margin. The margin can range from 0.75% to 2.5%, depending on interest rate alternatives and on our leverage of liabilities to effective tangible net worth. The effective interest rate as of March 31, 2015 was 1.94%. An unused commitment fee is also payable. It ranges from 0.25% to 0.625%, depending on leverage.

The credit agreement is subject to a set of financial covenants, including minimum effective tangible net worth, the ratio of cash, cash equivalents and accounts receivable to current liabilities, profitability, a leverage ratio and a minimum amount of U.S. domestic cash on hand. As of March 31, 2015, we complied with all of these financial covenants.

The credit agreement also includes a $3.0 million letter of credit subfacility. See Note 17, “Commitments and Contingencies” for further information regarding the terms of the subfacility.

IKB Deutsche Industriebank

On June 10, 2005, IXYS Semiconductor GmbH, our German subsidiary, borrowed €10.0 million, or about $12.2 million at the time, from IKB. This loan was collateralized by a security interest in our facility in Lampertheim, Germany and was to be paid in full by June 30, 2020. The outstanding balance at March 31, 2015 was €3.5 million, or $3.8 million.

The interest rate on the loan was determined by adding the then effective three month Euribor rate and a margin. The margin ranged from 0.7% to 1.25%, depending on the calculation of a ratio of indebtedness to cash flow for our German subsidiary. In June 2010, we entered into an interest rate swap agreement commencing June 30, 2010. The swap agreement has a fixed interest rate of 1.99% and expires on June 30, 2015. The effective interest rate on the loan as of March 31, 2015 was 2.69%. The swap is not designated as a hedge in the financial statements. See Note 4, “Fair Value” for further information regarding the derivative contract.

During each fiscal quarter, a principal payment of €167,000, or about $181,000, and a payment of accrued interest were required. Financial covenants included a ratio of indebtedness to cash flow, a ratio of equity to total assets and a minimum stockholders’ equity for the German subsidiary. At March 31, 2015, we complied with the financial covenants.

In April 2015, we replaced the loan with a new loan from IKB. Under the new agreement, we borrowed €6.5 million, or about $7.2 million at the time. The loan has a term ending March 31, 2022 and bears a fixed annual interest rate of 1.75%. Each fiscal quarter a principal payment of €232,000, or $256,000, and a payment of accrued interest are required. Financial covenants for a ratio of indebtedness to cash flow, a ratio of equity to total assets and a minimum stockholders’ equity for the German subsidiary must be satisfied for the loan to remain in good standing. The loan may be prepaid in whole or in part with a modest penalty. The loan is also collateralized by a security interest in the facility in Lampertheim, Germany.

Acquired MCU Business Installment Payments

We were obligated to pay $30.0 million in two installment payments of $15.0 million each as partial purchase price for the Acquired MCU Business. The first installment and interest were paid on June 26, 2014 and the second installment and interest were paid on December 23, 2014. The installment payments and interest accrual were included in “Accrued expenses and other current liabilities” on our March 31, 2014 audited consolidated balance sheet.

Loans Assumed from Business Acquisition

We assumed loans of approximately $723,000 related to an acquisition completed during the quarter ended June 30, 2014. The assumed borrowings were non-interest loans from government agencies to support the research and development activities with maturity dates varying from fiscal 2017 to fiscal 2021, other than a loan of $99,000 that we paid off during the quarter ended September 30, 2014.

 

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Aggregate Debt Maturities

Aggregate debt maturities at March 31, 2015 were as follows (in thousands):

 

Fiscal Year Payable		Amount
2016		$	45,790
2017			790
2018			790
2019			790
2020			777
Thereafter			286
Total			49,223
Less: current portion			45,790
Long-term portion		$	3,433

9.    Pension Plans

We maintain three defined benefit pension plans: one for United Kingdom employees, one for German employees, and one for Philippine employees. We deposit funds for these plans, consistent with the requirements of local law, with investment management companies, insurance companies, banks or trustees and accrue for the unfunded portion of the obligations. The measurement date for the projected benefit obligations and the plan assets is March 31. The United Kingdom and German plans have been curtailed. As such, the plans are closed to new entrants and no credit is provided for additional periods of service.

Net Period Pension Cost

The net periodic pension expense includes the following components (in thousands):

 

		Year Ended March 31,
		2015				2014				2013
Service cost		$	104			$	108			$	96
Interest cost on projected benefit obligation			1,803				1,886				1,890
Expected return on plan assets			(1,910	)			(1,685	)			(1,517	)
Recognized actuarial loss			179				236				167
Net periodic pension expense		$	176			$	545			$	636

 

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Net Amount Recognized (in thousands):

 

		Year Ended March 31,
		2015				2014
Change in projected benefit obligation
Projected benefit obligation at the beginning of the year		$	44,558			$	41,459
Service cost			104				108
Interest cost			1,803				1,886
Actuarial (gain) loss			9,036				(636	)
Benefits paid			(1,467	)			(1,498	)
Foreign currency adjustment			(6,688	)			3,239
Projected benefit obligation at year end		$	47,346			$	44,558
Change in plan assets
Fair value of plan assets at the beginning of the year		$	29,013			$	25,129
Actual return on plan assets			4,306				1,711
Employer contribution			1,089				1,022
Benefits paid from assets			(970	)			(1,030	)
Foreign currency adjustment			(3,324	)			2,181
Plan assets at fair value at year end		$	30,114			$	29,013
Unfunded status of the plan at year end		$	(17,232	)		$	(15,545	)
Pension liability recognized on the balance sheet due after one year		$	17,232			$	15,545
Plans with projected benefit obligation and accumulated benefit obligation in excess of plan assets:
Projected benefit obligation at year end		$	47,346			$	44,558
Accumulated benefit obligation at year end		$	46,695			$	43,910
Plan assets at fair value at year end		$	30,114			$	29,013
Amounts recognized in accumulated other comprehensive income (loss):
Unrecognized actuarial loss, before tax		$	(12,354	)		$	(7,743	)
Amount recognized as component of stockholders’ equity — pretax		$	(12,354	)		$	(7,743	)
Accumulated benefit obligation at year end		$	46,695			$	43,910

Weighted average actuarial assumptions used to determine benefit obligations for the plans were as follows:

 

		Year End March 31,
		2015				2014
Discount rate			1.8-4.8	%			3.4-4.8	%
Expected long term rate of return on assets			5.6-7.0	%			6.8-7.0	%
Salary scale			6.0	%			1.5-6.0	%

 

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Information on Plan Assets

We report and measure the plan assets of our defined benefit pension plans at fair value. The table below sets forth the fair value of our plan assets as of March 31, 2015 and 2014, using the same three-level hierarchy of fair-value inputs described in Note 4, “Fair Value” (in thousands):

 

		March 31, 2015																March 31, 2014
Description		Level 1				Level 2				Level 3				Total				Level 1				Level 2				Level 3				Total
Cash and cash funds		$	2,588			$	—			$	—			$	2,588			$	1,523			$	—			$	—			$	1,523
Currency contracts			—				(30	)			—				(30	)			—				(4	)			—				(4	)
Equity			19,997				652				7				20,656				20,946				439				2				21,387
Fixed interest			861				5,887				1				6,749				749				5,323				1				6,073
Mortgage backed securities			—				16				—				16				—				15				—				15
Swaps and other			2				133				—				135				1				18				—				19
Total		$	23,448			$	6,658			$	8			$	30,114			$	23,219			$	5,791			$	3			$	29,013

The expected long term rate of return on assets is a weighted average of the returns expected for the underlying broad asset classes. The expected returns for each asset class are estimated in light of the market conditions on the accounting date and the past performance of the asset classes generally.

The amount of accumulated other comprehensive income expected to be recognized in net periodic pension cost in fiscal 2016 includes amortization of actuarial loss of $189,000. Approximately 68% of the accrued pension liability relates to the German plan and 31% to the United Kingdom plan. The accrued pension liability related to the Philippine plan is immaterial.

The investment policies and strategies for the United Kingdom plan assets are determined by the respective plan’s trustees in consultation with independent investment consultants and the employer. Our practice is to fund these plans in amounts at least sufficient to meet the minimum requirements of local laws and regulations. The trustees are aware that the nature of the liabilities of the plans will evolve as the age profile and life expectancy of the membership changes. These changing liability profiles lead to consultations about the appropriate balance of investment assets to be used by the plans (equity, debt, other), as well as timescales, within which required adjustments should be implemented. The plan assets in the United Kingdom are held in pooled investment funds operated by Fidelity Worldwide Investments. Our plan assets do not include direct holdings of our securities. The investment managers have discretion to vary the balance of investments of the scheme according to prevailing investment conditions and the trustees regularly monitor all investment decisions affecting the scheme and the overall investment performance. At March 31, 2015, approximately 79% of the assets of the United Kingdom fund were invested in equity securities while 21% were in debt securities. The investments in debt securities are made in government instruments and investment grade corporate bonds. The target allocation of the United Kingdom plan assets that we control is 75% equity securities and 25% fixed income instruments. This objective has not been achieved due to the relative investment return of the two asset classes.

