IRF » Topics » Table of Contents

This excerpt taken from the IRF 10-Q filed May 8, 2009.

Table of Contents


TABLE OF CONTENTS

 
   
  Page

PART I.

 

FINANCIAL INFORMATION

  4
 

Item 1.

 

FINANCIAL STATEMENTS

  4

 

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED MARCH 29, 2009 AND MARCH 30, 2008

  4

 

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS FOR THE THREE AND NINE MONTHS ENDED MARCH 29, 2009 AND MARCH 30, 2008

  5

 

CONDENSED CONSOLIDATED BALANCE SHEETS AS OF MARCH 29, 2009 (UNAUDITED) AND JUNE 29, 2008

  6

 

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED MARCH 29, 2009 AND MARCH 30, 2008

  7

 

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

  8
 

Item 2.

 

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

  47
 

Item 3.

 

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

  64
 

Item 4.

 

CONTROLS AND PROCEDURES

  66

PART II.

 

OTHER INFORMATION

  70
 

Item 1.

 

LEGAL PROCEEDINGS

  70
 

Item 1A.

 

RISK FACTORS

  70
 

Item 2.

 

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

  70
 

Item 4.

 

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

  71
 

Item 5.

 

OTHER INFORMATION

  71
 

Item 6.

 

EXHIBITS

  71

2


Table of Contents


NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This document contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to expectations concerning matters that (a) are not historical facts, (b) predict or forecast future events or results, or (c) embody assumptions that may prove to have been inaccurate. These forward-looking statements involve risks, uncertainties and assumptions. When we use words such as "believe," "expect," "anticipate," "will" or similar expressions, we are making forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we cannot give readers any assurance that such expectations will prove correct. The actual results may differ materially from those anticipated in the forward-looking statements as a result of numerous factors, many of which are beyond our control. Important factors that could cause actual results to differ materially from our expectations include, but are not limited to, the factors discussed in the sections entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations." All forward-looking statements attributable to us are expressly qualified in their entirety by the factors that may cause actual results to differ materially from anticipated results. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect our opinion only as of the date hereof. We undertake no duty or obligation to revise these forward-looking statements. Readers should carefully review the risk factors described in this document as well as in other documents we file from time to time with the Securities and Exchange Commission ("SEC").

3


Table of Contents


PART I. FINANCIAL INFORMATION

This excerpt taken from the IRF 10-Q filed Aug 1, 2008.


TABLE OF CONTENTS

 
 
  Page

EXPLANATORY NOTE REGARDING RESTATEMENTS

 

3

PART I.

FINANCIAL INFORMATION

 

4
 
Item 1.

Financial Statements

 

4
   
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME THREE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006

 

4
   
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) THREE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006

 

5
   
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30 AND JUNE 30, 2007

 

6
   
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006

 

7
   
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

8
 
Item 2.

Management's Discussion And Analysis Of Financial Condition and Results Of Operations

 

45
 
Item 3.

Quantitative And Qualitative Disclosures About Market Risk

 

57
 
Item 4.

Controls And Procedures

 

59

PART II.

OTHER INFORMATION

 

63
 
Item 1.

Legal Proceedings

 

63
 
Item 1A.

Risk Factors

 

64
 
Item 6.

Exhibits

 

78

2



EXPLANATORY NOTE REGARDING RESTATEMENTS

        The filing of our quarterly reports for the first, second and third quarters of fiscal year ending June 30, 2008 were delayed due to questions raised in an investigation into certain accounting irregularities and related matters conducted by independent legal counsel engaged by the Audit Committee of our Board of Directors. As a result of information discovered during this investigation, certain accounts had to be reconstructed and errors and irregularities, including issues identified in additional accounting reviews and procedures conducted by management relative to those periods, required correction. The investigation and the resulting restatements are more fully described in our 2007 Annual Report on Form 10-K filed concurrently herewith.

3



PART I.    FINANCIAL INFORMATION

This excerpt taken from the IRF 10-Q filed Aug 1, 2008.


