-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UyXiCzHqpEsh4P/QcAZNPO+csHkqRBq6CM5eWnQWrJNHDgj08zssvLLh9zUTPPAa uclYlButqbRjatn0sBFutg== 0000029002-05-000002.txt : 20050208 0000029002-05-000002.hdr.sgml : 20050208 20050208134125 ACCESSION NUMBER: 0000029002-05-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050207 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050208 DATE AS OF CHANGE: 20050208 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIODES INC /DEL/ CENTRAL INDEX KEY: 0000029002 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 952039518 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 002-25577 FILM NUMBER: 05583173 BUSINESS ADDRESS: STREET 1: 3050 E HILLCREST DR CITY: WESTLAKE VILLAGE STATE: CA ZIP: 91362 BUSINESS PHONE: 8054464800 MAIL ADDRESS: STREET 1: 3050 E HILLCREST DR SUITE 200 STREET 2: 3050 E HILLCREST DR SUITE 200 CITY: WESTLAKE VILLAGE STATE: CA ZIP: 913623154 8-K 1 form8k4q04maina.txt 4Q04 FORM 8-K 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 7, 2005 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 (Commission File Number) (I.R.S. Employer jurisdiction of Identification Number) incorporation) 3050 East Hillcrest Drive Westlake Village, California 91362 (Address of principal executive offices) (Zip Code) (805) 446-4800 (Registrant's telephone number, including area code) Item 2.02 Results of Operations and Financial Condition - ----------------------------------------------------------------- On February 7, 2005, Diodes Incorporated issued a press release announcing fourth quarter and full-year 2004 earnings. A copy of the press release is attached as Exhibit 99.1. The information in this Form 8-K and the Exhibits attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1984, except as shall be expressly set forth by specific reference in such filing. Item 9.01 Financial Statements and Exhibits. (c) Exhibits Exhibit 99.1 - Press Release dated February 7, 2005 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: February 7, 2005 DIODES INCORPORATED By /s/ Carl C. Wertz CARL C. WERTZ Chief Financial Officer EXHIBIT INDEX Exhibit Description Number 99.1 Press Release dated February 7, 2005 EX-99 2 form8k4q04ex991.txt 4Q04 FORM 8-K EXHIBIT 99.1 Exhibit 99.1 Diodes Incorporated FOR IMMEDIATE RELEASE Diodes Incorporated Reports Record Fourth Quarter and Full Year 2004 Results o Annual revenues up 35.6% to a record $185.7 million o Annual net income increases 153.1% to a record $25.6 million Westlake Village, California, February 7, 2005 - Diodes Incorporated (Nasdaq: DIOD), a leading manufacturer and supplier of high quality discrete semiconductors, today reported record financial results for the fourth quarter and fiscal year 2004 ended December 31, 2004. Fourth Quarter Highlights: >> Revenues increased 22% to $47.9 million >> New product revenue at 16% of total sales, a new record high >> Gross margin improved 440 basis points to 33.9% >> Operating income increased 115% to a record $9.9 million >> Net income increased 113% to a record $7.3 million, or $0.47 per share Revenues for the fourth quarter of 2004 were $47.9 million, a 22.2% increase from the fourth quarter of 2003, but a sequential decrease of 3.0% from the third quarter of 2004. Net income for the quarter increased 113.2% to a record $7.3 million, compared to $3.4 million for the three months ended December 31, 2003. Diluted earnings per share were $0.47 for the fourth quarter of 2004, as compared to $0.23 for the same period last year. Revenues for the twelve months ended December 31, 2004, increased 35.6% to a record $185.7 million, compared to $136.9 million in the same period last year. For the full year 2004, the Company earned a record $25.6 million, or $1.65 per share, as compared to net income of $10.1 million, or $0.70 per share in 2003. C.H. Chen, President and CEO of Diodes Incorporated, commented: "2004 was a year of record-breaking financial performance for Diodes and superior execution in every key aspect of our business. Our research and development initiatives delivered a stream of breakthrough products that are establishing Diodes as a technology leader for discrete semiconductors. We continued to extend our sales reach in Asia and Europe, entering