The German plan was held by a separate legal entity. As of March 31, 2015, the German defined benefit plan was completely unfunded.

For our Philippine plan, the local law requires us to appoint a trustee for the fund. We have appointed Bank of the Philippine Islands, or BPI, as the trustee of the plan. The plan assets are fully invested with BPI. The main role of the trustee is to manage the fund according to the mandate given by the retirement committee of our Philippine entity and to pay the covered/eligible employees in accordance with the plan. BPI Asset Management and Trust Group, an independent unit of BPI, provides investment management services to the trustee. At March 31, 2015, approximately 62% of the assets of the fund were invested in fixed income securities, 33% in equity securities and 5% in cash. The target allocation for the Philippine fund was 75% to fixed income securities, 20% to equities and 5% to cash and cash equivalents.

We expect to make contributions to the plans of approximately $994,000 in the fiscal year ending March 31, 2016. This contribution is primary contractual.

 

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We expect to pay benefits in each of the next five fiscal years and in the aggregate for the five fiscal years thereafter of approximately the following (in thousands):

 

Fiscal Year Ended:		Benefit Payment
March 31, 2016		$	1,441
March 31, 2017			1,670
March 31, 2018			1,664
March 31, 2019			1,792
March 31, 2020			1,935
Five fiscal years ended March 31, 2025			10,151
Total benefit payments for the ten fiscal years ended March 31, 2025		$	18,653

10.    Employee Equity Incentive Plans

Stock Purchase and Stock Option Plans

The 2009 Equity Incentive Plan, the 2011 Equity Incentive Plan and the 2013 Equity Incentive Plan

On September 10, 2009, our stockholders approved the 2009 Equity Incentive Plan, or the 2009 Plan, under which 900,000 shares of our common stock are reserved for the grant of stock options and other equity incentives. On September 16, 2011, our stockholders approved the 2011 Equity Incentive Plan, or the 2011 Plan, under which 600,000 shares of our common stock are reserved for the grant of stock options and other equity incentives. On August 30, 2013, our stockholders approved the 2013 Equity Incentive Plan, or the 2013 Plan, under which 2,000,000 shares of our common stock are reserved for the grant of stock options and other equity incentives. The 2009 Plan, the 2011 Plan and the 2013 Plan are referred to as the Plans.

Stock Options

Under the Plans, nonqualified and incentive stock options may be granted to employees, consultants and non-employee directors. Generally, the per share exercise price shall not be less than 100% of the fair market value of a share on the grant date. The Board of Directors has the full power to determine the provisions of each option issued under the Plans. While we may grant options that become exercisable at different times or within different periods, we have primarily granted options that vest over four years. The options, once granted, expire ten years from the date of grant.

Stock Awards

Stock awards, denominated restricted stock under the 2009 Plan and the 2011 Plan, may be granted to any employee, director or consultant under the Plans. Pursuant to a stock award, we will issue shares of common stock. Shares that are subject to the restriction will be released from restriction if certain requirements, including continued performance of services, are met.

Stock Appreciation Rights

Awards of stock appreciation rights, or SARs, may be granted to employees, consultants and non-employee directors pursuant to the Plans. A SAR is payable on the difference between the market price at the time of exercise and the exercise price at the date of grant. In any event, the exercise price of a SAR shall not be less than 100% of the fair market value of a share on the grant date and shall expire no later than ten years from the grant date. Upon exercise, the holder of a SAR shall be entitled to receive payment either in cash or a number of shares by dividing such cash amount by the fair market value of a share on the exercise date.

Restricted Stock Units

Restricted stock units, denominated performance units in the 2009 Plan, may be granted to employees, consultants and non-employee directors under the Plans. Each restricted stock unit shall have a value equal to the fair market value of one share. After the applicable performance period has ended, the holder will be entitled to

 

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receive a payment, either in cash or in the form of shares, based on the number of restricted stock units earned over the performance period, to be determined as a function of the extent to which the corresponding performance goals or other vesting provisions have been achieved.

The 1999 Equity Incentive Plan and the 1999 Non-Employee Directors’ Equity Incentive Plan

Prior to May 2009, stock options were granted under the 1999 Equity Incentive Plan and the 1999 Non-Employee Directors’ Equity Incentive Plan, or the 1999 Plans, for not less than 85% of fair market value at the time of grant. Once granted, the options expire ten years from the date of grant. Options granted to employees under the 1999 Equity Incentive Plan typically vested over four years. The initial option grants under the 1999 Non-Employee Directors’ Equity Incentive Plan typically vested over four years and subsequent annual grants vested over one year. The 1999 Plans expired in May 2009 and no additional grants may be made thereunder.

Zilog 2004 Omnibus Stock Incentive Plan

The Zilog 2004 Omnibus Stock Incentive Plan, or the Zilog 2004 Plan, was approved by the stockholders of Zilog in 2004, and was amended and approved by the stockholders of Zilog in 2007. In connection with the acquisition of Zilog, our Board of Directors approved assumption of the Zilog 2004 Plan. Employees of Zilog and persons first employed by our company after the closing of the acquisition of Zilog were eligible to receive grants under the Zilog 2004 Plan. Under the 2004 Plan, non-statutory stock options were granted. At the time of the assumption of the Zilog 2004 Plan by our company, up to 652,963 shares of our common stock were available for grant under the plan.

In general, the options and shares granted pursuant to the Zilog 2004 Plan are exercisable at such time or times, and subject to such terms and conditions (including the vesting schedule, period of exercisability and expiration date) as the plan administrator, generally the Compensation Committee of our Board of Directors, determined in the applicable option agreement. The exercise price per share, payable upon the exercise of an option, was established by such administrator at the time of the grant and is not less than the par value per share of common stock on the date of the grant and, in the case of an incentive stock option, generally is not less than 100% of the fair market value per share on the date of grant. The Zilog 2004 Plan expired in February 2014 and no additional grants may be made thereunder.

Zilog 2002 Omnibus Stock Incentive Plan

The Zilog 2002 Omnibus Stock Incentive Plan, or the Zilog 2002 Plan, was adopted in 2002. In connection with the acquisition of Zilog, our Board of Directors approved the assumption of the Zilog 2002 Plan with respect to the shares available for grant as stock options. Employees of Zilog and persons first employed by our company after the closing of the acquisition of Zilog were eligible to receive grants under the Zilog 2002 Plan. At the time of the assumption of the Zilog 2002 Plan by our company, up to 366,589 shares of our common stock were available for grant under the plan.

Stock options granted under the Zilog 2002 Plan were permitted to be: (i) incentive stock options or nonqualified stock options or (ii) EBITDA-linked options and/or non-EBITDA linked options. We did not grant any EBITDA-linked options and none are outstanding. In general, non-EBITDA-linked options granted pursuant to the Zilog 2002 Plan was exercisable at such time or times and subject to such terms and conditions (including the vesting schedule, period of exercisability and expiration date) as determined by the plan administrator in the applicable award agreements or thereafter. The exercise price per share payable upon the exercise of an option was established by such administrator at the time of grant. The term of each non-EBITDA-linked option was determined at the time of grant and does not exceed ten years. The Zilog 2002 Plan expired in May 2012 and no additional grants may be made thereunder.

Employee Stock Purchase Plan

The Board of Directors has approved the Amended and Restated 1999 Employee Stock Purchase Plan, or the Purchase Plan, and reserved a total of 1,550,000 shares of common stock for issuance under the Purchase Plan. Under the Purchase Plan, all eligible employees may purchase our common stock at a price equal to 85% of the lower of the fair market value at the beginning of the offer period or the semi-annual purchase date. Stock

 

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purchases are limited to 15% of an employee’s eligible compensation. During the year ended March 31, 2015, there were 99,975 shares purchased under the Purchase Plan, leaving approximately 337,515 shares available for purchase under the Purchase Plan in the future.

Fair Value of Stock Compensation

The authoritative guidance provided by FASB requires employee stock options and rights to purchase shares under stock participation plans to be accounted for under the fair value method and requires the use of an option pricing model for estimating fair value. Accordingly, share-based compensation is measured at grant date, based on the fair value of the award.

