Exhibit 99.1
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Diodes Incorporated Reports Third Quarter 2012 Financial Results
Revenue Increases 5% Sequentially; Achieves Third Consecutive Quarter of Growth
Plano, Texas – November 8, 2012 – Diodes Incorporated (Nasdaq: DIOD), a leading global manufacturer and supplier of high-quality application specific standard products within the broad discrete, logic and analog semiconductor markets, today reported its financial results for the third quarter ended September 30, 2012.
Third Quarter Highlights
| • | | Revenue was $166.6 million, an increase of 4.6 percent from the $159.2 million in the second quarter 2012, and an increase of 3.7 percent from the $160.6 million in the third quarter 2011; |
| • | | Gross profit was $43.6 million, compared to $41.0 million in the second quarter 2012 and $45.2 million in the third quarter 2011; |
| • | | Gross profit margin was 26.2 percent, compared to 25.8 percent in the second quarter 2012, and 28.1 percent in the third quarter 2011; |
| • | | GAAP net income was $8.6 million, or $0.18 per diluted share, compared to second quarter 2012 of $6.7 million, or $0.14 per diluted share, and third quarter 2011 of $10.0 million, or $0.21 per diluted share; |
| • | | Non-GAAP adjusted net income was $9.5 million, or $0.20 per diluted share, compared to second quarter 2012 of $6.4 million, or $0.14 per diluted share, and third quarter 2011 of $12.1 million, or $0.26 per diluted share; |
| • | | Excluding $2.3 million of share-based compensation expense, both GAAP and non-GAAP adjusted net income would have increased by $0.05 per diluted share; and |
| • | | Achieved $17.6 million cash flow from operations, break-even net cash flow, and a negative ($1.0) million of free cash flow due mainly to $18.6 million in capital expenditures, which included approximately $3.0 million of capital expenditures associated with the Chengdu assembly test facility construction. |
Commenting on the results, Dr. Keh-Shew Lu, President and Chief Executive Officer of Diodes Incorporated, stated, “Despite the slowdown in the general market, we were able to achieve five percent sequential growth and meet our expectations due to past design wins and new product initiatives that drove further market share gains. This quarter represents our third consecutive quarter of growth as we continued to increase sales for our products used in smartphones and tablets, while also benefiting from a rebound in LED TVs and a strong quarter in automotive.
“Gross margin improved moderately in the quarter but remained under pressure primarily due to the effects of the generally weak global economy. Although we are gaining market share for our more advanced packages as supported by the capital investments we made in the second and third quarters, we are still underloaded on our standard packages. The unstable demand environment also caused pricing to weaken in the quarter and product mix to be less favorable than we had anticipated. However, our cost reductions and manufacturing efficiency improvements were able to largely offset these factors and contributed to margins improving slightly over the prior quarter. As I have stated in the past, improvements in the demand and pricing environment are key factors in our ability to transition available capacity to higher margin products at a more rapid pace, which has been restrained by the slower recovery.
“Looking forward, the global environment continues to create uncertainty, especially as it relates to the timing of production ramps for many of our customers. Therefore, we remain cautious on our expectations and focused on further expanding our content at key customers, gaining market share and accelerating our design win momentum on new and existing products.”
Third Quarter 2012
Revenue for the third quarter 2012 was $166.6 million, an increase of 4.6 percent over the $159.2 million in the second quarter 2012, and an increase of 3.7 percent from the $160.6 million in the third quarter 2011. Revenue was up sequentially primarily due to strength in Asia and market share gains.
Gross profit for the third quarter 2012 was $43.6 million, or 26.2 percent of revenue, compared to $41.0 million, or 25.8 percent of revenue, in the second quarter 2012, and $45.2 million, or 28.1 percent, in the third quarter 2011. Gross profit margin improved marginally over the prior quarter due to the benefit of new product initiatives and manufacturing efficiencies, largely offset by product mix and a soft pricing environment.
Third quarter 2012 GAAP net income was $8.6 million, or $0.18 per diluted share, compared to GAAP net income of $6.7 million, or $0.14 per diluted share, in the second quarter 2012, and GAAP net income of $10.0 million, or $0.21 per diluted share, in the third quarter 2011.