a number of important new customer accounts. Our world class manufacturing centers achieved substantial increases in unit output, while continuously improving yields and cost efficiencies. "Finally, our focus on financial discipline resulted in excellent working capital management, improving operating margins, an ever stronger balance sheet, and substantial positive operating cash flows. In 2004, Diodes outperformed the discrete semiconductor market by nearly two times, and we feel confident we will again outperform the semiconductor market in 2005." End Markets "Diodes' growth in the fourth quarter was driven by continued robust customer demand and increasing market share in Asia, which contributed 62% of total revenues for the quarter," said Mark King, Vice President of Sales and Marketing. "Orders across all of our end-equipment markets remained strong and were dominated by demand in the consumer electronics and computer industries. We continued to successfully integrate our next-generation devices and ultra-miniature arrays into products, including digital audio players, set-top boxes, cell phones and notebook computers." Sales in Europe were 2.6% of total revenues during the quarter and the Company continues to strengthen its footprint in the region. Diodes entered into a new representative relationship for Northern Europe, covering Sweden, Finland, Denmark and Norway, extending the Company's reach into these markets. "During the quarter, we received contract awards with two European customers, both of which represent significant revenue increases for next year. And we are very encouraged to have landed our first orders with a second European mobile handset manufacturer on a design win from last quarter," said Mr. King. New Products and Design Wins "Design win momentum continued in the fourth quarter, resulting in multiple wins at 50 new or existing accounts from a broad range of end-equipment users. Sales of new products reached a new record high of 16.2% of total revenue, as prior design wins translated into new orders on the latest generation products," commented Mr. Chen. "During the fourth quarter, Diodes introduced three new Schottky barrier rectifiers that employ our proprietary new high-current density package type, PowerDI(TM)5. And at the beginning of February we announced another six Schottky Rectifiers in the PowerDI(TM)5 family, which deliver unparalleled efficiency and performance improvements in a smaller space. These performance products combine lower forward voltage drop with exceptionally low reverse leakage current, resulting in the highest efficiency rectifiers of their type available. In the PowerDI(TM)5 package, these devices consume only a fraction of the PC board space occupied by competing products, and put Diodes in a leadership position to support the switch mode power supply (SMPS) market. These types of products are enabling Diodes, Inc. to continue to build our position with existing customers, enter new accounts and drive sustainable margin expansion as proprietary and performance devices become a bigger component of our sales mix." Additional Financial Highlights Gross profit for the fourth quarter of 2004 was $16.2 million compared to $16.7 million in the third quarter of 2004, and increased 40.2% over the $11.6 million in the fourth quarter of 2003. Gross margin remained consistent with the third quarter of 2004 at 33.9% of sales. Compared to the prior-year quarter, gross margin increased 440 basis points due to an improved product mix, new product revenue expansion and manufacturing cost efficiencies. For the year, gross margin increased 600 basis points to 32.7% from 26.7% last year. For the quarter, SG&A expenses were $5.4 million, or 11.4% of sales, as compared to $5.5 million, or 14.0% of sales, in the comparable quarter last year. Sequentially, SG&A expenses were approximately $0.7 million lower due to one-time reductions in Asia sales commissions and royalty expenses. Research and development expenses rose 30.5% to $0.9 million, or 1.9% of revenue, from $0.7 million, or 1.8%, in the fourth quarter of 2003, as the Company continues to invest in enhancing current product features and developing new products. Operating income for the fourth quarter