Delaware
|
95-2039518
|
|
(State
or other jurisdiction of
|
(I.R.S.
Employer
|
|
incorporation
or organization)
|
Identification
Number)
|
|
3050
East Hillcrest Drive
|
91362
|
|
Westlake
Village, California
|
||
(Address
of principal executive offices)
|
(Zip
code)
|
|
(805)
446-4800
|
||
(Registrant’s
telephone number, including area code)
|
December
31, 2005
|
December
31, 2006
|
||||||
CURRENT
ASSETS
|
(unaudited)
|
||||||
Cash
and equivalents
|
$
|
73,288,000
|
$
|
53,671,000
|
|||
Short-term
investments
|
40,348,000
|
45,806,000
|
|||||
Total
cash and short-term investments
|
113,636,000
|
99,477,000
|
|||||
Accounts
receivable
|
|||||||
Customers
|
48,348,000
|
54,611,000
|
|||||
Related
parties
|
6,804,000
|
6,107,000
|
|||||
55,152,000
|
60,718,000
|
||||||
Less:
Allowance for doubtful receivables
|
(534,000
|
)
|
(568,000
|
)
|
|||
54,618,000
|
60,150,000
|
||||||
Inventories
|
24,611,000
|
36,877,000
|
|||||
Deferred
income taxes, current
|
2,541,000
|
5,301,000
|
|||||
Prepaid
expenses and other current assets
|
5,326,000
|
5,978,000
|
|||||
Total
current assets
|
200,732,000
|
207,783,000
|
|||||
PROPERTY,
PLANT AND EQUIPMENT, at
cost, net of accumulated depreciation and
amortization
|
68,930,000
|
76,391,000
|
|||||
DEFERRED
INCOME TAXES, non
current
|
8,466,000
|
7,547,000
|
|||||
OTHER
ASSETS
|
|||||||
Equity
investment
|
5,872,000
|
-
|
|||||
Goodwill
|
5,090,000
|
24,383,000
|
|||||
Other
|
425,000
|
2,854,000
|
|||||
TOTAL
ASSETS
|
$
|
289,515,000
|
$
|
318,958,000
|
December
31,
|
March
31,
|
||||||
2005
|
2006
|
||||||
(unaudited)
|
|||||||
CURRENT
LIABILITIES
|
|||||||
Line
of credit
|
$
|
3,000,000
|
$
|
4,712,000
|
|||
Accounts
payable
|
|||||||
Trade
|
18,619,000
|
29,047,000
|
|||||
Related
parties
|
7,921,000
|
11,145,000
|
|||||
Accrued
liabilities
|
19,782,000
|
21,635,000
|
|||||
Current
portion of long-term debt
|
|||||||
Related
party
|
-
|
-
|
|||||
Other
|
4,621,000
|
1,937,000
|
|||||
Current
portion of capital lease obligations
|
138,000
|
139,000
|
|||||
Total
current liabilities
|
54,081,000
|
68,615,000
|
|||||
LONG-TERM
DEBT, net
of current portion
|
|||||||
Related
party
|
-
|
-
|
|||||
Other
|
4,865,000
|
4,679,000
|
|||||
CAPITAL
LEASE OBLIGATIONS,
net of current portion
|
1,618,000
|
1,568,000
|
|||||
MINORITY
INTEREST IN JOINT VENTURE
|
3,477,000
|
3,728,000
|
|||||
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; 25,258,119 and 25,516,788
shares
issued at December 31, 2005
and
March 31, 2006, respectively
|
16,839,000
|
17,007,000
|
|||||
Additional
paid-in capital
|
94,664,000
|
100,106,000
|
|||||
Retained
earnings
|
114,659,000
|
123,971,000
|
|||||
226,162,000 |
241,084,000
|
||||||
Less:
|
|||||||
Accumulated
other comprehensive loss
|
(688,000
|
)
|
(716,000
|
)
|
|||
|
|||||||
Total
stockholders' equity
|
225,474,000
|
240,368,000
|
|||||
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY
|
$
|
289,515,000
|
$
|
318,958,000
|
Three
Months Ended
|
||||||||||||||||
March
31,
|
||||||||||||||||
2005
|
2006
|
|||||||||||||||
Net
sales
|
$
|
48,600,000
|
$
|
73,589,000
|
||||||||||||
Cost
of goods sold
|
32,004,000
|
49,375,000
|
||||||||||||||
Gross
profit
|
16,596,000
|
24,214,000
|
||||||||||||||
Selling
and general administrative
expenses
|
6,692,000
|
11,284,000
|
||||||||||||||
Research
and development expenses
|
900,000
|
1,966,000
|
||||||||||||||
Loss
(gain) on fixed assets
|
(105,000
|
)
|
120,000
|
|||||||||||||
Total
operating expenses
|
7,487,000
|
13,370,000
|
||||||||||||||
Income
from operations
|
9,109,000
|
10,844,000
|
||||||||||||||
Other
income (expense)
|
||||||||||||||||
Interest
income
|
4,000
|
734,000
|
||||||||||||||
Interest
expense
|
(159,000
|
)
|
(140,000
|
)
|
||||||||||||
Other
|
(42,000
|