Compensation cost for equity incentive awards is based on the grant-date fair value estimated in accordance with the authoritative guidance provided by FASB. We use the straight-line attribution method to recognize share-based compensation costs over the service period of the award.

The fair value of issuances under our Purchase Plan is estimated on the issuance date and using the Black-Scholes options pricing model, consistent with the requirements of the authoritative guidance provided by FASB.

The following table summarizes the effects of share-based compensation expenses recognized on our consolidated statement of operations resulting from options granted under our equity incentive plans and rights to acquire stock granted under our Purchase Plan (in thousands):

 

		Year Ended March 31,
Statement of Operations Classifications		2015				2014				2013
Cost of goods sold		$	433			$	457			$	398
Research, development and engineering			814				978				1,030
Selling, general and administrative			1,620				1,350				2,023
Stock-based compensation effect on income before taxes			2,867				2,785				3,451
Benefit from income taxes			1,009				1,071				1,287
Net stock-based compensation effects on net income		$	1,858			$	1,714			$	2,164

As of March 31, 2015, there were $4.3 million of total unrecognized compensation costs related to stock options granted. The unrecognized compensation cost is expected to be recognized over a weighted average period of 2.4 years.

The weighted average estimated values of employee stock option grants and rights granted under the Purchase Plan, as well as the weighted average assumptions that were used in calculating such values during fiscal 2015, 2014 and 2013, were based on estimates at the date of grant as follows:

 

		Stock Options												Purchase Plan
		Year Ended March 31,												Year Ended March 31,
		2015				2014				2013				2015				2014				2013
Weighted average estimated per share fair value of grant		$	5.54			$	5.31			$	5.26			$	2.90			$	2.75			$	3.22
Risk-free interest rate			1.8	%			1.8	%			1.1	%			0.1	%			0.1	%			0.2	%
Expected term in years			6.25				6.05				6.34				0.50				0.50				0.50
Volatility			52.2	%			54.9	%			55.3	%			36.9	%			37.0	%			46.4	%
Dividend yield(1)			1.0	%			1.0	%			0	%			1.1	%			0	%			0	%

 

(1)	Prior to October 1, 2013, the fair value of our equity awards was based on 0% dividend yield.

We estimate the expected term of options granted based on the historical average period over which the options are exercised by employees. We estimate the volatility of our common stock based on historical volatility measures. We base the risk-free interest rate that is used in the option valuation model on U.S. Treasury zero-coupon issues with remaining terms similar to the expected term of the options.

After establishing a history of quarterly dividend payments, we started using a dividend yield during the quarter ended December 31, 2013. We estimate the dividend yield based on the historical trend and our

 

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expectation of future dividends. Dividend yield is calculated based on the annualized cash dividends per share declared during the quarter and the closing stock price on the date of grant. In the case of the Purchase Plan, the dividend yield calculation was first effective for the grant date of June 1, 2014. We are required to estimate forfeitures at the time of grants and revise those estimates in subsequent periods if actual forfeitures differ from those estimates. We use historical data to estimate pre-vesting option forfeitures and record stock-based compensation expense only for those awards that are expected to vest. All stock-based payment awards are amortized on a straight-line basis over the requisite service periods of the awards, which are generally the vesting periods.

We recognize the estimated compensation cost of restricted stock over the vesting term. The estimated compensation cost is based on the fair value of our common stock on the date of grant.

We recognize the compensation cost relating to stock bonuses on the date of grant based on the fair value of our common stock on the date of grant, as such stock bonuses are vested immediately. We did not grant any bonus shares during fiscal 2015.

Stock compensation activity under our equity incentive plans for fiscal 2015, 2014 and 2013 is summarized below:

 

		Shares Available for Grant				Options Outstanding								Weighted Average Exercise Price per Share
						Number of Shares(1)				Intrinsic Value(2)
										(000)
Balances, March 31, 2012			748,036				5,472,004			$	19,532			$	9.75
Plan authorization expired			(589	)			—
Options granted			(455,000	)			455,000							$	9.93
Options exercised			—				(153,131	)		$	443			$	7.03
Options cancelled			7,500				(67,425	)						$	8.34
Options expired			—				(378,975	)						$	7.31
Balances, March 31, 2013			299,947				5,327,473			$	4,273			$	10.04
New shares authorized(3)			2,000,000				—
Plan authorization expired			(47,963	)			—
Options granted			(515,000	)			515,000							$	10.63
Options exercised			—				(572,338	)		$	1,695			$	8.72
Options cancelled			24,000				(34,000	)						$	11.42
Options expired			17,500				(34,500	)						$	12.62
Balances, March 31, 2014			1,778,484				5,201,635			$	8,658			$	10.22
Options granted			(249,000	)			249,000							$	11.83
Options exercised			—				(339,374	)		$	1,310			$	8.62
Options cancelled			39,750				(94,250	)						$	11.46
Options expired			26,000				(74,500	)						$	11.17
Balances, March 31, 2015			1,595,234				4,942,511			$	10,831			$	10.37

 

 

(1)	The number of stock options exercised includes shares that were withheld on behalf of employees to satisfy the statutory tax withholding requirements.

 

(2)	Except for options exercised, these amounts represent the difference between the exercise price and $12.32 per share, the closing price of our stock on March 31, 2015 as reported on the NASDAQ Global Select Market, for all in-the-money, outstanding and exercisable options.

 

(3)	On August 30, 2013, our stockholders approved the 2013 Plan, under which 2,000,000 shares of our common stock are reserved for the grant of stock options.

 

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The following table summarizes information about stock options outstanding at March 31, 2015:

 

Options Outstanding														Options Exercisable
Exercise Price per Share		Number of Shares Outstanding				Weighted Average Contractual Life				Weighted Average Exercise Price per Share				Number of Shares Exercisable				Weighted Average Exercise Price per Share
$  5.01 - $  7.75			958,897				3.6			$	6.62				958,897			$	6.62
$  7.76 - $10.00			1,293,500				5.7			$	9.32				941,750			$	9.24
$10.01 - $12.50			1,807,326				5.8			$	11.50				1,228,826			$	11.36
$12.51 - $15.81			882,788				2.7			$	13.68				812,788			$	13.76
$  5.01 - $15.81			4,942,511				4.8			$	10.37				3,942,261			$	10.20

Of the 4,942,511 options outstanding, 3,942,261 were exercisable on March 31, 2015 at a weighted average exercise price of $10.20 per share, with an intrinsic value of $9.5 million. The weighted average remaining contractual life of options outstanding and options exercisable at March 31, 2015 was 4.8 years and 3.9 years, respectively. The fair value of options that vested during the year ended March 31, 2015 was $2.8 million.

11.    Accumulated Other Comprehensive Income (Loss)

The components and the changes in accumulated other comprehensive income (loss), net of tax, were as follows (in thousands):

 

		Foreign Currency				Unrealized Gains on Securities				Defined Benefit Pension Plans				Accumulated Other Comprehensive Income (Loss)
Balance as of March 31, 2012		$	6,472			$	(68	)		$	(4,314	)		$	2,090
Other comprehensive loss before reclassifications			(3,490	)			(672	)			(1,957	)			(6,119	)
Net loss reclassified from accumulated other comprehensive income (loss)			—				800				136				936
Net current period other comprehensive income (loss)			(3,490	)			128				(1,821	)			(5,183	)
Balance as of March 31, 2013			2,982				60				(6,135	)			(3,093	)
Other comprehensive income before reclassifications			7,553				361				89				8,003
Net losses (gains) reclassified from accumulated other comprehensive income (loss)			—				(96	)			215				119
Net current period other comprehensive income			7,553				265				304				8,122
Balance as of March 31, 2014			10,535				325				(5,831	)			5,029
Other comprehensive loss before reclassifications			(24,112	)			(1,536	)			(3,830	)			(29,478	)
Net losses reclassified from accumulated other comprehensive income (loss)			—				1,218				143				1,361
Net current period other comprehensive loss			(24,112	)			(318	)			(3,687	)			(28,117	)
Balance as of March 31, 2015		$	(13,577	)		$	7			$	(9,518	)		$	(23,088	)

 

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The amounts reclassified out of accumulated other comprehensive income (loss) for the fiscal year 2015, 2014 and 2013 are as follows (in thousands):

 

		Year Ended March 31,
		2015				2014				2013
Accumulated Other Comprehensive Income Components		Amount Reclassified from Accumulated Other Comprehensive Income												Impacted Line Item on Consolidated Statements of Operations
Net gain on sales of investments		$	30			$	155			$	111			Other income (expense), net
Impairment of marketable securities			(1,903	)			(7	)			(1,342	)		Other income (expense), net
Recognized actuarial loss			(179	)			(236	)			(167	)		Cost of goods sold
Subtotal			(2,052	)			(88	)			(1,398	)		Income before income tax provision
Tax impact			691				(31	)			462			Provision for income tax
Total reclassifications for the period		$	(1,361	)		$	(119	)		$	(936	)		Net income

12.    Computation of Earnings per Share

Basic and diluted earnings per share are calculated as follows (in thousands, except per share amounts):

 

		Year Ended March 31,
		2015				2014				2013
Net income		$	23,740			$	6,046			$	7,648
Weighted average shares — basic			31,531				31,146				31,025
Weighted average shares — diluted			32,239				31,916				31,695
Net income per share — basic		$	0.75			$	0.19			$	0.25
Net income per share — diluted		$	0.74			$	0.19			$	0.24

Diluted weighted average shares include approximately 708,000, 770,000 and 670,000 common equivalent shares from stock options for fiscal 2015, 2014 and 2013, respectively.