TABLE OF CONTENTS

 
  Page

EXPLANATORY NOTE REGARDING RESTATEMENTS

 

3

PART I.    FINANCIAL INFORMATION

 

4
 
ITEM 1.    FINANCIAL STATEMENTS

 

4
   
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS THREE MONTHS AND NINE MONTHS ENDED MARCH 31, 2008 AND 2007

 

4
   
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) THREE MONTHS AND NINE MONTHS ENDED MARCH 31, 2008 AND 2007

 

5
   
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2008 AND JUNE 30, 2007

 

6
   
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS NINE MONTHS ENDED MARCH 31, 2008 AND 2007

 

7
   
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

8
 
ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

42
 
ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

56
 
ITEM 4.    CONTROLS AND PROCEDURES

 

58

PART II.    OTHER INFORMATION

 

62
 
ITEM 1.    LEGAL PROCEEDINGS

 

62
 
ITEM 1A.    RISK FACTORS

 

63
 
ITEM 5.    OTHER INFORMATION

 

76
 
ITEM 6.    EXHIBITS

 

77

2



EXPLANATORY NOTE REGARDING RESTATEMENTS

        The filing of our quarterly reports for the first, second and third quarters of fiscal year ending June 30, 2008 were delayed due to questions raised in an investigation into certain accounting irregularities and related matters conducted by independent legal counsel engaged by the Audit Committee of our Board of Directors. As a result of information discovered during this investigation, certain accounts had to be reconstructed and errors and irregularities, including issues identified in additional accounting reviews and procedures conducted by management relative to those periods, required correction. The investigation and the resulting restatements are more fully described in our 2007 Annual Report on Form 10-K filed concurrently herewith.

3


This excerpt taken from the IRF 10-Q filed Aug 1, 2008.


TABLE OF CONTENTS

 
  Page
EXPLANATORY NOTE REGARDING RESTATEMENTS   3

PART I.    FINANCIAL INFORMATION

 

4
 
ITEM 1.    FINANCIAL STATEMENTS

 

4
   
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2007 AND 2006

 

4
   
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2007 AND 2006

 

5
   
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2007 AND JUNE 30, 2007

 

6
   
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED DECEMBER 31, 2007 AND 2006

 

7
   
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

8
 
ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

46
 
ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

59
 
ITEM 4.    CONTROLS AND PROCEDURES

 

61

PART II.    OTHER INFORMATION

 

64
 
ITEM 1.    LEGAL PROCEEDINGS

 

64
 
ITEM 1A.    RISK FACTORS

 

65
 
ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

78
 
ITEM 6.    EXHIBITS

 

78

2



EXPLANATORY NOTE REGARDING RESTATEMENTS

        The filing of our quarterly reports for the first, second and third quarters of fiscal year ending June 30, 2008 were delayed due to questions raised in an investigation into certain accounting irregularities and related matters conducted by independent legal counsel engaged by the Audit Committee of our Board of Directors. As a result of information discovered during this investigation, certain accounts had to be reconstructed and errors and irregularities, including issues identified in additional accounting reviews and procedures conducted by management relative to those periods, required correction. The investigation and the resulting restatements are more fully described in our 2007 Annual Report on Form 10-K filed concurrently herewith.

3



PART I.    FINANCIAL INFORMATION

This excerpt taken from the IRF 10-Q filed Aug 1, 2008.


TABLE OF CONTENTS

 
  Page

EXPLANATORY NOTE REGARDING RESTATEMENTS

 

3

PART I.    FINANCIAL INFORMATION

 

5
 
ITEM 1.    FINANCIAL STATEMENTS

 

5
   
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME FOR THE THREE MONTHS AND NINE MONTHS ENDED MARCH 31, 2007 AND 2006 (AS RESTATED)

 

5
   
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE THREE MONTHS AND NINE MONTHS ENDED MARCH 31, 2007 AND 2006 (AS RESTATED)

 

6
   
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2007 AND JUNE 30, 2006 (AS RESTATED)

 

7
   
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED MARCH 31, 2007 AND 2006 (AS RESTATED)

 

8
   
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

9
 
ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

63
 
ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

85
 
ITEM 4.    CONTROLS AND PROCEDURES

 

88

PART II.    OTHER INFORMATION

 

92
 
ITEM 1.    LEGAL PROCEEDINGS

 

92
 
ITEM 1A.    RISK FACTORS

 

93
 
ITEM 6.    EXHIBITS

 

