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
May 24, 2010
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 (State or other jurisdiction of incorporation) |
002-25577 (Commission File Number) |
95-2039518 (I.R.S. Employer Identification No.) |
| 15660 Dallas Parkway, Suite 850 Dallas, Texas (Address of principal executive offices) |
75248 (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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Executive Compensation
On May 24, 2010, the Compensation Committee of the Board of Directors of Diodes Incorporated (the
“Company”), in connection with its annual review of executive compensation, (i) determined the 2010
base salaries of the Company’s principal executive officer, principal financial
officer and three other most highly compensated executive officers during 2009
(collectively, the “NEOs”) and (ii) granted non-qualified stock options (“NQSOs”) and restricted stock units (“RSUs”) to
such NEOs as follows:
| Name and Position | Base Salary | Stock Options (1) | RSUs (1) | |||||||||
Dr. Keh-Shew Lu |
$ | 397,000 | 196,000 | — | ||||||||
President and Chief Executive Officer |
||||||||||||
Richard D. White |
$ | 202,000 | 39,000 | 7,800 | ||||||||
Chief Financial Officer, Secretary and Treasurer |
||||||||||||
Mark A. King |
$ | 238,000 | 39,000 | 7,800 | ||||||||
Senior Vice President, Sales and Marketing |
||||||||||||
Joseph Liu |
$ | 253,000 | 17,000 | 5,600 | ||||||||
Senior Vice President, Operations |
||||||||||||
Edmund Tang |
$ | 196,000 | 28,000 | 7,800 | ||||||||
Vice President, Corporate Administration |
||||||||||||
Carl C. Wertz |
$ | 170,000 | 4,500 | 2,000 | ||||||||
Vice President, Finance and Investor Relations |
||||||||||||
| (1) | The NQSOs and RSUs were granted on May 24, 2010. Such NQSOs are first exercisable, and such RSUs will vest, in four equal
annual installments, commencing on the first anniversary of the date
of grant. The exercise price of the NQSOs is $19.28, which is the closing price of the Company’s common stock on May 24, 2010. |
Board Compensation
On May 24, 2010, the Compensation Committee of the Board of Directors of the Company, in connection
with its annual review of Board compensation, determined that (i) the annual cash retainer
for each non-employee director would be $80,000; (ii) the additional annual cash retainer for
the Chairman and all other members of the Audit Committee would be $20,000 and $10,000,
respectively; and (iii) the 2010 annual awards of RSUs to the Chairman, the Vice Chairman and all
other non-employee directors would be 29,000, 19,900 and 5,800 shares, respectively. The RSUs were
granted on May 24, 2010 and will vest in four equal annual installments, commencing on the first
anniversary of the date of grant. There will be no other payments for any director
activities, except for reimbursement for all costs and expenses incurred for attendance at Board of
Directors’ meetings. The Board of Directors of the Company, however, may modify such compensation
for each director in the future.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company submitted to a vote of its security holders at its 2010 annual meeting of stockholders
(the “Annual Meeting”) on May 24, 2010, the election of the members of the Board of Directors of
the Company. The directors were each elected to serve until the 2011 annual meeting of stockholders
or until their successors are elected and have qualified. The final results of the vote for each
nominee for director of the Company are as follows:
C.H. Chen,
|
For: 26,175,686 | |
Director
|
Withheld: 11,721,304 | |
Michael R. Giordano,
|
For: 36,712,528 | |
Director
|
Withheld: 1,184,462 |
L.P. Hsu,
|
For: 37,539,313 | |
Director
|
Withheld: 357,677 | |
Keh-Shew Lu,
|
For: 36,430,716 | |
Director
|
Withheld: 1,466,274 | |
Raymond Soong,
|
For: 33,288,327 | |
Director
|
Withheld: 4,608,663 | |
John M. Stich,
|
For: 37,543,234 | |
Director
|
Withheld: 353,756 | |
Michael K.C. Tsai,
|
For: 36,851,805 | |
Director
|
Withheld: 1,045,185 |
The Company also submitted to a vote of its security holders at the Annual Meeting,
the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm
for the fiscal year ending December 31, 2010. The final result of the voting was as follows:
40,374,164 shares voted in favor of the proposal, 917,474 shares voted against, 111,743 shares
abstained from voting on the proposal, and no broker non-votes with respect to this proposal were
received.