Non-GAAP adjusted net income for the third quarter 2012 was $9.5 million, or $0.20 per diluted share, which excluded, net of tax, $0.9 million of non-cash acquisition related intangible asset amortization costs, compared to non-GAAP adjusted net income of $6.4 million, or $0.14 per diluted share, in the second quarter 2012 and $12.1 million, or $0.26 per diluted share, in the third quarter 2011. The following is a summary reconciliation of GAAP net income to non-GAAP adjusted net income and per share data, net of tax (in thousands, except per share data):
| | | | |
| | Three Months Ended September 30, 2012 | |
GAAP net income | | $ | 8,553 | |
| | | | |
GAAP diluted earnings per share | | $ | 0.18 | |
| | | | |
Adjustments to reconcile net income to adjusted net income: | | | | |
Amortization of acquisition related intangible assets | | | 902 | |
| | | | |
Non-GAAP adjusted net income | | $ | 9,455 | |
| | | | |
Non-GAAP adjusted diluted earnings per share | | $ | 0.20 | |
| | | | |
(See the reconciliation of net income to adjusted net income tables near the end of the release for further details)
Included in third quarter 2012 GAAP and non-GAAP adjusted net income was approximately $2.3 million, net of tax, non-cash share-based compensation expense. Excluding share-based compensation expense, both GAAP and non-GAAP adjusted diluted EPS would have increased by an additional $0.05 per share.
EBITDA, which represents earnings before net interest expense, income tax, depreciation and amortization, for the third quarter 2012 was $24.8 million, compared to $23.2 million for the second quarter 2012 and $29.2 million for the third quarter 2011. For a reconciliation of GAAP net income to EBITDA (non-GAAP), see the table near the end of the release for further details.
As of September 30, 2012, Diodes had approximately $168 million in cash and cash equivalents, and working capital was approximately $385 million.
Business Outlook
Dr. Lu concluded, “We are pleased to have closed the acquisition of Power Analog Microelectronics (PAM) on October 29, 2012. For the fourth quarter of 2012, we are expecting a seasonally down quarter with revenue ranging between $160 million and $167 million, including $3.5 million of revenue contribution from PAM and Eris Technology Corporation (Eris), or down 4 percent to flat sequentially. Gross margin is expected to be 25 percent, plus or minus 2 percent. Operating expenses are expected to be 23.5 percent of revenue, plus or minus 1 percent. The anticipated increase in operating expenses over the third quarter is due to the inclusion of PAM and a full quarter of Eris. We expect our income tax rate to range between 7 and 13 percent, and shares used to calculate GAAP EPS for the fourth quarter are anticipated to be approximately 47.0 million.”
Conference Call
Diodes will host a conference call on Thursday, November 8, 2012 at 4:00 p.m. Central Time (5:00 p.m. Eastern Time) to discuss its third quarter financial results. Investors and analysts may join the conference call by dialing 1-866-700-6979 and providing the confirmation code 83637055. International callers may join the teleconference by dialing 1-617-213-8836 and enter the same confirmation code at the prompt. A telephone replay of the call will be made available approximately two hours after the call and will remain available until Tuesday, November 13, 2012 at midnight Central Time. The replay number is 1-888-286-8010 with a pass code of 50713673. 