)
|
(207,000
|
)
|
||||||||||||
(197,000
|
)
|
387,000
|
||||||||||||||
Income
before income taxes and minority interest
|
8,912,000
|
11,231,000
|
||||||||||||||
Income
tax provision
|
(1,433,000
|
)
|
(1,690,000
|
)
|
||||||||||||
Income
before minority interest
|
7,479,000
|
9,541,000
|
||||||||||||||
Minority
interest in joint veture earnings
|
(239,000
|
)
|
(229,000
|
)
|
||||||||||||
Net
income
|
$
|
7,240,000
|
$
|
9,312,000
|
||||||||||||
Earnings
per share
|
||||||||||||||||
Basic
|
$
|
0.34
|
$
|
0.37
|
||||||||||||
Diluted
|
$
|
0.31
|
$
|
0.34
|
||||||||||||
Number
of shares used in computation
|
||||||||||||||||
Basic
|
21,326,865
|
25,348,986
|
||||||||||||||
Diluted
|
23,525,022
|
27,679,070
|
Three
Months Ended
|
|||||||
March
31,
|
|||||||
2005
|
2006
|
||||||
CASH
FLOWS FROM OPERATING ACTIVITIES
|
|||||||
Net
income
|
$
|
7,240,000
|
$
|
9,312,000
|
|||
Adjustments
to reconcile net income to net cash provided by operating
activities:
|
|||||||
Depreciation
and amortization
|
3,910,000
|
4,673,000
|
|||||
Minority
interest earnings
|
239,000
|
229,000
|
|||||
Share-based
compensation
|
-
|
1,891,000
|
|||||
Loss
(gain) on fixed assets
|
(105,000
|
)
|
120,000
|
||||
Changes
in operating assets:
|
|||||||
Accounts
receivable
|
(800,000
|
)
|
5,961,000
|
||||
Inventories
|
1,011,000
|
(5,216,000
|
)
|
||||
Prepaid
expenses and others
|
1,932,000
|
(127,000
|
)
|
||||
Deferred
income taxes
|
315,000
|
(1,841,000
|
)
|
||||
Changes
in operating liabilities:
|
|||||||
Accounts
payable
|
564,000
|
2,893,000
|
|||||
Accrued
liabilities
|
(2,162,000
|
)
|
(1,364,000
|
)
|
|||
Income
tax payable
|
(402,000
|
)
|
438,000
|
||||
Net
cash provided by operating activities
|
11,742,000
|
16,969,000
|
|||||
CASH
FLOWS FROM INVESTING ACTIVITIES
|
|||||||
Purchase
of property, plant and equipment
|
(2,786,000
|
)
|
(11,616,000
|
)
|
|||
Proceeds
from sale of property, plant and equipment
|
-
|
27,000
|
|||||
Purchase
of available-for-sale securities
|
-
|
(5,458,000
|
)
|
||||
Acquisitions,
net of cash acquired
|
(18,747,000
|
)
|
|||||
Net
cash used by investing activities
|
(2,786,000
|
)
|
(35,794,000
|
)
|
|||
CASH
FLOWS FROM FINANCING ACTIVITIES
|
|||||||
Repayments
of line of credit, net
|
(2,032,000
|
)
|
(1,052,000
|
)
|
|||
Net
proceeds from the issuance of common stock
|
763,000
|
1,246,000
|
|||||
Excess
tax benefits associated with share-based compensation
|
624,000
|
2,473,000
|
|||||
Proceeds
from long-term debt
|
1,170,000
|
-
|
|||||
Repayments
of long-term debt
|
(875,000
|
)
|
(3,382,000
|
)
|
|||
Repayments
of capital lease obligations
|
(51,000
|
)
|
(49,000
|
)
|
|||
Management
incentive reimbursement from LSC
|
375,000
|
-
|
|||||
Net
cash used by financing activities
|
(26,000
|
)
|
(764,000
|
)
|
|||
EFFECT
OF EXCHANGE RATE CHANGES ON CASH AND CASH
EQUIVALENTS
|
22,000
|
(28,000
|
)
|
||||
INCREASE
(DECREASE) IN CASH AND EQUIVALENTS
|
8,952,000
|
(19,617,000
|
)
|
||||
CASH,
BEGINNING OF PERIOD
|
18,970,000
|
73,288,000
|
|||||
CASH,
END OF PERIOD
|
$
|
27,922,000
|
$
|
53,671,000
|
Three
Months Ended
|
|||||||
March
31,
|
|||||||
SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION
|
2005
|
2006
|
|||||
Cash
paid during the year for:
|
|||||||
Interest
|
$
|
472,000
|
$
|
451,000
|
|||
Income
taxes
|
$
|
1,070,000
|
$
|
915,000
|
|||
Non-cash
activities:
|
|||||||
Tax
benefits related to stock options credited to paid-in
capital
|
$
|
1,312,000
|
$
|
2,473,000
|
|||
Property,
plant and equipment purchased on accounts payable
|
$
|
48,000
|
$
|
(1,690,000
|
)
|
||
The
Company purchased 99.81% of capital stock of Anachip
Corporation
for approximately $31 million (including approximately
$5.8
million paid in 2005). In conjunction with the acquisition,