Item 7.01. Regulation FD Disclosure.
On May 24, 2010, Dr. Keh-Shew Lu, the Company’s President and Chief Executive Officer, gave a brief
speech during the opening bell ceremony at the Nasdaq Stock Exchange. A copy of the speech script
is attached as Exhibit 99.1 to this Report.
On May 24, 2010, the Company held its Annual Meeting. A copy of the presentation slides for the
Annual Meeting is attached as Exhibit 99.2 to this Report.
On May 24, 2010, the Company held a presentation for certain institutional investors (the “Investors Presentation”).
A copy of the presentation slides is attached as Exhibit
99.3 to this Report.
On May 25, 2010, the Company issued a press release announcing the election of Mr. Michael K.C.
Tsai to the Board of Directors of the Company, and the retirement of Dr. Shing Mao from the Board
of Directors of the Company. A copy of the press release is attached as Exhibit 99.4 to
this Report.
The information in this Item 7.01, including Exhibit 99.1, Exhibit 99.2,
Exhibit 99.3, and Exhibit 99.4, 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 Report. 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.
In the foregoing presentations, the Company utilized financial measures and terms not calculated in accordance
with generally accepted accounting principles in the United States (“GAAP”) in order to provide
stockholders with an alternative method for assessing its operating results in a manner that
enables stockholders to more thoroughly evaluate its current performance as compared to past
performance. The Company also believes these non-GAAP measures provide stockholders with a more
informed baseline for modeling its future financial performance. The Company’s management uses
these non-GAAP measures for the same purpose. The Company believes that its stockholders should
have access to, and that it is obligated to provide, the same set of tools that it uses in
analyzing its results. 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.
See Exhibit 99.1 to the Company’s Form 8-K, filed on May 11, 2010, for definitions of the non-GAAP
financial measures, together with an explanation of why management uses these measures and why
management believes that these non-GAAP financial measures are useful to stockholders. In addition,
in Exhibit 99.1 to the Company’s Form 8-K, filed on May 11, 2010, it has provided tables to
reconcile the non-GAAP financial measures utilized to GAAP financial measures.
Cautionary Information Regarding Forward-Looking Statements
Except for the historical and factual information contained in the accompanying slides attached as
exhibits to this Report, the matters set forth therein are forward-looking statements within the
meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements are subject to risks and uncertainties that may cause actual
results to differ materially, including, but are not limited to, such factors as Diodes’ business
and growth strategy; the introduction and market
reception to new product announcements; fluctuations in product demand and supply; prospects for
the global economy; Diodes’ ability to continue to introduce new products; Diodes’ ability to maintain customer and
vendor relationships; technological advancements; impact of competitive products and pricing;
growth in targeted markets; successful integration of acquired companies and/or assets; Diodes’
ability to successfully make additional acquisitions; risks of domestic and foreign operations;
uncertainties in the Auction Rate Securities market; currency exchange rates; availability of tax
credits; UBS settlement may not provide us with the liquidity intended; we may not be able to
maintain our current performance and loadings in our manufacturing facilities; the global economic
weakness may be more severe or last longer than we currently anticipated; and other information
detailed from time to time in Diodes’ filings with the United States Securities and Exchange
Commission. You should not place undue reliance on these forward-looking statements, which speak
only as of the date of the presentation slides. The Company undertakes no obligation to update
publicly any forward-looking statements, whether as a result of new information, future events or
otherwise.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | ||
| Number | Description | |
99.1
|
Speech script dated May 24, 2010 for the opening bell ceremony at the Nasdaq Stock Exchange | |
99.2
|
Presentation slides for the Annual Meeting | |
99.3
|
Presentation slides for the Investors Presentation | |
99.4
|
Press release dated May 25, 2010 |
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: May 27, 2010 | DIODES INCORPORATED |
|||
| By | /s/ Richard D. White | |||
| RICHARD D. WHITE | ||||
| Chief Financial Officer | ||||
Exhibit 99.1
Event: Market Open
Date: 5/24/2010
Company: Diodes Incorporated
Date: 5/24/2010
Company: Diodes Incorporated
Good morning, everyone! We are extremely pleased to welcome Diodes Incorporated’s
President and Chief Executive Officer, Dr Keh-Shew Lu, members of the management
team and board of directors, employees and all our distinguished guests to ring today’s
opening bell — right here from the crossroads of the world in Times Square New York.