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 Investors section of Diodes’ website at http://www.diodes.com. To listen to the live call, please go to the Investors section of Diodes’ website and click on the conference call link at least 15 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), a Standard and Poor’s 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, logic and analog semiconductor markets. Diodes serves the consumer electronics, computing, communications, industrial, and automotive markets. Diodes’ products include diodes, rectifiers, transistors, MOSFETs, protection devices, functional specific arrays, single gate logic, amplifiers and comparators, Hall-effect and temperature sensors; power management devices, including LED drivers, DC-DC switching and linear voltage regulators, and voltage references along with special function devices, such as USB power switches, load switches, voltage supervisors, and motor controllers. The Company’s corporate headquarters, logistics center, and Americas’ sales office are located in Plano, Texas. Design, marketing, and engineering centers are located in Plano; San Jose, California; Taipei, Taiwan; Manchester, England; and Neuhaus, Germany. The Company’s wafer fabrication facilities are located in Kansas City, Missouri and Manchester, with two manufacturing facilities located in Shanghai, China, another in Neuhaus, and two joint venture facilities located in Chengdu, China. Additional engineering, sales, warehouse, and logistics offices are located in Fort Worth, Texas; Taipei; Hong Kong; Manchester; and Munich, Germany, with support offices located 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: although we are gaining market share for our more advanced packages as supported by the capital investments we made in the second and third quarters, we are still underloaded on our standard packages; looking forward, the global environment continues to create uncertainty, especially as it relates to the timing of production ramps for many of our customers; therefore, we remain cautious on our expectations and focused on further expanding our content at key customers, gaining market share and accelerating our design win momentum on new and existing products; we are pleased to have closed the acquisition of Power Analog Microelectronics (PAM) on October 29, 2012; for the fourth quarter of 2012, we are expecting a seasonally down quarter with revenue ranging between $160 million and $167 million, including $3.5 million of revenue contribution from PAM and Eris Technology Corporation (Eris), or down 4 percent to flat sequentially; gross margin is expected to be 25 percent, plus or minus 2 percent; operating expenses are expected to be 23.5 percent of revenue, plus or minus 1 percent; the anticipated increase in operating expenses over the third quarter is due to the inclusion of PAM and a full quarter of Eris; and we expect our income tax rate to range between 7 and 13 percent, and shares used to calculate GAAP EPS for the fourth quarter are anticipated to be approximately 47.0 million. Potential risks and uncertainties include, but are not limited to, such factors as: we may not be able to maintain our current growth strategy or continue to maintain our current performance, costs and loadings in our manufacturing facilities; risks of domestic and foreign operations, including excessive operation costs, labor shortages, higher tax rates and our joint venture prospects; unfavorable currency exchange rates; our future guidance may be incorrect; the global economic weakness may be more severe or last longer than we currently anticipated; 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.
# # #
Company Contact:
Diodes Incorporated
Laura Mehrl
Director of Investor Relations
P: 972-987-3959
E: laura_mehrl@diodes.com
Investor Relations Contact:
Shelton Group
Leanne Sievers
EVP, Investor Relations
P: 949-224-3874
E: lsievers@sheltongroup.com
DIODES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(unaudited)
(in thousands, except per share data)
| | | | | | | | | | | | | | | | |
| | Three Months Ended September 30, | | | Nine Months Ended September 30, | |
| | 2012 | | | 2011 | | | 2012 | | | 2011 | |
NET SALES | | $ | 166,617 | | | $ | 160,577 | | | $ | 470,519 | | | $ | 491,938 | |
| | | | |
COST OF GOODS SOLD | | | 123,012 | | | | 115,383 | | | | 352,180 | | | | 333,736 | |
| | | | | | | | | | | | | | | | |
Gross profit | | | 43,605 | | | | 45,194 | | | | 118,339 | | | | 158,202 | |
| | | | |