liabilities
assumed were as follows:
|
|||||||
Fair
value of assets acquired
|
$
|
-
|
$
|
47,042,000
|
|||
Cash
paid for capital stock
|
$
|
-
|
$
|
(28,516,000
|
)
|
||
Increase
in accounts payable related to business acquisition
|
$
|
-
|
$
|
(2,488,000
|
)
|
||
Total
liabilities assumed
|
$
|
-
|
$
|
16,038,000
|
December
31,
|
March
31,
|
||||||
2005
|
2006
|
||||||
Finished
goods
|
$
|
14,722,000
|
$
|
23,899,000
|
|||
Work-in-progress
|
3,002,000
|
6,938,000
|
|||||
Raw
materials
|
9,534,000
|
11,137,000
|
|||||
27,258,000
|
41,974,000
|
||||||
Less:
reserves
|
(2,647,000
|
)
|
(5,097,000
|
)
|
|||
$
|
24,611,000
|
$
|
36,877,000
|
2003
|
|
2004
|
|
2005
|
|
March
31, 2006
|
|||||||
Expected
volatility
|
66.18
|
%
|
68.36
|
%
|
60.00
|
%
|
50.71
|
%
|
|||||
Expected
term (in years)
|
5.0
|
5.0
|
5.0
|
4.8
|
|||||||||
Risk-free
rate
|
3.31
|
%
|
3.64
|
%
|
3.85
|
%
|
4.39
|
%
|
|||||
Expected
forfeitures
|
2.77
|
%
|
2.64
|
%
|
2.54
|
%
|
2.56
|
%
|
Stock
options
|
Shares
(000)
|
Weighted
Average Exercise Price
|
Weighted
Average Remaining Contractual Term (yrs)
|
Aggregate
Intrinsic Value ($000)
|
|||||||||
Outstanding
at December 31, 2005
|
4,095
|
$
|
10.45
|
||||||||||
Granted
|
73
|
34.73
|
|||||||||||
Exercised
|
(239
|
)
|
5.41
|
||||||||||
Forfeited
or expired
|
(21
|
)
|
17.48
|
||||||||||
Outstanding
at March 31, 2006
|
3,908
|
$
|
11.19
|
6.8
|
$
|
118,435
|
|||||||
Exercisable
at March 31, 2006
|
2,335
|
$
|
6.61
|
5.5
|
$
|
81,462
|
Three
Months
Ended
March
31, 2005
|
||||
Net
income, as reported
|
$
|
7,240,000
|
||
Deduct:
Total stock-based compensation expense determined under fair value
based
method for all awards, net of tax benefits
|
(516,000
|
)
|
||
Pro
forma net income
|
$
|
6,724,000
|
||
Earnings
per share:
|
||||
Basic
|
||||
-
as reported
|
$
|
0.34
|
||
-
pro forma
|
$
|
0.31
|
||
Diluted
|
||||
-
as reported
|
$
|
0.31
|
||
-
pro forma
|
$
|
0.29
|
Far
East
|
|
North
America
|
|
Consolidated
Segments
|
||||||
March
31, 2005
|
||||||||||
Total
sales
|
$
|
52,715,000
|
$
|
21,370,000
|
$
|
74,085,000
|
||||
Inter-company
sales
|
(21,834,000
|
)
|
(3,651,000
|
)
|
(25,485,000
|
)
|
||||
Net
sales
|
$
|
30,881,000
|
$
|
17,719,000
|
$
|
48,600,000
|
||||
Property,
plant and equipment
|
$
|
47,315,000
|
$
|
12,128,000
|
$
|
59,443,000
|
||||
Assets
|
$
|
124,722,000
|
$
|
47,963,000
|
$
|
172,685,000
|
||||
Three
Months Ended
|
Far
East
|
|
|
North
America
|
|
|
Consolidated
Segments
|
|||
March
31, 2006
|
||||||||||
Total
sales
|
$
|
80,331,000
|
$
|
27,116,000
|
$
|
107,447,000
|
||||
Inter-company
sales
|
(29,208,000
|
)
|
(4,650,000
|
)
|
(33,858,000
|
)
|
||||
Net
sales
|
$
|
51,123,000
|
$
|
22,466,000
|
$
|
73,589,000
|
||||
Property,
plant and equipment
|
$
|
65,669,000
|
$
|
10,722,000
|
$
|
76,391,000
|
||||
Assets
|
$
|
192,748,000
|
$
|
126,210,000
|
$
|
318,958,000
|
Net
Sales
for
the three months
ended
March 31,
|
Percentage
of
net
sales
|
||||||||||||
2005
|
2006
|
2005
|
2006
|
||||||||||
(Dollars
in thousands)
|
|||||||||||||
China
|
$
|
12,684
|
$
|
25,569
|
26.1
|
%
|
34.7
|
%
|
|||||
Taiwan
|
16,563
|
18,271
|
34.1
|
%
|
24.8
|
%
|
|||||||
United
States
|
12,072
|
17,591
|
24.8
|
%
|
23.9
|
%
|
|||||||
All
Others
|
7,281
|
12,158
|
15.0
|
%
|
16.6
|
%
|
|||||||
Total
|
$
|
48,600
|
$
|
73,589
|
100.0
|
%
|
100.0
|
%
|
Original
Amount Disclosed in 2005 Form 10-K
|
Purchase
Adjustments
|
Total
Allocation
|
||||||||
(unaudited)
|
||||||||||
Current
assets
|
$
|
23,752,000
|
$
|
(724,000
|
)
|
$
|
23,028,000
|
|||
Fixed
assets/non-current
|
2,045,000
|
(11,000
|
)
|
2,034,000
|
||||||
Intangible
assets
|
0
|
|||||||||
Patents
and trademarks
|
2,269,000
|
167,000
|
2,436,000
|
|||||||
Computer
cost
|
246,000
|
4,000
|
250,000
|
|||||||