Basic net income available per common share is computed using net income and the weighted average number of common shares outstanding during the period. Diluted net income per common share is computed using net income and the weighted average number of common shares outstanding, assuming dilution, which includes potentially dilutive common shares outstanding during the period. Potentially dilutive common shares include the assumed exercise of stock options using the treasury stock method. In fiscal 2015, 2014 and 2013, there were outstanding options to purchase 2,357,772, 2,483,106 and 2,660,163 shares, respectively, at weighted average exercise prices of $12.24, $11.93 and $11.86 per share, respectively, that were not included in the computation of dilutive net income per share since the exercise prices of the options exceeded the market price of the common stock and thus their inclusion would be anti-dilutive. These options could dilute earnings per share in future periods if the market price of the common stock increases.

13.    Related Party Transactions

We own 45% of the outstanding equity of Powersem, a module manufacturer based in Germany. The investment is accounted for using the equity method. In fiscal 2015, 2014 and 2013, we recorded revenues of $1.8 million, $2.1 million and $1.3 million, respectively, from sales of products to Powersem for use as components in their products. In fiscal 2015, 2014 and 2013, we purchased $4.0 million, $5.2 million and $2.9 million, respectively, of products from Powersem. In fiscal 2014, we recorded approximately $43,000 in dividend income from Powersem. At March 31, 2015, 2014 and 2013, the accounts receivable balances from our sales to Powersem were $82,000, $74,000 and $121,000, respectively. The accounts payable balances to Powersem, as of March 31, 2015, 2014 and 2013, were $115,000, $137,000 and $59,000, respectively.

 

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We own 20% of the outstanding equity of EB Tech Ltd., a company with expertise in radiation technology based in South Korea. The investment is accounted for using the equity method. In fiscal 2015, 2014 and 2013, EB Tech rendered processing services totaling approximately $278,000, $211,000 and $121,000, respectively, to our company. As of March 31, 2015, our accounts payable balance to EB Tech was $23,000. There was no accounts payable balance due to EB Tech as of March 31, 2014.

On December 12, 2014, we acquired 24.3% of the outstanding common shares of ATEC, a supplier located in the Philippines that provides assembly and test services. The investment is accounted for by the equity method. In fiscal 2015, ATEC rendered assembly and test services totaling approximately $2.0 million to our company. As of March 31, 2015, the accounts payable balance to ATEC was $632,000.

We had no other material related party transactions with companies in which we invested and which were accounted for by the equity method during fiscal 2015.

14.    Employee Savings and Retirement Plans

We have a 401(k) plan, known as the “IXYS Corporation and Subsidiary Employee Savings and Retirement Plan.” Eligibility to participate in the plan is subject to certain minimum service requirements. Employees may voluntarily contribute up to the limit prescribed by law and we may make matching contributions in our discretion. Employees are 100% vested immediately in any contributions by us. For the years ended March 31, 2015, 2014 and 2013, we contributed $615,000, $620,000 and $625,000, respectively.

IXYS UK also has a defined contribution plan, known as “Westcode Semiconductor Group Personal Pension.” The plan is subject to minimum service requirements. Employees contribute up to 4.5% of the pensionable salary. IXYS UK contributes up to 7% depending upon the contribution by the employee. Additionally, IXYS UK pays the annual management charges for the plan. Employees are 100% vested immediately in any contributions by IXYS UK. For the years ended March 31, 2015, 2014 and 2013, IXYS UK contributed $287,000, $313,000 and $298,000, respectively.

15.    Segment and Geographic Information

We have a single operating segment and reportable segment. We design develop, manufacture and market high performance semiconductor products. Our Chief Executive Officer and our President, together, have been identified as the chief operating decision makers. Our chief operating decision makers review financial information presented on one operating segment basis for the purpose of making decisions, allocating resources and assessing financial performance.

 

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Our net revenues by major geographic areas (based on destination) were as follows (in thousands):

 

		Year Ended March 31,
		2015				2014				2013
United States		$	85,314			$	89,734			$	84,789
Europe and the Middle East
France			7,917				5,554				5,235
Germany			32,866				34,423				32,287
Hungary			2,571				3,620				2,952
Italy			4,645				4,506				4,087
Russia			5,051				2,821				2,774
Sweden			4,460				4,938				4,588
Switzerland			2,569				3,714				3,216
United Kingdom			19,832				19,524				23,853
Other			20,196				19,949				19,576
Asia Pacific
China			83,597				83,849				44,504
Indonesia			3,224				1,914				1,456
Japan			8,469				6,740				6,514
Korea			22,371				19,466				8,311
Malaysia			5,580				3,766				4,606
Singapore			11,694				11,838				9,994
Taiwan			2,688				2,962				3,981
Thailand			4,300				3,031				2,529
Other			1,143				2,075				1,509
Rest of the World
India			5,163				5,245				6,080
Other			5,117				6,661				7,173
Total		$	338,767			$	336,330			$	280,014

The following table sets forth net revenues for each of our product groups fiscal 2015, 2014 and 2013 (in thousands):

 

		Year Ended March 31,
		2015				2014				2013
Power semiconductors		$	219,445			$	222,813			$	200,907
Integrated circuits			95,547				91,189				57,993
Systems and RF power semiconductors			23,775				22,328				21,114
Total		$	338,767			$	336,330			$	280,014

In fiscal 2015, 2014 and 2013, one distributor accounted for 10.2%, 10.8% and 10.3% of our net revenues, respectively. In fiscal 2015 and 2013, another distributor accounted for 10.5% and 13.2% of our net revenues, respectively.

 

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Our principal foreign operations consist of our subsidiaries, IXYS GmbH in Germany, IXYS UK in the United Kingdom and IXYS Semiconductor BV in The Netherlands. The following table summarizes the net revenues, net income and long-lived assets of our domestic and foreign operations (in thousands):

 

		Year Ended March 31,
		2015				2014				2013
Net revenues:
Foreign		$	188,964			$	167,428			$	134,962
Domestic			149,803				168,902				145,052
		$	338,767			$	336,330			$	280,014
Net income:
Foreign		$	21,379			$	4,087			$	7,774
Domestic			2,361				1,959				(126	)
		$	23,740			$	6,046			$	7,648

 

		Year Ended March 31,
		2015				2014
Property, plant and equipment, net:
United States		$	27,740			$	27,287
Germany			13,228				21,697
Other countries			1,577				1,585
Total property, plant and equipment		$	42,545			$	50,569

16.    Income Taxes

Income before income tax consists of the following (in thousands):

 

		Year Ended March 31,
		2015				2014				2013
Domestic		$	3,390			$	7,104			$	7,359
International			27,040				6,355				7,323
		$	30,430			$	13,459			$	14,682

Our provision for income taxes consists of the following (in thousands):

 

		Year Ended March 31,
		2015				2014				2013
Current:
Federal		$	201			$	4,804			$	1,795
State			83				73				278
Foreign			5,066				3,087				2,466
			5,350				7,964				4,539
Deferred:
Federal			945				183				1,734
State			20				86				(102	)
Foreign			375				(820	)			863
			1,340				(551	)			2,495
Total income tax provision		$	6,690			$	7,413			$	7,034

 

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The reconciliation of our effective tax rate to the U.S. statutory federal income tax rate is as follows:

 

		Year Ended March 31,
		2015				2014				2013
		(%)				(%)				(%)
Statutory federal income tax rate			35				35				35
State taxes, net of federal tax benefit			1				1				1
Expense (benefit) of lower-tax foreign jurisdictions			(15	)			—				—
Research and development tax credits			(1	)			(1	)			(4	)
Valuation allowance			—				2				6
Permanent items			—				3				4
Tax reserves			—				2				3
Share-based compensation			—				—				2
Tax assessment			—				1				—
Foreign income			2				12				1
Effective tax provision rate			22				55				48