OPERATING EXPENSES | | | | | | | | | | | | | | | | |
Selling, general and administrative | | | 25,796 | | | | 23,404 | | | | 72,702 | | | | 67,389 | |
Research and development | | | 9,084 | | | | 7,304 | | | | 24,466 | | | | 20,355 | |
Amortization of acquisition related intangible assets | | | 1,203 | | | | 1,120 | | | | 3,401 | | | | 3,408 | |
Gain on sale of assets | | | — | | | | — | | | | (3,556 | ) | | | — | |
| | | | | | | | | | | | | | | | |
Total operating expenses | | | 36,083 | | | | 31,828 | | | | 97,013 | | | | 91,152 | |
| | | | | | | | | | | | | | | | |
Income from operations | | | 7,522 | | | | 13,366 | | | | 21,326 | | | | 67,050 | |
| | | | |
OTHER INCOME (EXPENSES) | | | | | | | | | | | | | | | | |
Interest income | | | 234 | | | | 316 | | | | 584 | | | | 849 | |
Interest expense | | | (212 | ) | | | (1,053 | ) | | | (569 | ) | | | (3,023 | ) |
Amortization of debt discount | | | — | | | | (2,021 | ) | | | — | | | | (6,032 | ) |
Other | | | 1,901 | | | | 458 | | | | 2,846 | | | | 762 | |
| | | | | | | | | | | | | | | | |
Total other income (expenses) | | | 1,923 | | | | (2,300 | ) | | | 2,861 | | | | (7,444 | ) |
| | | | |
Income before income taxes and noncontrolling interest | | | 9,445 | | | | 11,066 | | | | 24,187 | | | | 59,606 | |
| | | | |
INCOME TAX PROVISION | | | 509 | | | | 359 | | | | 1,983 | | | | 9,912 | |
| | | | | | | | | | | | | | | | |
NET INCOME | | | 8,936 | | | | 10,707 | | | | 22,204 | | | | 49,694 | |
| | | | |
Less: NET INCOME attributable to noncontrolling interest | | | (383 | ) | | | (750 | ) | | | (2,127 | ) | | | (2,072 | ) |
| | | | | | | | | | | | | | | | |
NET INCOME attributable to common stockholders | | $ | 8,553 | | | $ | 9,957 | | | $ | 20,077 | | | $ | 47,622 | |
| | | | | | | | | | | | | | | | |
EARNINGS PER SHARE attributable to common stockholders | | | | | | | | | | | | | | | | |
Basic | | $ | 0.19 | | | $ | 0.22 | | | $ | 0.44 | | | $ | 1.05 | |
| | | | | | | | | | | | | | | | |
Diluted | | $ | 0.18 | | | $ | 0.21 | | | $ | 0.43 | | | $ | 1.02 | |
| | | | | | | | | | | | | | | | |
Number of shares used in computation | | | | | | | | | | | | | | | | |
Basic | | | 45,997 | | | | 45,603 | | | | 45,702 | | | | 45,252 | |
| | | | | | | | | | | | | | | | |
Diluted | | | 46,995 | | | | 47,093 | | | | 46,901 | | | | 46,875 | |
| | | | | | | | | | | | | | | | |
Note: Throughout this release, we refer to “net income attributable to common stockholders” as “net income.”
DIODES INCORPORATED AND SUBSIDIARIES
RECONCILIATION OF NET INCOME TO ADJUSTED NET INCOME
(in thousands, except per share data)
(unaudited)
For the three months ended September 30, 2012:
| | | | | | | | | | | | | | | | |
| | Operating Expenses | | | Other Income (Expense) | | | Income Tax Provision | | | Net Income | |
Per-GAAP | | | | | | | | | | | | | | $ | 8,553 | |
| | | | | | | | | | | | | | | | |
Earnings per share (Per-GAAP) | | | | | | | | | | | | | | | | |
Diluted | | | | | | | | | | | | | | $ | 0.18 | |
| | | | | | | | | | | | | | | | |
Adjustments to reconcile net income to adjusted net income: | | | | | | | | | | | | | | | | |
| | | | |
Amortization of acquisition related intangible assets | | | 1,203 | | | | — | | | | (301 | ) | | | 902 | |
| | | | | | | | | | | | | | | | |
Adjusted (Non-GAAP) | | | | | | | | | | | | | | $ | 9,455 | |
| | | | | | | | | | | | | | | | |
Diluted shares used in computing earnings per share | | | | | | | | | | | | | | | 46,995 | |
| | | | | | | | | | | | | | | | |
Adjusted earnings per share (Non-GAAP) | | | | | | | | | | | | | | | | |
Diluted | | | | | | | | | | | | | | $ | 0.20 | |
| | | | | | | | | | | | | | | | |
Note: Included in GAAP and non-GAAP adjusted net income was approximately $2.3 million, net of tax, non-cash share-based compensation expense. Excluding share based compensation expense, both GAAP and non-GAAP adjusted diluted EPS would have increased by an additional $0.05 per share.
DIODES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED RECONCILIATION OF NET INCOME TO ADJUSTED NET INCOME – Cont.