Goodwill
|
19,541,000
|
(247,000
|
)
|
19,294,000
|
||||||
Total
assets acquired
|
47,853,000
|
(811,000
|
)
|
47,042,000
|
||||||
Current
liabilities
|
(16,829,000
|
)
|
1,457,000
|
(15,372,000
|
)
|
|||||
Non-current
liabilities
|
(655,000
|
)
|
(11,000
|
)
|
(666,000
|
)
|
||||
Total
liabilities assumed
|
(17,484,000
|
)
|
1,446,000
|
(16,038,000
|
)
|
|||||
Total
purchase price
|
$
|
30,369,000
|
$
|
635,000
|
$
|
31,004,000
|
Three
months ended March 31, 2005
|
|||||||
As
reported
|
Pro
forma
|
||||||
Revenue
|
$
|
48,600,000
|
$
|
59,163,000
|
|||
Net
Income
|
7,240,000
|
7,506,000
|
|||||
Earnings
per share
|
|||||||
Basic
|
$
|
0.34
|
$
|
0.35
|
|||
Diluted
|
$
|
0.31
|
$
|
0.32
|
Ø
|
expanding
our manufacturing capacity, including establishing integrated
state-of-the-art packaging and testing facilities in Asia, in 1998
and
2004, and acquiring a wafer foundry in the United States in
2000;
|
Ø
|
expanding
our sales and marketing organization in Asia in order to address
the shift
of manufacturing of electronics products from the United States to
Asia;
|
Ø
|
establishing
our sales and marketing organization in Europe commencing in 2002;
and
|
Ø
|
expanding
the number of our field application engineers to design our products
into
specific end-user applications.
|
Ø
|
Since
1998, we have experienced increases in the demand for our products,
and
substantial pressure from our customers and competitors to reduce
the
selling price of our products. We expect future increases in net
income to
result primarily from increases in sales volume and improvements
in
product mix in order to offset reduced average selling prices of
our
products.
|
Ø
|
As
part of our growth strategy, in December 2005, we announced the
acquisition of Anachip, a fabless Taiwanese semiconductor company
focused
on the standard analog markets. The acquisition, which closed
on January
10, 2006, fits in the center of our long-term strategy. Anachip’s main
product focus is Power Management ICs. The analog devices they
produce are
used in LCD monitor/TV's, wireless LAN 802.11 access points,
brushless DC
motor fans, portable DVD players, datacom devices, ADSL modems,
TV/satellite set-top boxes, and power supplies. Anachip brings
a design
team with strong capabilities in a range of targeted analog and
power
management technologies. This acquisition also shows our disciplined
approach to making acquisitions. We paid approximately $31 million
to
acquire Anachip, which had power management IC revenues of approximately
$35 million in 2005. The acquisition was accretive to our first
quarter
2006 earnings, and is expected to be accretive to our full-year
2006
earnings.
|
Ø
|
In
2005 and first three months ended March 31, 2006, 15.3% and 23.3%,
respectively, of our net sales were derived from products introduced
within the last three years, which we term “new products,” compared to
14.3% in 2004. The significant increase in new products primarily
resulted
from the Anachip acquisition. New products generally have gross
profit
margins that are higher than
the margins of our standard products. We expect net sales derived
from new
products to increase in absolute terms, although our net sales
of new
products as a percentage of our net sales will depend on the
demand for
our standard products, as well as our product
mix.
|
Ø
|
Our
gross profit margin was 32.9% in the first quarter of 2006, compared
to
34.1% in the same period of 2005. As expected, our gross margin
percentage
was lower as we are in the early stages of our manufacturing
integration
of the analog product line. With the addition of Anachip, we
can now
pursue adjacent product categories that significantly expand
our growth
opportunities as well as gross margin
potential.