The significant components of net deferred income tax assets are as follows (in thousands):

 

		March 31,
		2015				2014
Deferred tax assets:
Reserves and allowances		$	5,612			$	6,384
Other liabilities and accruals			1,465				1,591
Total short term deferred tax assets			7,077				7,975
Other long term liabilities and accruals			4,464				2,973
Depreciable assets			2,951				2,883
Net operating loss carryforward			13,993				15,216
Share-based compensation			4,971				4,777
Credits carryforward			2,403				2,337
Total long term deferred tax assets			28,782				28,186
Total deferred tax assets			35,859				36,161
Less: Valuation allowance and other reserves			(3,902	)			(3,870	)
Net deferred tax asset		$	31,957			$	32,291

The authoritative guidance provided by FASB requires deferred tax assets and liabilities to be recognized for temporary differences between the tax basis and financial reporting basis of assets and liabilities, computed at the expected tax rates for the periods in which the assets or liabilities will be realized, as well as for the expected tax benefit of net operating loss and tax credit carryforwards. Significant management judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities and any valuation allowance recorded against net deferred tax assets. Our management evaluates the recoverability of these net deferred tax assets in accordance with the authoritative guidance provided by FASB. Our ability to utilize the deferred tax assets and the continuing need for a related valuation allowance are being monitored on an ongoing basis. During fiscal 2015, we recorded certain adjustments on the valuation allowance, tax contingency reserves and other temporary items. The impact of these adjustments is discussed further in this note.

At March 31, 2015, we had U.S. net operating loss carryforwards of approximately $77.5 million, all of which are subject to the limitations under Section 382 of the U.S. tax code resulting from a change in ownership. These carryforwards will expire, if not utilized, from fiscal 2016 to 2023 for U.S. tax purposes. None of the U.S. net operating loss carryforwards include stock option deductions arising from our stock option plan. As of

 

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March 31, 2015 we had net operating loss carryforwards for foreign income tax purposes of approximately $9.1 million with a corresponding valuation allowance of $8.9 million.

Increases in the valuation allowance in fiscal 2015 and fiscal 2014 were $32,000 and $87,000, respectively, and were primarily related to net operating losses in foreign jurisdictions, including Spain and Switzerland.

At the end of fiscal 2015, we had $8.2 million of gross unrecognized tax benefits, all of which would affect our effective tax rate if recognized. The $8.2 million has been classified under “Other Long term liabilities” on our consolidated balance sheet. Our liability for unrecognized tax benefits increased by $1.2 million from the prior year, principally due to an increase in current year adjustments of $4.0 million and an increase of $406,000 in accrued interest and penalties. The liability for unrecognized tax benefits was offset by the lapse of statutes of limitation in respect of certain tax positions. We do not anticipate any unrecognized tax benefits in the next 12 months that would result in a material change to our financial position.

We include interest and penalties in the financial statements as a component of income tax expense. We had $1.0 million of accrued interest and penalties at March 31, 2015, which included $406,000 of interest and penalties accrued for the year ended March 31, 2015.

The aggregate changes in the balance of gross unrecognized tax benefits were as follows (in thousands):

 

Balance as of March 31, 2012		$	6,318
Lapse of statute of limitations			(827	)
Increases in balances related to tax positions taken during prior periods			281
Increases in balances related to tax positions taken during the current period			964
Balance as of March 31, 2013			6,736
Lapse of statute of limitations			(941	)
Increases in balances related to tax positions taken during prior periods			499
Increases in balances related to tax positions taken during the current period			684
Balance as of March 31, 2014			6,978
Lapse of statute of limitations			(3,070	)
Increases in balances related to tax positions taken during prior periods			213
Increases in balances related to tax positions taken during the current period			4,035
Balance as of March 31, 2015		$	8,156

As of March 31, 2015, U.S. income taxes were not provided for on a cumulative total of approximately $110.7 million of undistributed earnings for certain foreign subsidiaries. We intend to reinvest these earnings indefinitely in operations outside of the U.S. If these earnings were distributed to the U.S. in the form of dividends or otherwise, or if the shares of the relevant foreign subsidiaries were sold or otherwise transferred, we would be subject to additional U.S. income taxes (subject to an adjustment for foreign tax credits) and foreign withholding taxes. Determination of the amount of unrecognized deferred income tax liability related to these earnings is not practicable.

Under the Tax Reform Act of 1986, the amounts of and benefits from net operating loss carryforwards and tax credit carryforwards may be impaired or limited in certain circumstances. Events that may restrict utilization of net operating loss and credit carryforwards include, but are not limited to, certain ownership change limitations and continuity of business requirements, as defined in Internal Revenue Code Section 382 and similar state provisions. Current utilization of carryforwards is restricted by an annual limitation, which results in the expiration of net operating loss carryforwards and credit carryforwards before they can be utilized.

We conduct business globally and, as a result, we file income tax returns in various jurisdictions throughout the world including the U.S. federal and various U.S. state jurisdictions as well as with various foreign jurisdictions. In the normal course of business we are subject to examination by taxing authorities throughout the world. We remain subject to U.S. federal examination for years from 2005 and forward by virtue of the tax attributes carrying forward from those years. We also remain subject to examination in most jurisdictions for all years since 2010.

 

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17.    Commitments and Contingencies

Commitments

We lease certain equipment under capital lease arrangements expiring through fiscal 2016 at interest rates of 3.6% to 5.4%. We rent certain of our facilities under operating leases expiring through fiscal 2023.

Future minimum lease payments under capital leases, operating leases and commitments for the purchase of inventory and property and equipment are as follows (in thousands):

 

Fiscal Year Ended March 31,		Capital Leases				Operating Leases				Other Purchase Obligations
2016		$	468			$	1,442			$	20,671
2017			—				1,249				3,671
2018			—				1,061				—
2019			—				910				—
2020			—				726				—
Thereafter			—				1,069				—
Total minimum payments			468			$	6,457			$	24,342
Less: interest			4
			464
Less: current portion			464
Capitalized lease obligations, net of current portion		$	—

Rent expense for fiscal years ended March 31, 2015, 2014 and 2013 amounted to $1.4 million, $1.4 million and $1.3 million, respectively.

As of March 31, 2015 and 2014, we had cash deposits with financial institutions of $266,000 and $337,000, respectively, which were restricted as to use and represent funds segregated for pension payments in Germany. These balances are included in restricted cash on our balance sheets.

Bank of the West

On December 6, 2013, we entered into an Amended and Restated Credit Agreement with BOTW, for a revolving line of credit of $50.0 million. All amounts owed under the credit agreement are due and payable on November 30, 2015. Borrowings may be repaid and re-borrowed at any time during the term of the credit agreement. The obligations are guaranteed by two of our subsidiaries. The credit agreement includes a letter of credit subfacility, under which BOTW agrees to issue letters of credit of up to $3.0 million. However, borrowing under this subfacility is limited to the extent of availability under the $50.0 million revolving line of credit. At March 31, 2015, the outstanding principal under the credit agreement was $45.0 million. See Note 8, “Borrowing and Installment Payment Arrangements” for further information regarding the terms of the credit agreement.

Other Commitments and Contingencies

On occasion, we provide limited indemnification to customers against intellectual property infringement claims related to our products. To date, we have not experienced significant activity or claims related to such indemnifications. We also provide in the normal course of business indemnification to our officers, directors and selected parties. We are unable to estimate any potential future liability, if any. Therefore, no liability for these indemnification agreements has been recorded as of March 31, 2015 and 2014.

18.    Subsequent Events

On May 1, 2015, we acquired RadioPulse, Inc., or RadioPulse. RadioPulse is a Korean semiconductor company that focuses on wireless connectivity in various market applications. At closing, we paid cash consideration of $14.9 million. The total consideration may also include earnout payments aggregating up to $6.0 million payable over three years. We are currently in the process of finalizing the valuation of the assets

 

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acquired and liabilities assumed. During the year ended December 31, 2014, RadioPulse’s revenues were approximately $7.9 million. We incurred $193,000 in legal and consulting costs in connection with the acquisition.

In April 2015, we entered into a €6.5 million, or about $7.2 million at the time, loan agreement with IKB. The agreement replaced our loan with IKB as of March 31, 2015. The new loan has a term ending March 31, 2022 and bears a fixed annual interest rate of 1.75%. The loan is collateralized by a security interest in the facility in Lampertheim, Germany. See Note 8, “Borrowing and Installment Payment Arrangements” for further information about the borrowing.

