10-Q 1 diod-10q_20180930.htm 10-Q diod-10q_20180930.htm

29.9

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2018

Or

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

For the transition period from                      to                     .

Commission file number: 002-25577

 

DIODES INCORPORATED

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

95-2039518

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification Number)

 

4949 Hedgcoxe Road, Suite 200

Plano, Texas

 

75024

(Address of principal executive offices)

 

(Zip code)

(972) 987-3900

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes      No  

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes      No  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

 

Large accelerated filer

 

  

Accelerated filer

 

 

 

 

 

Non-accelerated filer

 

  

  

Smaller reporting company

 

 

 

 

 

 

 

 

Emerging growth company

 

 

 

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes       No  

The number of shares of the registrant’s Common Stock outstanding as of November 2, 2018 was 50,220,853.

 

 

 


 

 

Table of Contents

 

 

 

 

 


PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

DIODES INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

 

September 30,

 

 

December 31,

 

 

2018

 

 

2017

 

 

(Unaudited)

 

 

 

 

 

Assets

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

$

150,274

 

 

$

203,820

 

Short-term investments

 

7,280

 

 

 

4,558

 

Accounts receivable, net of allowances of $3,480 and $4,480 at

  September 30, 2018 and December 31, 2017, respectively

 

228,065

 

 

 

200,112

 

Inventories

 

219,146

 

 

 

216,506

 

Prepaid expenses and other

 

42,804

 

 

 

37,328

 

Total current assets

 

647,569

 

 

 

662,324

 

Property, plant and equipment, net

 

454,086

 

 

 

459,169

 

Deferred income tax

 

44,000

 

 

 

40,580

 

Goodwill

 

132,910

 

 

 

134,187

 

Intangible assets, net

 

142,487

 

 

 

156,445

 

Other

 

46,732

 

 

 

35,968

 

Total assets

$

1,467,784

 

 

$

1,488,673

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Line of credit

$

12,283

 

 

$

1,008

 

Accounts payable

 

117,118

 

 

 

108,001

 

Accrued liabilities and other

 

92,039

 

 

 

99,301

 

Income tax payable

 

14,145

 

 

 

18,216

 

Current portion of long-term debt

 

26,285

 

 

 

20,636

 

Total current liabilities

 

261,870

 

 

 

247,162

 

Long-term debt, net of current portion

 

139,987

 

 

 

247,492

 

Deferred tax liabilities

 

26,308

 

 

 

25,176

 

Other long-term liabilities

 

87,168

 

 

 

94,925

 

Total liabilities

 

515,333

 

 

 

614,755

 

 

 

 

 

 

 

 

 

Commitments and contingencies (See Note 8)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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;

  50,190,959 and 49,130,090, issued and outstanding at September 30, 2018

  and December 31, 2017,  respectively

 

34,433

 

 

 

33,727

 

Additional paid-in capital

 

395,412

 

 

 

386,338

 

Retained earnings

 

607,189

 

 

 

532,687

 

Treasury stock, at cost, 1,457,206 shares held at September 30, 2018

  and December 31, 2017

 

(37,768

)

 

 

(37,768

)

Accumulated other comprehensive loss

 

(91,598

)

 

 

(83,480

)

Total stockholders' equity

 

907,668

 

 

 

831,504

 

Noncontrolling interest

 

44,783

 

 

 

42,414

 

Total equity

 

952,451

 

 

 

873,918

 

Total liabilities and stockholders' equity

$

1,467,784

 

 

$

1,488,673

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

-3-


 

DIODES INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per share data)

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

September 30,

 

 

September 30,

 

 

2018

 

 

 

 

2017

 

 

2018

 

 

2017

 

Net sales

$

320,946

 

 

 

 

$

285,247

 

 

$

899,543

 

 

$

785,774

 

Cost of goods sold

 

205,732

 

 

 

 

 

188,900

 

 

 

578,466

 

 

 

525,377

 

Gross profit

 

115,214

 

 

 

 

 

96,347

 

 

 

321,077

 

 

 

260,397

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

42,475

 

 

 

 

 

43,525

 

 

 

131,778

 

 

 

122,912

 

Research and development

 

22,549

 

 

 

 

 

20,379

 

 

 

64,799

 

 

 

58,215

 