|
Ø
|
As
of March 31, 2006, we had invested approximately $105.3 million
in our Asian manufacturing facilities. During the first quarter
of 2006,
we invested approximately $10 million primarily in our Asian
manufacturing facilities, and we expect to invest an additional
$20 to $24
million in theses facility for the remainder of 2006. This
was in line
with our objective of meeting increased demand and investing
in equipment
to increase our manufacturing efficiencies, as well as purchases
required
to integrate the analog
manufacturing.
|
Ø
|
During
the first quarter of 2006, the percentage of our net sales
derived from
our Asian subsidiaries was 69.5%, compared to 65.4% in 2005
and 59.1% in
2004. We expect our net sales to the Asian market to continue
to increase
as a percentage of our total net sales for 2006 and beyond
as a result of
the continuing shift of the manufacture of electronic products
from the
United States to Asia.
|
Ø
|
We
have increased our investment in research and development
from $900,000,
or 1.9% in the first quarter of 2005 to $2.0 million, or 2.7% of net
sales in the first quarter of 2006, as we completed integrating
the
Anachip acquisition and continued investing in enhancing
current product
features and developing new products. We continue to seek
to hire
qualified engineers who fit our focus on proprietary discrete
processes
and packaging technologies. Our goal is to expand research
and development
expenses to approximately 2-3% of net sales as we bring
additional
proprietary devices to the market.
|
Ø
|
During
2005, we sold 3.2 million (split adjusted) shares of
our Common Stock in a
follow-on public offering, raising approximately $71.7
million (net of
commissions and expenses). We
used $31 million of the net proceeds to acquire Anachip
and will use the
remaining net proceeds from this offering for working
capital and other
general corporate purposes, including other potential
acquisitions.
|
Ø
|
the
condition of the economy in general and of the semiconductor industry
in
particular;
|
Ø
|
our
customers’ adjustments in their order
levels;
|
Ø
|
changes
in our pricing policies or the pricing policies of our competitors
or
suppliers;
|
Ø
|
the
termination of key supplier
relationships;
|
Ø
|
the
rate of introduction to, and acceptance of new products by, our
customers;
|
Ø
|
our
ability to compete effectively with our current and future
competitors;
|
Ø
|
changes
in foreign currency exchange rates;
|
Ø
|
a
major disruption of our information technology
infrastructure; and
|
Ø
|
unforeseen
catastrophic events, such as armed conflict, terrorism, fires, typhoons
and earthquakes.
|
Percent
of Net Sales
|
Percentage
Dollar
|
|||||||||
Three
months ended March 31,
|
Increase
(Decrease)
|
|||||||||
2005
|
2006
|
'05
to '06
|
||||||||
Net
sales
|
100.0
|
%
|
100.0
|
%
|
51.4
|
%
|
||||
Cost
of goods sold
|
(65.9
|
)
|
(67.1
|
)
|
54.3
|
|||||
Gross
profit
|
34.1
|
32.9
|
45.9
|
|||||||
Operating
expenses
|
(15.4
|
)
|
(18.2
|
)
|
78.6
|
|||||
Operating
income
|
18.7
|
14.7
|
19.0
|
|||||||
Interest
income (expense)
|
(0.3
|
)
|
0.8
|
(483.2
|
)
|
|||||
Other
expense
|
(0.1
|
)
|
(0.2
|
)
|
392.9
|
|||||
Income
before taxes and minority interest
|
18.3
|
15.3
|
26.0
|
|||||||
Income
tax provision
|
(2.9
|
)
|
(2.3
|
)
|
17.9
|
|||||
Income
before minority interest
|
15.4
|
13.0
|
27.6
|
|||||||
Minority
interest
|
(0.5
|
)
|
(0.2
|
)
|
(4.2
|
)
|
||||
Net
income
|
14.9
|
12.8
|
28.6
|
2005
|
2006
|
||||||
Net
sales
|
$
|
48,600,000
|
$
|
73,589,000
|
2005
|
2006
|
||||||
Cost
of goods sold
|
$
|
32,004,000
|
$
|
49,375,000
|
|||
Gross
profit
|
$
|
16,596,000
|
$
|
24,214,000
|
|||
Gross
profit margin percentage
|
34.1
|
%
|
32.9
|
%
|
2005
|
2006
|
||||||
Selling,
general and administrative expenses (“SG&A”)
|
$
|
6,692,000
|
$
|
11,284,000
|
2005
|
2006
|
||||||
Research
and development expenses (“R&D”)
|
$
|
900,000
|
$
|
1,966,000
|
2005
|
2006
|
||||||
Interest
income (expense)
|
$
|
(155,000
|
)
|
$
|
594,000
|
2005
|
2006
|
||||||
Other
expense
|
$
|
42,000
|
$
|
207,000
|
2005
|
2006
|
||||||
Income
tax provision
|
$
|
1,433,000
|
$
|
1,690,000
|
2005
|
2006
|
||||||
Minority
interest in joint venture earnings
|
$
|
239,000
|
$
|
229,000
|
Ø
|
Downturns
in the highly cyclical semiconductor industry or changes in end-market
demand could affect our operating results and financial
condition.
|
Ø
|
The
semiconductor business is highly competitive, and increased competition
may harm our business and our operating
results.
|
Ø
|
We
receive a significant portion of our net sales from a single customer.