Selected Quarterly Financial Data (unaudited, in thousands, except per share amounts)

Fiscal Year Ended March 31, 2015

 

		Three Months Ended
		March 31, 2015				December 31, 2014				September 30, 2014				June 30, 2014
Net revenues		$	82,926			$	81,326			$	86,435			$	88,080
Gross profit			25,280				25,515				26,170				25,000
Operating income			7,525				7,616				7,090				5,279
Net income		$	7,796			$	6,622			$	5,747			$	3,575
Net income per share — basic(1)		$	0.25			$	0.21			$	0.18			$	0.11
Net income per share — diluted(1)		$	0.24			$	0.21			$	0.18			$	0.11
Weighted average shares used in per share calculation
Basic			31,663				31,585				31,499				31,379
Diluted			32,413				32,231				32,235				32,075

Fiscal Year Ended March 31, 2014

 

		Three Months Ended
		March 31, 2014				December 31, 2013				September 30, 2013				June 30, 2013
Net revenues		$	89,895			$	89,348			$	85,901			$	71,186
Gross profit			25,389				25,783				27,901				21,137
Operating income			2,785				4,436				6,440				3,161
Net income		$	132			$	552			$	3,383			$	1,979
Net income per share — basic(1)		$	0.00			$	0.02			$	0.11			$	0.06
Net income per share — diluted(1)		$	0.00			$	0.02			$	0.11			$	0.06
Weighted average shares used in per share calculation
Basic			31,308				31,192				31,127				30,948
Diluted			32,160				32,032				31,849				31,635

 

(1)

The sum of the four quarterly calculations of net income per share are not equal to the annual net income per share due to the use of quarterly weighted average shares used to determine the quarterly net income per share as compared to the annual weighted average shares used to determine the annual net income per share.

 

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Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Not applicable.

Item 9A.    Controls and Procedures

Disclosure Controls and Procedures

An evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended, or Exchange Act) as of March 31, 2015. This evaluation included various processes that were carried out in an effort to ensure that information required to be disclosed in our Securities and Exchange Commission, or SEC, reports is recorded, processed, summarized and reported within the time periods specified by the SEC. In this evaluation, the Chief Executive Officer and the Chief Financial Officer considered whether our disclosure controls and procedures were also effective to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. This evaluation also included consideration of certain aspects of our internal controls and procedures for the preparation of our financial statements. Our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2015, our disclosure controls and procedures were effective.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of March 31, 2015. In making this assessment, our management used the criteria set forth in Internal Control-Integrated Framework (2013), which was issued by the Committee of Sponsoring Organizations of the Treadway Commission. Our management has concluded that, as of March 31, 2015, our internal control over financial reporting was effective.

BDO USA, LLP, the independent registered public accounting firm that audited the financial statements included in this Annual Report on Form 10-K, has issued an attestation report on our internal control over financial reporting, which is included elsewhere herein.

Changes in Internal Control over Financial Reporting

There were no changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fourth quarter of fiscal 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our procedures or our internal controls will prevent or detect all errors and all fraud. An internal control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of our controls can provide absolute assurance that all control issues, errors and instances of fraud, if any, have been detected.

 

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Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders

IXYS Corporation

Milpitas, California

We have audited IXYS Corporation’s internal control over financial reporting as of March 31, 2015, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). IXYS Corporation’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Item 9A, Management’s Report on Internal Control Over Financial Reporting.” Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, IXYS Corporation maintained, in all material respects, effective internal control over financial reporting as of March 31, 2015, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of IXYS Corporation as of March 31, 2015 and 2014, and the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the three years in the period ended March 31, 2015 and our report dated June 11, 2015 expressed an unqualified opinion thereon.

/s/    BDO USA, LLP

San Francisco, California

June 11, 2015

 

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Item 9B.    Other Information

On June 9, 2015, the Compensation Committee of our Board of Directors awarded Dr. Nathan Zommer, the Chairman of the Board and Chief Executive Officer, and Uzi Sasson, the President and Chief Financial Officer, $384,138 and $276,856, respectively, as cash performance compensation for fiscal 2015.

On June 9, 2015, our Board of Directors increased the authorized number of directors to eight and elected Uzi Sasson a director.

PART III

Item 10.    Directors, Executive Officers and Corporate Governance

The information required by this item, other than with respect to our executive officers and Code of Ethics, is incorporated herein by reference to our Proxy Statement for our 2015 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended March 31, 2015, or our 2015 Proxy Statement, under the captions “Election of Directors,” “Information Regarding the Board and Corporate Governance” and “Section 16(A) Beneficial Ownership Reporting Compliance.”

Executive Officers

The information regarding our executive officers is set forth in Part I of this Annual Report on Form 10-K under the caption “Executive Officers of the Registrant” and is incorporated herein by reference.

Code of Ethics

We have adopted a Code of Ethics that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer. The Code of Ethics is posted on our website at http://www.ixys.com/Documents/InvestorRelations/codeofethics.pdf.

We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of this Code of Ethics by posting such information on our website, at www.ixys.com, and, to the extent required by the listing standards of the NASDAQ Stock Market, by filing a Current Report on Form 8-K with the SEC disclosing such information.

Item 11.    Executive Compensation

The information required by this item is incorporated by reference to our 2015 Proxy Statement under the captions “Executive Compensation” and “Information Regarding the Board and Corporate Governance.”

Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this item is incorporated by reference to our 2015 Proxy Statement under the captions “Equity Compensation Plan Information” and “Security Ownership of Certain Beneficial Owners and Management.”

Item 13.    Certain Relationships and Related Transactions, and Director Independence

The information required by this item is incorporated by reference to our 2015 Proxy Statement under the captions “Transactions with Related Persons” and “Information Regarding the Board and Corporate Governance.”

Item 14.    Principal Accounting Fees and Services

The information required by this item is incorporated by reference to our 2015 Proxy Statement under the caption “Ratification of Selection of Independent Registered Public Accounting Firm.”

 

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PART IV

Item 15.    Exhibits and Financial Statement Schedules

 

(a)

The following documents are filed as part of this report:

 

(1)

Financial Statements.

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of March 31, 2015 and 2014

Consolidated Statements of Operations for the years ended March 31, 2015, 2014 and 2013

Consolidated Statements of Comprehensive Income (Loss) for the years ended March 31, 2015, 2014 and 2013

Consolidated Statements of Cash Flows for the years ended March 31, 2015, 2014 and 2013

Consolidated Statements of Stockholders’ Equity for the years ended March 31, 2015, 2014 and 2013

Notes to Consolidated Financial Statements

(2) Financial statements schedules. All schedules are omitted because they are not applicable or the required information is shown in the financial statements or the notes thereto.

(3) Exhibits.

 

Exhibit		Title
2.1		Share Purchase Agreement dated as of February 2, 2015 by and between IXYS Corporation, IXYS Intl Limited, RadioPulse, Inc., Taek-Shin Kwon and Sellers.
3.1		Amended and Restated Certificate of Incorporation of IXYS Corporation, as filed with the Secretary of State for the State of Delaware on March 23, 2001 (filed on June 28, 2001 as Exhibit 3.1 to the Annual Report on Form 10-K (No. 000-26124) and incorporated herein by reference).
3.2		Amended and Restated Bylaws of IXYS Corporation (filed on March 17, 2015 as Exhibit 3.2 to the Current Report on Form 8-K (No. 000-26124) and incorporated herein by reference).
10.1		Loan Agreement dated June 2, 2005 by and between IXYS Semiconductor GmbH and IKB Deutsche Industriebank AG (filed on August 12, 2005 as Exhibit 10.2 to the Quarterly Report on Form 10-Q (No. 000-26124) and incorporated herein by reference).
10.2		Collateral Agreement dated July 14, 2005 by and among IXYS Corporation, IXYS Semiconductor GmbH and IKB Deutsche Industriebank AG (filed on August 12, 2005 as Exhibit 10.3 to the Quarterly Report on Form 10-Q (No. 000-26124) and incorporated herein by reference).
10.3*		Form of Indemnity Agreement for directors and officers (filed on June 12, 2008 as Exhibit 10.3 to the Annual Report on Form 10-K (No. 000-26124) and incorporated herein by reference).
10.4*		List of signatories to Indemnity Agreement (filed on June 8, 2012 on Exhibit 10.4 to the Annual Report on Form 10-K (No. 000-26124) and incorporated herein by reference).
10.5*		IXYS Corporation 1999 Equity Incentive Plan (filed on May 18, 2006 as Exhibit 10.1 to the Current Report on Form 8-K (No. 000-26124) and incorporated herein by reference).
10.6*		IXYS Corporation Amended and Restated 1999 Employee Stock Purchase Plan (filed on August 8, 2014 as Exhibit 10.1 to the Quarterly Report on Form 10-Q (No. 000-26124) and incorporated herein by reference).
10.7*		IXYS Corporation 1999 Non-Employee Directors’ Equity Incentive Plan (filed on July 8, 1999 as Exhibit 10.12 to the Annual Report on Form 10-K (No. 000-26124) and incorporated herein by reference).
10.8*		Form of Stock Option Agreement for the IXYS Corporation 1999 Equity Incentive Plan (filed on November 9, 2004 as Exhibit 10.3 to the Quarterly Report on Form 10-Q (No. 000-26124) and incorporated herein by reference).