(in thousands, except per share data)
(unaudited)
For the three months ended September 30, 2011:
| | | | | | | | | | | | | | | | |
| | Operating Expenses | | | Other Income (Expense) | | | Income Tax Provision | | | Net Income | |
Per-GAAP | | | | | | | | | | | | | | $ | 9,957 | |
| | | | | | | | | | | | | | | | |
Earnings per share (Per-GAAP) | | | | | | | | | | | | | | | | |
Diluted | | | | | | | | | | | | | | $ | 0.21 | |
| | | | | | | | | | | | | | | | |
| | | | |
Adjustments to reconcile net income to adjusted net income: | | | | | | | | | | | | | | | | |
| | | | |
Amortization of acquisition related intangible assets | | | 1,120 | | | | — | | | | (314 | ) | | | 806 | |
| | | | |
Amortization of debt discount | | | — | | | | 2,021 | | | | (707 | ) | | | 1,314 | |
| | | | | | | | | | | | | | | | |
Adjusted (Non-GAAP) | | | | | | | | | | | | | | $ | 12,077 | |
| | | | | | | | | | | | | | | | |
Diluted shares used in computing earnings per share | | | | | | | | | | | | | | | 47,093 | |
| | | | | | | | | | | | | | | | |
Adjusted earnings per share (Non-GAAP) | | | | | | | | | | | | | | | | |
Diluted | | | | | | | | | | | | | | $ | 0.26 | |
| | | | | | | | | | | | | | | | |
Note: Included in GAAP and non-GAAP adjusted net income was approximately $2.4 million, net of tax, non-cash share-based compensation expense and $1.3 million loss, net of tax, in fair value associated with the investment in Eris. Excluding share based compensation expense, both GAAP and non-GAAP adjusted diluted EPS would have increased by an additional $0.05 per share and excluding loss in fair value, both GAAP and non-GAAP adjusted diluted EPS would have increased by an additional $0.03 per share.
DIODES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED RECONCILIATION OF NET INCOME TO ADJUSTED NET INCOME – Cont.
(in thousands, except per share data)
(unaudited)
For the nine months ended September 30, 2012:
| | | | | | | | | | | | | | | | |
| | Operating Expenses | | | Other Income (Expense) | | | Income Tax Provision | | | Net Income | |
Per-GAAP | | | | | | | | | | | | | | $ | 20,077 | |
| | | | | | | | | | | | | | | | |
Earnings per share (Per-GAAP) | | | | | | | | | | | | | | | | |
Diluted | | | | | | | | | | | | | | $ | 0.43 | |
| | | | | | | | | | | | | | | | |
Adjustments to reconcile net income to adjusted net income: | | | | | | | | | | | | | | | | |
| | | | |
Amortization of acquisition related intangible assets | | | 2,198 | | | | — | | | | (549 | ) | | | 1,649 | |
| | | | |
Gain on sale of assets | | | (3,452 | ) | | | — | | | | 735 | | | | (2,717 | ) |
| | | | | | | | | | | | | | | | |
Adjusted (Non-GAAP) | | | | | | | | | | | | | | $ | 19,009 | |
| | | | | | | | | | | | | | | | |
Diluted shares used in computing earnings per share | | | | | | | | | | | | | | | 46,901 | |
| | | | | | | | | | | | | | | | |
Adjusted earnings per share (Non-GAAP) | | | | | | | | | | | | | | | | |
Diluted | | | | | | | | | | | | | | $ | 0.41 | |
| | | | | | | | | | | | | | | | |
Note: Included in GAAP and non-GAAP adjusted net income was approximately $6.9 million, net of tax, non-cash share-based compensation expense. Excluding this expense, both GAAP and non-GAAP adjusted diluted EPS would have increased by an additional $0.15 per share.
DIODES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED RECONCILIATION OF NET INCOME TO ADJUSTED NET INCOME – Cont.