In
addition, this customer is also our largest external supplier and
is a
related party. The loss of this customer or supplier could harm
our
business and results of
operations.
|
Ø
|
Delays
in initiation of production at new facilities, implementing new
production
techniques or resolving problems associated with technical equipment
malfunctions could adversely affect our manufacturing
efficiencies.
|
Ø
|
We
are and will continue to be under continuous pressure from our
customers
and competitors to reduce the price of our products, which could
adversely
affect our growth and profit
margins.
|
Ø
|
Our
customer orders are subject to cancellation or modification usually
with
no penalty. High volumes of order cancellation or reductions in
quantities
ordered could adversely affect our results of operations and financial
condition.
|
Ø
|
New
technologies could result in the development of new products by
our
competitors and a decrease in demand for our products, and we may
not be
able to develop new products to satisfy changes in demand, which
could
result in a decrease in net sales and loss of market
share.
|
Ø
|
We
may be subject to claims of infringement of third-party intellectual
property rights or demands that we license third-party technology,
which
could result in significant expense and reduction in our intellectual
property rights.
|
Ø
|
We
depend on third-party suppliers for timely deliveries of raw materials,
parts and equipment, as well as finished products from other
manufacturers, and our results of operations could be adversely
affected
if we are unable to obtain adequate supplies in a timely
manner.
|
Ø
|
If
we do not succeed in continuing to vertically integrate our business,
we
will not realize the cost and other efficiencies we anticipate
and our
ability to compete, profit margins and results of operations may
suffer.
|
Ø
|
Part
of our growth strategy involves identifying and acquiring companies
with
complementary product lines or customers. We may be unable to identify
suitable acquisition candidates or consummate desired acquisitions
and, if
we do make any acquisitions, we may be unable to successfully integrate
any acquired companies with our
operations.
|
Ø
|
We
are subject to many environmental laws and regulations that could
affect
our operations or result in significant
expenses.
|
Ø
|
Our
products may be found to be defective and, as a result, product
liability
claims may be asserted against us, which may harm our business
and our
reputation with our customers.
|
Ø
|
We
may fail to attract or retain the qualified technical, sales, marketing
and management personnel required to operate our business
successfully.
|
Ø
|
We
may not be able to maintain our growth or achieve future growth
and such
growth may place a strain on our management and on our systems
and
resources.
|
Ø
|
Our
business may be adversely affected by obsolete inventories as a
result of
changes in demand for our products and change in life cycles of
our
products.
|
Ø
|
If
OEMs do not design our products into their applications, a portion
of our
net sales may be adversely
affected.
|
Ø
|
We
rely heavily on our internal electronic information and communications
systems, and any system outage could adversely affect our business
and
results of operations.
|
Ø
|
We
are subject to interest rate risk that could have an adverse effect
on our
cost of working capital and interest
expenses.
|
Ø
|
If
we fail to maintain an effective system of internal controls or
discover
material weaknesses in our internal controls over financial reporting,
we
may not be able to report our financial results accurately or detect
fraud, which could harm our business and the trading price of our
Common
Stock.
|
Ø
|
Terrorist
attacks, or threats or occurrences of other terrorist activities
whether
in the United States or internationally may affect the markets
in which
our Common Stock trades, the markets in which we operate and our
profitability.
|
Ø
|
Our
international operations subject us to risks that could adversely
affect
our operations.
|
Ø
|
We
have significant operations and assets in China, Taiwan and Hong
Kong and,
as a result, will be subject to risks inherent in doing business
in those
jurisdictions, which may adversely affect our financial
performance.
|
Ø
|
We
are subject to foreign currency risk as a result of our international
operations.
|
Ø
|
We
may not continue to receive preferential tax treatment in China,
thereby
increasing our income tax expense and reducing our net
income.
|
Ø
|
The
distribution of any earnings of our foreign subsidiaries to the
United
States may be subject to U.S. income taxes, thus reducing our net
income.
|
Ø
|
Variations
in our quarterly operating results may cause our stock price to
be
volatile.
|
Ø
|
We
may enter into future acquisitions and take certain actions in
connection
with such acquisitions that could affect the price of our Common
Stock.
|
Ø
|
Our
directors, executive officers and significant stockholders hold
a
substantial portion of our Common Stock, which may lead to conflicts
with
other stockholders over corporate transactions and other corporate
matters.
|
Ø
|
Our
early corporate records are incomplete. As a result, we may have
difficulty in assessing and defending against claims relating to
rights to
our Common Stock purporting to arise during periods for which our
records
are incomplete.
|
3.1 |
Certificate
of Incorporation, as amended (incorporated by reference to Exhibit
3.1 of
Amendment No.
1 to the Company's Registration Statement on Form S-3 (File No.