 

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Exhibit		Title
10.9*		Form of Stock Option Agreement for the IXYS Corporation 1999 Non-Employee Directors’ Equity Incentive Plan (filed on November 9, 2004 as Exhibit 10.1 to the Quarterly Report on Form 10-Q (No. 000-26124) and incorporated herein by reference).
10.10*		Form of Stock Option Agreement for the IXYS Corporation 1999 Non-Employee Directors’ Equity Incentive Plan (filed on November 9, 2004 as Exhibit 10.2 to the Quarterly Report on Form 10-Q (No. 000-26124) and incorporated herein by reference).
10.11*		Form of Stock Option Agreement for the IXYS Corporation 1999 Equity Incentive Plan with net exercise provision (filed on June 22, 2006 as Exhibit 10.23 to the Annual Report on Form 10-K (No. 000-26124) and incorporated herein by reference).
10.12*		Form of Stock Option Agreement for the IXYS Corporation 1999 Equity Incentive Plan for non-employee directors, (filed on June 22, 2006 as Exhibit 10.24 to the Annual Report on Form 10-K (No. 000-26124) and incorporated herein by reference).
10.13*		Form of Stock Option Agreement for the IXYS Corporation 1999 Non-Employee Directors’ Equity Incentive Plan with net exercise provision, (filed on June 22, 2006 as Exhibit 10.25 to the Annual Report on Form 10-K (No. 000-26124) and incorporated herein by reference).
10.14*		Fifth Amended Executive Employment Agreement by and between IXYS Corporation and Nathan Zommer, effective as of July 16, 2012 (filed on August 3, 2012 as Exhibit 10.1 to the Quarterly Report on Form 10-Q (No. 000-26124) and incorporated herein by reference).
10.15*		Second Amendment Executive Employment Agreement by and between IXYS Corporation and Uzi Sasson, effective as of July 16, 2012 (filed on August 3, 2012 as Exhibit 10.2 to the Quarterly Report on Form 10-Q (No. 000-26124) and incorporated herein by reference).
10.16		Amended and Restated Credit Agreement dated as of December 6, 2013 by and between Bank of the West and IXYS Corporation (filed on December 12, 2013 as Exhibit 10.1 to the Current Report on Form 8-K (No. 000-26124) and incorporated herein by reference).
10.17*		IXYS Corporation 2009 Equity Incentive Plan (filed on August 10, 2009 as Exhibit 10.3 to the Quarterly Report on Form 10-Q (No. 000-26124) and incorporated herein by reference).
10.18*		Notice of Stock Option Grant and Agreement for the IXYS Corporation 2009 Equity Incentive Plan (filed on August 10, 2009 as Exhibit 10.4 to the Quarterly Report on Form 10-Q (No. 000-26124) and incorporated herein by reference).
10.19*		Zilog, Inc. 2002 Omnibus Stock Incentive Plan. (filed on June 11, 2010 as Exhibit 10.25 to the Annual Report on Form 10-K (No. 000-26124) and incorporated herein by reference).
10.20*		Form of Nonqualified Stock Option Agreement for Stock Options pursuant to the Zilog, Inc. 2002 Omnibus Stock Incentive Plan. (filed on June 11, 2010 as Exhibit 10.26 to the Annual Report on Form 10-K (No. 000-26124) and incorporated herein by reference).
10.21*		Zilog, Inc. 2004 Omnibus Stock Incentive Plan. (filed on June 11, 2010 as Exhibit 10.27 to the Annual Report on Form 10-K (No. 000-26124) and incorporated herein by reference).
10.22*		Form of Nonqualified Stock Option Agreement for the Zilog, Inc. 2004 Omnibus Stock Incentive Plan. (filed on June 11, 2010 as Exhibit 10.28 to the Annual Report on Form 10-K (No. 000-26124) and incorporated herein by reference).
10.23*		IXYS Corporation 2011 Equity Incentive Plan (filed on August 5, 2011 as Exhibit 10.1 to the Quarterly Report on Form 10-Q (No. 000-26124) and incorporated herein by reference).
10.24*		Notice of Stock Option Grant and Agreement for the IXYS Corporation 2011 Equity Incentive Plan (filed on August 5, 2011 as Exhibit 10.2 to the Quarterly Report on Form 10-Q (No. 000-26124) and incorporated herein by reference).
10.25*		IXYS Corporation 2013 Equity Incentive Plan (filed on August 9, 2013 as Exhibit 10.5 to the Quarterly Report on Form 10-Q (No. 000-26124) and incorporated herein by reference).
10.26*		Notice of Stock Option Grant and Agreement for IXYS Corporation 2013 Equity Incentive Plan (filed on August 9, 2013 as Exhibit 10.6 to the Quarterly Report on Form 10-Q (No. 000-26124) and incorporated herein by reference).

 

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Exhibit		Title
10.27		Foundry Services Agreement dated as of June 27, 2013 by and between Samsung Electronics Co., Ltd. and IXYS Intl Limited (filed on December 10, 2013 as Exhibit 10.2 to the Quarterly Report on Form 10-Q/A (No. 000-26124) and incorporated herein by reference).
10.28		Transition Services Agreement dated as of June 27, 2013 by and between Samsung Electronics Co., Ltd. and IXYS Intl Limited (filed on December 10, 2013 as Exhibit 10.3 to the Quarterly Report on Form 10-Q/A (No. 000-26124) and incorporated herein by reference).
10.29		Product License Agreement dated as of June 27, 2013 by and between Samsung Electronics Co., Ltd. and IXYS Intl Limited (filed on December 10, 2013 as Exhibit 10.4 to the Quarterly Report on Form 10-Q/A (No. 000-26124) and incorporated herein by reference).
10.30		Loan Agreement dated April 1, 2015 by and between IXYS Semiconductor GmbH and IKB Deutsche Industriebank AG.
10.31		Collateral Agreement dated April 21, 2015 by and among IXYS Corporation, IXYS Semiconductor GmbH and IKB Deutsche Industriebank AG.
21.1		List of Subsidiaries
23.1		Consent of BDO USA, LLP.
24.1		Power of Attorney (included on the signature page).
31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities and Exchange Commission.
31.2		Certification of Chief Financial Officer pursuant to the Rule 13a-14(a) of the Securities and Exchange Commission.
32.1		Certification required by Rule 13a-14(b) of the Securities and Exchange Commission and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350).
101.INS		XBRL Instance Document.
101.SCH		XBRL Taxonomy Extension Schema Document.
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.

 

*	Management contract or compensatory plan or arrangement.

 

(b)

Exhibits. See Item 15(a)(3) above.

 

(c)

Financial Statement Schedules. See Item 15(a)(2) above.

 

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

 

Dated: June 11, 2015

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Nathan Zommer and Uzi Sasson, and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/    Nathan Zommer Nathan Zommer		Chairman of the Board (Director) and Chief Executive Officer (Principal Executive Officer)		June 11, 2015
/s/    Uzi Sasson Uzi Sasson		President, Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer)		June 11, 2015
/s/    Donald L. Feucht Donald L. Feucht		Director		June 11, 2015
/s/    Samuel Kory Samuel Kory		Director		June 11, 2015
/s/    S. Joon Lee S. Joon Lee		Director		June 11, 2015
/s/    Timothy A. Richardson Timothy A. Richardson		Director		June 11, 2015
/s/    James M. Thorburn James M. Thorburn		Director		June 11, 2015
/s/    Kenneth D. Wong Kenneth D. Wong		Director		June 11, 2015

 

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Exhibit Index

 

