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Diodes Incorporated Reports Record Third Quarter Results

Nov 1, 2006
                  * Record revenues of $92.6 million, up 71%

             * Record pro forma earnings of $14.2 million, up 69%

WESTLAKE VILLAGE, Calif., Nov. 1 /PRNewswire-FirstCall/ -- Diodes Incorporated (Nasdaq: DIOD), a leading manufacturer and supplier of high-quality discrete and analog semiconductors, today reported record financial results for the third quarter ending September 30, 2006.

    Third Quarter Highlights:
    *  Revenues increased 70.8% YOY and 11.9% sequentially to a record
       $92.6 million
    *  Gross profit increased 62.6% YOY and 11.9% sequentially to
       $30.7 million
    *  Pro forma net income increased 69.1% YOY to a record $14.2 million, or
       $0.49 per fully diluted share, up from $8.4 million, or $0.34 per
       share, in the third quarter of 2005, and $0.45 in the second quarter of
       2006
    *  Net income on a GAAP basis increased 12.2% sequentially to
       $12.8 million, or $0.45 per fully diluted share, up from $11.4 million
       or $0.41 per share in the second quarter of 2006
    *  YTD cash flow from operations increased 23.2% to $46.0 million

Revenues for the third quarter of 2006 increased 70.8% year-over-year and 11.9% sequentially to a record $92.6 million. Pro forma net income increased 69.1% year-over-year to a record $14.2 million, or $0.49 per fully diluted share, up from $8.4 million, or $0.34 per share, in the third quarter of 2005, and $0.45 in the second quarter of 2006. Pro forma results are included because under FAS 123(R), the Company began expensing stock options in the first quarter of 2006, and therefore, equivalent stock option expense was not reflected in the 2005 periods. Pro forma net income and earnings per share exclude approximately $1.6 million in non-cash, net stock option expense (see table for a reconciliation of the impact of pro forma net income to GAAP net income). Net income on a GAAP basis increased 12.2% sequentially to $12.8 million, or $0.45 per fully diluted share, compared to $11.4 million, or $0.41 per share, in the second quarter of 2006.

Commenting on the quarter, Dr. Keh-Shew Lu, President and CEO of Diodes Incorporated, said: "During the third quarter Diodes' sales and net income reached new highs, as we leveraged our innovative products, efficient manufacturing, and intense customer focus to gain market share in the discrete market and expand into adjacent segments. The planned acquisition of APD Semiconductor announced last week will provide Diodes with access to advanced technologies in the discrete semiconductor market and will allow us to offer another superior product line in respect to both cost and performance. In addition, our convertible bond issue is expected to be accretive to earnings and provides us with tremendous flexibility to pursue corporate growth initiatives, including acquisitions, to accelerate our profitable growth."

On October 5, the Company issued $230 million in aggregate principal convertible senior notes due on October 1, 2026. The notes will pay interest semiannually at a rate of 2.25% per annum, with a 39.68% conversion premium, and with any conversion premium redeemable into cash and/or shares of common stock at the Company's preference. At current market rates, the pre-tax net investment interest income on the proceeds of the bond offering is projected to be approximately $5.0 to $5.5 million per year. The Company expects this transaction to be accretive to earnings per share given the current short-term interest environment and intends to use the net proceeds from this offering for working capital and other general corporate purposes, including acquisitions.

For the first nine months of 2006, revenues increased 62.2% to $248.9 million, compared to $153.4 million in the same period last year. Net income for the first nine months of 2006 was $33.5 million, or $1.19 per fully diluted share. Pro forma net income for the first nine months of 2006, which excludes $4.3 million of net stock option expense, increased 62.1% to $37.8 million, compared to $23.3 million in the same period in 2005. Pro forma fully diluted earnings per share grew to $1.32 for the first nine months of 2006, compared to $0.96, for the same period last year.

End-Markets

"Our strong third quarter top-line growth was driven by better than expected sales in the consumer electronics segment as well as customer acceptance of our analog product line. We are extremely pleased with our progress on the Anachip acquisition and the resulting attractive cross selling opportunities and new product development initiatives combining analog and discrete circuits. Our discrete market share rose to an all time high during the quarter, driven by a broad range of end equipment categories, including digital audio players, set-top boxes, LCD monitors, notebooks and wireless LAN. For the third quarter of 2006, consumer electronics and computer made up 37% and 35% of total sales respectively, with telecom contributing 13%," commented Mark King, Sr. Vice President of Sales and Marketing.