Amortization of acquisition related intangible assets

 

4,418

 

 

 

 

 

4,694

 

 

 

13,863

 

 

 

14,098

 

Impairment of fixed assets

 

-

 

 

 

 

 

1,993

 

 

 

-

 

 

 

1,993

 

Restructuring

 

-

 

 

 

 

 

2,039

 

 

 

206

 

 

 

6,108

 

Other operating (income) expense

 

(66

)

 

 

 

 

-

 

 

 

(191

)

 

 

169

 

Total operating expense

 

69,376

 

 

 

 

 

72,630

 

 

 

210,455

 

 

 

203,495

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from operations

 

45,838

 

 

 

 

 

23,717

 

 

 

110,622

 

 

 

56,902

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

474

 

 

 

 

 

389

 

 

 

1,431

 

 

 

992

 

Interest expense

 

(2,318

)

 

 

 

 

(3,561

)

 

 

(7,619

)

 

 

(10,493

)

Foreign currency loss, net

 

(655

)

 

 

 

 

(1,312

)

 

 

(3,384

)

 

 

(6,734

)

Other income

 

1,061

 

 

 

 

 

597

 

 

 

6,073

 

 

 

1,128

 

Total other expense

 

(1,438

)

 

 

 

 

(3,887

)

 

 

(3,499

)

 

 

(15,107

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes and noncontrolling interest

 

44,400

 

 

 

 

 

19,830

 

 

 

107,123

 

 

 

41,795

 

Income tax provision

 

13,190

 

 

 

 

 

5,052

 

 

 

31,726

 

 

 

11,651

 

Net income

 

31,210

 

 

 

 

 

14,778

 

 

 

75,397

 

 

 

30,144

 

Less net income attributable to noncontrolling interest

 

(302

)

 

 

 

 

(328

)

 

 

(895

)

 

 

(1,298

)

Net income attributable to common stockholders

$

30,908

 

 

 

 

$

14,450

 

 

$

74,502

 

 

$

28,846

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share attributable to common stockholders:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

$

0.62

 

 

 

 

$

0.29

 

 

$

1.50

 

 

$

0.59

 

Diluted

$

0.61

 

 

 

 

$

0.29

 

 

$

1.46

 

 

$

0.58

 

Number of shares used in earnings per share computation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

50,115

 

 

 

 

 

49,057

 

 

 

49,713

 

 

 

48,633

 

Diluted

 

51,077

 

 

 

 

 

50,416

 

 

 

50,883

 

 

 

50,061

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

 

-4-


 

DIODES INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(In thousands)

 

Three Months Ended

 

 

Nine Months Ended

 

 

September 30,

 

 

September 30,

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Net income

$

31,210

 

 

$

14,778

 

 

$

75,397

 

 

$

30,144

 

Unrealized (loss) gain on defined benefit plan, net of tax

 

(493

)

 

 

(1,135

)

 

 

7,208

 

 

 

(2,517

)

Unrealized gain on interest rate swap, net of tax

 

378

 

 

 

180

 

 

 

3,653

 

 

 

60

 

Unrealized foreign currency (loss) gain, net of tax

 

(9,848

)

 

 

8,249

 

 

 

(18,978

)

 

 

25,416

 

Comprehensive income

 

21,247

 

 

 

22,072

 

 

 

67,280

 

 

 

53,103

 

Less: Comprehensive income attributable to noncontrolling interest

 

(302

)

 

 

(328

)

 

 

(895

)

 

 

(1,298

)

Total comprehensive income attributable to common stockholders

$

20,945

 

 

$

21,744

 

 

$

66,385

 

 

$

51,805

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

 

-5-


 

DIODES INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

 

 

Nine Months Ended

 

 

September 30,

 

 

2018

 

 

2017

 

Cash flows from operating activities

$

123,928

 

 

$

106,340

 

 

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

 

 

Acquisition net of cash acquired

 

(41

)

 

 

-

 

Purchases of property, plant and equipment

 

(72,159

)

 

 

(81,877

)

Purchases of short-term investments

 

(13,959

)

 

 

(9,744

)

Proceeds from maturity of short-term investments

 

10,831

 

 

 

27,891

 

Other

 

1,235

 

 

 

(1,238

)

Net cash and cash equivalents used in investing activities

 