333-127833) filed on September
8, 2005).
|
3.2 |
Amended
Bylaws of the Company dated August 14, 1987 (incorporated by reference
to
Exhibit 3 to
Form 10-K filed with the Commission for fiscal year ended April
30,
1988).
|
10.14 |
Supplementary
to the Lease Agreement dated on September 5, 2004 with Shanghai
Ding Hong
Electronic
Co., Ltd.
|
10.15 |
Supplementary
to the Lease Agreement dated on June 28, 2004 with Shanghai Yuan
Hao
Electronic
Co., Ltd.
|
10.16 |
Agreement
on Application, Construction and Transfer of Power Facilities,
dated as of
March 15, 2006,
between the Company and Shanghai Yahong Electronic Co.,
Ltd
|
11 |
Computation
of Earnings Per Share
|
31.1 |
Certification
Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
|
31.2 |
Certification
Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
|
32.1
|
Certification
Pursuant to 18 U.S.C. 1350 Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
|
32.2
|
Certification
Pursuant to 18 U.S.C. 1350 Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
|
DIODES INCORPORATED (Registrant) | |||
By: /s/ Carl C. Wertz |
May
9,
2006
|
||
CARL
C. WERTZ
Chief
Financial Officer, Treasurer and Secretary
(Duly
Authorized Officer and Principal Financial and
Chief
Accounting Officer)
|
3.1 |
Certificate
of Incorporation, as amended (incorporated by reference to Exhibit
3.1 of
Amendment No.
1 to the Company's Registration Statement on Form S-3 (File No.
333-127833) filed on September
8, 2005).
|
3.2 |
Amended
Bylaws of the Company dated August 14, 1987 (incorporated by
reference to
Exhibit 3 to
Form 10-K filed with the Commission for fiscal year ended April
30,
1988).
|
10.14 |
Supplementary
to the Lease Agreement dated on September 5, 2004 with Shanghai
Ding Hong
Electronic
Co., Ltd.
|
10.15 |
Supplementary
to the Lease Agreement dated on June 28, 2004 with Shanghai Yuan
Hao
Electronic
Co., Ltd.
|
10.16 |
Agreement
on Application, Construction and Transfer of Power Facilities,
dated as of
March 15, 2006,
between the Company and Shanghai Yahong Electronic Co.,
Ltd
|
11 |
Computation
of Earnings Per Share
|
31.1 |
Certification
Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
|
31.2 |
Certification
Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
|
32.1
|
Certification
Pursuant to 18 U.S.C. 1350 Adopted Pursuant to Section 906 of
the
Sarbanes-Oxley Act of 2002
|
32.2
|
Certification
Pursuant to 18 U.S.C. 1350 Adopted Pursuant to Section 906 of
the
Sarbanes-Oxley Act of 2002
|
Party
A: Shanghai Kaihong Electronic Co., Ltd
|
Party
B: Shanghai Dinghong Electronic Co., Ltd
|
|
Representative:
/s/:
Joseph Liu
Joseph
Liu
|
Representative:
/s/:
Qin-Zhu, Zhang
Qin-zhu,
Zhang
|
|
Date
of Signature: March 15, 2006
|
Date
of Signature: March 15, 2006
|
|
1.
|
Party
A and Party B entered into the Lease Agreement (hereinafter referred
to as
“the Lease Agreement”) of the First Floor and Second Floor of the New
Building (located at No.1 Lane 18, SanZhuang Road Songjiang Export
Processing Zone, Shanghai, China that Party B representing ownership
and
having legal right for leasing) and relevant facilities, including
Distribution building, Power Building, Lobby (hereinafter referred
to as
“the Original Lease Areas”)
|
2.
|
Now
through amicable discussion, Party B agrees to lease out and Party
A
agrees to lease in the Third Floor of the New Building and relevant
facilities, including Power Building, Forming Gas Station and Lobby
(see
attachment) (hereinafter referred to as “the New Lease Areas”). The
Parties enter into the Supplementary Agreement as
below:
|
(1)
|
The
gross area of the Third floor of the New Building is 3,243.4
square meters, monthly rental is US$3.15
per square meter and the monthly rental shall be US$10,216.71.
|
(2)
|
The
gross area of the Power Building of the New Building for the Third
Floor
is
480 square
meters, monthly rental is US$3.15 per square meter and the monthly
rental
shall be US$1,512.
|
(3)
|
The
gross area of the Forming Gas Station and safety zone around Forming
Gas
Station is 350
square
meters, monthly rental is US$1.25
per square meter and the monthly rental shall be US$437.50.
|
(4)
|
The
gross area of the Lobby of the New Building is 128 square meters,
and
Party A will share 20% of which is 25.6
square
meters as a consequence of leasing the new area, and the monthly
rental
shall be US$ 80.64.
|
(1)
|
the
Guard service for the public area outside of the Original Lease Areas
and
the New Lease Areas.
|
(2)
|
the
maintenance and repairs of the buildings and facilities of the lease
area.
|
(3)
|
the
maintenance and repairs of the public facilities of the public factory
area and buildings.
|
(4)
|
the
cleanliness and sanitation of the lease area and public area.
