(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, 2006 | ||
or | ||
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from to |
Delaware
|
77-0140882 | |
(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer
Identification No.) |
2
Item 1. | Business |
| 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; | |
| motor drives for industrial applications such as industrial transportation, robotics, automation, and process control equipment; | |
| plasma display panels; | |
| medical electronics for sophisticated applications, such as defibrillators and MRI and CT equipment; and | |
| renewable energy sources like wind turbines and solar systems. |
3
| proliferation of technology-driven products that require electricity, including computers, telecommunications equipment and the infrastructure to support portable electronics; | |
| increased use of electronic content in traditional products such as airplanes, automobiles and home appliances; | |
| increased use of automation and electrical processes in industry and mass transit systems; | |
| the growth of the Internet and mobile telecommunications demand; and | |
| penetration of technology into developing countries. |
| 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; | |
| 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; | |
| invert DC power to high frequency AC power to permit the processing of power through the use of substantially smaller electronic components; or | |
| rectify high frequency AC power from switch mode power supplies to meet the specific DC voltage and frequency required by an application. |
4
5
Power MOS Transistors. |
Power MOSFETs. |
IGBTs. |
6
Bipolar Products. |
Rectifiers. |
Thyristors. |
Solid State Relays. |
LCAS and DAA integrated products. |
7
Application Specific Integrated Circuits. |
Power Management and Control ICs. |
Category | IXYS Products | End User Applications | ||
Power Conversion Systems
|
FRED | SMPS and UPS for: | ||
IGBT | Wireless base stations | |||
Module | Internet facilities | |||
MOSFET | Storage area networks | |||
Rectifier | RF generators | |||
IC Driver | ||||
Motor Drives
|
FRED | Automation | ||
IGBT | Robotics | |||
Module | Process control equipment | |||
MOSFET | Machine tools | |||
Thyristor | Electric trains | |||
IC Driver |
8
Category
IXYS Products
End User Applications
IGBT
Defibrillators
MOSFET
Medical imaging devices
Thyristor
Laser power supplies
IC
Ultrasound
GaAs FET
Hearing aids
SSR
Point-of-sale terminals
LCAS
Modems
GaAs FET
Set top boxes
DAA
Wireless base stations
Central office
MOSFET
Plasma display panels
IC driver
E-books
9
| developing RF power MOSFETs and GaAs FETs; | |
| increasing the operating range of our MOS and bipolar products; | |
| developing new gallium arsenide products; | |
| developing high efficiency solar cells; | |
| developing higher power IGBT modules; | |
| developing power solid state relays; | |
| extending and developing product family of power management ICs based on our HVIC technology; | |
| developing low voltage Trench MOSFETs for automotive and portable markets; | |
| developing next generation IGBTs for white goods and consumer markets; and | |
| developing module products for automotive markets. |
10
Wafer Fabrication. |
Assembly. |
11
Test. |
| proper new product definition; | |
| product quality, reliability and performance; | |
| product features; | |
| timely delivery of products; | |
| price; | |
| breadth of product line; | |
| design and introduction of new products; | |
| market acceptance of our products and those of our customers; and | |
| technical support and service. |
12
Item 1A. | Risk Factors |
Our operating results fluctuate significantly because of a number of factors, many of which are beyond our control. |
| 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; | |
| loss of key customers; | |
| the cyclical nature of the semiconductor industry; |
13
| competitive pressures on selling prices; | |
| damage awards or injunctions as the result of litigation; | |
| market acceptance of our products and the products of our customers; | |
| 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 production capacity; | |
| the amount and timing of investments in research and development; | |
| 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 fiscal quarters of our fiscal year; and | |
| the amount and timing of costs associated with product returns. |
Our gross margin is dependent on a number of factors, including our level of capacity utilization. |
IXYS could be harmed by litigation. |
14
Semiconductors for inclusion in consumer products have short product life cycles. |
Our international operations expose us to material risks. |
| foreign currency fluctuations; | |
| changes in the laws, regulations or policies of the countries in which we manufacture or sell our products; | |
| trade restrictions; |
15
| longer payment cycles; | |
| challenges in collecting accounts receivable; | |
| cultural and language differences; | |
| employment regulations; | |
| limited infrastructure in emerging markets; | |
| transportation delays; | |
| seasonal reduction in business activities; | |
| work stoppages; | |
| terrorist attack or war; and | |
| economic or political instability. |
The semiconductor industry is cyclical, and an industry downturn could adversely affect our operating results. |
| alternating periods of overcapacity and production shortages; | |
| cyclical demand for semiconductors; | |
| changes in product mix in response to changes in demand; | |
| 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. |
16
Our operating expenses are relatively fixed, and we order materials and commence production in advance of anticipated customer demand. Therefore, we have limited ability to reduce expenses quickly in response to any revenue shortfalls. |
We may not be able to acquire additional production capacity to meet the present and future demand for our products. |
We have a material weakness in our internal control over financial reporting that could result in a material misstatement of our financial condition, results of operations and cash flows. |
17
We may not be successful in our acquisitions. |
| diversion of managements 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; | |
| failure to successfully integrate the operations of an acquired company 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; | |
| failure to retain key personnel of the acquired business; | |
| 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 companys products or personnel; | |
| adverse effects on our relationships with suppliers; | |
| 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 in-process R&D charges and amortization expense related to intangible assets, and the integration of acquired operations; and | |
| assumption of known or unknown liabilities or other unanticipated events or circumstances. |
18
We depend on external foundries to manufacture many of our products. |
| 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 success depends on our ability to manufacture our products efficiently. |
| contaminants in the manufacturing environment; | |
| defects in the masks used to print circuits on a wafer; | |
| manufacturing equipment failure; or | |