Exhibit		Title
2.1		Share Purchase Agreement dated as of February 2, 2015 by and between IXYS Corporation, IXYS Intl Limited, RadioPulse, Inc., Taek-Shin Kwon and Sellers.
3.1		Amended and Restated Certificate of Incorporation of IXYS Corporation, as filed with the Secretary of State for the State of Delaware on March 23, 2001 (filed on June 28, 2001 as Exhibit 3.1 to the Annual Report on Form 10-K (No. 000-26124) and incorporated herein by reference).
3.2		Amended and Restated Bylaws of IXYS Corporation (filed on March 17, 2015 as Exhibit 3.2 to the Current Report on Form 8-K (No. 000-26124) and incorporated herein by reference).
10.1		Loan Agreement dated June 2, 2005 by and between IXYS Semiconductor GmbH and IKB Deutsche Industriebank AG (filed on August 12, 2005 as Exhibit 10.2 to the Quarterly Report on Form 10-Q (No. 000-26124) and incorporated herein by reference).
10.2		Collateral Agreement dated July 14, 2005 by and among IXYS Corporation, IXYS Semiconductor GmbH and IKB Deutsche Industriebank AG (filed on August 12, 2005 as Exhibit 10.3 to the Quarterly Report on Form 10-Q (No. 000-26124) and incorporated herein by reference).
10.3*		Form of Indemnity Agreement for directors and officers (filed on June 12, 2008 as Exhibit 10.3 to the Annual Report on Form 10-K (No. 000-26124) and incorporated herein by reference).
10.4*		List of signatories to Indemnity Agreement (filed on June 8, 2012 on Exhibit 10.4 to the Annual Report on Form 10-K (No. 000-26124) and incorporated herein by reference).
10.5*		IXYS Corporation 1999 Equity Incentive Plan (filed on May 18, 2006 as Exhibit 10.1 to the Current Report on Form 8-K (No. 000-26124) and incorporated herein by reference).
10.6*		IXYS Corporation Amended and Restated 1999 Employee Stock Purchase Plan (filed on August 8, 2014 as Exhibit 10.1 to the Quarterly Report on Form 10-Q (No. 000-26124) and incorporated herein by reference).
10.7*		IXYS Corporation 1999 Non-Employee Directors’ Equity Incentive Plan (filed on July 8, 1999 as Exhibit 10.12 to the Annual Report on Form 10-K (No. 000-26124) and incorporated herein by reference).
10.8*		Form of Stock Option Agreement for the IXYS Corporation 1999 Equity Incentive Plan (filed on November 9, 2004 as Exhibit 10.3 to the Quarterly Report on Form 10-Q (No. 000-26124) and incorporated herein by reference).
10.9*		Form of Stock Option Agreement for the IXYS Corporation 1999 Non-Employee Directors’ Equity Incentive Plan (filed on November 9, 2004 as Exhibit 10.1 to the Quarterly Report on Form 10-Q (No. 000-26124) and incorporated herein by reference).
10.10*		Form of Stock Option Agreement for the IXYS Corporation 1999 Non-Employee Directors’ Equity Incentive Plan (filed on November 9, 2004 as Exhibit 10.2 to the Quarterly Report on Form 10-Q (No. 000-26124) and incorporated herein by reference).
10.11*		Form of Stock Option Agreement for the IXYS Corporation 1999 Equity Incentive Plan with net exercise provision (filed on June 22, 2006 as Exhibit 10.23 to the Annual Report on Form 10-K (No. 000-26124) and incorporated herein by reference).
10.12*		Form of Stock Option Agreement for the IXYS Corporation 1999 Equity Incentive Plan for non-employee directors, (filed on June 22, 2006 as Exhibit 10.24 to the Annual Report on Form 10-K (No. 000-26124) and incorporated herein by reference).
10.13*		Form of Stock Option Agreement for the IXYS Corporation 1999 Non-Employee Directors’ Equity Incentive Plan with net exercise provision, (filed on June 22, 2006 as Exhibit 10.25 to the Annual Report on Form 10-K (No. 000-26124) and incorporated herein by reference).
10.14*		Fifth Amended Executive Employment Agreement by and between IXYS Corporation and Nathan Zommer, effective as of July 16, 2012 (filed on August 3, 2012 as Exhibit 10.1 to the Quarterly Report on Form 10-Q (No. 000-26124) and incorporated herein by reference).

 

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Exhibit		Title
10.15*		Second Amendment Executive Employment Agreement by and between IXYS Corporation and Uzi Sasson, effective as of July 16, 2012 (filed on August 3, 2012 as Exhibit 10.2 to the Quarterly Report on Form 10-Q (No. 000-26124) and incorporated herein by reference).
10.16		Amended and Restated Credit Agreement dated as of December 6, 2013 by and between Bank of the West and IXYS Corporation (filed on December 12, 2013 as Exhibit 10.1 to the Current Report on Form 8-K (No. 000-26124) and incorporated herein by reference).
10.17*		IXYS Corporation 2009 Equity Incentive Plan (filed on August 10, 2009 as Exhibit 10.3 to the Quarterly Report on Form 10-Q (No. 000-26124) and incorporated herein by reference).
10.18*		Notice of Stock Option Grant and Agreement for the IXYS Corporation 2009 Equity Incentive Plan (filed on August 10, 2009 as Exhibit 10.4 to the Quarterly Report on Form 10-Q (No. 000-26124) and incorporated herein by reference).
10.19*		Zilog, Inc. 2002 Omnibus Stock Incentive Plan. (filed on June 11, 2010 as Exhibit 10.25 to the Annual Report on Form 10-K (No. 000-26124) and incorporated herein by reference).
10.20*		Form of Nonqualified Stock Option Agreement for Stock Options pursuant to the Zilog, Inc. 2002 Omnibus Stock Incentive Plan. (filed on June 11, 2010 as Exhibit 10.26 to the Annual Report on Form 10-K (No. 000-26124) and incorporated herein by reference).
10.21*		Zilog, Inc. 2004 Omnibus Stock Incentive Plan. (filed on June 11, 2010 as Exhibit 10.27 to the Annual Report on Form 10-K (No. 000-26124) and incorporated herein by reference).
10.22*		Form of Nonqualified Stock Option Agreement for the Zilog, Inc. 2004 Omnibus Stock Incentive Plan. (filed on June 11, 2010 as Exhibit 10.28 to the Annual Report on Form 10-K (No. 000-26124) and incorporated herein by reference).
10.23*		IXYS Corporation 2011 Equity Incentive Plan (filed on August 5, 2011 as Exhibit 10.1 to the Quarterly Report on Form 10-Q (No. 000-26124) and incorporated herein by reference).
10.24*		Notice of Stock Option Grant and Agreement for the IXYS Corporation 2011 Equity Incentive Plan (filed on August 5, 2011 as Exhibit 10.2 to the Quarterly Report on Form 10-Q (No. 000-26124) and incorporated herein by reference).
10.25*		IXYS Corporation 2013 Equity Incentive Plan (filed on August 9, 2013 as Exhibit 10.5 to the Quarterly Report on Form 10-Q (No. 000-26124) and incorporated herein by reference).
10.26*		Notice of Stock Option Grant and Agreement for IXYS Corporation 2013 Equity Incentive Plan (filed on August 9, 2013 as Exhibit 10.6 to the Quarterly Report on Form 10-Q (No. 000-26124) and incorporated herein by reference).
10.27		Foundry Services Agreement dated as of June 27, 2013 by and between Samsung Electronics Co., Ltd. and IXYS Intl Limited (filed on December 10, 2013 as Exhibit 10.2 to the Quarterly Report on Form 10-Q/A (No. 000-26124) and incorporated herein by reference).
10.28		Transition Services Agreement dated as of June 27, 2013 by and between Samsung Electronics Co., Ltd. and IXYS Intl Limited (filed on December 10, 2013 as Exhibit 10.3 to the Quarterly Report on Form 10-Q/A (No. 000-26124) and incorporated herein by reference).
10.29		Product License Agreement dated as of June 27, 2013 by and between Samsung Electronics Co., Ltd. and IXYS Intl Limited (filed on December 10, 2013 as Exhibit 10.4 to the Quarterly Report on Form 10-Q/A (No. 000-26124) and incorporated herein by reference).
10.30		Loan Agreement dated April 1, 2015 by and between IXYS Semiconductor GmbH and IKB Deutsche Industriebank AG.
10.31		Collateral Agreement dated April 21, 2015 by and among IXYS Corporation, IXYS Semiconductor GmbH and IKB Deutsche Industriebank AG.
21.1		List of Subsidiaries.
23.1		Consent of BDO USA, LLP.
24.1		Power of Attorney (included on the signature page).
31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities and Exchange Commission.

 

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Exhibit		Title
31.2		Certification of Chief Financial Officer pursuant to the Rule 13a-14(a) of the Securities and Exchange Commission.
32.1		Certification required by Rule 13a-14(b) of the Securities and Exchange Commission and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350).
101.INS		XBRL Instance Document.
101.SCH		XBRL Taxonomy Extension Schema Document.
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.

 

*	Management contract or compensatory plan or arrangement.

 

94