(in thousands, except per share data)
(unaudited)
For the nine months ended September 30, 2011:
| | | | | | | | | | | | | | | | |
| | Operating Expenses | | | Other Income (Expense) | | | Income Tax Provision | | | Net Income | |
Per-GAAP | | | | | | | | | | | | | | $ | 47,622 | |
| | | | | | | | | | | | | | | | |
Earnings per share (Per-GAAP) | | | | | | | | | | | | | | | | |
Diluted | | | | | | | | | | | | | | $ | 1.02 | |
| | | | | | | | | | | | | | | | |
Adjustments to reconcile net income to adjusted net income: | | | | | | | | | | | | | | | | |
| | | | |
Amortization of acquisition related intangible assets | | | 3,408 | | | | — | | | | (954 | ) | | | 2,454 | |
| | | | |
Amortization of debt discount | | | — | | | | 6,032 | | | | (2,111 | ) | | | 3,921 | |
| | | | | | | | | | | | | | | | |
Adjusted (Non-GAAP) | | | | | | | | | | | | | | $ | 53,997 | |
| | | | | | | | | | | | | | | | |
Diluted shares used in computing earnings per share | | | | | | | | | | | | | | | 46,875 | |
| | | | | | | | | | | | | | | | |
Adjusted earnings per share (Non-GAAP) | | | | | | | | | | | | | | | | |
Diluted | | | | | | | | | | | | | | $ | 1.15 | |
| | | | | | | | | | | | | | | | |
Note: Included in GAAP and non-GAAP adjusted net income was approximately $6.6 million, net of tax, non-cash share-based compensation expense and $1.3 million loss, net of tax, in fair value associated with the investment in Eris. Excluding share based compensation expense, both GAAP and non-GAAP adjusted diluted EPS would have increased by an additional $0.15 per share and excluding loss in fair value, both GAAP and non-GAAP adjusted diluted EPS would have increased by an additional $0.03 per share.
ADJUSTED NET INCOME (Non-GAAP)
This measure consists of generally accepted accounting principles (“GAAP”) net income, which is then adjusted solely for the purpose of adjusting for amortization of acquisition related intangible assets, gain on sale of assets and amortization of debt discount, as discussed below. Excluding gain on sale of assets provides investors with a better depiction of the Company’s operating results and provides a more informed baseline for modeling future earnings expectations. Excluding the amortization of acquisition related intangible assets and amortization of debt discount allows for comparison of the Company’s current and historic operating performance. The Company excludes the above listed items to evaluate the Company’s operating performance, to develop budgets, to determine incentive compensation awards and to manage cash expenditures. Presentation of the above non-GAAP measures allows investors to review the Company’s results of operations from the same viewpoint as the Company’s management and Board of Directors. The Company has historically provided similar non-GAAP financial measures to provide investors an enhanced understanding of its operations, facilitate investors’ analyses and comparisons of its current and past results of operations and provide insight into the prospects of its future performance. The Company also believes the non-GAAP measures are useful to investors because they provide additional information that research analysts use to evaluate semiconductor companies. These non-GAAP measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results and may differ from measures used by other companies. The Company recommends a review of net income on both a GAAP basis and non-GAAP basis be performed to get a comprehensive view of the Company’s results. The Company provides a reconciliation of GAAP net income to non-GAAP adjusted net income.
Amortization of acquisition related intangible assets –The Company excluded the amortization of its acquisition related intangible assets including developed technologies and customer relationships. The fair value of the acquisition related intangible assets, which was allocated to the assets through purchase accounting, is amortized using straight-line methods which approximate the proportion of future cash flows estimated to be generated each period over the estimated useful lives of the applicable assets. The Company believes the exclusion of the amortization expense of acquisition related assets is appropriate as a significant portion of the purchase price for its acquisitions was allocated to the intangible assets that have short lives and exclusion of the amortization expense allows comparisons of operating results that are consistent over time for both the Company’s newly acquired and long-held businesses. In addition, the Company excluded the amortization expense as there is significant variability and unpredictability across other companies with respect to this expense.