"Asia contributed 73% of our third quarter sales, with the help of better than expected sales in the computer and consumer segments as well as robust growth in our analog product line. North American accounted for 24% of sales driven by strong OEM demand, with distributor point of sale again reaching a record high. Sales in Europe slowed sequentially as a result of the summer holiday, contributing 3% of total sales, but were up 105% from the third quarter of 2005 as we continued to make progress with new design wins and expanded customer relationships," said Mr. King. "We experienced market share gains in all regions during the third quarter for our discrete products, and in Asia, we reached another all-time high in market share."

Design Wins and New Products

"Design activity remained brisk in the third quarter with multiple wins at over 50 customers. There is strong interest in our analog designs from our traditional accounts as well as important discrete wins at original Anachip customers," Mr. King commented. "Demand for Diodes' switchers, LDO's and hall sensors was robust with wins coming from a broad list of end equipment, including digital audio players, mobile phones and set-top boxes. On the discrete side we experienced strong interest on our DFN, PowerDI and array platforms for portable media devices, power converters and LCD monitors."

Diodes recently launched the AH180, a new generation of low-voltage Hall Sensor switch designed to meet the two critical factors of today's demanding requirements of device manufacturers: time to market and solution cost. Its size, together with the exceptional power consumption performance, allow the AH180 to easily fit a wide range of applications in the portable consumer electronics and computer devices, such as razor-thin multimedia 3G wireless handsets, and positions the Company in some of the fastest growing end-user markets.

Sales of new products reached a record 29.7% of total sales, compared to 14.1% a year ago, and 24.9% last quarter, and this growth includes the contribution of the Anachip acquisition. New product revenue was driven by products in sub-miniature array, QFN, PowerDI123, PowerDI5, and Schottky platforms on the discrete side, as well as the analog product lines. Diodes released 35 products covering nine product families in the third quarter.

Additional Financial Highlights

Gross profit for the third quarter of 2006 increased 62.6% to $30.7 million, or 33.2% of revenue, compared to the same period last year. This increase in gross profit was helped by improved product mix and increased sales volume. Due to strong product demand for discrete devices and high capacity utilization during the quarter, our migration of analog production to our highly productive in-house packaging facility was not as brisk as expected in the quarter.

For the quarter, SG&A expenses were $11.8 million or 12.8% of revenue, versus $7.6 million, or 14.0% of revenue, in the comparable quarter last year. Included in third quarter SG&A expenses were $1.6 million in non-cash, stock option expense. For comparable purposes, excluding the stock option expense, SG&A for the third quarter of 2006 would have been 11.3% of sales (see table for a reconciliation of the impact of stock option expense to reported results).

Operating income for the third quarter increased 63.1% to a record $16.9 million, or 18.3% of sales, compared to $10.4 million for the third quarter of 2005. Sequentially, operating margins improved 180 basis points over the second quarter 2006 driven by increased sales volume as well as operating synergies from the Anachip combination.

In the quarter ended September 30, 2006, a one-time adjustment to correct prior year accounting for share-grants and intercompany currency losses had a tax-adjusted reduction to net income of approximately $0.6 million, equivalent to $0.02 per share.

Investment in research and development grew to $1.9 million, or 2.1% of revenue, compared to $0.94 million, or 1.7% of sales, in the third quarter of 2005.

Capital expenditures for the current quarter were $4.9 million and $32.4 million year to date. Depreciation expense for the quarter was $4.4 million and $14.1 million year to date.

At quarter-end, Diodes had $109 million in total cash and short-term investments (not including the $224 million proceeds from the bond offering), $159.3 million in working capital, $5.7 million in long-term debt and unused and available credit facilities of $50 million. For the first nine months of 2006, shareholder equity increased 23% to $277.0 million.

Business Outlook

"Coming off our 6th consecutive quarter of record revenue performance, including our 11.9% sequential growth this quarter, and with a book-to-bill ratio at parity, we currently expect to see sequential revenue growth in the 1 to 3% range, with comparable gross margins, for the fourth quarter of 2006. Over the next few quarters, as we continue to introduce new discrete and analog products and internalize packaging of our analog products, we expect to see gradual expansion in our gross margins," stated Dr. Lu. "We are very pleased with our progress to-date in executing against our strategic objectives and we are excited about the opportunities ahead for profitable growth through customer-focused innovation".