Diodes is one of 150 NASDAQ OMX listed companies from the great state of Texas. Like other NASDAQ
OMX listed companies, you truly share a passion for innovation, and your vision and industry
leadership continue to inspire us all. We are so excited to have you here today, so let’s give a
round of applause to kick off the ceremony!
(Applause)
Diodes Incorporated 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 recently reported it’s first quarter 2010 results which resulted in record revenues and
gross profit with guided revenues for the second quarter to continue to set revenue and gross
profit records estimated at $142-$148 million or 4-8% sequential growth.
I think we all can agree that these efforts are all the more significant in light of the current
economic climate. Companies like Diodes Incorporated are championing the kind of innovative
thinking and entrepreneurial spirit that will help lift our global economy and our nation.
Dr Lu, congratulations to you and your management team’s continued success. We look forward to
celebrating many more milestones with Diodes and we are proud to be your partner—working together,
driving new ideas, driving growth—and this morning, we salute your leadership.
Now, please join me in welcoming Diodes Incorporated’s President and Chief Executive Officer,
Keh-Shew Lu to the podium.
(Applause)
On behalf of myself, our Board of Directors and management I would like to say we too are very
excited to participate once again in the Nasdaq opening bell ceremony, which is also in celebration
of our tenth anniversary of trading on the Nasdaq market.
These are certainly exciting times in today’s current economic climate and today’s event only adds
to our excitement.
In May 2005 when I was appointed CEO/President of Diodes Inc we participated in an opening bell
ceremony with Nasdaq representing our 5th anniversary but just as important to participate in a
platform that was and is all about growth and returning added shareholder value.
Our business objective is to consistently achieve profitable growth exceeding the annual industry
growth by over two x, by utilizing our innovative and cost-effective packaging technology suited
for
high volume high growth markets and by leveraging our process expertise and design excellence
to deliver market-leading semiconductor products.
Our revenue in 2004 was $185 million. Our current analyst revenue estimates for 2010 approximate
$586 million representing over 200% increase or approximately 22% annual compound growth rate
during the past 5 years.
As we now celebrate today our 10th anniversary on Nasdaq we look forward to continue Nasdaq support
while we endeavor to grow Diodes to record levels and provide continued profitable growth to our
company and Shareholders.
Now we look forward to opening today’s market.