|
(5)
|
the
landscaping of the lease area and public area, including the planting
and
maintenance.
|
(6)
|
washing
of building walls every month.
|
(7)
|
other
building management service to be provided by Party B.
|
By:
Party A
|
By:
Party B
|
|
Address:
No.1, Lane 18, SanZhuang Road Songjiang
export zone Shanghai, China
|
Address:
No.1, Lane 18, SanZhuang Road Songjiang Export Processing Zone, Shanghai,
China.
|
|
Attn.:
Joseph Liu
|
Attn.:
Jian-Ya, Xing
|
|
/:/
Joseph Liu
|
/:/
Jian-Ya, Xing
|
|
Date:
March 15, 2006
|
Date:
March 15, 2006
|
1. |
Party
B agrees to designate, in a timely fashion, a power transformation
and
distribution institute and/or related institution in his own name
for
designing the drawings and to submit such drawings and related materials
to the electric service company for examination and approval in accordance
with the requirements of the electric service company at the request
of
Party A.
|
2.
|
Party
B agrees to apply, in a timely fashion, for the construction of the
Power
Facilities and to submit the required application documents and materials
to the electric service company in his own name upon the reply to
the
enquiry of electric service application by the electric service company
and approval of the construction project
applied.
|
3.
|
Party
B agrees that the Power Facilities are solely intended for Party
A’ s use
upon completion of construction work thereof and Party B is willing
to
change, for free of charge, the name and title of the Power Facilities
to
be under Party A in a timely fashion.
Party
B agrees to entrust, in a timely fashion, the electric service company
for
the engineering construction of electricity supply and pay for such
engineering work in accordance with the requirements of the electric
service company, provided that Party A shall furnish all service
equipment
and cover all costs incurred by Party B
thereof.
|
4.
|
Party
B agrees that he shall provide all necessary assistance and cooperation
at
Party A’s request so as to go through application(s) and/or procedure(s)
other than those mentioned herein, if so required, and fulfill such
application(s) and/or procedure(s) on time during the application,
construction and change-of-name of the Power Facilities. Party B
guarantees that if change-of-name of the Power Facilities can not
be
fulfilled for any reason not caused by Party B, Party A still has
exclusive right to use the facilities. Party B should protect the
above-mentioned facilities from any damage and has no right to dispose
them.
|
5.
|
Party
A guarantees that he shall provide all necessary assistance and
cooperation at Party B’s request, bear all relative costs and expenditures
and provide all associated service equipment during the application,
construction and change-of-name of the Power
Facilities.
|
6.
|
Party
A guarantees to bear and be responsible for all relative fees and
costs
for electricity use after the Power Facilities are in
operation.
|
7.
|
Party
A guarantees that if this Agreement cannot be effectively enforced
for any
reason not caused by Party B, Party B shall not be liable to Party
A in
this regard.
|
8.
|
This
Agreement comes into effect once signed and sealed by both
Parties.
|
9.
|
The
clauses stated in this Agreement can be amended by the Parties subject
to
their negotiation and mutual consents, according to the circumstances
arising from the actual performance of the Agreement, provided that
a
written supplementary agreement signed by the Parties shall be entered
into to cover such amendments.
|
10.
|
The
legal effectiveness of each clause herein is separable, which means
should
any clause be deemed as null and void the effectiveness of other
clause(s)
will not be affected.
|
11.
|
This
agreement is originated in two duplicated copies with equal legal
validity. Each Party holds one copy
thereof.
|
12.
|
Any
dispute arising from this Agreement between Party A and Party B which
cannot be settled through negotiations should be submitted to the
people’s
court with jurisdiction thereof for trial.
|
Three
Months Ended
|
|||||||
March
31,
|
|||||||
2005
|
2006
|
||||||
BASIC
|
|||||||
Weighted
average number of common shares outstanding used in computing
basic
earnings per share
|
21,326,865
|
25,348,986
|
|||||
Net
Income
|
$
|
7,240,000
|
$
|
9,312,000
|
|||
Basic
earnings per share
|
$
|
0.34
|
$
|
0.37
|
|||
DILUTED
|
|||||||
Weighted
average number of common shares outstanding used in computing basic
earnings per share
|
21,326,865
|
25,348,986
|
|||||
Diluted
effect of stock options
|
2,198,157
|
2,330,084
|
|||||
23,525,022
|
27,679,070
|
||||||
Net
Income
|
$
|
7,240,000
|
$
|
9,312,000
|
|||
Diluted
earnings per share
|
$
|
0.31
|
$
|
0.34
|
/s/ Keh-Shew Lu | |||
Keh-Shew
Lu
Chief
Executive Officer
Date:
May 9, 2006
|
/s/ Carl C. Wertz | |||
Carl
C. Wertz
Chief
Financial Officer
Date:
May 9, 2006
|
/s/ Keh-Shew Lu | |||
Keh-Shew
Lu
Chief
Executive Officer
Date:
May 9, 2006
|
/s/ Carl C. Wertz | |||
Carl
C. Wertz
Chief
Financial Officer
Date:
May 9, 2006
|