| wafer breakage. |
19
Our markets are subject to technological change and our success depends on our ability to develop and introduce new products. |
| changing technologies; | |
| changing customer needs; | |
| frequent new product introductions and enhancements; | |
| increased integration with other functions; and | |
| product obsolescence. |
We may not be able to protect our intellectual property rights adequately. |
Our revenues are dependent upon our products being designed into our customers products. |
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. |
20
Our backlog may not result in future revenues. |
The markets in which we participate are intensely competitive. |
| proper new product definition; | |
| product quality, reliability and performance; | |
| product features; | |
| price; | |
| timely delivery of products; | |
| breadth of product line; | |
| design and introduction of new products; | |
| market acceptance of our products and those of our customers; and | |
| technical support and service. |
We rely on our distributors and sales representatives to sell many of our products. |
21
Our future success depends on the continued service of management and key engineering personnel and our ability to identify, hire and retain additional personnel. |
Growth and expansion place a significant strain on our resources, including our information systems and our employee base. |
22
Our stock price is volatile. |
| 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 the communications and 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 financial analysts; | |
| terrorist attack or war; | |
| sales of our common stock by one or more members of management, including Nathan Zommer, Ph.D., our President and Chief Executive Officer; or | |
| general economic and market conditions. |
Our dependence on independent subcontractors to assemble and test our products subject us to a number of risks, including an inadequate supply of products and higher materials costs. |
| 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. |
23
We depend on a limited number of suppliers for our wafers. |
Our ability to access capital markets could be limited. |
Geopolitical instability, war, terrorist attacks, terrorist threats, and government responses thereto, may negatively affect all aspects of our operations, revenues, costs and stock prices. |
Business interruptions may damage our facilities or those of our suppliers. |
We may be affected by environmental laws and regulations. |
Our tax liability has been in dispute from time to time. |
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. |
24
Nathan Zommer, Ph.D. owns a significant interest in our common stock. |
Regulations may adversely affect our ability to sell our products. |
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. |
25
Item 1B. | Unresolved Staff Comments |
Item 2. | Properties |
Approximate | ||||||||
Square | ||||||||
Principal Facilities | 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 2008 | Research and development, manufacturing, sales and distribution | |||||
Lampertheim, Germany
|
170,000 | (1) | European headquarters, research and development, manufacturing, sales and distribution | |||||
Santa Clara, California
|
20,000 | January 2009 | Corporate headquarters, research and development, sales and distribution |
(1) | Owned, not leased. |
Item 3. | Legal Proceedings |
26
27
Item 4. | Submission of Matters to a Vote of Security Holders |
Name | Age | Position(s) | ||||
Nathan Zommer
|
58 | Chairman of the Board, President and Chief Executive Officer | ||||
Uzi Sasson
|
43 | Vice President of Finance, Chief Financial Officer and Secretary | ||||
Peter H. Ingram
|
57 | President of European Operations |
28
Item 5. | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
High | Low | ||||||||
Fiscal year ending March 31, 2006
|
|||||||||
First Quarter
|
$ | 14.96 | $ | 9.24 | |||||
Second Quarter
|
$ | 15.01 | $ | 9.46 | |||||
Third Quarter
|
$ | 12.74 | $ | 9.65 | |||||
Fourth Quarter
|
$ | 13.48 | $ | 8.75 | |||||
Fiscal year ending March 31, 2005
|
|||||||||
First Quarter
|
$ | 10.81 | $ | 7.53 | |||||
Second Quarter
|
$ | 7.98 | $ | 6.11 | |||||
Third Quarter
|
$ | 10.61 | $ | 6.66 | |||||
Fourth Quarter
|
$ | 11.67 | $ | 9.19 |
Total | Total Number of Shares | Maximum Number of | ||||||||||||||
Number of | Average Price | Purchased as Part of | Shares that may yet be | |||||||||||||
Shares | Paid per | Publicly Announced | Purchased Under the | |||||||||||||
Period | Purchased | Share | Plans or Programs | Plans or Programs | ||||||||||||
January 1, 2006 January 31, 2006
|
| (1 | ) | | 748,000 | |||||||||||
February 1, 2006 February 28, 2006
|
25,000 | $ | 10.09 | 25,000 | 723,000 | |||||||||||
March 1, 2006 March 31, 2006
|
| (1 | ) | | 723,000 | |||||||||||
Total
|
25,000 | $ | 10.09 | 25,000 | ||||||||||||
(1) | Not applicable |
29
Item 6. | Selected Financial Data |
Years Ended March 31, | ||||||||||||||||||||||
2006 | 2005 | 2004(1) | 2003(2) | 2002(3) | ||||||||||||||||||
(In thousands, except per share amounts) | ||||||||||||||||||||||
Statement of operations data:
|
||||||||||||||||||||||
Net revenues
|
$ | 251,487 | $ | 256,620 | $ | 187,442 | $ | 136,111 | $ | 82,821 | ||||||||||||
Cost of goods sold
|
169,792 | 176,710 | 143,948 | 107,371 | 56,918 | |||||||||||||||||
Gross profit
|
81,695 | 79,910 | 43,494 | 28,740 | 25,903 | |||||||||||||||||
Operating expenses:
|
||||||||||||||||||||||
Research, development and engineering
|
17,523 | 18,574 | 15,811 | 12,846 | 5,728 | |||||||||||||||||
Selling, general and administrative
|
38,371 | 35,707 | 32,742 | 32,437 | 17,614 | |||||||||||||||||
Restructuring charge
|
| | | 750 | | |||||||||||||||||
Litigation provision
|
42,810 | | | | | |||||||||||||||||
Total operating expenses
|
98,704 | 54,281 | 48,553 | 46,033 | 23,342 | |||||||||||||||||
Operating (loss) income
|
(17,009 | ) | 25,629 | (5,059 | ) | (17,293 | ) | 2,561 | ||||||||||||||
Other income (expense):
|
||||||||||||||||||||||
Interest income, net
|
2,182 | 633 | 310 | 720 | 1,318 | |||||||||||||||||
Other income (expense):
|
1,810 | (481 | ) | (1,324 | ) | (1,288 | ) | (757 | ) | |||||||||||||
(Loss) income before income taxes
|
(13,017 | ) | 25,781 | (6,073 | ) | (17,861 | ) | 3,122 | ||||||||||||||
Benefit from (provision for) income tax
|
6,911 | (9,539 | ) | 1,641 | 5,716 | (1,184 | ) | |||||||||||||||
Net (loss) income
|
$ | (6,106 | ) | $ | 16,242 | $ | (4,432 | ) | $ | (12,145 | ) | $ | 1,938 | |||||||||
Net (loss) income per share basic
|
$ | (0.18 | ) | $ | 0.49 | (0.14 | ) | $ | (0.39 | ) | $ | 0.07 | ||||||||||
Weighted average shares used in per share
calculation basic
|
33,636 | 33,093 | 32,434 | 30,889 | 26,745 | |||||||||||||||||
Net (loss) income per share diluted
|
$ | (0.18 | ) | $ | 0.46 | (0.14 | ) | $ | (0.39 | ) | $ | 0.07 | ||||||||||
Weighted average shares used in per share
calculation diluted
|
33,636 | 35,085 | 32,434 | 30,889 | 29,004 | |||||||||||||||||
30
As of March 31,
2006
2005
2004(1)
2003(2)
2002(3)
(In thousands)
32.5
%
31.1
%
23.2
%
21.1
%
31.3
%
$
8,543
$
10,639
$
11,186
$
9,297
$
5,835
78,192
58,144
42,058
40,094
32,111
118,815
124,063
96,246
95,425
81,399
279,987
219,891
198,269
183,057
124,560
28,023
16,796
15,120
14,966
12,261
