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Diodes Incorporated Reports Second Quarter 2008 Financial Results

Aug 7, 2008

Achieves Record Revenue and Record Gross Profit

DALLAS--(BUSINESS WIRE)--Aug. 7, 2008--Diodes Incorporated (NASDAQ:DIOD), a leading global manufacturer and supplier of high-quality application specific standard products within the broad discrete and analog semiconductor markets, today reported financial results for the second quarter ended June 30, 2008. Diodes' second quarter financials include one month of financial results from Zetex plc following the successful June completion of the acquisition.

    Financial and Business Highlights:

    --  Revenue increased 20.5 percent over the prior year period and
        21.4 percent sequentially to a record $116.0 million;

    --  Gross profit increased 29.1 percent over the same period last
        year and 24.1 percent sequentially to $39.6 million;

    --  Gross margin increased 220 basis points over the prior year
        period and 70 basis points sequentially to 34.1 percent;

    --  Achieved adjusted net income of $15.0 million, or $0.35 per
        share; and

    --  Completed the acquisition of Zetex.

Revenue for the second quarter of 2008 increased 20.5 percent to $116.0 million as compared to $96.3 million reported in the second quarter of 2007, and increased 21.4 percent when compared to $95.6 million reported in the first quarter of 2008.

Gross profit for the second quarter of 2008 increased 29.1 percent to $39.6 million, or 34.1 percent of revenue, compared to $30.7 million, or 31.9 percent of revenue, in the prior year quarter and $31.9 million, or 33.4 percent of revenue, in the first quarter of 2008.

Commenting on the quarter, Dr. Keh-Shew Lu, President and CEO of Diodes Incorporated, said, "I am pleased to report strong quarterly financial results, including record revenue at the high end of our guidance and a 24 percent sequential increase in gross profit. The growth achieved in the quarter resulted from strength in our core business, particularly in Asia, combined with the one-month contribution from the Zetex acquisition. We achieved these results despite the continued weakening of the global economic environment and are confident in our ability to achieve growth rates that consistently exceed those of the industry."

Dr. Lu further commented, "In terms of the acquisition, our integration efforts are well underway with significant progress made in aligning and integrating the sales and distribution channels across all geographies. Zetex was accretive on an operational basis in the month of June, and we are well positioned to accelerate our growth through the extensive synergies and cross-selling opportunities of the combined companies, while capitalizing on the cost savings and operational benefits."

Second quarter net income, which included a one-time, $1.5 million non-cash currency hedge loss related to the Zetex acquisition, was $13.1 million, or $0.31 per diluted share, compared to $12.2 million, or $0.29 per share, in the second quarter of 2007 and $14.2 million, or $0.33 per share, in the first quarter of 2008.

Adjusted net income for the second quarter of 2008, which excluded $1.2 million of SFAS 123R stock option expenses and the one-time non-cash currency hedge loss, was $15.0 million, or $0.35 per diluted share.

As of June 30, 2008, Diodes had approximately $86.1 million in cash, $294.7 million in long-term investments, $196.7 million in working capital, $400 million in long-term debt (including the convertible notes) and unused and available credit facilities of $49.5 million.

Business Outlook

Dr. Lu concluded, "As we look to the third quarter of 2008, we expect revenue to increase to between $134 million and $142 million. Included in the total revenue guidance is the expectation of approximately $27 million to $33 million of revenue associated with the Zetex acquisition. Additionally, we expect the overall gross profit to grow 13 percent to 20 percent from the second quarter. Because of the one-month contribution of the acquisition of Zetex in the second quarter, we are providing more detailed guidance for the third quarter only. Future guidance will not include the same amount of detail or a breakout of the Zetex results, since Zetex's operations will become an integrated part of our business."

The Company is in the process of obtaining third-party valuations per SFAS 141 for many of the assets and liabilities acquired. Therefore, the fair market value adjustments and corresponding depreciation and amortization are not being provided in this guidance. The adjustments to fair market value and corresponding depreciation and amortization may include, but are not limited to, valuations of inventories and property, plant and equipment, as well as valuation models for identifiable intangible assets.

When the purchase price valuation is complete the Company may revise its third quarter guidance to include the fair market value adjustments and corresponding depreciation and amortization charges to the financial statements. These purchase accounting rules should have no impact to the Company's ongoing free cash flow but will affect U.S. GAAP gross margins and net income in future periods.