Exhibit 99.2
| Annual Shareholders Meeting New York City May 24, 2010 |
| Safe Harbor Statement Any statements set forth herein 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 forward-looking statements include, but are not limited to, statements regarding Diodes' business objective; future quarterly outlook; and growth strategy and guidance in revenue range, revenue growth, gross profit, gross profit growth, operating expenses, income tax rate range, the number of outstanding shares of Common Stock, and the rate of capital expenditure. Potential risks and uncertainties include, but are not limited to, such factors as Diodes' business and growth strategy; the introduction and market reception to new product announcements; fluctuations in product demand and supply; prospects for the global economy; continue introduction of new products; Diodes' ability to maintain customer and vendor relationships; technological advancements; impact of competitive products and pricing; growth in targeted markets; successful integration of acquired companies and/or assets; Diodes' ability to successfully make additional acquisitions; risks of domestic and foreign operations; uncertainties in the Auction Rate Securities market; currency exchange rates; availability of tax credits; UBS settlement may not provide us with the liquidity intended; we may not be able to maintain our current performance and loadings in our manufacturing facilities; the global economic weakness may be more severe or last longer than we currently anticipated; and other information detailed from time to time in Diodes' filings with the United States Securities and Exchange Commission. This presentation also contains non-GAAP measures. See the Company's press release on May 6, 2010 titled "Diodes Incorporated Reports First Quarter 2010 Financial Results" for detailed information related to the Company's non-GAAP measures and a reconciliation of GAAP net income (loss) to non-GAAP net income (loss). Page 2 |
| Experienced Management Team Page 3 Richard White CFO, Secretary and Treasurer 25 yrs at Texas Instruments VP, Finance for TI's global MOS Memory and Controller, TI Asia Pacific Mark King Sr. VP, Sales and Marketing 19 yrs with Diodes and 7 yrs at Lite-On Sales, marketing and finance background Joseph Liu Sr. VP, Operations 20 yrs with Diodes 19 yrs at Texas Instruments Carl Wertz VP, Finance and Investor Relations Diodes' CFO from 1998 to 2009 24 yrs of relevant industry experience Colin Greene Europe President & VP of Europe, Sales and Marketing 11 yrs at Zetex plc 10 yrs at National Semiconductor Dr. Keh-Shew Lu President, CEO and Director 9 yrs Board of Directors 27 yrs at Texas Instruments Julie Holland VP, Worldwide Analog Products 23 yrs at Texas Instruments Francis Tang VP, Worldwide Discrete Products 26 yrs relevant industry experience Ed Tang VP, Corporate Administration 25 yrs at Texas Instruments Hans Rohrer Sr. VP, New Business Development Prior CEO at Zetex |
| Business Objective To consistently achieve above-market profitable growth, utilizing our innovative and cost-effective packaging technology, suited for high volume, high growth markets by leveraging process expertise and design excellence to deliver market-leading semiconductor products Page 4 |
| Quick and Decisive Actions in 2009 Shut-down of Zetex 4-inch wafer fab line and subsequent line consolidation Zetex sub-contractor packaging transferred to our Shanghai facilities, reducing our dependence on third parties while increasing internal factory utilization rates and margin Implemented our plan to change from gold wire bond to copper wire bond Reduced headcount by 20% Implemented salary freezes, mandatory time off, temporary site shut-downs, hiring freeze, and cancelled discretionary bonuses Implemented strict controls over all spending to maximize cash flow including minimized Capex Returned to profitability in 3Q09 and initiated Capex in 4Q to capture expected 2010 growth Achieved positive cash flow for every quarter in 2009 and continued our 18 years of consecutive profitability Page 5 |
| Revenue by Year ($M) Revenue Growth Page 6 $0 $100 $200 $300 $400 $500 2004 2005 2006 2007 2008 2009 2004 - 2009 (CAGR: 21.2%) $434 $ 78 $104 $130 $122 2003 $433 $ 96 $116 $134 $ 87 $401 $343 $215 $186 $137 1H10 $137 $142-$148 Est. 33.4% 17.3% 6.6% 5.0% 4 - 8% |
| Revenue Profile - 1Q10 By Channel By Region By Segment Page 7 16% 73% 11% Asia Pacific Europe North America 53% 47% Distribution OEM 28% 20% 17% 32% 3% Industrial Consumer Electronics Communications Automotive Computing |