(74,093

)

 

 

(64,968

)

 

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

 

Advances on lines of credit and short-term debt

 

9,151

 

 

 

2,383

 

Taxes paid related to net share settlement

 

(11,056

)

 

 

(277

)

Proceeds from long-term debt

 

304,656

 

 

 

7,500

 

Repayments of long-term debt

 

(408,863

)

 

 

(109,607

)

Net proceeds from issuance of common stock

 

4,861

 

 

 

6,880

 

Proceeds from and repayment of capital lease obligation

 

1,489

 

 

 

(533

)

Dividend distribution to noncontrolling interest

 

(2,694

)

 

 

(5,754

)

Capital contribution from noncontrolling interest

 

5,263

 

 

 

-

 

Other

 

(764

)

 

 

1,562

 

Net cash and cash equivalents used in financing activities

 

(97,957

)

 

 

(97,846

)

 

 

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

(6,039

)

 

 

9,415

 

Change in cash and cash equivalents, including restricted cash

 

(54,161

)

 

 

(47,059

)

Cash and cash equivalents, beginning of period, including restricted cash

 

205,262

 

 

 

249,712

 

Cash and cash equivalents, end of period, including restricted cash

$

151,101

 

 

$

202,653

 

 

 

 

 

 

 

 

 

Supplemental Cash Flow Information

 

 

 

 

 

 

 

Interest

$

7,661

 

 

$

10,063

 

Taxes

$

29,435

 

 

$

28,808

 

 

 

 

 

 

 

 

 

Non-cash investing and financing activities:

 

 

 

 

 

 

 

Decrease/(increase) in accounts payable related to the purchase of

      property, plant and equipment

$

8,093

 

 

$

(10,919

)

Increase in dividend accrued for noncontrolling interest

$

-

 

 

$

1,000

 

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets to the total of the same such amounts shown above:

 

Nine Months Ended

 

September 30,

 

2018

 

2017

Current assets:

 

 

 

Cash and cash equivalents

$150,274

 

$201,226

Restricted cash (included in other current assets)

827

 

1,427

Total cash, cash equivalents and restricted cash

$151,101

 

$202,653

The accompanying notes are an integral part of these condensed consolidated financial statements.

-6-


 

 

DIODES INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

NOTE 1 – Nature of Operations, Basis of Presentation and Recently Issued Accounting Pronouncements

Nature of Operations

Diodes Incorporated, together with its subsidiaries (collectively, the “Company,” “we” or “our”) (Nasdaq: DIOD), is a leading global manufacturer and supplier of high-quality, application-specific standard products within the broad discrete, logic, analog and mixed-signal semiconductor markets. We serve the consumer electronics, computing, communications, industrial, and automotive markets. Our products include diodes, rectifiers, transistors, MOSFETs, protection devices, function-specific arrays, single gate logic, amplifiers and comparators, Hall-effect and temperature sensors, power management devices, including LED drivers, AC-DC converters and controllers, 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. Our corporate headquarters and Americas’ sales office are located in Plano, Texas and Milpitas, California. Design, marketing, and engineering centers are located in Plano; Milpitas; Taipei, Taoyuan City and Zhubei City, Taiwan; Manchester, England; and Neuhaus, Germany. Our wafer fabrication facilities are located in Manchester and in Shanghai, China. We have assembly and test facilities located in Shanghai, Jinan and Chengdu, China, as well as in Hong Kong, Neuhaus and Taipei. Additional engineering, research and development, sales, warehouse, and logistics offices are located in Taipei; Hong Kong; Manchester; Shanghai; Shenzhen, Yangzhou, China; Seongnam-si, South Korea; and Munich, Germany; and Tokyo, Japan, with support offices throughout the world.

Basis of Presentation

The condensed consolidated financial data at December 31, 2017 is derived from audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2017 filed with the Securities and Exchange Commission (“SEC”) on February 20, 2018 (“Form 10-K”). The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q. They do not include all information and footnotes necessary for a fair presentation of financial position, operating results and cash flows in conformity with GAAP for complete financial statements. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes contained in our Form 10-K.  All significant intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, all adjustments (consisting of normal recurring adjustments and accruals) considered necessary for a fair presentation of the operating results for the period presented have been included in the interim period. Operating results for the three and nine months ended September 30, 2018 are not necessarily indicative of the results that may be expected for other interim periods or the year ending December 31, 2018.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates. As permitted under GAAP, interim accounting for certain expenses, including income taxes, are based on full year forecasts. For interim financial reporting purposes, income taxes are recorded based upon estimated annual effective income tax rates taking into consideration discrete items occurring in a quarter.