159,973
165,277
145,531
138,809
95,219
31,143
23,730
5,679
2,404
2,151
(23,264
)
(4,966
)
(1,929
)
5,012
(11,594
)
13,722
(2,734
)
(2,311
)
(284
)
(3,147
)
(1) | During fiscal 2004, we completed our acquisition of Microwave Technology, Inc. |
(2) | During fiscal 2003, we completed our acquisition of Clare, Inc. |
(3) | During fiscal 2002, we completed our acquisition of Westcode Semiconductors, Ltd. |
Item 7. | Managements Discussion and Analysis of Financial Condition and Results of Operations |
31
32
33
Balance March 31, 2003
|
$ | 483 | |||
Additions
|
2,189 | ||||
Deductions
|
(2,248 | ) | |||
Balance March 31, 2004
|
424 | ||||
Additions
|
2,742 | ||||
Deductions
|
(2,613 | ) | |||
Balance March 31, 2005
|
553 | ||||
Additions
|
2,300 | ||||
Deductions
|
(2,400 | ) | |||
Balance March 31, 2006
|
$ | 453 | |||
34
Balance at March 31, 2003
|
$ | 17,224 | |||
Sale of excess inventory
|
(2,624 | ) | |||
Scrap of excess inventory
|
(504 | ) | |||
Balance of excess inventory
|
14,096 | ||||
Additional accrual of excess inventory
|
10,536 | ||||
Balance at March 31, 2004
|
24,632 | ||||
Sale of excess inventory
|
(3,685 | ) | |||
Scrap of excess inventory
|
(2,555 | ) | |||
Balance of excess inventory
|
18,392 | ||||
Additional accrual of excess inventory
|
2,849 | ||||
Balance at March 31, 2005
|
21,241 | ||||
Sale of excess inventory
|
(1,991 | ) | |||
Scrap of excess inventory
|
(3,860 | ) | |||
Balance of excess inventory
|
15,390 | ||||
Additional accrual of excess inventory
|
3,987 | ||||
Balance at March 31, 2006
|
$ | 19,377 | |||
35
36
37
Years Ended March 31, | |||||||||||||||||||||
2006 | % Change | 2005 | % Change | 2004 | |||||||||||||||||
Net revenues
|
$ | 251,487 | (2.0 | ) | $ | 256,620 | 36.9 | $ | 187,442 | ||||||||||||
Cost of goods sold
|
169,792 | (3.9 | ) | 176,710 | 22.8 | 143,948 | |||||||||||||||
Gross profit
|
81,695 | 2.2 | 79,910 | 83.7 | 43,494 | ||||||||||||||||
Operating expenses:
|
|||||||||||||||||||||
Research, development and engineering
|
17,523 | (5.7 | ) | 18,574 | 17.5 | 15,811 | |||||||||||||||
Selling, general and administrative
|
38,371 | 7.5 | 35,707 | 9.1 | 32,742 | ||||||||||||||||
Litigation provision
|
42,810 | nm | | | | ||||||||||||||||
Total operating expenses
|
98,704 | 81.8 | 54,281 | 11.8 | 48,553 | ||||||||||||||||
38
Years Ending March 31, | |||||||||||||
2006 | 2005 | 2004 | |||||||||||
% of Net | % of Net | % of Net | |||||||||||
Revenues | Revenues | Revenues | |||||||||||
Net revenues
|
100.0 | 100.0 | 100.0 | ||||||||||
Cost of goods sold
|
67.5 | 68.9 | 76.8 | ||||||||||
Gross profit
|
32.5 | 31.1 | 23.2 | ||||||||||
Operating expenses:
|
|||||||||||||
Research, development and engineering
|
7.0 | 7.2 | 8.4 | ||||||||||
Selling, general and administrative
|
15.3 | 13.9 | 17.5 | ||||||||||
Litigation provision
|
17.0 | | | ||||||||||
Total operating expenses
|
39.3 | 21.1 | 25.9 | ||||||||||
Operating (loss) income
|
(6.8 | ) | 10.0 | (2.7 | ) | ||||||||
Other income (expense), net
|
1.6 | | (0.5 | ) | |||||||||
(Loss) income before benefit from (provision for) income tax
|
(5.2 | ) | 10.0 | (3.2 | ) | ||||||||
Benefit from (provision for) income tax
|
2.7 | (3.7 | ) | 0.9 | |||||||||
Net (loss) income
|
(2.5 | ) | 6.3 | (2.3 | ) | ||||||||
Revenues. |
Year Ended March 31, | ||||||||||||||||||||
% Change | % Change | |||||||||||||||||||
from 2005 to | from 2004 to | |||||||||||||||||||
Revenues | 2006 | 2006 | 2005 | 2005 | 2004 | |||||||||||||||
(000) | (000) | (000) | ||||||||||||||||||
Power Semiconductors
|
$ | 191,105 | (2.1) | $ | 195,148 | 40.1 | $ | 139,312 | ||||||||||||
ICs
|
41,493 | 1.8 | 40,759 | 23.3 | 33,058 | |||||||||||||||
Systems and RF Power Semiconductors
|
18,889 | (8.8) | 20,713 | 37.4 | 15,072 | |||||||||||||||
Total
|
$ | 251,487 | (2.0) | $ | 256,620 | 36.9 | $ | 187,442 | ||||||||||||
Year Ended March 31, | ||||||||||||
% Change | ||||||||||||
from 2005 to | ||||||||||||
Average Selling Price (ASPs) | 2006 | 2006 | 2005 | |||||||||
Power Semiconductors
|
$ | 2.27 | 2.3 | $ | 2.22 | |||||||
ICs
|
$ | 0.83 | (4.6 | ) | $ | 0.87 | ||||||
Systems and RF Power Semiconductors
|
$ | 12.94 | (11.4 | ) | $ | 14.60 |
39
Year Ended March 31,
% Change
from 2005 to
Units
2006
2006
2005
(000)
(000)
84,117
(4.2
)
87,846
49,970
6.2
47,054
1,460
2.9
1,419
135,547
(0.6
)
136,319
40
Gross Profit. |
Research, Development and Engineering. |
Selling, General and Administrative. |
41
Litigation Provision. |
Other Income (Expense), Net. |
Benefit from (Provision for) Income Taxes. |
Liquidity and Capital Resources |
42
43
Payments Due by Period | ||||||||||||||||||||
Less Than | After 5 | |||||||||||||||||||
Contractual Obligations(1) | Total | 1 Year | 1-3 Years | 3-5 Years | Years | |||||||||||||||
Long term debt
|
$ | 11,502 | $ | 816 | $ | 1,631 | $ | 1,610 | $ | 7,445 | ||||||||||
Capital Lease Obligations(2)
|
6,516 | 2,749 | 3,404 | 363 | | |||||||||||||||
Operating Lease Obligations
|
10,762 | 1,500 | 2,492 | 1,474 | 5,296 | |||||||||||||||
Pension Obligations(3)
|
13,894 | 869 | 2,256 | 2,458 | 8,311 | |||||||||||||||
Inventory Purchase Obligations
|
18,853 | 18,853 | | | | |||||||||||||||
Other Liabilities
|
194 | 194 | | | | |||||||||||||||
Total
|
$ | 61,721 | $ | 24,981 | $ | 9,783 | $ | 5,905 | $ | 21,052 | ||||||||||
(1) | Amount accrued for LoJack litigation of $43.6 million has not been considered in this disclosure. |
(2) | Includes anticipated interest payments totalling $500,000. |
(3) | Pension obligations indicate the benefits estimated to be paid |
Item 7A. | Quantitative and Qualitative Disclosures about Market Risk |
44
45
Item 8. | Financial Statements and Supplementary Data |
BDO Seidman, LLP | |
San Francisco, California | |
June 15, 2006 |
46
47
Table of Contents
March 31,
2006
2005
(In thousands, except
share data)
ASSETS
$
78,192
$
58,144
313
155
42,774
41,388
60,357
51,411
4,121
4,134
25,049
6,649
210,806
161,881
40,049
27,814
5,099
5,907
16,552
2,787
7,481
21,502
$
279,987
$
219,891
LIABILITIES AND STOCKHOLDERS EQUITY
$
2,255
$
2,733
973
20,259
12,962
24,889
22,123
43,615
91,991
37,818
3,762
4,409
10,685
157
13,576
12,230
120,014
54,614
347
336
161,118
153,376
(4,454
)
(1,552
)
(4
)
(59
)
(355
)
(614
)
5,492
3,635
7,984
159,973
165,277
$
279,987
$
219,891
48
Year Ended March 31,
2006
2005
2004
(In thousands, except per share data)
$
251,487
$
256,620
$
187,442
169,792
176,710
143,948
81,695
79,910
43,494
17,523
18,574
15,811
38,371
35,707
32,742
42,810
98,704
54,281
48,553
(17,009
)
25,629
(5,059
)
2,504
1,341
615
(322
)
(708
)
(305
)
1,810
(481
)
(1,324
)
(13,017
)
25,781
(6,073
)
6,911
(9,539
)
1,641
$
(6,106
)
$
16,242
$
(4,432
)
$
(0.18
)
$
0.49
$
(0.14
)
33,636
33,093
32,434
$
(0.18
)
$
0.46
$
(0.14
)
33,636
35,085
32,434
49
Year Ended March 31,
2006
2005
2004
(In thousands)
$
(6,106
)
$
16,242
$
(4,432
)
327
(1,159
)
(3,517
)
1,263
5,363
$
(10,455
)
$
17,505
$
931
50
Additional | Retained Earnings | Accumulated Other | ||||||||||||||||||||||||||||||||||||||
Paid-In | Treasury | Treasury | Notes Receivable | (Accumulated | Deferred | Comprehensive Gain | Total Stockholders | |||||||||||||||||||||||||||||||||
Shares | Amount | Capital | Shares | Amount | from Stockholders | Deficit) | Compensation | (Loss) | Equity | |||||||||||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||||||||||||||||