Conference Call

Diodes Incorporated will hold its third quarter conference call for all interested persons at 2 p.m. Pacific Time (5 p.m. Eastern Time) on November 1st, 2006 to discuss its results. This conference call will be broadcast live over the Internet and can be accessed by all interested parties on the investor section of Diodes' website at www.diodes.com. To listen to the live call, please go to the Investor section of Diodes website and click on the Conference Call link at least fifteen minutes prior to the start of the call to register, download, and install any necessary audio software. For those unable to participate during the live broadcast, a replay will be available shortly after the call on Diodes website for 60 days.

About Diodes Incorporated

Diodes Incorporated (Nasdaq: DIOD) is a leading manufacturer and supplier of high-quality discrete and analog semiconductor products, primarily to the communications, computing, industrial, consumer electronics and automotive markets. The Company's corporate sales, marketing, engineering and logistics headquarters is located in Southern California, with two manufacturing facilities in Shanghai, China, a wafer fabrication plant in Kansas City, Missouri, engineering, sales, warehouse and logistics offices in Taipei, Taiwan and Hong Kong, and sales and support offices throughout the world. Diodes, Inc. recently acquired Anachip Corporation, a fabless analog IC company in Hsinchu Science Park, Taiwan.

Diodes, Inc.'s product focus is on subminiature surface-mount discrete devices, analog power management ICs and Hall-effect sensors all of which are widely used in end-user equipment such as TV/Satellite set top boxes, portable DVD players, datacom devices, ADSL modems, power supplies, medical devices, wireless notebooks, flat panel displays, digital cameras, mobile handsets, DC to DC conversion, Wireless 802.11 LAN access points, brushless DC motor fans, and automotive applications. For further information, including SEC filings, visit the Company's website at http://www.diodes.com.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995: Any statements set forth above that are not historical facts are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Potential risks and uncertainties include, but are not limited to, such factors as the integration of ADP within Diodes existing operations, the Company's ability to successfully make additional acquisitions, fluctuations in product demand, the introduction of new products, the Company's ability to maintain customer and vendor relationships, technological advancements, impact of competitive products and pricing, growth in targeted markets, successful integration of acquired companies and/or assets, risks of foreign operations, availability of tax credits, and other information detailed from time to time in the Company's filings with the United States Securities and Exchange Commission.

    CONTACT:
    Carl Wertz, Chief Financial Officer, Diodes Incorporated
    (805) 446-4800
    e-mail:  carl_wertz@diodes.com
    or
    Crocker Coulson, President, CCG Investor Relations,
    (310) 231-8600, Ext. 103,
    e-mail: crocker.coulson@ccgir.com

Recent news releases, annual reports, and SEC filings are available at the Company's website: http://www.diodes.com. Written requests may be sent directly to the Company, or they may be e-mailed to: diodes-fin@diodes.com.



      CONSOLIDATED CONDENSED INCOME STATEMENT and BALANCE SHEET FOLLOWS

                     DIODES INCORPORATED AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                                 (Unaudited)

                            Three Months Ended         Nine Months Ended
                              September 30,              September 30,
                            2005         2006          2005          2006

    Net sales            $54,200,000  $92,575,000  $153,398,000  $248,876,000
    Cost of goods
     sold (1)             35,323,000   61,879,000   100,428,000   166,532,000

         Gross profit     18,877,000   30,696,000    52,970,000    82,344,000

    Selling and general
     administrative
     expenses (2)          7,581,000   11,825,000    21,469,000    34,824,000
    Research and
     development
     expenses (3)            938,000    1,941,000     2,688,000     5,985,000
    Loss (gain) on
     disposal of fixed
     assets                       --       32,000      (105,000)      152,000
        Total operating
         expenses          8,519,000   13,798,000    24,052,000    40,961,000


        Income from
         operations       10,358,000   16,898,000    28,918,000    41,383,000

    Other income
     (expense)
        Interest income       23,000    1,069,000        66,000     2,807,000
        Interest expense    (188,000)     (89,000)     (465,000)     (363,000)
        Other                116,000   (1,563,000)       95,000    (1,758,000)
                             (49,000)    (583,000)     (304,000)      686,000

    Income before income
     taxes and minority
     interest             10,309,000   16,315,000    28,614,000    42,069,000
    Income tax
     provision (4)        (1,621,000)  (3,212,000)   (4,523,000)   (7,778,000)

    Income before
     minority interest     8,688,000   13,103,000    24,091,000    34,291,000

    Minority interest in
     joint venture
     earnings               (305,000)    (333,000)     (802,000)     (824,000)