Dollar amounts and share amounts are presented in thousands, except per share amounts, unless otherwise noted. Certain prior year’s balances have been reclassified to conform to the current financial statement presentation.

Recently Issued Accounting Pronouncements

 

The Financial Accounting Standards Board (“FASB”) issued the following Accounting Standards Updates (“ASU”) which could have potential impact on the Company’s financial statements:   

Recently Adopted Standards

ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) - On January 1, 2018, we adopted the comprehensive new revenue recognition standard issued by the FASB.  This standard is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This standard sets forth a five-step revenue recognition model which replaces the previous revenue recognition guidance in its entirety and is intended to eliminate numerous industry-specific pieces of revenue recognition guidance.  The adoption of this standard did not have a material impact on our condensed consolidated financial

-7-


 

position, reported revenue, results of operations or cash flows as of and for the three or nine months ended September 30, 2018. See Note 7 for our expanded revenue disclosures required by the new standard.

ASU No. 2016-18, Statement of Cash Flows – Restricted Cash (Topic 230) – In November 2016, the FASB issued guidance on the presentation of restricted cash which requires that on the statement of cash flows, amounts generally described as restricted cash or restricted cash equivalents should be included within the beginning and ending balances of cash and cash equivalents. We adopted this guidance in the first quarter of 2018 on a retrospective basis. As a result, restricted cash amounts that have historically been included in prepaid expenses on our consolidated balance sheets are now included with cash and cash equivalents on the consolidated statements of cash flows. As of September 30, 2018 and December 31, 2017 we had restricted cash of approximately $0.8 million and $1.4 million, respectively. Restricted cash is pledged as collateral when we enter into agreements with banks for certain banking facilities.

Standards Effective in Future Years

ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”) - In February 2016, the FASB issued ASU 2016-02, which amends the accounting treatment for leases and requires, among other things,  lessees to recognize a right-of-use asset and lease liability for most lease arrangements . The amendments are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The ASU will become effective for the Company for interim and annual reporting periods in fiscal years beginning after December 15, 2018.  The standard offers a number of practical expedients for transition and certain expedients specific to lessees or lessors.  Both lessees and lessors are permitted to make an election to apply a package of practical expedients available for implementation under the standard.  For transition, the Company will recognize all effects of transition in the beginning of the adoption reporting period on January 1, 2019. We do not expect to elect the use-of-hindsight or land easement practical expedients, the latter not being applicable to us.

The Company will continue its implementation work of ASU 2016-02 in 2018, including enhancements to the Company’s internal control framework, accounting systems and related documentation surrounding its lease accounting processes and the preparation of any additional disclosures that will be required.

ASU 2018-10, Codification Improvements to Topic 842, Leases (“ASU 2016-02”) - In July 2018 the FASB issued ASU 2018-10, to add clarity to certain areas within ASU 2016-02. The effective date and transition requirements will be the same as ASU 2016-02. The Company will evaluate and adopt this ASU in conjunction with ASU 2016-02.

ASU 2018-11, Leases (Topic 842): Targeted Improvements (“ASU 2018-11”) - In July 2018, the FASB issued ASU 2018-11, which now allows entities the option of recognizing the cumulative effect of applying the new standard as an adjustment to the opening balance of retained earnings in the year of adoption (January 1, 2019) while continuing to present all prior periods under previous lease accounting guidance. The Company will adopt this standard on January 1, 2019.

ASU No. 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting ("ASU 2018-07") - In June 2018, the FASB issued ASU 2018-07, which simplifies several aspects of the accounting for nonemployee share-based payment transactions resulting from expanding the scope of Topic 718, Compensation—Stock Compensation, to include share-based payment transactions for acquiring goods and services from nonemployees. ASU 2018-07 is effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. We are currently assessing the effect this guidance may have on our consolidated financial statements and disclosures.       