The following table provides the details of the third-quarter GAAP guidance excluding the purchase price valuation impact:


----------------------------------------------------------------------
Revenue growth                      15% to 22%
----------------------------------------------------------------------
Gross profit growth                 13% to 20%
----------------------------------------------------------------------
SG&A, % of revenue                  15.0% to 15.5%
----------------------------------------------------------------------
R&D, % of revenue                   5.0% to 5.5%
----------------------------------------------------------------------
Other expense, net                  $2.0 to $2.8 million
----------------------------------------------------------------------
Tax rate                            16.0% to 17.0%
----------------------------------------------------------------------
Fully diluted share count           43.0 to 43.4 million
----------------------------------------------------------------------

Conference Call

Diodes will host a conference call on Thursday, August 7, 2008, at 10:00 a.m. Central Time (11:00 a.m. Eastern Time) to discuss its second quarter 2008 financial results. Investors and analysts may join the conference call by dialing 1-888-713-4214 and providing the confirmation code 24472970. International callers may join the teleconference by dialing 1-617-213-4866. A telephone replay of the call will be available approximately two hours after the call and will be available until August 11, 2008, at midnight Pacific Time. The replay number is 1-888-286-8010 with a pass code of 18588755. International callers should dial 1-617-801-6888 and enter the same pass code at the prompt. Additionally, 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 http://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 approximately 60 days.

About Diodes Incorporated

Diodes Incorporated (NASDAQ:DIOD), an S&P SmallCap 600 and Russell 3000 Index company, is a leading global manufacturer and supplier of high-quality application specific standard products within the broad discrete and analog semiconductor markets, serving the consumer electronics, computing, communications, industrial and automotive markets. Diodes' products include diodes, rectifiers, transistors, MOSFETs, protection devices, functional specific arrays, amplifiers and comparators, Hall-effect sensors and temperature sensors, power management devices including LED drivers, DC-DC switching, regulators, linear voltage regulators and voltage reference along with special function devices including USB power switch, load switch, voltage supervisor and motor controllers. The Company has its corporate offices in Dallas, Texas, with a sales, marketing, engineering and logistics office in Southern California; design centers in Dallas, San Jose, Taipei, England and Germany; wafer fabrication facilities in Kansas City, Missouri, and Manchester, England; two manufacturing facilities in Shanghai, China, one in Neuhaus, Germany, and a joint venture facility in Chengdu, China; engineering, sales, warehouse and logistics offices in Taipei, Hong Kong and Manchester, England, and sales and support offices throughout the world. 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. Such statements include statements regarding our expectation that: we are confident in our ability to achieve growth rates that consistently exceed those of the industry; we are well positioned to accelerate our growth through the extensive synergies and cross-selling opportunities of the combined companies while capitalizing on the cost savings and operational benefits; we expect revenue to increase in the third quarter to between $134 million and $142 million; we expect to include approximately $27 million to $33 million of revenue associated with the Zetex acquisition in our total revenue guidance; we expect our overall gross profit to grow 13 percent to 20 percent from the second quarter; the adjustments to fair market value and corresponding depreciation and amortization may include, but are not limited to, valuations of inventories and property, plant and equipment, as well as valuation models for identifiable intangible assets; and we expect that purchase accounting rules should have no impact to our ongoing free cash flow but will affect U.S. GAAP gross margins and net income in the future periods. Potential risks and uncertainties include, but are not limited to, such factors as the Company's business strategy, the introduction and market reception to new product announcements, fluctuations in product demand and supply, prospects for the U.S. and global economy; the continue 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, the Company's ability to successfully make additional acquisitions, risks of domestic and foreign operations, uncertainties in the Auction Rate Securities market; currency exchange rates; 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.

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 FOLLOW


                 DIODES INCORPORATED AND SUBSIDIARIES
             CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                (in thousands, except per share data)
                             (unaudited)


                                Three months ended  Six months ended
                                     June 30,           June 30,
                                ------------------ -------------------
                                  2007     2008      2007      2008
                                -------- --------- --------- ---------

Net sales                       $96,283  $116,018  $188,303  $211,598
Cost of goods sold               65,605    76,400   128,102   140,064
                                -------- --------- --------- ---------

  Gross profit                   30,678    39,618    60,201    71,534

Selling, general and
 administrative expenses         13,397    17,127    26,075    31,786
Research and development
 expenses                         3,156     4,994     6,100     8,730
Gain on disposal of fixed
 assets                           1,770      -        1,770       (45)
                                -------- --------- --------- ---------
  Total operating expenses       18,323    22,121    33,946    40,471