    Net income            $8,383,000  $12,770,000   $23,289,000   $33,467,000

    Earnings per share
         Basic                 $0.38        $0.50         $1.08         $1.31
         Diluted               $0.34        $0.45         $0.96         $1.19

    Number of shares
     used in computation
         Basic            22,010,235   25,686,913    21,658,863    25,520,156
         Diluted (5)      24,731,514   28,152,592    24,344,795    28,055,154



                     DIODES INCORPORATED AND SUBSIDIARIES
      CONSOLIDATED RECONCILIATION OF NET INCOME TO PRO FORMA NET INCOME

Pro forma consolidated statements of income are presented because we use it as an additional measure of our operating performance. Pro forma net income and pro forma net income per share should not be considered as alternatives to net income, earnings per share or other measures of consolidated operations and cash flow data prepared in accordance with accounting principles generally accepted in the United States of America, as indicators of our operating performance, or as alternatives to cash flow as a measure of liquidity. Pro forma consolidated statements of income are intended to present our operating results, excluding items described below, for the periods presented.



    Pro forma net income      Three Months Ended        Nine Months Ended
    and earnings per share
    reconciliation               September 30,            September 30,
                               2005        2006         2005         2006

    GAAP net income         $8,383,000  $12,770,000  $23,289,000  $33,467,000
    Pro forma adjustments:
      Stock option expense
       included in cost of
       goods sold:                  --      133,000           --      399,000
      Stock option expense
       included in selling
       and general
       administrative
       expenses:                    --    1,355,000           --    4,112,000
      Stock option expense
       included in
       research and
       development
       expenses:                    --      146,000           --      439,000

        Total stock option
         expense                    --    1,634,000           --    4,950,000

      Income tax benefit
       related to stock
       option expense               --      228,000           --      661,000

    Pro forma net income    $8,383,000  $14,176,000  $23,289,000  $37,756,000

         Diluted shares
          used in computing
          Pro forma
          earnings per
          share             24,731,514   28,152,592   24,344,795   28,055,154
         Incremental shares
          considered to be
          outstanding:              --      499,355           --      497,651
         Adjusted diluted
          shares used in
          computing
            Pro forma
             earnings per
             share          24,731,514   28,651,947   24,344,795   28,552,805

    Pro forma earnings per
     share
         Basic                   $0.38        $0.55        $1.08        $1.48
         Diluted                 $0.34        $0.49        $0.96        $1.32



    1) For the quarter and nine months ended September 30, 2006, includes
    $133,000 and $399,000 of stock option expense, respectively.

    2) For the quarter and nine months ended September 30, 2006, includes
    $1,355,000 and $4,112,000 of stock option expense, respectively.

    3) For the quarter and nine months ended September 30, 2006, includes
    $146,000 and $439,000 of stock option expense, respectively.

    4) For the quarter and nine months ended September 30, 2006, includes
    $228,000 and $661,000 of income tax benefit related to stock option
    expense, respectively.

    5) For the quarter and nine months ended September 30, 2006, 499,355 and
    497,651 incremental shares are considered to be outstanding under FAS123R,
    respectively.



                     DIODES INCORPORATED AND SUBSIDIARIES
             CONSOLIDATED RECONCILIATION OF NET INCOME TO EBITDA

EBITDA represents earnings before net interest expense, income tax provision, depreciation and amortization. Our management believes EBITDA is useful to investors because it is frequently used by securities analysts, investors and other interested parties in evaluating companies in our industry. In addition, our management believes that EBITDA is useful in evaluating our operating performance compared to that of other companies in our industry because the calculation of EBITDA generally eliminates the effects of financing and income taxes and the accounting effects of capital spending, which items may vary for different companies for reasons unrelated to overall operating performance. As a result, our management uses EBITDA as a measure to evaluate the performance of our business. However, EBITDA is not a recognized measurement under generally accepted accounting principles, or GAAP, and when analyzing our operating performance, investors should use EBITDA in addition to, and not as an alternative for, income from operations and net income, each as determined in accordance with GAAP. Because not all companies use identical calculations, our presentation of EBITDA may not be comparable to similarly titled measures of other companies. Furthermore, EBITDA is not intended to be a measure of free cash flow for our management's discretionary use, as it does not consider certain cash requirements such as a tax and debt service payments.