Balances, March 31, 2003
|
31,957 | $ | 320 | $ | 144,835 | 95 | $ | (447 | ) | $ | (913 | ) | $ | (6,318 | ) | $ | (26 | ) | $ | 1,358 | $ | 138,809 | ||||||||||||||||||
Exercise of stock options
|
233 | 2 | 841 | | | | | | | 843 | ||||||||||||||||||||||||||||||
Issuance of common stock under employee stock purchase plan
|
62 | 1 | 561 | | | | | | | 562 | ||||||||||||||||||||||||||||||
Issuance of common stock for the acquisition of Microwave
Technology, Inc
|
767 | 8 | 4,348 | | | | | | | 4,356 | ||||||||||||||||||||||||||||||
Interest accrued on notes receivable
|
| | 475 | | | (475 | ) | | | | | |||||||||||||||||||||||||||||
Deferred compensation
|
| | 14 | | | | | (14 | ) | | | |||||||||||||||||||||||||||||
Amortization of deferred compensation
|
| | | | | | | 30 | | 30 | ||||||||||||||||||||||||||||||
Foreign currency translation adjustments
|
| | | | | | | | 5,363 | 5,363 | ||||||||||||||||||||||||||||||
Net loss
|
| | | | | | (4,432 | ) | | | (4,432 | ) | ||||||||||||||||||||||||||||
Balances, March 31, 2004
|
33,019 | 331 | 151,074 | 95 | (447 | ) | (1,388 | ) | (10,750 | ) | (10 | ) | 6,721 | 145,531 | ||||||||||||||||||||||||||
Exercise of stock options
|
480 | 4 | 1,509 | | | | | | | 1,513 | ||||||||||||||||||||||||||||||
Issuance of common stock under employee stock purchase plan
|
87 | 1 | 614 | | | | | | | 615 | ||||||||||||||||||||||||||||||
Interest accrued on notes receivable
|
| | 60 | | | (60 | ) | | | | | |||||||||||||||||||||||||||||
Compensation expense on shareholder loans
|
| | 119 | | | | | | | 119 | ||||||||||||||||||||||||||||||
Repayment of notes receivable
|
| | | | | 1,039 | | | | 1,039 | ||||||||||||||||||||||||||||||
Interest forgiven on notes receivable
|
| | | | | 54 | | | | 54 | ||||||||||||||||||||||||||||||
Amortization of deferred compensation
|
| | | | | | | 6 | | 6 | ||||||||||||||||||||||||||||||
Repurchase of common stock
|
| | | 132 | (1,105 | ) | | | | | (1,105 | ) | ||||||||||||||||||||||||||||
Foreign currency translation adjustments
|
| | | | | | | | 1,263 | 1,263 | ||||||||||||||||||||||||||||||
Net income
|
| | | | | | 16,242 | | | 16,242 | ||||||||||||||||||||||||||||||
Balances, March 31, 2005
|
33,586 | $ | 336 | $ | 153,376 | 227 | $ | (1,552 | ) | $ | (355 | ) | $ | 5,492 | $ | (4 | ) | $ | 7,984 | $ | 165,277 | |||||||||||||||||||
51
Retained Earnings | Accumulated Other | |||||||||||||||||||||||||||||||||||||||
Additional | Treasury | Treasury | Notes Receivable | (Accumulated | Deferred | Comprehensive Gain | Total Stockholders | |||||||||||||||||||||||||||||||||
Shares | Amount | Paid-In Capital | Shares | Amount | from Stockholders | Deficit) | Compensation | (Loss) | Equity | |||||||||||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||||||||||||||||
Balances, March 31, 2005
|
33,586 | $ | 336 | $ | 153,376 | 227 | $ | (1,552 | ) | $ | (355 | ) | $ | 5,492 | $ | (4 | ) | $ | 7,984 | $ | 165,277 | |||||||||||||||||||
Exercise of stock options
|
1,014 | 10 | 4,582 | | | | | | | 4,592 | ||||||||||||||||||||||||||||||
Issuance of common stock under employee stock purchase plan
|
78 | 1 | 687 | | | | | | | 688 | ||||||||||||||||||||||||||||||
Tax benefit on employee equity incentive plan
|
2,465 | 2,465 | ||||||||||||||||||||||||||||||||||||||
Purchase of treasury stock
|
| | | 298 | (2,902 | ) | | | | | (2,902 | ) | ||||||||||||||||||||||||||||
Amortization of deferred compensation
|
| | | | | | | 4 | | 4 | ||||||||||||||||||||||||||||||
Interest accrued on notes receivable
|
| | 8 | | | (8 | ) | | | | | |||||||||||||||||||||||||||||
Repayment of note receivable
|
| | | | | 304 | | | | 304 | ||||||||||||||||||||||||||||||
Unrealized gain on available-for-sale investments net of taxes
|
| | | | | | | | 327 | 327 | ||||||||||||||||||||||||||||||
Foreign currency translation adjustments
|
| | | | | | | | (3,517 | ) | (3,517 | ) | ||||||||||||||||||||||||||||
Minimum pension liability, net of taxes
|
| | | | | | | | (1,159 | ) | (1,159 | ) | ||||||||||||||||||||||||||||
Net loss
|
| | | | | | (6,106 | ) | | | (6,106 | ) | ||||||||||||||||||||||||||||
Balances, Mar. 31, 2006
|
34,678 | $ | 347 | $ | 161,118 | 525 | $ | (4,454 | ) | $ | (59 | ) | $ | (614 | ) | $ | | $ | 3,635 | $ | 159,973 | |||||||||||||||||||
52
Year Ended March 31,
2006
2005
2004
(In thousands)
$
(6,106
)
$
16,242
$
(4,432
)
8,543
10,639
11,186
5,578
4,994
4,261
6,434
2,917
2,057
42,810
194
1,399
670
(14,426
)
7,885
(4,424
)
2,465
4
119
54
(2
)
225
4
(9,515
)
(12,568
)
(13,262
)
(17,078
)
(5,286
)
2,253
1,371
(2,134
)
144
826
(335
)
(618
)
7,805
(2,702
)
2,096
1,256
2,258
4,828
984
(337
)
916
31,143
23,370
5,679
(159
)
986
1,607
(2,081
)
(21,121
)
(5,952
)
(3,679
)
97
143
(23,264
)
(4,966
)
(1,929
)
(696
)
(3,996
)
(3,918
)
(800
)
(10
)
12,344
(608
)
(2,902
)
(1,105
)
5,280
2,128
1,405
304
1,039
212
13,722
(2,734
)
(2,311
)
(1,553
)
416
525
20,048
16,086
1,964
58,144
42,058
40,094
$
78,192
$
58,144
$
42,058
$
322
$
149
$
138
$
1,008
$
721
$
108
$
2,508
$
264
$
683
$
$
$
4,356
53
1. | Formation and Business of IXYS: |
2. | Summary of Significant Accounting Policies: |
Principles of Consolidation: |
Use of Estimates: |
Revenue Recognition: |
54
55
Balance March 31, 2003
|
$ | 483 | |||
Additions
|
2,189 | ||||
Deductions
|
(2,248 | ) | |||
Balance March 31, 2004
|
424 | ||||
Additions
|
2,742 | ||||
Deductions
|
(2,613 | ) | |||
Balance March 31, 2005
|
553 | ||||
Additions
|
2,300 | ||||
Deductions
|
(2,400 | ) | |||
Balance March 31, 2006
|
$ | 453 | |||
Foreign Currency Translation: |
56
Cash and Cash Equivalents: |
Inventories: |
57
$
17,224
(2,624
)
(504
)
14,096
10,536
24,632
(3,685
)
(2,555
)
18,392
2,849
21,241
(1,991
)
(3,860
)
15,390
3,987
$
19,377
Property, Plant and Equipment: |
58
Other Assets: |
Goodwill and Intangible Assets: |
59
Foreign Exchange Contracts: |
Defined Benefit Plans: |
Advertising: |
Research and Development: |
Income Taxes: |
60
Other Income and Expense: |
Indemnification: |
Legal Contingencies: |
Net Income (Loss) per Share: |
61
Recent Accounting Pronouncements: |
62
Other Comprehensive Income: |
Concentration and Business Risks: |
Dependence on Third Parties for Wafer Fabrication and Assembly: |
Dependence on Suppliers: |
Employees Covered by Collective Bargaining Arrangements: |
Concentration of Credit Risk: |
63
Fair Value of Financial Instruments: |
Stock-Based Compensation Plans: |
Year Ended March 31, | ||||||||||||
2006 | 2005 | 2004 | ||||||||||
Net (loss) income
|
$ | (6,106 | ) | $ | 16,242 | $ | (4,432 | ) | ||||
Less: Total stock-based compensation determined under fair value
based methods for all awards to employees, net of tax
|
(4,235 | ) | (1,870 | ) | (2,580 | ) | ||||||
Pro forma net (loss) income
|
$ | (10,341 | ) | $ | 14,372 | $ | (7,012 | ) | ||||
As reported net (loss) income per share basic
|
$ | (0.18 | ) | $ | 0.49 | $ | (0.14 | ) | ||||
Pro forma net (loss) income per share basic
|
$ | (0.31 | ) | $ | 0.43 | $ | (0.22 | ) | ||||
As reported net (loss) income per share diluted
|
$ | (0.18 | ) | $ | 0.46 | $ | (0.14 | ) | ||||
Pro forma net (loss) income per share diluted
|
$ | (0.31 | ) | $ | 0.41 | $ | (0.22 | ) | ||||
64
Year Ended March 31,
2006
2005
2004
3.76% to 4.08%
3.15% to 3.49%
1.72% to 3.22%
4.0 years
4.0 years
4.0 years
63%
64%
100%
0%
0%
0%
3.