| Strong Year 2009 Performance Page 8 2009 Revenue $433 $434 $1 Revenue Growth 8% 0% flat Gross Profit $133 $121 ($12) Gross Margin % 30.6% 27.9% (2.7%) Operating Profit $27 $23 ($4) Net Income $28 $8 ($20) Earnings Per Share $0.66 $0.17 ($0.49) Cash Flow from Operations $57 $66 $9 EBITDA $83 $67 ($16) 2008 Y-Y Aggressive action and resulting fast recovery enabled positive earnings in 2H09 and for the whole year $M |
| Annual Revenue Growth Rates Outperforming the Industry Page 9 59.9% 2004 to 2009 Growth Diodes: 21.2% Industry: 2.4% 2004 2005 2006* 2007 2008* 2003 8.0% 35.6% 15.6% 16.9% 18.2% 18.1% (3.3%) 13.5% 8.1% (0.5%) (1.3%) (10%) 0% 10% 20% 30% 40% 50% 60% Industry (Discrete + Analog) Source: World Semiconductor Trade Statistics 0.4% (12.2%) 2009 *Acquisition Years |
| First Quarter 2010 Financial Performance Page 10 Revenue $78 $130 $137 $59 $7 Revenue Growth (10%) 7% 5% 76% 5% Gross Profit $14 $42 $48 $34 $6 Gross Margin % 18.6% 32.1% 34.9% 1630 bp 280 bp Operating Profit ($8) $14 $19 $27 $5 Net Income ($11) $14 $15 $26 $1 Earning per share ($0.26) $0.32 $0.33 $0.59 $0.01 Cash Flow from Operations $7 $22 $24 $17 $2 EBITDA $3 $25 $33 $30 $8 1Q09 4Q09 Y-Y Q-Q 1Q10 $M |
| Balance Sheet Page 11 Dec 31, 2009 Cash $104 $242 $248 S-T Investment $ - $297 $238 Inventory $ 99 $ 90 $ 94 L-T Investment $321 $ - $ - Total Assets $891 $1,018 $982 Current Liabilities $ 87 $392 $345 L-T Debt $373 $125 $126 Total Liabilities $491 $567 $522 Total Equity $400 $451 $460 March 31, 2010 Dec 31, 2008 (adjusted) $M |
| Second Quarter 2010 Outlook Revenue expected to range between $142-$148 million, up 4% to 8% sequentially This forecast represents our fifth consecutive quarter of revenue growth and will signify another quarterly revenue record Gross Profit is expected to increase at a rate comparable to our revenue growth Operating expenses are anticipated to decrease slightly from first quarter levels on a percent of revenue basis Income tax rate for second quarter is expected to range between 15% - 20% Page 12 |
| Thank you Company Contact: Diodes Incorporated Carl Wertz VP, Finance and Investor Relations P: 805-446-4800 E: carl_wertz@diodes.com Investor Relations Contact: Shelton Group Leanne K. Sievers EVP, Investor Relations P: 949-224-3874 E: lsievers@diodes.com www.diodes.com |
Exhibit 99.3
| Investor Luncheon New York City May 24, 2010 |
| Safe Harbor Statement Page 2 Any statements set forth herein 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 forward-looking statements include, but are not limited to, statements regarding Diodes' business objective; future quarterly outlook; and growth strategy and guidance in revenue range, revenue growth, gross profit, gross profit growth, operating expenses, income tax rate range, the number of outstanding shares of Common Stock, and the rate of capital expenditure. Potential risks and uncertainties include, but are not limited to, such factors as Diodes' business and growth strategy; the introduction and market reception to new product announcements; fluctuations in product demand and supply; prospects for the global economy; continue introduction of new products; Diodes' ability to maintain customer and vendor relationships; technological advancements; impact of competitive products and pricing; growth in targeted markets; successful integration of acquired companies and/or assets; Diodes' ability to successfully make additional acquisitions; risks of domestic and foreign operations; uncertainties in the Auction Rate Securities market; currency exchange rates; availability of tax credits; UBS settlement may not provide us with the liquidity intended; we may not be able to maintain our current performance and loadings in our manufacturing facilities; the global economic weakness may be more severe or last longer than we currently anticipated; and other information detailed from time to time in Diodes' filings with the United States Securities and Exchange Commission. This presentation also contains non-GAAP measures. See the Company's press release on May 6, 2010 titled "Diodes Incorporated Reports First Quarter 2010 Financial Results" for detailed information related to the Company's non-GAAP measures and a reconciliation of GAAP net income (loss) to non-GAAP net income (loss). |