Gain on sale of assets –The Company excluded the gain recorded for the sale of certain assets. During the first quarter 2012, the Company sold an intangible asset located in Europe and this gain was excluded from management’s assessment of the Company’s core operating performance as this long-lived asset was a non-core intellectual asset. During the second quarter 2012, the Company sold a building located in Taiwan and this gain was excluded from management’s assessment of the Company’s core operating performance. The Company believes the exclusion of the gain on sale of these assets provides investors an enhanced view of gains the Company may incur from time to time and facilitates comparisons with results of other periods that may not reflect such gains.
Amortization of debt discount –The Company excluded the amortization of debt discount on its 2.25% Convertible Senior Notes (“Notes”). This amortization was excluded from management’s assessment of the Company’s core operating performance. Although the amortization of debt discount was recurring in nature, the expected life of the Notes was five years as that was the earliest date in which the Notes could be put back to the Company at par value. The amortization period ended October 1, 2011, therefore the Company no longer records amortization of debt discount.
ADJUSTED EARNINGS PER SHARE (Non-GAAP)
This non-GAAP financial measure is the portion of the Company’s GAAP net income assigned to each share of stock, excluding amortization of acquisition related intangible assets, gain on sale of assets and amortization of debt discount as described above. Excluding gain on sale of assets provides investors with a better depiction of the Company’s operating results and provides a more informed baseline for modeling future earnings expectations, as described in further detail above. Excluding the amortization of acquisition related intangible assets and amortization of debt discount allows for comparison of the Company’s current and historic operating performance, as described in further detail above. This non-GAAP measure should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results and may differ from measures used by other companies. The Company recommends a review of diluted earnings per share on both a GAAP basis and non-GAAP basis be performed to obtain a comprehensive view of the Company’s results. Information on how these share calculations are made is included in the reconciliation tables provided.
CASH FLOW ITEMS
Free cash flow (FCF) (Non-GAAP)
FCF for third quarter 2012 is a non-GAAP financial measure, which is calculated by taking cash flow from operations less capital expenditures. For third quarter 2012, the amount was a negative ($1.0) million ($17.6 million less (-) $18.6 million). FCF represents the cash and cash equivalents that we are able to generate after taking into account cash outlays required to maintain or expand property, plant and equipment. FCF is important because it allows us to pursue opportunities to develop new products, make acquisitions and reduce debt.
DIODES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED RECONCILIATION OF NET INCOME TO EBITDA
EBITDA represents earnings before net interest expense, income tax provision, depreciation and amortization. Management believes EBITDA is useful to investors because it is frequently used by securities analysts, investors and other interested parties, such as financial institutions in extending credit, in evaluating companies in our industry and provides further clarity on our profitability. In addition, management uses EBITDA, along with other GAAP measures, 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, operating in different income tax jurisdictions, and accounting effects of capital spending, including the impact of our asset base, which can differ depending on the book value of assets and the accounting methods used to compute depreciation and amortization expense. EBITDA is not a recognized measurement under 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 used by other companies. For example, our EBITDA takes into account all net interest expense, income tax provision, depreciation and amortization without taking into account any attributable to noncontrolling interest.Furthermore, EBITDA is not intended to be a measure of free cash flow for management’s discretionary use, as it does not consider certain cash requirements such as tax and debt service payments.