Acquisitions
Microwave Technology, Inc.: |
Value of IXYS common stock issued
|
$ | 4,189 | |||
Value of IXYS options issued
|
167 | ||||
Direct merger cost
|
321 | ||||
Total purchase price
|
$ | 4,677 | |||
Fair value of tangible assets acquired:
|
|||||
Current assets
|
$ | 2,182 | |||
Deferred tax assets short-term
|
559 | ||||
Plant and equipment
|
91 | ||||
2,832 |
65
Estimated Useful
Lives
300
5 to 6 years
1,300
5 to 6 years
400
5 to 6 years
200
5 to 6 years
200
3 to 6 months
2,400
5,232
(2,415
)
2,817
1,860
$
4,677
4. | Balance Sheet Details: |
Allowances Movement: |
Balance at | Balance at | ||||||||||||||||||||
Beginning | Translation | End of | |||||||||||||||||||
of Year | Additions | Deductions | Adjustments | Year | |||||||||||||||||
(In thousands) | |||||||||||||||||||||
Allowances for accounts receivable and for doubtful accounts
|
|||||||||||||||||||||
Year ended March 31, 2006
|
$ | 2,629 | $ | 5,578 | $ | (5,536 | ) | $ | (62 | ) | $ | 2,609 | |||||||||
Year ended March 31, 2005
|
$ | 2,654 | $ | 4,994 | $ | (5,057 | ) | $ | 38 | $ | 2,629 | ||||||||||
Year ended March 31, 2004
|
$ | 3,169 | $ | 4,261 | $ | (4,849 | ) | $ | 73 | $ | 2,654 |
Inventories: |
March 31, | ||||||||
2006 | 2005 | |||||||
Raw materials
|
$ | 16,648 | $ | 13,386 | ||||
Work in process
|
28,583 | 25,304 | ||||||
Finished goods
|
15,126 | 12,721 | ||||||
$ | 60,357 | $ | 51,411 | |||||
66
Property, Plant and Equipment:
March 31,
2006
2005
$
21,520
$
6,367
57,182
55,300
16,960
16,102
1,003
2,954
96,665
80,723
(45,758
)
(43,804
)
(10,858
)
(9,105
)
$
40,049
$
27,814
Other Assets: |
March 31, | ||||||||
2006 | 2005 | |||||||
Investments held as available for sale
|
$ | 2,423 | $ | 15 | ||||
Long term equity investment
|
1,107 | 639 | ||||||
Intangible assets, net of accumulated amortization of
$3.3 million
|
782 | 2,994 | ||||||
Loans to vendors and others
|
787 | 2,259 | ||||||
$ | 5,099 | $ | 5,907 | |||||
67
Accrued Expenses and Other Liabilities:
March 31,
2006
2005
$
5,433
$
6,374
611
2,449
2,269
2,511
10,970
5,958
5,606
4,831
$
24,889
$
22,123
5. | Borrowing Arrangements: |
6. | Commitments and Contingencies: |
Commitments: |
68
Capital
Operating
Fiscal Year Ending March 31,
Leases
Leases
$
2,749
$
1,500
1,997
1,298
1,407
1,194
352
740
11
734
5,296
6,516
$
10,762
(499
)
6,017
(2,255
)
$
3,762
Legal Proceedings: |
International Rectifier |
69
Lojack |
70
7. | Stockholders Equity: |
Stock Purchase and Stock Option Plans: |
Options Outstanding | |||||||||||||||||||||||||
Weighted Average | |||||||||||||||||||||||||
Shares Available | Number of | Exercise Price | Exercise Price | ||||||||||||||||||||||
for Grant | Shares | Per Share | Total | Per Share | |||||||||||||||||||||
Balances, March 31, 2003
|
2,701,792 | 4,985,011 | $ | 30,462 | $ | 6.11 | |||||||||||||||||||
Options assumed
|
25,741 | $ | 1.83 | - | $ | 3.66 | $ | 87 | $ | 3.38 | |||||||||||||||
New shares authorized
|
1,000,000 | ||||||||||||||||||||||||
Options granted
|
(746,000 | ) | 746,000 | $ | 6.75 | - | $ | 10.63 | $ | 6,313 | $ | 8.46 | |||||||||||||
Options exercised
|
(232,862 | ) | $ | 1.02 | - | $ | 7.73 | $ | (843 | ) | $ | 3.62 | |||||||||||||
Options cancelled
|
185,676 | (185,676 | ) | $ | 3.63 | - | $ | 31.54 | $ | (2,314 | ) | $ | 12.46 | ||||||||||||
Options expired
|
27,650 | (27,650 | ) | $ | 3.63 | - | $ | 29.50 | $ | (309 | ) | $ | 11.18 | ||||||||||||
71
Options Outstanding
Weighted Average
Shares Available
Number of
Exercise Price
Exercise Price
for Grant
Shares
Per Share
Total
Per Share
3,169,118
5,310,564
$
33,396
$
6.29
1,000,000
(453,000
)
453,000
$
6.65
-
$
9.15
$
3,687
$
8.14
(480,751
)
$
1.69
-
$
7.38
$
(1,551
)
$
3.23
61,640
(61,640
)
$
4.64
-
$
31.54
$
(560
)
$
9.09
20,100
(24,098
)
$
2.16
-
$
19.00
$
(247
)
$
10.25
3,797,858
5,197,075
$
34,725
$
6.68
1,000,000
(804,000
)
804,000
$
10.22
-
$
15.81
$
10,714
$
13.33
(1,003,525
)
$
1.69
-
$
13.73
$
(4,592
)
$
4.58
(10,000
)
74,424
(74,424
)
$
1.69
-
$
36.24
$
(526
)
$
7.06
78,634
(78,634
)
$
3.66
-
$
32.30
$
(1,140
)
$
14.50
4,136,916
4,844,492
$
39,181
$
8.09
Options Outstanding | Options Exercisable | |||||||||||||||||||||||||
Weighted Average | Weighted | |||||||||||||||||||||||||
Exercise Price | Number of | Weighted Average | Exercise Price | Number of | Average Exercise | |||||||||||||||||||||
Per Share | Shares | Contractual Life | Per Share | Shares | Price Per Share | |||||||||||||||||||||
$ | 1.69 | - | 2.34 | 718,283 | 3.5 | $ | 2.22 | 717,248 | $ | 2.22 | ||||||||||||||||
$ | 3.46 | - | 4.88 | 893,651 | 4.0 | $ | 3.84 | 876,382 | $ | 3.82 | ||||||||||||||||
$ | 5.23 | - | 7.79 | 1,226,075 | 6.6 | $ | 7.08 | 924,021 | $ | 7.10 | ||||||||||||||||
$ | 8.01 | - | 11.70 | 1,079,059 | 8.1 | $ | 9.41 | 783,584 | $ | 9.60 | ||||||||||||||||
12.21 | - | 17.30 | 727,535 | 7.7 | $ | 14.33 | 727,535 | $ | 14.33 | |||||||||||||||||
18.44 | - | 21.36 | 105,499 | 3.8 | $ | 19.18 | 105,499 | $ | 19.18 | |||||||||||||||||
28.49 | - | 36.24 | 94,390 | 3.7 | $ | 30.40 | 94,390 | $ | 30.40 | |||||||||||||||||
$ | 1.69 | - | 36.24 | 4,844,492 | 6.0 | $ | 8.09 | 4,228,659 | $ | 8.12 | ||||||||||||||||
Year Ended March 31, | ||||||
2006 | 2005 | 2004 | ||||
Risk-free interest rate
|
3.76% to 4.08% | 3.15% to 3.49% | 1.72% to 3.22% | |||
Expected term
|
4.0 years | 4.0 years | 4.0 years | |||
Volatility
|
63% | 64% | 100% | |||
Dividend yield
|
0% | 0% | 0% |
72
Year Ended March 31, | ||||||||||||
2006 | 2005 | 2004 | ||||||||||
Risk-free interest rate
|
2.42 | 1.28% | 1.02% | |||||||||
Expected life
|
0.8 years | 0.5 years | 0.5 years | |||||||||
Volatility
|
57% | 57% | 100% | |||||||||
Dividend yield
|
0% | 0% | 0% |
8. | Employee Savings and Retirement Plan: |
9. | Related Party Transactions: |
73
10. | Pension Plans: |
Net Period Pension Cost: |
Year Ended March 31, | ||||||||||||
2006 | 2005 | 2004 | ||||||||||
(In thousands) | ||||||||||||
Service cost
|
$ | 837 | $ | 878 | $ | 750 | ||||||
Interest cost on projected benefit obligation
|
1,667 | 1,713 | 1,397 | |||||||||
Expected return on plan assets
|
(1,189 | ) | (1,166 | ) | (762 | ) | ||||||
Recognized actuarial loss
|
54 | 118 | 181 | |||||||||
Net periodic pension expense
|
$ | 1,369 | $ | 1,543 | $ | 1,566 | ||||||
74
Funded Status:
Year Ended March 31,
2006
2005
(In thousands)
$
33,774
$
30,499
837
878
1,667
1,713
173
195
3,453
(96
)
(835
)
(976
)
(2,125
)
1,561
$
36,944
$
33,774
Year Ended March 31,
2006
2005
(In thousands)
$
18,035
$
13,452
4,134
1,553
1,187
1,152
173
195
(440
)
(668
)
(1,346
)
2,351
$
21,743
$
18,035
Year Ended March 31,
2006
2005
(In thousands)
(15,201
)
(15,739
)
3,430
3,128
381
(11,771
)
(12,230
)
(1,805
)
(13,576
)
(12,230
)
1,159
Year Ended March 31,
2006
2005
4.25-5.0%
5.50%
3.9-6.8%
4.0-7.0%
1.0-4.0%
1.0-4.4%
75
Year Ended March 31, | ||||||||
2006 | 2005 | |||||||
(In thousands) | ||||||||
Equity securities
|
$ | 17,796 | $ | 14,348 | ||||
Debt securities
|
3,169 | 3,053 | ||||||
Other
|
778 | 634 | ||||||
$ | 21,743 | $ | 18,035 | |||||
Benefit | ||||
Payments | ||||
Year ended March 31, 2007
|
$ | 869 | ||
Year ended March 31, 2008
|
1,146 | |||
Year ended March 31, 2009
|
1,110 | |||
Year ended March 31, 2010
|
1,181 | |||
Year ended March 31, 2011
|
1,277 | |||
Five fiscal years ended March 31, 2016
|
8,311 | |||
Total benefit payments for the ten fiscal years ended
March 31, 2016
|
$ | 13,894 | ||
76
11.
