UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

February 3, 2004

Date of Report (Date of earliest event reported)

DIODES INCORPORATED

(Exact name of registrant as specified in its charter)
 

Delaware	1-5740	95-2039518
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer  Identification Number)

                                                

                  

3050 East Hillcrest Drive Westlake Village, California		91362
(Address of principal executive offices)		(Zip Code)

                                                                     

                                                                                          

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•   New product sales, strong markets drive 52% year-over-year net income growth

• Revenue increased 36.8% year-over-year and 12.2% sequentially to a record $39.2 million
• New product revenue grew to 11.5% of sales, from 8.4% in the year-ago quarter
• Gross margin improved 330 basis points sequentially to 29.5%
• Net income increased 52% to $3.4 million, or $0.23 per share, up from $2.3 million, or $0.17 per share, in 4Q02

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		Three Months Ended December 31,						Twelve Months Ended December 31,
		2002			2003			2002			2003
Net sales		$	28,665,000		$	39,202,000		$	115,821,000		$	136,905,000
Cost of goods sold			21,238,000			27,643,000			89,045,000			100,377,000
Gross profit			7,427,000			11,559,000			26,776,000			36,528,000
Selling, general and administrative     expenses			3,762,000			5,490,000			16,155,000			19,586,000
Research and development expenses			241,000			691,000			1,472,000			2,049,000
Impairment of fixed assets			--			700,000			--			1,000,000
Loss (gain) on disposal of fixed assets			(46,000	)		93,000			217,000			37,000
Total operating expenses			3,957,000			6,974,000			17,844,000			22,672,000
Operating income			3,470,000			4,585,000			8,932,000			13,856,000
Other income (expense)
Interest expense, net			(288,000	)		(189,000	)		(1,183,000	)		(860,000	)
Other			(39,000	)		(32,000	)		102,000			(5,000	)
			(327,000	)		(221,000	)		(1,081,000	)		(865,000	)
Income from operations before income taxes     and minority interest			3,143,000			4,364,000			7,851,000			12,991,000
Income tax provision			(780,000	)		(775,000	)		(1,729,000	)		(2,460,000	)
Income from operations before minority interest			2,363,000			3,589,000			6,122,000			10,531,000
Minority interest in joint venture earnings			(101,000	)		(151,000	)		(320,000	)		(436,000	)
Net income		$	2,262,000		$	3,438,000		$	5,802,000		$	10,095,000
Earnings per share
Basic		$	0.18		$	0.27		$	0.47		$	0.79
Diluted		$	0.17		$	0.23		$	0.44		$	0.70
Weighted average shares outstanding
Basic			12,309,954			12,954,320			12,276,899			12,730,808
Diluted			13,456,008			14,932,341			13,297,490			14,406,054

ASSETS
		December 31,			December 31,
		2002			2003
						(Unaudited)
CURRENT ASSETS
Cash and cash equivalents		$	7,284,000		$	12,847,000
Accounts receivable
Customers			19,387,000			27,010,000
Related parties			3,138,000			3,938,000
			22,525,000			30,948,000
Less: Allowance for doubtful receivables			353,000			375,000
			22,172,000			30,573,000
Inventories			14,916,000			16,164,000
Deferred income taxes, current			4,338,000			5,547,000
Prepaid expenses, income taxes and other current assets			2,228,000			2,702,000
Total current assets			50,938,000			67,833,000
PROPERTY, PLANT AND EQUIPMENT , at cost, net
of accumulated depreciation and amortization			44,693,000			47,893,000
DEFERRED INCOME TAXES , non-current			3,205,000			1,816,000
OTHER ASSETS
Goodwill			5,090,000			5,090,000
Other			1,084,000			1,163,000
TOTAL ASSETS		$	105,010,000		$	123,795,000

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		December 31,			December 31,
		2002			2003
					(Unaudited)
CURRENT LIABILITIES
Line of credit		$	3,025,000		$	8,488,000
Accounts payable
Trade			9,039,000			14,029,000
Related parties			3,361,000			3,453,000
Accrued liabilities			8,693,000			8,715,000
Current portion of long-term debt
Related party			2,500,000			2,500,000
Other			3,333,000			3,333,000
Current portion of capital lease obligations			157,000			161,000
Total current liabilities			30,108,000			40,679,000
LONG-TERM DEBT , net of current portion
Related party			6,250,000			3,750,000
Other			6,333,000			3,000,000
CAPITAL LEASE OBLIGATIONS , net of current portion			2,495,000			2,334,000
MINORITY INTEREST IN JOINT VENTURE			2,145,000			2,582,000
STOCKHOLDERS’ EQUITY
Class A convertible 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;
30,000,000 shares authorized; 13,939,146 and 14,627,284
shares issued at December 31, 2002
and December 31, 2003, respectively			6,195,000			6,502,000
Additional paid-in capital			8,060,000			11,192,000
Retained earnings			45,684,000			55,779,000
			59,939,000			73,473,000
Less:
Treasury stock – 1,613,508 shares of common stock, at cost			1,782,000			1,782,000
Accumulated other comprehensive loss			478,000			241,000
			2,260,000			2,023,000
Total stockholders’ equity			57,679,000			71,450,000
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	105,010,000		$	123,795,000

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