increased 115.2% to a record $9.9 million, or 20.6% of sales, compared to $4.6 million, or 11.7%, for the fourth quarter of 2003. Other expense for the fourth quarter was $0.5 million, due primarily to currency exchange losses related to the weakened U.S. dollar. The Company recorded a $1.8 million income tax provision for the fourth quarter, for an effective tax rate of 19.7%. The tax expense includes a $1.3 million tax provision for planned foreign dividend distributions under the American Jobs Creation Act of 2004, offset by a $1.2 million foreign reinvestment tax refund (net of U.S. taxes) and a $0.6 million research and development tax credit. Capital expenditures for the current quarter were $7.8 million and $26.2 million for the full year. Depreciation expense for the quarter was $3.6 million and $13.2 million for the full year. At December 31, 2004, Diodes had $19.0 million in cash, $50.8 million in working capital and $11.3 million in term debt. For the fiscal 2004, shareholder equity increased 50.4% to $107.5 million. Cash flow from operations was $8.2 million for the quarter and $29.3 million for the year of 2004. Business Outlook "After the blistering pace of 2004, the initial outlook for the semiconductor industry as a whole is somewhat muted for 2005. For the first quarter of 2005, Diodes continues to experience solid bookings and we expect sales and gross margins to be comparable to the fourth quarter 2004," said Mr. Chen. "As we enter 2005, given the strength of demand for our new products and continued stream of new performance devices, we again expect to significantly outperform the semiconductor market." Conference Call Diodes Incorporated will hold its fourth quarter conference call for all interested persons at 8 a.m. Pacific Time (11 a.m. Eastern Time) today 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 semiconductor products, serving the communications, computer, industrial, consumer electronics and automotive markets. The Company operates three Far East subsidiaries, Diodes-China (QS-9000 and ISO-14001 certified) in Shanghai, Diodes-Taiwan (ISO-9000 certified) in Taipei, and Diodes-Hong Kong. Diodes-China's manufacturing focus is on subminiature surface-mount devices destined for wireless devices, notebook, flat panel display, digital camera, mobile handset, set top box, DC to DC conversion, and automotive applications, among others. Diodes-Taiwan is our Asia-Pacific sales, logistics and distribution center. Diodes-Hong Kong covers sales warehouse and logistics functions. The Company's 5" wafer foundry, Diodes-FabTech (QS-9000 certified), specializes in Schottky products and is located just outside Kansas City, Missouri. The Company's ISO-9000 corporate sales, marketing, engineering and logistics headquarters is located in Southern California. For further information, 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 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, risks of foreign operations, and other information detailed from time to time in the Company's filings with the United States Securities and Exchange Commission. Source: Diodes Incorporated CONTACT: Carl Wertz, Chief Financial Officer, Diodes Incorporated (805) 446-4800 e-mail: carl_wertz@diodes.com or Crocker Coulson, President, Coffin Communications Group, (818) 789-0100, 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 Twelve Months Ended December 31, December 31, ------------------------------------------- ------------------------------------------ 2003 2004 2003 2004 -------------------- ------------------- ------------------ ------------------- Net sales $ 39,202,000 $ 47,887,000 $ 136,905,000 $ 185,703,000 Cost of goods sold 27,643,000 31,676,000 100,377,000 124,968,000 -------------------- ------------------- ------------------ ------------------- Gross profit 11,559,000 16,211,000 36,528,000 60,735,000 Selling, general and administrative expenses 5,490,000 5,439,000 19,587,000 23,503,000 Research and development expenses 691,000 902,000 2,049,000 3,422,000 Loss (gain) on sale of fixed assets 791,000 -- 1,036,000 14,000 -------------------- ------------------- ------------------ ------------------- Total operating expenses 6,972,000 6,341,000 22,672,000 26,939,000 Income