  Income from operations         12,355    17,497    26,255    31,063

Other income (expense)
  Interest income                 4,285     2,554     8,320     8,002
  Interest expense               (1,696)   (2,285)   (3,421)   (3,983)
  Other                              72    (1,202)      (56)   (1,496)
                                -------- --------- --------- ---------
                                  2,661      (933)    4,843     2,523

Income before income taxes and
 minority interest               15,016    16,564    31,098    33,586
Income tax provision             (2,221)   (2,781)   (4,879)   (4,996)
                                -------- --------- --------- ---------

Income before minority interest  12,795    13,783    26,219    28,590

Minority interest in joint
 venture earnings                  (546)     (675)     (961)   (1,279)
                                -------- --------- --------- ---------

Net income                      $12,249  $ 13,108  $ 25,258  $ 27,311
                                ======== ========= ========= =========

Earnings per share
  Basic                         $  0.31  $   0.32  $   0.64  $   0.68
  Diluted                       $  0.29  $   0.31  $   0.60  $   0.64
                                ======== ========= ========= =========

Number of shares used in
 computation
  Basic                          39,397    40,616    39,220    40,431
  Diluted                        42,023    42,843    41,897    42,695
                                ======== ========= ========= =========



                 DIODES INCORPORATED AND SUBSIDIARIES

   CONSOLIDATED RECONCILIATION OF NET INCOME TO ADJUSTED NET INCOME
                (in thousands, except per share data)
                             (unaudited)

ADJUSTED NET INCOME

This measure consists of generally accepted accounting principles, or GAAP, net income, which is then adjusted solely for the purpose of adjusting for non-cash share-based compensation expense and restructuring costs. Excluding the non-cash share-based compensation expense and the restructuring costs adjustments provides investors with a better depiction of the Company's operating results and provides a more informed baseline for modeling future earnings expectations. We recommend a review of net income on both a non-GAAP basis and GAAP basis be performed to get a comprehensive view of our results. We provide a reconciliation of adjusted net income to GAAP net income below.

ADJUSTED EARNINGS PER SHARE

This non-GAAP financial measure is the portion of the Company's GAAP net income assigned to each share of stock, excluding non-cash share-based compensation expense and restructuring costs. Excluding the non-cash share-based compensation expense and the restructuring costs adjustments provides a more informed baseline for modeling future earnings expectations. We recommend a review of diluted EPS on both a non-GAAP basis and GAAP basis be performed to get a comprehensive view of our results. Information on how these share calculations are made is below.


                                   Three months ended Six months ended
                                        June 30,          June 30,
                                   ------------------ ----------------
                                        2007    2008     2007    2008
                                   ---------- ------- -------- -------

Net income                            $12,249 $13,108  $25,258 $27,311
                                   ========== ======= ======== =======
Adjustments to reconcile net
 income to adjusted net income:
  Stock option expense included in
   cost of goods sold:                     78      52      160     105
  Stock option expense included in
   selling and general
   administrative expenses:             1,205   1,072    2,508   2,151
  Stock option expense included in
   research and development
   expenses:                              118     110      243     211

    Total stock option expense          1,402   1,234    2,911   2,467

    Restructuring costs                 1,770    -       1,770    -

    Other adjustments                      55   1,540       95   1,540

  Income tax benefit related to
   stock option expense,
   restructuring costs and other
   adjustments                            479     874      828   1,174

Adjusted net income                   $14,997 $15,008  $29,206 $30,144
                                   ========== ======= ======== =======

    Diluted shares used in
     computing earnings per share      42,023  42,843   41,897  42,695
    Incremental shares considered
     to be outstanding:                   847     558      898     546
                                   ---------- ------- -------- -------
    Adjusted diluted shares used
     in computing Adjusted
     earnings per share                42,870  43,402   42,795  43,241
                                   ========== ======= ======== =======

Adjusted earnings per share
    Basic                             $  0.38 $  0.37  $  0.74 $  0.75
    Diluted                           $  0.35 $  0.35  $  0.68 $  0.70
                                   ========== ======= ======== =======



                 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 (in thousands, unaudited):


                                      Three Months Ended
                                           June 30,
                                   -------------------------
                                      2007          2008
                                   ----------- -------------