107

2



EXPLANATORY NOTE REGARDING RESTATEMENTS

        In this Quarterly Report on Form 10-Q for the nine months ended March 31, 2007, we are restating our quarterly condensed consolidated statements of income and comprehensive income for the three and nine months ended March 31, 2006, our condensed consolidated balance sheet as of June 30, 2006, and condensed consolidated statement of cash flows for the nine months ended March 31, 2006. Along with this report, we are filing our quarterly reports for the first, second and third quarters of fiscal year 2008 and our 2007 Annual Report on Form 10-K that were delayed due to questions raised in an independent investigation into certain accounting and financial reporting matters (the "Investigation") conducted by the Audit Committee of the Board of Directors of International Rectifier Corporation ("Audit Committee"). As a result of information discovered during this investigation, certain accounts had to be reconstructed and errors and irregularities, including issues identified in additional accounting reviews and procedures conducted by management relative to those periods, required correction. The investigation and the resulting restatements are more fully described in our 2007 Annual Report on Form 10-K filed concurrently herewith.

        In January 2007, the Audit Committee on its own initiative pursuant to its charter commenced the Investigation on the basis of, among other things, published reports questioning the credibility of our ability to consistently meet earnings expectations. The Audit Committee engaged independent legal counsel to conduct the Investigation. Legal counsel worked with the assistance of forensic accountants and professional investigators engaged by counsel. As facts and irregular accounting practices were identified by the independent legal counsel, the Audit Committee was advised. Public disclosures were made on Form 8-K filed with the Securities and Exchange Commission ("SEC") on April 9, 2007, on Form 8-K/A and Form 12b-25, both filed with the SEC on May 11, 2007, on Form 8-K and Form 12b-25, both filed with the SEC on August 31, 2007, on Form 12b-25 filed with the SEC on November 13, 2007, on Form 12b-25 filed with the SEC on February 11, 2008 and on Form 12b-25 filed with the SEC on May 12, 2008.

        The Audit Committee determined that our financial statements for our fiscal quarters ended September 30, 2003 through December 31, 2006 and for the fiscal years ended June 30, 2004 through June 30, 2006 should not be relied upon. The Audit Committee also found material weaknesses in internal control over financial reporting for such periods and advised that management's report on internal control over financial reporting for the fiscal years ended June 30, 2005 and 2006 contained in our public reports should not be relied upon.

        Subsequent to April 9, 2007 and prior to the date of this Quarterly Report, during the progress of the Investigation, substantial management changes took place at our Company. At the end of our fiscal year 2007, our Chief Financial Officer ("CFO") was terminated, our Executive Vice President of Sales and Marketing resigned, and, in October 2007, our Company's Chief Executive Officer ("CEO") resigned. The Chairman of the Board retired on May 1, 2008. We appointed our General Counsel as acting CEO and commenced an executive search process for a new CEO. We made additional management changes and put in place a Special Committee of the Board, which was led by an Independent Lead Director, to assist in providing corporate oversight and to support the acting CEO. In February 2008, we named our new CEO, who brings extensive global experience in semiconductor operations, strategy and business development. We also appointed a new acting CFO, designated a Chief Administrative Officer to oversee compliance and legal matters, appointed a new Vice President of Compliance reporting directly to the Audit Committee, elected three independent directors, and appointed an independent Chairman of the Board.

        The independent legal counsel has advised the Audit Committee that the Investigation has been completed. The matters that have caused us to restate financial data previously reported are more fully discussed in Note 2 of Notes to condensed Consolidated Financial Statements included in Part I, Item 1, "Financial Statements." For additional discussion of the Investigation, the accounting errors

3



and irregularities identified, and the restatement adjustments, see Part I, Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations—Restatements of Consolidated Financial Statements." For a description of the material weaknesses identified by management as a result of the Investigation and our internal reviews, and management's plan to remediate those deficiencies, see Part I, Item 4, "Controls and Procedures." Among other things, the independent legal counsel reported to the Audit Committee that evidence had been identified indicating certain personnel had directed and/or been involved in the judgmental adjustment of various elements of quarterly financial results in an effort to meet quarterly earnings targets.

        While the Investigation progressed, our management reviewed certain other accounting and tax practices, including an analysis of Company-wide revenue recognition practices. Management also has advised the Audit Committee that its review is complete.

        The corrections to the reports for the affected prior periods are contained in this Quarterly Report on Form 10-Q and we are not filing separate corrections to those reports. We emphasize that those prior reports are not to be relied upon.

4


This excerpt taken from the IRF 10-K filed Aug 1, 2008.


