UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
June 8, 2009
Date of Report (Date of earliest event reported)
Date of Report (Date of earliest event reported)
DIODES INCORPORATED
(Exact name of registrant as specified in its charter)
| Delaware | 002-25577 | 95-2039518 | ||
| (State or other jurisdiction of | (Commission File Number) | (I.R.S. Employer | ||
| incorporation) | Identification No.) |
| 15660 North Dallas Parkway, Suite 850 | ||
| Dallas, TX | 75248 | |
| (Address of principal executive offices) | (Zip Code) |
(972) 385-2810
(Registrant’s telephone number, including area code)
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01. Regulation FD Disclosure.
On June 8, 2009, Diodes Incorporated issued a press release to update its guidance for the second
quarter of 2009. A copy of the press release is attached as Exhibit 99.1.
The information in this Item 7.01, including Exhibit 99.1, will not be treated as filed for
the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise
subject to the liabilities of that section. This information will not be incorporated by reference
into a filing under the Securities Act of 1933, or into another filing under the Exchange Act,
unless that filing expressly refers to specific information in this Form 8-K. The furnishing of the
information in this Item 7.01 is not intended to, and does not, constitute a representation that
such furnishing is required by Regulation FD or that the information in this Item 7.01 is material
information that is not otherwise publicly available.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | ||
| Number | Description | |
99.1
|
Press release dated June 8, 2009 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: June 8, 2009
|
DIODES INCORPORATED | |||
| By /s/ Richard D. White
|
||||
| Chief Financial Officer |
Exhibit 99.1
Diodes Incorporated Increases Second Quarter 2009 Guidance
Dallas, Texas – June 8, 2009 – Diodes Incorporated (Nasdaq: DIOD), a leading global manufacturer
and supplier of high-quality application specific standard products within the broad discrete and
analog semiconductor markets, today increased its guidance for the second quarter of 2009.
Due to continued improvement in demand and order rates, primarily in Asia, the Company is raising
its previous guidance and now expects second quarter revenue to increase 22 to 30 percent over the
first quarter revenue versus the prior guidance of 14 to 22 percent. The Company is also raising
its guidance for gross margin and now expects second quarter gross margin to be approximately 24 to
28 percent versus the prior guidance of 20 to 24 percent. The revenue increase is driven primarily
by demand for the Company’s products utilized in equipment such as LCD televisions and panels,
set-top boxes, mobile handsets and netbooks as well as the production ramp up of previous design
wins, which are leading to market share gains.
The Company continues to expect operating expenses to be in line with first quarter 2009 levels. In
accordance with FSP APB 14-1, GAAP results will include approximately $2.2 million of non-cash
interest expense from the amortization of debt discount related to the Company’s Convertible Senior
Notes. In addition, the Company expects income tax expense to be approximately $2.0 to 2.5 million
as the effective tax rate for the second quarter of 2009 is based on improved profitability from
the first quarter of 2009 and will include non-cash U.S. income tax expense associated with
repatriating earnings of foreign subsidiaries to the U.S. parent during the first quarter of 2009.
About Diodes Incorporated
Diodes Incorporated (Nasdaq:DIOD), a S&P 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 and analog semiconductor markets, serving the consumer electronics, computing,
communications, industrial and automotive markets. Diodes’ products include diodes, rectifiers,
transistors, MOSFETs, protection devices, functional specific arrays, amplifiers and comparators,
Hall-effect sensors and temperature sensors, power management devices including LED drivers, DC-DC
switching regulators, linear voltage regulators and voltage references, along with special function
devices including USB power switch, load switch, voltage supervisor and motor controllers. The
Company’s corporate headquarters are located in Dallas, Texas. A sales, marketing, engineering and
logistics office is located in Westlake Village, California. Design centers are located in Dallas;
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 a joint venture facility located in
Chengdu, China. Additional engineering, sales, warehouse and logistics offices are located in
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: due
to continued improvement in demand and order rates, primarily in Asia, the Company is raising its
previous guidance and now expects second quarter revenue to increase 22 to 30 percent over the
first quarter revenue versus the prior guidance of 14 to 22 percent; Company is also raising its
guidance for gross margin and now expects second quarter gross margin to be approximately 24 to 28
percent versus the prior guidance of 20 to 24 percent; the revenue increase is driven primarily by
demand for the Company’s products utilized in equipment such as LCD televisions and panels, set-top
boxes, mobile
handsets and netbooks as well as the production ramp up of previous design wins,
which are leading to market share gains; the Company continues to expect operating expenses to be in line with first quarter
2009 levels; GAAP results will include approximately $2.2 million of non-cash interest expense from
the amortization of debt discount related to the Company’s Convertible Senior Notes in accordance
with FSP ABP 14-1; the Company expects income tax expense to be approximately $2.0 to 2.5 million
as the effective tax rate for the second quarter of 2009 is based on improved profitability from
the first quarter of 2009 and will include non-cash U.S. income tax expense associated with
repatriating earnings of foreign subsidiaries to the U.S. parent during the first quarter of 2009.
Potential risks and uncertainties include, but are not limited to, such factors as: the UBS
settlement may not provide us with the liquidity intended; we may not realize or maintain the
anticipated cost savings or increase loadings in our manufacturing facilities; 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:
|
Investor Contact: | |
Diodes Incorporated
|
Shelton Group | |
Carl Wertz
|
Leanne K. Sievers | |
VP of Finance and Investor Relations
|
EVP, Investor Relations | |
P: 805-446-4800
|
P: (949) 224-3874 | |
E: carl_wertz@diodes.com
|
E: lsievers@sheltongroup.com |