    The following table provides a reconciliation of Net Income to EBITDA:

                                                        Three Months Ended
                                                           September 30,
    (in thousands)                                    2005              2006

    Net Income                                      $8,383           $12,770
    Plus:
       Interest expense, net                           165              (980)
       Income tax provision                          1,508             3,212
       Depreciation and amortization                 4,074             4,383

       EBITDA                                      $14,130           $19,385


                                                        Nine Months Ended
                                                           September 30,
    (in thousands)                                    2005              2006

    Net Income                                     $23,288           $33,467
    Plus:
       Interest expense, net                           399            (2,445)
       Income tax provision                          4,523             7,778
       Depreciation and amortization                11,887            14,053

       EBITDA                                      $40,097           $52,853



                     DIODES INCORPORATED AND SUBSIDIARIES
                     CONSOLIDATED CONDENSED BALANCE SHEET
                                 (Unaudited)

                                    ASSETS

                                              December 31,     September 30,
                                                  2005              2006
    CURRENT ASSETS                                              (unaudited)

        Cash and cash equivalents              $73,288,000       $53,157,000
        Short-term investments                  40,348,000        56,139,000
                Total cash and short-term
                 investments                   113,636,000       109,296,000

        Accounts receivable
                Customers                       48,348,000        70,049,000
                Related parties                  6,804,000         5,554,000
                                                55,152,000        75,603,000
                Less: Allowance for
                 doubtful receivables             (534,000)         (675,000)
                                                54,618,000        74,928,000

        Inventories                             24,611,000        45,767,000
        Deferred income taxes, current           2,541,000         2,565,000
        Prepaid expenses and other
         current assets                          5,326,000         6,663,000
        Prepaid income taxes                            --           441,000

              Total current assets             200,732,000       239,660,000


    PROPERTY, PLANT AND EQUIPMENT, at
     cost, net of accumulated
     depreciation and amortization              68,930,000        89,168,000

    DEFERRED INCOME TAXES, non current           8,466,000        11,043,000

    OTHER ASSETS
        Equity investment                        5,872,000                --
        Goodwill                                 5,090,000        24,093,000
        Other                                      425,000         2,906,000

    TOTAL ASSETS                              $289,515,000      $366,870,000



                     DIODES INCORPORATED AND SUBSIDIARIES
                     CONSOLIDATED CONDENSED BALANCE SHEET
                                 (Unaudited)

                     LIABILITIES AND STOCKHOLDERS' EQUITY

                                              December 31,       September 30,
                                                  2005               2006
                                                                  (unaudited)

    CURRENT LIABILITIES
        Line of credit                          $3,000,000                $--
        Accounts payable
            Trade                               18,619,000         37,250,000
            Related parties                      7,921,000         13,215,000
        Accrued liabilities                     19,782,000         27,756,000

        Long-term debt, current portion          4,621,000          1,954,000
        Capital lease obligations,
         current portion                           138,000            141,000

              Total current liabilities         54,081,000         80,316,000

    LONG-TERM DEBT, net of current
     portion                                     4,865,000          3,709,000

    CAPITAL LEASE OBLIGATIONS, net of
     current portion                             1,618,000          1,508,000

    MINORITY INTEREST IN JOINT VENTURE           3,477,000          4,321,000

              Total liabilities                 64,041,000         89,854,000

    STOCKHOLDERS' EQUITY
        Preferred stock - par value
         $1.00 per share; 1,000,000 shares
         authorized; no shares issued and
         outstanding
        Common stock - par value $0.66
         2/3 per share; 70,000,000 shares
         authorized; 25,258,119
         and 25,930,914 shares issued at
         December 31, 2005 and September 30,
         2006, respectively                     16,839,000         17,355,000
        Additional paid-in capital              94,664,000        111,357,000
        Retained earnings                      114,659,000        148,126,000
        Less:                                  226,162,000        276,838,000
            Accumulated other
             comprehensive gain (loss)            (688,000)           178,000

              Total stockholders' equity       225,474,000        277,016,000

    TOTAL LIABILITIES AND STOCKHOLDERS'
     EQUITY                                    289,515,000        366,870,000

SOURCE  Diodes Incorporated
    -0-                             11/01/2006
    /CONTACT:  Carl Wertz, Chief Financial Officer of Diodes Incorporated,
+1-805-446-4800, carl_wertz@diodes.com; or Crocker Coulson, President of CCG
Investor Relations, +1-310-231-8600, ext. 103, crocker.coulson@ccgir.com, for
Diodes Incorporated/
    /Web site:  http://www.diodes.com /
    (DIOD)

CO:  Diodes Incorporated
ST:  California
IN:  CPR SEM
SU:  ERN ERP CCA

MH-KA
-- LAW165 --
4093 11/01/2006 16:00 EST http://www.prnewswire.com