The following table provides a reconciliation of net income to EBITDA(in thousands, unaudited):
| | | | | | | | |
| | Three Months Ended September 30, | |
| | 2012 | | | 2011 | |
Net income (per-GAAP) | | $ | 8,553 | | | $ | 9,957 | |
Plus: | | | | | | | | |
Interest expense, net (1) | | | (22 | ) | | | 2,758 | |
Income tax provision | | | 509 | | | | 359 | |
Depreciation and amortization | | | 15,758 | | | | 16,088 | |
| | | | | | | | |
EBITDA (Non-GAAP) | | $ | 24,798 | | | $ | 29,162 | |
| | | | | | | | |
| |
| | Nine Months Ended September 30, | |
| | 2012 | | | 2011 | |
Net income (per-GAAP) | | $ | 20,077 | | | $ | 47,622 | |
Plus: | | | | | | | | |
Interest expense, net (2) | | | (15 | ) | | | 8,206 | |
Income tax provision | | | 1,983 | | | | 9,912 | |
Depreciation and amortization | | | 47,121 | | | | 45,049 | |
| | | | | | | | |
EBITDA (Non-GAAP) | | $ | 69,166 | | | $ | 110,789 | |
| | | | | | | | |
(1) | Includes $0.0 and $2.0 million for the three months ended September 30, 2012 and 2011, respectively, of amortization of debt discount. |
(2) | Includes $0.0 million and $6.0 million for the nine months ended September 30, 2012 and 2011, respectively, of amortization of debt discount. |
DIODES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
ASSETS
(in thousands)
| | | | | | | | |
| | September 30, 2012 | | | December 31, 2011 | |
| | (unaudited) | | | | |
CURRENT ASSETS | | | | | | | | |
Cash and cash equivalents | | $ | 168,266 | | | $ | 129,510 | |
Accounts receivable, net | | | 157,001 | | | | 132,408 | |
Inventories | | | 158,116 | | | | 140,337 | |
Deferred income taxes, current | | | 6,217 | | | | 5,450 | |
Prepaid expenses and other | | | 28,910 | | | | 19,093 | |
| | | | | | | | |
Total current assets | | | 518,510 | | | | 426,798 | |
| | | | | | | | |
PROPERTY, PLANT AND EQUIPMENT, net | | | 246,578 | | | | 225,393 | |
| | |
DEFERRED INCOME TAXES, non current | | | 26,863 | | | | 26,863 | |
| | |
OTHER ASSETS | | | | | | | | |
Goodwill | | | 77,738 | | | | 67,818 | |
Intangible assets, net | | | 40,078 | | | | 24,197 | |
Other | | | 13,400 | | | | 21,995 | |
| | | | | | | | |
Total assets | | $ | 923,167 | | | $ | 793,064 | |
| | | | | | | | |
DIODES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
LIABILITIES AND EQUITY
(in thousands, except share data)
| | | | | | | | |
| | September 30, 2012 | | | December 31, 2011 | |
| | (unaudited) | | | | |
CURRENT LIABILITIES | | | | | | | | |
Lines of credit | | $ | 7,101 | | | $ | 8,000 | |
Accounts payable | | | 87,120 | | | | 66,063 | |
Accrued liabilities | | | 39,116 | | | | 30,793 | |
Income tax payable | | | — | | | | 4,855 | |
| | | | | | | | |
Total current liabilities | | | 133,337 | | | | 109,711 | |
| | | | | | | | |
LONG-TERM DEBT, net of current portion | | | 43,059 | | | | 2,857 | |
CAPITAL LEASE OBLIGATIONS, net of current portion | | | 861 | | | | 1,082 | |
OTHER LONG-TERM LIABILITIES | | | 35,347 | | | | 30,699 | |
| | | | | | | | |
Total liabilities | | | 212,604 | | | | 144,349 | |
| | | | | | | | |
COMMITMENTS AND CONTINGENCIES | | | | | | | | |
| | |
EQUITY | | | | | | | | |
Diodes Incorporated stockholders’ equity | | | | | | | | |
Preferred stock - par value $1.00 per share; 1,000,000 shares authorized; no shares issued or outstanding | | | — | | | | — | |
Common stock - par value $0.66 2/3 per share; 70,000,000 shares authorized; 45,998,878 and 45,432,252 issued and outstanding at September 30, 2012 and December 31, 2011, respectively | | | 30,667 | | | | 30,423 | |
Additional paid-in capital | | | 275,198 | | | | 263,455 | |
Retained earnings | | | 395,721 | | | | 375,644 | |
Accumulated other comprehensive loss | | | (34,072 | ) | | | (35,762 | ) |
| | | | | | | | |
Total Diodes Incorporated stockholders’ equity | | | 667,514 | | | | 633,760 | |
| | | | | | | | |
Noncontrolling interest | | | 43,049 | | | | 14,955 | |
| | | | | | | | |
Total equity | | | 710,563 | | | | 648,715 | |
Total liabilities and equity | | $ | 923,167 | | | $ | 793,064 | |
| | | | | | | | |