| About Diodes Page 3 A leading global manufacturer and supplier of high-quality application specific, standard products within the broad discrete and analog semiconductor markets, serving the computing, consumer electronics, communications, industrial and automotive segments. |
| Business Objective To consistently achieve above-market profitable growth, utilizing our innovative and cost-effective packaging technology, suited for high volume, high growth markets by leveraging process expertise and design excellence to deliver market-leading semiconductor products Page 4 |
| 2009 Total Semiconductor Market ($226 bn) Significant Market Opportunity Page 5 Logic Memory Analog Discrete 22 114 45 36 17 Memory $113 bn $22 bn $45 bn $32 bn $14 bn Diodes' SAM: $4 - $6 bn Diodes' SAM: $9 - $11 bn Logic Analog Discrete Opto |
| Page 6 Broad and Diverse High-Volume Product Offering Discrete Discrete Standard ICs ASSP ASSP Diodes Rectifiers Standard Linear ICs Power Management ICs Sensors Schottky Diodes Schottky Rectifiers Linear Voltage Regulators DC-DC Switching Regulators Unipolar Hall Switches Zener Diodes Super Barrier Rectifiers Standard Linear Regulators Buck Bipolar Hall Latches Switching Diodes Standard Rectifiers Quasi Low Dropout Regulators Boost Omnipolar Hall Switches SBR Diodes Fast Recovery Rectifiers Low Dropout Regulators Buck/Boost/Inverter Smart Fan Drivers Varactor Diodes Bridge Rectifiers Temperature Sensors Power Zener Diodes Voltage References Power Switches Magnetic Sensors Power Rectifier Diodes Shunt References Load Switches Micropower References USB Switches MOSFETs Protection Devices Small Signal MOSFETs Zener TVS Current Monitors LED Drivers Power MOSFETs Thyristor Surge Protection Current Output Charge Pump Protected MOSFETs Data Line Protection Voltage Output Boost Digital Broadcast by Satellite High Voltage MOSFETS Buck Fixed Bias Generators Complementary Pairs Operational Amplifiers Switched Bias Generators H-Bridges Power Supply Multiplex Controllers IntelliFET Comparators MOSFET Controllers Integrated Switch Matrix Active OR-ing Controllers DBS Interface Bipolar Transistors Function Specific Arrays Special Functions Chargers Small Signal BJT Relay Drivers Timer IC Pre-biased BJT Discrete Load Switches Reset Generators Medium Power BJT Discrete Voltage Regulators Siren Drivers High Power BJT MOSFET Gate-Drivers Low Power Motor Control Darlington Transistors Current Mirror Gate-Drivers Audio Low Saturation BJT Direct Digital Feedback Amplifiers H-Bridges Analog Input Amplifiers |
| Revenue Profile - 1Q10 By Channel By Region By Segment Page 7 16% 73% 11% Asia Pacific Europe North America 53% 47% Distribution OEM 28% 20% 17% 32% 3% Industrial Consumer Electronics Communications Automotive Computing |
| First Quarter 2010 Financial Performance Page 8 Revenue $78 $130 $137 $59 $7 Revenue Growth (10%) 7% 5% 76% 5% Gross Profit $14 $42 $48 $34 $6 Gross Margin % 18.6% 32.1% 34.9% 1630 bp 280 bp Operating Profit ($8) $14 $19 $27 $5 Net Income ($11) $14 $15 $26 $1 Earning per share ($0.26) $0.32 $0.33 $0.59 $0.01 Cash Flow from Operations $7 $22 $24 $17 $2 EBITDA $3 $25 $33 $30 $8 1Q09 4Q09 Y-Y Q-Q 1Q10 |
| Second Quarter 2010 Outlook Revenue expected to range between $142-$148 million, up 4% to 8% sequentially This forecast represents our fifth consecutive quarter of revenue growth and will signify another quarterly revenue record Gross Profit is expected to increase at a rate comparable to our revenue growth Operating expenses are anticipated to decrease slightly from first quarter levels on a percent of revenue basis Income tax rate for second quarter is expected to range between 15% - 20% Shares outstanding are expected to be approximately $46 million Continue to authorize Capital Expenditure at our annual model rate of between 10% and 12% of revenue Page 9 |
| Thank you Company Contact: Diodes Incorporated Carl Wertz VP, Finance and Investor Relations P: 805-446-4800 E: carl_wertz@diodes.com Investor Relations Contact: Shelton Group Leanne K. Sievers EVP, Investor Relations P: 949-224-3874 E: lsievers@diodes.com www.diodes.com |
Exhibit 99.4
For immediate release
Diodes Incorporated Announces
Election of Michael K. C. Tsai to Board of Directors
Election of Michael K. C. Tsai to Board of Directors
• Dr. Shing Mao Retires after serving on Board of Directors since 1990
Dallas, Texas — May 25, 2010 — 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 announced that Michael K. C. Tsai was elected to Diodes’ Board
of Directors during the Company’s Annual Meeting of Stockholders on Monday, May 24, 2010.