Net Income                         $   12,249    $   13,108
Plus:
  Interest expense (income), net       (2,590)         (269)
  Income tax provision                  2,221         2,781
  Depreciation and amortization         6,424         9,275
                                   ----------- -------------
EBITDA                             $   18,304    $   24,895
                                   ----------- -------------


                                       Six Months Ended
                                           June 30,
                                   -------------------------
                                      2007          2008
                                   ----------- -------------

Net Income                         $   25,258    $   27,311
Plus:
  Interest expense (income), net       (4,900)       (4,019)
  Income tax provision                  4,879         4,996
  Depreciation and amortization        12,396        16,931
                                   ----------- -------------
EBITDA                             $   37,633    $   45,219
                                   ----------- -------------


                 DIODES INCORPORATED AND SUBSIDIARIES
                CONSOLIDATED CONDENSED BALANCE SHEETS

                                ASSETS
                  (in thousands, except share data)


                                              December 31,  June 30,
                                                   2007        2008
                                              ------------ -----------
CURRENT ASSETS                                             (unaudited)

  Cash and cash equivalents                      $ 56,179    $ 86,132
  Short-term investments                          323,472        -
                                              ------------ -----------
    Total cash and short-term investments         379,651      86,132

  Accounts receivable
    Customers                                      84,638     108,556
    Related parties                                 5,405       3,994
                                              ------------ -----------
                                                   90,043     112,550
    Less: Allowance for doubtful receivables         (465)       (616)
                                              ------------ -----------
                                                   89,578     111,934

  Inventories                                      53,031     101,649
  Deferred income taxes, current                    5,174       6,620
  Prepaid expenses and other current assets        10,576      15,088
                                              ------------ -----------

      Total current assets                        538,010     321,423

LONG TERM INVESTMENT, available-for-sale
 securities                                          -        294,653

PROPERTY, PLANT AND EQUIPMENT, at cost, net
 of accumulated depreciation and amortization     123,407     183,415

DEFERRED INCOME TAXES, non current                  3,241      17,626

OTHER ASSETS
  Intangible assets                                 9,643      17,418
  Goodwill                                         25,135     112,324
  Other                                             6,929       7,718
                                              ------------ -----------

TOTAL ASSETS                                     $706,365    $954,577
                                              ============ ===========


                 DIODES INCORPORATED AND SUBSIDIARIES
                CONSOLIDATED CONDENSED BALANCE SHEETS

                 LIABILITIES AND STOCKHOLDERS' EQUITY
                  (in thousands, except share data)


                                              December 31,  June 30,
                                                  2007        2008
                                              ------------ -----------
                                                           (unaudited)

CURRENT LIABILITIES
  Line of credit                                  $   -      $ 16,520
  Accounts payable
    Trade                                           42,010     44,698
    Related parties                                 13,135     13,725
  Accrued liabilities                               27,841     41,541
  Income tax payable                                 1,732      6,418
  Long-term debt, current portion                    1,345      1,365
  Capital lease obligations, current portion           145        449
                                              ------------ -----------

      Total current liabilities                     86,208    124,716

LONG-TERM DEBT, net of current portion 2.25%
 convertible senior notes due 2026                 230,000    230,000
  Others                                             5,815    170,038

CAPITAL LEASE OBLIGATIONS, net of current
 portion                                             1,331      2,352
OTHER LONG-TERM LIABILITIES                          6,249     35,793

                                              ------------ -----------
      Total liabilities                            329,603    562,899
                                              ------------ -----------

MINORITY INTEREST IN JOINT VENTURES                  7,164      8,448

COMMITMENTS AND CONTINGENCIES

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;
   40,172,491 and 40,838,821 shares issued
   and outstanding at December 31, 2007 and
   June 30, 2008, respectively                      26,782     27,226
  Additional paid-in capital                       121,412    127,248
  Retained earnings                                220,504    247,814
  Accumulated other comprehensive gain (loss)          900    (19,058)
                                              ------------ -----------

      Total stockholders' equity                   369,598    383,230
                                              ------------ -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY        $706,365   $954,577
                                              ============ ===========

    CONTACT: Diodes, Inc.
             Carl Wertz, Chief Financial Officer, 805-446-4800
             carl_wertz@diodes.com
             or
             Investor Relations:
             Shelton Group
             Leanne Sievers, EVP, IR, 949-224-3874
             lsievers@sheltongroup.com

    SOURCE: Diodes Incorporated