Income Taxes:
Year Ended March 31,
2006
2005
2004
$
(29,608
)
$
14,829
$
(10,810
)
$
16,591
$
10,952
$
4,737
$
(13,017
)
$
25,781
$
(6,073
)
Year Ended March 31, | ||||||||||||
2006 | 2005 | 2004 | ||||||||||
Statutory federal income tax (benefit) rate
|
(35 | )% | 35 | % | (35 | )% | ||||||
State taxes, net of federal tax benefit
|
(9 | ) | 1 | 2 | ||||||||
Foreign earnings taxed at different rates
|
5 | (3 | ) | 6 | ||||||||
Swiss benefit
|
(6 | ) | | | ||||||||
ETI & Section 199 deduction
|
(2 | ) | | | ||||||||
Credits
|
(4 | ) | (3 | ) | | |||||||
Valuation allowance
|
(3 | ) | 12 | | ||||||||
Permanent items
|
(8 | ) | | | ||||||||
Tax reserves
|
20 | | | |||||||||
True up for prior periods
|
(10 | ) | | | ||||||||
Other
|
(1 | ) | (5 | ) | | |||||||
Effective tax (benefit) rate
|
(53 | )% | 37 | % | (27 | )% | ||||||
77
March 31,
2006
2005
$
6,012
$
6,765
19,279
2,882
25,291
9,647
506
391
24,390
50,621
2,441
2,316
(1,644
)
(1,869
)
$
50,984
$
61,106
(9,383
)
(51,670
)
$
41,601
$
9,436
78
12. | Computation of Net (Loss) Income per Share: |
Year Ended March 31, | |||||||||||||
2006 | 2005 | 2004 | |||||||||||
Basic:
|
|||||||||||||
Weighted-average shares
|
33,636 | 33,093 | 32,434 | ||||||||||
Net (loss) income
|
$ | (6,106 | ) | $ | 16,242 | $ | (4,432 | ) | |||||
Net (loss) income per share
|
$ | (0.18 | ) | $ | 0.49 | $ | (0.14 | ) | |||||
79
Year Ended March 31,
2006
2005
2004
33,636
33,093
32,434
1,992
33,636
35,085
32,434
$
(6,106
)
$
16,242
$
(4,432
)
$
(0.18
)
$
0.46
$
(0.14
)
13. | Segment and Geographic Information: |
Year Ended March 31, | |||||||||||||
2006 | 2005 | 2004 | |||||||||||
North America
|
|||||||||||||
United States
|
$ | 79,230 | $ | 72,300 | $ | 62,061 | |||||||
Europe and the Middle East
|
|||||||||||||
Germany
|
29,258 | 28,821 | 24,631 | ||||||||||
Italy
|
6,247 | 7,220 | 6,954 | ||||||||||
United Kingdom
|
17,285 | 15,947 | 10,111 | ||||||||||
Other
|
30,733 | 33,281 | 29,578 | ||||||||||
Asia Pacific
|
|||||||||||||
Korea
|
30,735 | 49,990 | 14,513 | ||||||||||
China
|
25,014 | 16,800 | 13,565 | ||||||||||
Japan
|
7,338 | 6,711 | 4,782 | ||||||||||
Other
|
13,033 | 13,479 | 9,642 | ||||||||||
Rest of the World
|
12,614 | 12,071 | 11,605 | ||||||||||
Total
|
$ | 251,487 | $ | 256,620 | $ | 187,442 | |||||||
80
Year Ended March 31,
2006
2005
2004
$
191,105
$
195,148
$
139,312
41,493
40,759
33,058
18,889
20,713
15,072
$
251,487
$
256,620
$
187,442
Year Ended March 31, | |||||||||||||
2006 | 2005 | 2004 | |||||||||||
Net revenues:
|
|||||||||||||
Foreign
|
$ | 98,939 | $ | 99,442 | $ | 86,533 | |||||||
Domestic
|
152,548 | 157,178 | 100,909 | ||||||||||
$ | 251,487 | $ | 256,620 | $ | 187,442 | ||||||||
Net income (loss):
|
|||||||||||||
Foreign
|
$ | 11,900 | $ | 6,504 | $ | 3,206 | |||||||
Domestic
|
(18,006 | ) | 9,738 | (7,638 | ) | ||||||||
$ | (6,106 | ) | $ | 16,242 | $ | (4,432 | ) | ||||||
March 31, | ||||||||||
2006 | 2005 | |||||||||
Property, plant and equipment, net:
|
||||||||||
Germany
|
$ | 13,154 | $ | 13,880 | ||||||
Switzerland
|
885 | 1,207 | ||||||||
Domestic
|
21,993 | 8,668 | ||||||||
United Kingdom
|
4,017 | 4,059 | ||||||||
Total property plant and equipment
|
$ | 40,049 | $ | 27,814 | ||||||
81
Fiscal Year Ended March 31, 2006
Three Months Ended
March 31,
December 31,
September 30,
June 30,
2006
2005
2005
2005
(In thousands, except per share amounts)
$
64,425
$
60,336
$
63,385
$
63,341
20,382
18,937
21,231
21,145
14,246
(46,230
)
7,243
7,732
$
30,301
$
(47,090
)
$
5,544
$
5,139
$
0.89
$
(1.40
)
$
0.17
$
0.15
$
0.85
$
(1.40
)
$
0.16
$
0.14
34,015
33,593
33,525
33,416
35,792
33,593
35,758
35,985
Fiscal Year Ended March 31, 2005 |
Three Months Ended | |||||||||||||||||
March 31, | December 31, | September 30, | June 30, | ||||||||||||||
2005 | 2004 | 2004 | 2004 | ||||||||||||||
(In thousands, except per share amounts) | |||||||||||||||||
Net revenues
|
$ | 69,023 | $ | 66,258 | $ | 61,385 | $ | 59,954 | |||||||||
Gross profit
|
23,169 | 20,055 | 19,511 | 17,175 | |||||||||||||
Operating income
|
9,043 | 7,051 | 6,289 | 3,246 | |||||||||||||
Net income
|
$ | 5,789 | $ | 4,749 | $ | 3,841 | $ | 1,863 | |||||||||
Basic net income per share applicable to common stockholder
|
$ | 0.17 | $ | 0.14 | $ | 0.12 | $ | 0.06 | |||||||||
Diluted net income per share applicable to common stockholders
|
$ | 0.16 | $ | 0.14 | $ | 0.11 | $ | 0.05 | |||||||||
Weighted average shares used in per share calculation
|
|||||||||||||||||
Basic
|
33,034 | 33,076 | 33,007 | 32,952 | |||||||||||||
Diluted
|
35,297 | 35,012 | 34,484 | 35,049 |
82
Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
Item 9A. | Controls and Procedures |
83
| deficiencies in the number of accounting personnel trained in applying US GAAP and in reporting financial information in accordance with the requirements of the SEC; | |
| deficiencies in our control over costing and valuation of inventory; | |
| deficiencies in our control over the use of spreadsheets in our operations; | |
| deficiencies in the review of the consolidation process; and | |
| inadequate segregation of duties in the purchasing cycle. |
84
85
86
87
Table of Contents
BDO Seidman, LLP
Table of Contents
Item 9B. | Other Information |
Item 10. | Directors and Executive Officers of the Registrant |
Item 11. | Executive Compensation |
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
Item 13. | Certain Relationships and Related Transactions |
88
Item 14. | Principal Accounting Fees and Services |
Item 15. | Exhibits and Financial Statement Schedules |
(1) Financial Statements |
Report of Independent Registered Public Accounting Firm | |
Report of Independent Registered Public Accounting Firm | |
Consolidated Balance Sheets as of March 31, 2006 and 2005 | |
Consolidated Statement of Operations for the years ended March 31, 2006, 2005 and 2004 | |
Consolidated Statement of Comprehensive Income (Loss) for the years ended March 31, 2006, 2005 and 2004 | |
Consolidated Statement of Stockholders Equity for the years ended March 31, 2006, 2005 and 2004 | |
Consolidated Statements of Cash Flows for the years ended March 31, 2006, 2005 and 2004 | |
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 | |||
3 | .1 | Amended and Restated Certificate of Incorporation of the Registrant, 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 the Registrant (filed on November 14, 2002 as Exhibit 3.2 to the Quarterly Report on Form 10-Q (No. 000-26124) and incorporated herein by reference). | ||
10 | .1* | Second Amended Executive Employment Agreement, dated as of February 1, 2004, by and between IXYS Corporation (IXYS) and Nathan Zommer (filed on June 14, 2004 as Exhibit 10.1 to the Annual Report on Form 10-K (No. 000-26124) and incorporated herein by reference). | ||
10 | .2 | Wafer Foundry Agreement, dated as of June 21, 1995, as amended on March 28, 1996 and March 13, 1998, by and between IXYS and Samsung Electronics Co. (filed on June 29, 1998 as Exhibit 10.3 to Amendment No. 1 the Registration Statement on Form S-4 of Paradigm Technology, Inc. (No. 333-57003) and incorporated herein by reference). | ||
10 | .3 | 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 | .4 | 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). |
89
Exhibit
Title
10
.5*
Indemnity Agreement, dated November 20, 1999, by and
between IXYS and Nathan Zommer (filed on June 28, 2001 as
Exhibit 10.7 to the Annual Report on Form 10-K
(No. 000-26124) and incorporated herein by reference).