ASU 2018-13, Changes to Disclosure Requirements for Fair Value Measurements (“ASU 2018-13”) - In August 2018, the FASB issued ASU 2018-13 which is part of the disclosure framework project and eliminates certain disclosure requirements for fair value measurements, requires entities to disclose new information, and modifies existing disclosure requirements. The new guidance is effective after December 15, 2019. Early adoption is permitted. The Company is currently evaluating the impact this change will have on its consolidated financial statements and disclosures.

ASU 2018-14, Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans ("ASU No. 2018-14"). In August 2018, the FASB issued ASU No. 2018-14, which is part of the FASB's broader disclosure framework project, and modifies and supplements the current U.S. GAAP annual disclosure requirements for employers that sponsor defined benefit pension plans. ASU No. 2018-14 is effective for the year ending December 31, 2020, with early adoption permitted. ASU No. 2018-14 must be adopted on a retroactive basis and applied to each comparative period presented in an entity's financial statements. We are evaluating the potential impact of adopting ASU No. 2018-14; however, we do not currently expect it to have a material impact on our consolidated financial statements and disclosures.

-8-


 

NOTE 2 – Earnings per Share

Earnings per share (“EPS”) is calculated by dividing net income attributable to common stockholders by the weighted-average number of shares of Common Stock outstanding during the period. Diluted EPS is calculated similarly but includes potential dilution from the exercise of stock options and stock awards, except when the effect would be anti-dilutive.  

The table below sets forth the reconciliation between net income and the weighted average shares outstanding used for calculating basic and diluted EPS:

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

September 30,

 

 

September 30,

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Earnings (numerator)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to common stockholders

$

30,908

 

 

$

14,450

 

 

$

74,502

 

 

$

28,846

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares (denominator)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding (basic)

 

50,115

 

 

 

49,057

 

 

 

49,713

 

 

 

48,633

 

Dilutive effect of stock options and stock awards outstanding

 

962

 

 

 

1,359

 

 

 

1,170

 

 

 

1,428

 

Adjusted weighted average common shares outstanding (diluted)

 

51,077

 

 

 

50,416

 

 

 

50,883

 

 

 

50,061

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share attributable to common stockholders

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

$

0.62

 

 

$

0.29

 

 

$

1.50

 

 

$

0.59

 

Diluted

$

0.61

 

 

$

0.29

 

 

$

1.46

 

 

$

0.58

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock options and stock awards excluded from EPS

  calculation because the effect would be anti-dilutive

 

-

 

 

 

651

 

 

 

94

 

 

 

704

 

 

 

-9-


 

NOTE 3 – Inventories

The table below sets forth inventories which are stated at the lower of cost or net realizable value:

 

 

September 30, 2018

 

 

December 31, 2017

 

Finished goods

$

62,004

 

 

$

81,194

 

Work-in-progress

 

57,504

 

 

 

52,578

 

Raw materials

 

99,638

 

 

 

82,734

 

Total

$

219,146

 

 

$

216,506

 

 

 

NOTE 4 – Goodwill and Intangible Assets

The table below sets forth the changes in goodwill:

 

Balance at December 31, 2017

$

134,187

 

ERIS acquisition of Yea Shin Technology Corporation

 

559

 

Foreign currency translation adjustment

 

(1,836

)

Balance at September 30, 2018

$

132,910

 

The table below sets forth the value of intangible assets, other than goodwill:

 

September 30,

 

 

December 31,

 

 

2018

 

 

2017

 

Intangible assets subject to amortization:

 

 

 

 

 

 

 

Gross carrying amount

$

238,867

 

 

$

234,533

 

Accumulated amortization

 

(101,923

)

 

 

(88,059

)

Foreign currency translation adjustment

 

(8,265

)

 

 

(8,249

)

Total

 

128,679

 

 

 

138,225

 

Intangible assets with indefinite lives:

 

 

 

 

 

 

 

Gross carrying amount

 

14,883

 

 

 

19,217

 

Foreign currency translation adjustment

 

(1,075

)

 

 

(997

)

Total

 

13,808

 

 

 

18,220

 

Total intangible assets, net

$

142,487

 

 

$

156,445

 

 

The table below sets forth amortization expense related to intangible assets subject to amortization:

 

Amortization expense

 

2018

 

 

2017

 

Three months ended September 30

 

$

4,418

 