Effective as of the date of the meeting, Dr. Shing Mao retired from the Board, and Michael Tsai was
elected as his successor. Tsai will be serving on the Compensation Committee and Governance and
Stockholder Relations Committee.
Michael Tsai has over 30 years of experience in the information technology and semiconductor
industries and possesses an impressive track record of Board service and executive management. In
1994, he co-founded Powerchip Semiconductor Corporation and grew it into one of Taiwan’s largest
DRAM manufacturers, generating revenue of approximately US$1.7 billion in 2008. Tsai has served as
a member of Powerchip’s Board of Directors since its inception and held the position of Vice
Chairman of the Board of Directors since 2003, while he also held the management position of
Powerchip’s Senior Vice President and then later President. Additionally, he currently serves as
Chairman of the Board of Directors of several Taiwan-based companies, in which Powerchip has
invested, including Maxchip Electronics Corporation, uPI Semiconductor Corporation, Ubiq
Semiconductor Corporation and Silicon Optronics Inc. Tsai also serves as an independent Board
member of Wistron Corporation and Koryo Electronics Company, both of which are public companies in
Taiwan.
From 1991 to 1994, Tsai was the Chairman of the Board of Directors and Chief Executive Officer of
Elitegroup Computer Systems, Inc. From 1990 to 1994, he served as a Board member and investor
representative of Tailink Venture Corporation. He was also President and Chief Executive Officer
of Espirit Systems, Inc. from 1989 to 1990 and held numerous executive positions in sales,
marketing, planning and general management with the Acer Group from 1978 to 1988. Tsai began his
career as an electronic design engineer with Tatung Corporation in 1977. He received his Bachelor
of Science degree in Control Engineering and Computer Science in 1975 from National Chiao-Tung
University in Taiwan.
“I am very pleased to welcome Michael Tsai to join our Board of Directors,” commented Dr. Keh-Shew
Lu, President and Chief Executive Officer of Diodes Incorporated. “Mr. Tsai has decades of
experience serving on the boards of numerous technology and semiconductor companies, which will
provide our Board with an insightful view of the semiconductor industry. His extensive strategic
planning, sales and general managerial expertise in both Taiwan and the United States uniquely
qualifies him to further strengthen the operation of our Board.”
Dr. Lu concluded, “In recognition of Dr. Mao’s past service and recent retirement from our Board, I
would like to extend my personal appreciation for his strategic counsel and extensive contributions
over the past 20 years. Dr. Mao’s support of Diodes during his tenure on the Board was exceptional
and of long-lasting value to the Company. On behalf of the Board and the entire Diodes’ team, I
wish him well in all his future endeavors.”
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 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,
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 switches, load switches, voltage
supervisors, and motor controllers. The Company’s corporate headquarters and logistics office are
located in Dallas, Texas. A sales, marketing, and engineering 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.
###
Company Contact:
|
Investor Relations Contact: | |
Diodes Incorporated
|
Shelton Group | |
Carl Wertz
|
Leanne K. Sievers | |
VP, Finance and Investor Relations
|
EVP, Investor Relations | |
P: 805-446-4800
|
P: 949-224-3874 | |
E: carl_wertz@diodes.com
|
E: lsievers@sheltongroup.com |