from operations 4,587,000 9,870,000 13,856,000 33,796,000 Other expense Interest expense, net (189,000) (150,000) (860,000) (637,000) Other (34,000) (385,000) (5,000) (418,000) -------------------- ------------------- ------------------ ------------------- (223,000) (535,000) (865,000) (1,055,000) Income before income taxes and minority interest 4,364,000 9,335,000 12,991,000 32,741,000 Income tax provision (776,000) (1,836,000) (2,460,000) (6,514,000) -------------------- ------------------- ------------------ ------------------- Income before minority interest 3,588,000 7,499,000 10,531,000 26,227,000 Minority interest in joint venture earnings (151,000) (170,000) (436,000) (676,000) -------------------- ------------------- ------------------ ------------------- Net income $ 3,437,000 $ 7,329,000 $ 10,095,000 $ 25,551,000 ==================== =================== ================== =================== Earnings per share Basic $ 0.27 $ 0.53 $ 0.79 $ 1.91 Diluted $ 0.23 $ 0.47 $ 0.70 $ 1.65 ==================== =================== ================== =================== Weighted average shares outstanding Basic 12,954,320 13,896,695 12,730,808 13,404,276 Diluted 14,932,341 15,707,776 14,406,054 15,471,438 ==================== =================== ================== ===================
The accompanying notes are an integral part of these financial statements. DIODES INCORPORATED AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEET
ASSETS December 31, December 31, 2003 2004 ------------------- ------------------- (Unaudited) CURRENT ASSETS Cash and cash equivalents $ 12,847,000 $ 18,970,000 Accounts receivable Customers 27,010,000 38,682,000 Related parties 3,938,000 5,526,000 ------------------- ------------------- 30,948,000 44,208,000 Less: Allowance for doubtful receivables 375,000 432,000 ------------------- ------------------- 30,573,000 43,776,000 Inventories 16,164,000 22,238,000 Deferred income taxes, current 5,547,000 3,731,000 Prepaid expenses and other current assets 2,256,000 4,243,000 Prepaid income taxes 446,000 406,000 ------------------- ------------------- Total current assets 67,833,000 93,364,000 PROPERTY, PLANT AND EQUIPMENT, at cost, net of accumulated depreciation and amortization 47,893,000 60,857,000 DEFERRED INCOME TAXES, non-current 1,816,000 2,095,000 OTHER ASSETS Goodwill 5,090,000 5,090,000 Other 1,163,000 1,798,000 ------------------- ------------------- TOTAL ASSETS $ 123,795,000 $ 163,204,000 =================== ===================
The accompanying notes are an integral part of these financial statements. DIODES INCORPORATED AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEET LIABILITIES AND STOCKHOLDERS' EQUITY
December 31, December 31, 2003 2004 ------------------ ------------------ (Unaudited) CURRENT LIABILITIES Line of credit $ 8,488,000 $ 6,167,000 Accounts payable Trade 14,029,000 17,274,000 Related parties 3,453,000 3,936,000 Accrued liabilities 8,715,000 11,527,000 Current portion of long-term debt Related party 2,500,000 2,500,000 Other 3,333,000 1,014,000 Current portion of capital lease obligations 161,000 165,000 ------------------ ------------------ Total current liabilities 40,679,000 42,583,000 LONG-TERM DEBT, net of current portion Related party 3,750,000 1,250,000 Other 3,000,000 6,583,000 CAPITAL LEASE OBLIGATIONS, net of current portion 2,334,000 2,172,000 MINORITY INTEREST IN JOINT VENTURE 2,582,000 3,133,000 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; 14,627,284 and 15,763,266 shares issued at December 31, 2003 and December 31, 2004, respectively 6,502,000 7,260,000 Additional paid-in capital 11,192,000 20,100,000 Retained earnings 55,779,000 81,330,000 ------------------ ------------------ 73,473,000 108,690,000 Less: Treasury stock - 1,613,508 shares of common stock, at cost 1,782,000 1,782,000 Accumulated other comprehensive loss (gain) 241,000 (575,000) ------------------ ------------------ 2,023,000 1,207,000 Total stockholders' equity 71,450,000 107,483,000 ------------------ ------------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 123,795,000 $ 163,204,000 ================== ==================
The accompanying notes are an integral part of these financial statements. -----END PRIVACY-ENHANCED MESSAGE-----