 

$

4,694

 

Nine months ended September 30

 

$

13,863

 

 

$

14,098

 

 

NOTE 5 – Income Tax Provision

 

Tax Cuts and Jobs Act

 

The Tax Cuts and Jobs Act (the “Tax Act”) was enacted on December 22, 2017. The Tax Act reduced the U.S. federal corporate tax rate from 35% to 21% effective January 1, 2018, required companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred, provided an exemption from U.S. federal tax for dividends received from foreign subsidiaries, and created new taxes on certain foreign sourced earnings.  As of the completion of these financial statements and related disclosures, we have not completed our accounting for the tax effects of the Tax Act on our 2017 tax year.  We have not made any adjustments to the provisional tax expense of $45.9 million we recorded in the fourth quarter of 2017 to account for the tax effects of the Tax Act.  The Company expects to finalize the accounting for the effects of the Tax Act on the 2017 tax year no later than the fourth quarter of 2018, in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 118.  Future adjustments made to the provisional effects will be reported as a component of income tax expense from continuing operations in the reporting period in which any such adjustments are determined.

 

-10-


 

We incorporated the effects of the Tax Act into our 30.4% estimated annual effective tax rate for 2018.  As shown below, the actual 29.7% effective tax rate for the quarter ended September 30, 2018, varies from the estimated annual tax rate due to discrete items related to stock-based compensation activity during the quarter (accounted for under ASU 2016-09).    

The table below sets forth information related to our income tax expense:    

 

Three Months Ended

 

 

Nine Months Ended

 

 

September 30,

 

 

September 30,

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Domestic pre-tax loss

$

(7,267

)

 

$

(27,783

)

 

$

(11,289

)

 

$

(63,026

)

Foreign pre-tax income

$

51,667

 

 

$

47,613

 

 

$

118,412

 

 

$

104,821

 

Income tax provision

$

13,190

 

 

$

5,052

 

 

$

31,726

 

 

$

11,651

 

Effective tax rate

 

29.7

%

 

 

25.5

%

 

 

29.6

%

 

 

27.9

%

Impact of tax holidays on tax expense

$

638

 

 

$

(733

)

 

$

(104

)

 

$

(2,553

)

Earnings per share impact of tax holidays:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

$

(0.01

)

 

$

0.01

 

 

$

-

 

 

$

0.05

 

Diluted

$

(0.01

)

 

$

0.01

 

 

$

-

 

 

$

0.05

 

 

              The increase in the effective tax rate for the three and nine months ended September 30, 2018 when compared to the three and nine months ended September 30, 2017, is primarily attributable to the “GILTI” tax, which is a new tax on global intangible low-taxed income of non-U.S. subsidiaries that was created by the Tax Act and to which the Company is subject effective January 1, 2018.         

Our undistributed foreign earnings continue to be indefinitely reinvested in foreign operations, with limited exceptions related to earnings of European subsidiaries.  Any future distributions of foreign earnings will not be subject to additional U.S. income tax, but may be subject to non-U.S. withholding taxes.

We file income tax returns in the U.S. federal jurisdiction and in various state and foreign jurisdictions. We are no longer subject to U.S. federal income tax examinations by tax authorities for tax years before 2008, or for the 2010 and 2011 tax years.  We are no longer subject to China income tax examinations by tax authorities for tax years before 2007. With respect to state and local jurisdictions and countries outside of the U.S. (other than China), with limited exceptions, the Company is no longer subject to income tax audits for years before 2012. Although the outcome of tax audits is always uncertain, the Company believes that adequate amounts of tax, interest and penalties, if any, have been provided for in the Company’s reserve for any adjustments that may result from currently pending tax audits. The Company recognizes accrued interest and penalties related to unrecognized tax benefits in interest expense. As of September 30, 2018, the gross amount of unrecognized tax benefits was approximately $33.1 million. 

It is reasonably possible that the amount of the unrecognized benefit with respect to certain of the Company’s unrecognized tax positions will significantly increase or decrease within the next 12 months. At this time, an estimate of the range of the reasonably possible outcomes cannot be made.