10
.6*
Indemnity Agreement, dated November 20, 1999, by and
between IXYS and Arnold Agbayani (filed on June 28, 2001 as
Exhibit 10.8 to the Annual Report on Form 10-K
(No. 000-26124) and incorporated herein by reference).
10
.7*
Indemnity Agreement, dated November 20, 1999, by and
between IXYS and Samuel Kory (filed on June 28, 2001 as
Exhibit 10.10 to the Annual Report on Form 10-K
(No. 000-26124) and incorporated herein by reference).
10
.8*
Indemnity Agreement, dated November 20, 1999, by and
between IXYS and Kevin McDonough (filed on June 28, 2001 as
Exhibit 10.11 to the Annual Report on Form 10-K
(No. 000-26124) and incorporated herein by reference).
10
.9*
Indemnity Agreement, dated November 20, 1999, by and
between IXYS and Peter Ingram (filed on June 28, 2001 as
Exhibit 10.12 to the Annual Report on Form 10-K
(No. 000-26124) and incorporated herein by reference).
10
.10*
Indemnity Agreement, dated August 4, 2000, by and between
IXYS and Donald L. Feucht (filed on June 28, 2001 as
Exhibit 10.13 to the Annual Report on Form 10-K
(No. 000-26124) and incorporated herein by reference).
10
.11*
Indemnity Agreement, dated August 4, 2000, by and between
IXYS and S. Joon Lee (filed on June 28, 2001 as
Exhibit 10.14 to the Annual Report on Form 10-K
(No. 000-26124) and incorporated herein by reference).
10
.12*
Indemnity Agreement, dated December 9, 2004, by and between
IXYS and Kenneth D. Wong (filed on February 11, 2005 as
Exhibit 10.3 to the Quarterly Report on Form 10-Q
(No. 000-26124) and incorporated herein by reference).
10
.13*
Indemnity Agreement, dated December 9, 2004, by and between
IXYS and Uzi Sasson (filed on February 11, 2005 as
Exhibit 10.2 to the Quarterly Report on Form 10-Q
(No. 000-26124) and incorporated herein by reference).
10
.14*
Indemnity Agreement, dated December 9, 2004, by and between
IXYS and Kent P. Loose (filed on February 11, 2005 as
Exhibit 10.1 to the Quarterly Report on Form 10-Q
(No. 000-26124) and incorporated herein by reference).
10
.15*
The Paradigm 1994 Stock Option Plan, as amended (filed on
February 16, 1999 as Exhibit 10.2 to the Quarterly
Report on Form 10-Q (No. 000-26124) and incorporated
herein by reference).
10
.16*
The IXYS 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
.17*
The IXYS 1999 Employee Stock Purchase Plan (filed on
July 8, 1999 as Exhibit 10.11 to the Annual Report on
Form 10-K (No. 000-26124) and incorporated herein by
reference).
10
.18*
The IXYS 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
.19*
Form of Stock Option Agreement for the 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
.20*
Form of Restricted Stock Unit Award Agreement for the 1999
Equity Incentive Plan (filed on May 18, 2006 as
Exhibit 10.2 to the Current Report on Form 8-K
(No. 000-26124) and incorporated herein by reference).
10
.21*
Form of Stock Option Agreement for the 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
.22*
Form of Stock Option Agreement for the 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).
90
Exhibit
Title
10
.23*
Form of Stock Option Agreement for the 1999 Equity Incentive
Plan with net exercise provision.
10
.24*
Form of Stock Option Agreement for the 1999 Equity Incentive
Plan for non-employee directors.
10
.25*
Form of Stock Option Agreement for the 1999 Non-Employee
Directors Equity Incentive Plan with net exercise
provision.
10
.26*
Form of Stock Award Agreement (filed on February 14, 2006
as Exhibit 10.5 to the Quarterly Report on Form 10-Q
(No. 000-26124) and incorporated herein by reference).
10
.27*
Recourse Promissory Note issued to IXYS by Samuel J. Kory,
effective as of August 30, 2002 and executed in April 2002
(filed on August 14, 2002 as Exhibit 10.29 to the
Quarterly Report on Form 10-Q (No. 000-26124) and
incorporated herein by reference).
10
.28*
Stock Pledge Agreement by Samuel J. Kory in favor of IXYS,
effective as of August 30, 2001 and executed in April 2002
(filed on August 14, 2002 as Exhibit 10.30 to the
Quarterly Report on Form 10-Q (No. 000-26124) and
incorporated herein by reference).
10
.29*
Description of elements of compensation of Nathan Zommer and Uzi
Sasson.
10
.30*
Summary of outside director compensation.
21
.1
List of Subsidiaries.
23
.1
Consent of BDO Seidman, LLP.
23
.2
Consent of PricewaterhouseCoopers 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).
* | Management contract or compensation plan or arrangement. |
91
92
IXYS CORPORATION
By:
/s/ Nathan Zommer
Nathan Zommer
Chairman of the Board, President and
Chief Executive Officer
(Principal Executive Officer)
Table of Contents
Exhibit
Title
3
.1
Amended and Restated Certificate of Incorporation of the
Registrant, 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 the Registrant (filed on
November 14, 2002 as Exhibit 3.2 to the Quarterly
Report on Form 10-Q (No. 000-26124) and incorporated
herein by reference).
10
.1*
Second Amended Executive Employment Agreement, dated as of
February 1, 2004, by and between IXYS Corporation
(IXYS) and Nathan Zommer (filed on June 14,
2004 as Exhibit 10.1 to the Annual Report on Form 10-K
(No. 000-26124) and incorporated herein by reference).
10
.2
Wafer Foundry Agreement, dated as of June 21, 1995, as
amended on March 28, 1996 and March 13, 1998, by and
between IXYS and Samsung Electronics Co. (filed on June 29,
1998 as Exhibit 10.3 to Amendment No. 1 the
Registration Statement on Form S-4 of Paradigm Technology,
Inc. (No. 333-57003) and incorporated herein by reference).
10
.3
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
.4
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
.5*
Indemnity Agreement, dated November 20, 1999, by and
between IXYS and Nathan Zommer (filed on June 28, 2001 as
Exhibit 10.7 to the Annual Report on Form 10-K
(No. 000-26124) and incorporated herein by reference).
10
.6*
Indemnity Agreement, dated November 20, 1999, by and
between IXYS and Arnold Agbayani (filed on June 28, 2001 as
Exhibit 10.8 to the Annual Report on Form 10-K
(No. 000-26124) and incorporated herein by reference).
10
.7*
Indemnity Agreement, dated November 20, 1999, by and
between IXYS and Samuel Kory (filed on June 28, 2001 as
Exhibit 10.10 to the Annual Report on Form 10-K
(No. 000-26124) and incorporated herein by reference).
10
.8*
Indemnity Agreement, dated November 20, 1999, by and
between IXYS and Kevin McDonough (filed on June 28, 2001 as
Exhibit 10.11 to the Annual Report on Form 10-K
(No. 000-26124) and incorporated herein by reference).
10
.9*
Indemnity Agreement, dated November 20, 1999, by and
between IXYS and Peter Ingram (filed on June 28, 2001 as
Exhibit 10.12 to the Annual Report on Form 10-K
(No. 000-26124) and incorporated herein by reference).