TABLE OF CONTENTS

 
   
PART I   3
  ITEM 1.    BUSINESS   3
  ITEM 1A.    RISK FACTORS   15
  ITEM 1B.    UNRESOLVED STAFF COMMENTS   28
  ITEM 2.    PROPERTIES   29
  ITEM 3.    LEGAL PROCEEDINGS   30
  ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS   31
PART II   33
  ITEM 5.    MARKET FOR THE REGISTRANTS' COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES   33
  ITEM 6.    SELECTED FINANCIAL DATA   34
  ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS   37
  ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK   64
  ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA   68
    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM   69
    CONSOLIDATED STATEMENTS OF INCOME FOR THE FISCAL YEARS ENDED JUNE 30, 2007, 2006 (AS RESTATED), 2005 (AS RESTATED)   71
    CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2007, 2006 (AS RESTATED), 2005 (AS RESTATED)   72
    CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME (LOSS) FOR THE FISCAL YEARS ENDED JUNE 30, 2007, 2006 (AS RESTATED), AND 2005 (AS RESTATED)   73
    CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE FISCAL YEARS ENDED JUNE 30, 2007, 2006 (AS RESTATED), 2005 (AS RESTATED)   74
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS   75
  ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE   164
  ITEM 9A.    CONTROLS AND PROCEDURES   164
  ITEM 9B.    OTHER INFORMATION   171
PART III   171
  ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT   171
  ITEM 11.    EXECUTIVE COMPENSATION   174
  ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS   223
  ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS   226
  ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES   226
PART IV   228
  ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES   228
  SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS AND RESERVES FISCAL YEARS ENDED JUNE 30, 2007, 2006 (AS RESTATED), AND 2005 (AS RESTATED)   242

This excerpt taken from the IRF 8-K filed Apr 9, 2007.

TABLE OF CONTENTS

Item 1.01 Entry into a Material Definitive Agreement

 

 

 

Item 2.01 Completion of Acquisition or Disposition of Assets

 

 

 

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

 

 

 

Item 7.01 Regulation FD Disclosure

 

 

 

Item 9.01 Financial Statements and Exhibits

 

 

 

SIGNATURES

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement

In connection with the consummation of the sale (the “Divestiture”) of its Power Control Systems business (“PCS Business”) described more fully in the Current Report on Form 8-K that was filed by International Rectifier Corporation (the “Company”) with the Securities and Exchange Commission (the “SEC”) on November 14, 2006 (the “November Form 8-K”) and in Item 2.01 below of this Current Report on Form 8-K, the Company and its selling subsidiaries (the “Selling Subsidiaries”) entered into the following agreements:

Amendment Agreement No. 3 and Waiver Agreement No. 1 to Master Purchase Agreement, Asset Purchase Agreement and Stock Purchase Agreements

On March 30, 2007, the Company and the Selling Subsidiaries entered into Amendment Agreement No. 3 and Waiver Agreement No. 1 to Master Purchase Agreement, Asset Purchase Agreement and Stock Purchase Agreements (the “Amendment”) with Vishay Intertechnology, Inc. (“Vishay”) and its purchasing subsidiaries.  The Amendment, among other things, (i) amended certain provisions of the Master Purchase Agreement, dated as of November 8, 2006, between the Company and Vishay (the “Master Purchase Agreement”) to provide that Vishay will pay debts owed to the Company by the Company’s subsidiaries that were acquired by Vishay as of April 1, 2007 (the “Closing Date”) out of cash on hand held by such subsidiaries promptly after the Closing, except for specified amounts to be retained to cover certain employee and tax matters, (ii) amended the indemnity provisions of the Master Purchase Agreement to provide for indemnity in favor of Vishay relating to certain tax, environmental, regulatory and intercompany matters, and (iii) waived requirements to satisfy certain closing conditions.

License Agreements

Concurrently with the closing of the Divestiture, the Company entered into four (4) license agreements (collectively, the “License Agreements”).  Under the License Agreements, the Company licensed (i) certain of its technology related to the PCS Business to Vishay on a non-exclusive, perpetual and royalty-free basis and (ii) certain of its trademarks for specified periods of up to two (2) years after the Closing Date.  Vishay, in turn, licensed back to the Company the technology that it acquired in connection with the Divesture on a non-exclusive, perpetual and royalty-free basis.

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