NOTE 6 – Share-Based Compensation

The table below sets forth the line items where share-based compensation expense was recorded:

 

Three Months Ended

 

 

Nine Months Ended

 

 

September 30,

 

 

September 30,

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Cost of goods sold

$

96

 

 

$

152

 

 

$

267

 

 

$

462

 

Selling, general and administrative

 

3,993

 

 

 

4,050

 

 

 

13,477

 

 

 

11,348

 

Research and development

 

807

 

 

 

760

 

 

 

2,233

 

 

 

2,117

 

Total share-based compensation expense

$

4,896

 

 

$

4,962

 

 

$

15,977

 

 

$

13,927

 

-11-


 

 

The table below sets forth share-based compensation expense by type:

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

September 30,

 

 

September 30,

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Stock options

$

-

 

 

$

168

 

 

$

275

 

 

$

767

 

Share grants

 

4,896

 

 

 

4,794

 

 

 

15,702

 

 

 

13,160

 

Total share-based compensation expense

$

4,896

 

 

$

4,962

 

 

$

15,977

 

 

$

13,927

 

 

Stock Options. Approximately $4.9 million in cash proceeds was received from stock option exercises during the nine months ended September 30, 2018.

As of September 30, 2018, there was no unrecognized share-based compensation expense related to unvested stock options.  

Share Grants. Restricted stock awards and restricted stock units generally vest in equal annual installments over a four-year period.   We also have share grants that are performance based that vest upon achievement of certain performance criteria.  Our Chief Executive Officer had a grant of 600,000 performance-based stock units that vested upon the Company reaching $1.0 billion in revenue.  Based on the Company reaching approximately $1.1 billion in revenue in 2017, our Chief Executive Officer’s grant of 600,000 performance-based stock units were released to the Chief Executive Officer, upon filing of the Company’s Annual Report on Form 10-K, in February 2018.  The expense related to the 600,000 performance-based units was all recognized in previous periods. During the nine months ended September 30, 2018, we issued 639,755 stock awards.  This was primarily made up of the annual grant for officers, employees and directors.

As of September 30, 2018, total unrecognized share-based compensation expense related to share grants was approximately $39.9 million, before income taxes, and is expected to be recognized over a weighted average period of approximately 2.4 years.  

Stock Modification. During the nine months ended September 30, 2018 we modified previously granted stock option and stock awards for two corporate officers who retired.  The result of the modification was the acceleration of the vesting of 7,500 stock options and 79,720 stock awards for the corporate officers.  The incremental expense recorded for this modification was approximately $1.8 million, which was expensed in SG&A in the nine months ended September 30, 2018.

 

-12-


 

NOTE 7 – Segment Information and Revenue

Segment Reporting. For financial reporting purposes, we operate in a single segment, standard semiconductor products, through our various manufacturing and distribution facilities. We aggregate our products because the products are similar and have similar economic characteristics, use similar production processes and share the same customer type. Our primary operations include operations in Asia, North America and Europe. During the three and nine months ended September 30, 2018, one customer, a broad-based global distributor that sells to thousands of different end users, accounted for 10.2% and 10.5% or $32.7 million and $94.4 million, respectively, of our revenue.  The same customer accounted for 10.3%, or $29.3 million, of our revenue for the three months ended September 30, 2017.  No customer accounted for 10% or greater of our outstanding accounts receivable at September 30, 2018 or 2017.  No customer accounted for 10% or greater of our revenue for the nine months ended September 30, 2017.

 

The tables below set forth net sales based on the location of the subsidiary producing the net sale.

 

Three Months Ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2018

 

Asia

 

 

North America

 

 

Europe

 

 

Consolidated

 

Total sales

 

$

283,635

 

 

$

51,640

 

 

$

49,209

 

 

$

384,484

 

Intercompany elimination

 

 

(40,690

)

 

 

(8,773

)

 

 

(14,075

)

 

 

(63,538

)

Net sales

 

$

242,945

 

 

$

42,867

 

 

$

35,134

 

 

$

320,946

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2017

 

Asia

 

 

North America

 

 

Europe

 

 

Consolidated

 

Total sales

 

$

263,088

 

 

$

31,320

 

 

$

47,307

 

 

$

341,715

 

Intercompany elimination

 

 

(37,475

)

 

 

(4,061

)

 

 

(14,932

)

 

 

(56,468

)

Net sales

 

$

225,613

 

 

$

27,259

 

 

$

32,375

 

 

$

285,247