10
.10*
Indemnity Agreement, dated August 4, 2000, by and between
IXYS and Donald L. Feucht (filed on June 28, 2001 as
Exhibit 10.13 to the Annual Report on Form 10-K
(No. 000-26124) and incorporated herein by reference).
10
.11*
Indemnity Agreement, dated August 4, 2000, by and between
IXYS and S. Joon Lee (filed on June 28, 2001 as
Exhibit 10.14 to the Annual Report on Form 10-K
(No. 000-26124) and incorporated herein by reference).
10
.12*
Indemnity Agreement, dated December 9, 2004, by and between
IXYS and Kenneth D. Wong (filed on February 11, 2005 as
Exhibit 10.3 to the Quarterly Report on Form 10-Q
(No. 000-26124) and incorporated herein by reference).
10
.13*
Indemnity Agreement, dated December 9, 2004, by and between
IXYS and Uzi Sasson (filed on February 11, 2005 as
Exhibit 10.2 to the Quarterly Report on Form 10-Q
(No. 000-26124) and incorporated herein by reference).
10
.14*
Indemnity Agreement, dated December 9, 2004, by and between
IXYS and Kent P. Loose (filed on February 11, 2005 as
Exhibit 10.1 to the Quarterly Report on Form 10-Q
(No. 000-26124) and incorporated herein by reference).
10
.15*
The Paradigm 1994 Stock Option Plan, as amended (filed on
February 16, 1999 as Exhibit 10.2 to the Quarterly
Report on Form 10-Q (No. 000-26124) and incorporated
herein by reference).
Table of Contents
Exhibit
Title
10
.16*
The IXYS 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
.17*
The IXYS 1999 Employee Stock Purchase Plan (filed on
July 8, 1999 as Exhibit 10.11 to the Annual Report on
Form 10-K (No. 000-26124) and incorporated herein by
reference).
10
.18*
The IXYS 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
.19*
Form of Stock Option Agreement for the 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
.20*
Form of Restricted Stock Unit Award Agreement for the 1999
Equity Incentive Plan (filed on May 18, 2006 as
Exhibit 10.2 to the Current Report on Form 8-K
(No. 000-26124) and incorporated herein by reference).
10
.21*
Form of Stock Option Agreement for the 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
.22*
Form of Stock Option Agreement for the 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
.23*
Form of Stock Option Agreement for the 1999 Equity Incentive
Plan with net exercise provision.
10
.24*
Form of Stock Option Agreement for the 1999 Equity Incentive
Plan for non-employee directors.
10
.25*
Form of Stock Option Agreement for the 1999 Non-Employee
Directors Equity Incentive Plan with net exercise
provision.
10
.26*
Form of Stock Award Agreement (filed on February 14, 2006
as Exhibit 10.5 to the Quarterly Report on Form 10-Q
(No. 000-26124) and incorporated herein by reference).
10
.27*
Recourse Promissory Note issued to IXYS by Samuel J. Kory,
effective as of August 30, 2002 and executed in April 2002
(filed on August 14, 2002 as Exhibit 10.29 to the
Quarterly Report on Form 10-Q (No. 000-26124) and
incorporated herein by reference).
10
.28*
Stock Pledge Agreement by Samuel J. Kory in favor of IXYS,
effective as of August 30, 2001 and executed in April 2002
(filed on August 14, 2002 as Exhibit 10.30 to the
Quarterly Report on Form 10-Q (No. 000-26124) and
incorporated herein by reference).
10
.29*
Description of elements of compensation of Nathan Zommer and Uzi
Sasson.
10
.30*
Summary of outside director compensation.
21
.1
List of Subsidiaries.
23
.1
Consent of BDO Seidman, LLP.
23
.2
Consent of PricewaterhouseCoopers 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).
*
Management contract or compensation plan or arrangement.
Optionholder:
|
|||
Date of Grant:
|
|||
Vesting Commencement Date:
|
|||
Number of Shares Subject to Option:
|
|||
Exercise Price (Per Share):
|
|||
Total Exercise Price:
|
|||
Expiration Date:
1
|
Type of Grant:
|
¨ Incentive Stock Option 2 | ¨ Nonstatutory Stock Option | ||
|
||||
Exercise Schedule : | Same as Vesting Schedule, | |||
|
||||
Vesting Schedule : |
.
|
|||
|
||||
Payment: | By one or a combination of the following items (described in Section 3 of the Stock Option Agreement): | |||
|
||||
¨ By cash or check; | ||||
¨ At the discretion of the Company, pursuant to a Regulation T Program if the Shares are publicly traded; | ||||
¨ At the discretion of the Company, through a net exercise; | ||||
¨ At the discretion of the Company, by delivery of already-owned shares if the Shares are publicly traded. |
Other Agreements:
|
||
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Ixys Corporation | Optionholder: | |||||
By:
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Signature | Signature | |||||
Title:
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Date: | |||||
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Date:
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1 | Subject to earlier termination as provided in Section 6 of the Option Agreement. | |
2 | If this is an Incentive Stock Option, it (plus other outstanding Incentive Stock Options) cannot be first exercisable for more than $100,000 in value (measured by exercise price) in any calendar year. Any excess over $100,000 is a Nonstatutory Stock Option. |
Optionholder:
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Date of Grant:
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Vesting Commencement Date:
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Number of Shares Subject to Option:
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Exercise Price (Per Share):
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Total Exercise Price:
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Expiration Date:
1
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Type of Grant:
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Nonstatutory Stock Option | |
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Exercise Schedule
:
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Same as Vesting Schedule, | |
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Vesting Schedule
:
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.
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In addition, the Option is subject to vesting acceleration as provided in Section 1(b) of the Stock Option Agreement. | |
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Payment:
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By one or a combination of the following items (described in Section 3 of the Stock Option Agreement): | |
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¨ By cash or check; | |
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¨ At the discretion of the Company, pursuant to a Regulation T Program if the Shares are publicly traded; | |
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¨ At the discretion of the Company, through a net exercise; | |
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¨ At the discretion of the Company, by delivery of already-owned shares if the Shares are publicly traded. |
Other Agreements:
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Ixys Corporation | Optionholder: | |||||
By:
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Signature | Signature | |||||
Title:
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Date: | |||||
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Date:
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1 | Subject to earlier termination as provided in Section 6 of the Option Agreement. |
Optionholder:
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Date of Grant:
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Vesting Commencement Date:
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Number of Shares Subject to Option:
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Exercise Price (Per Share):
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Total Exercise Price:
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Expiration Date:
1
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Type of Grant:
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¨ Nonstatutory Stock Option | |
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Exercise Schedule
:
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Same as Vesting Schedule, | |
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Vesting Schedule
:
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Payment:
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By one or a combination of the following items (described in the Stock Option Agreement): | |
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¨ By cash or check; | |
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¨ At the discretion of the Company, pursuant to a Regulation T Program if the Shares are publicly traded; | |
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¨ At the discretion of the Company, through a net exercise as described in Section 3 of the Option Agreement; | |
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¨ At the discretion of the Company, by delivery of already-owned shares if the Shares are publicly traded. |
Other Agreements:
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Ixys Corporation | Optionholder: | |||||
By:
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Signature | Signature | |||||
Title:
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Date: | |||||
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Date:
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1 | Subject to earlier termination as provided in Section 6 of the Option Agreement. |
Annual Retainer for each Director
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$ | 20,000 | ||
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Additional Annual Retainer for the Chairman of the
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Audit Committee
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$ | 7,500 | ||
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Compensation Committee
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$ | 4,000 | ||
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Nominating Committee
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$ | 4,000 | ||
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Directors Fee for each Board of Directors meeting
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$ | 1,000 | ||
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Directors Fee for each Committee meeting
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$ | 600 |
Jurisdiction Of
Name
Organization
Canada
Delaware
Delaware
Delaware
France
Massachusetts
Delaware
California
Belgium
Delaware
Delaware
Delaware
Taiwan
Germany
Delaware
Netherlands
Mexico
Colorado
Germany
Cayman Islands B.W.I.
Switzerland
United Kingdom
South Korea
Netherlands
Germany
United Kingdom
Germany
Delaware
California
United Kingdom
California
United Kingdom
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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; | ||
(c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
(d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
/s/ Nathan Zommer | ||||
Nathan Zommer, Chairman of the Board, | ||||
President and Chief Executive Officer | ||||
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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; | ||
(c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
(d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
/s/ Uzi Sasson | ||||
Uzi Sasson, Vice President of Finance | ||||
and Chief Financial Officer |
/s/ Nathan Zommer
|
/s/ Uzi Sasson | |
|
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Nathan Zommer
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Uzi Sasson | |
Chairman of the Board, President
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Vice President of Finance and Chief | |
and Chief Executive Officer
|
Financial Officer |