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
September 12, 2011
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 | (Commission File Number) | (I.R.S. Employer | ||
| jurisdiction of | Identification No.) | |||
| incorporation) |
| 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)
(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 September 12, 2011, Diodes Incorporated issued a press release to update its guidance for the
third quarter of 2011. 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 September 12, 2011 |
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: September 14, 2011 | DIODES INCORPORATED |
|||
| By | /s/ Richard D. White | |||
| RICHARD D. WHITE | ||||
| Chief Financial Officer | ||||
Exhibit 99.1
Diodes Incorporated Updates Third Quarter 2011 Guidance
Plano, Texas — September 12, 2011 — Diodes Incorporated (Nasdaq: DIOD), a leading global
manufacturer and supplier of high-quality application specific standard products within the broad
discrete, logic and analog semiconductor markets, today updated its guidance for the third quarter
of 2011.
The Company is maintaining its revenue guidance of $160 million to $170 million for the third
quarter of 2011, or flat to down 6 percent sequentially. The Company is lowering its gross margin
guidance to 29 percent plus or minus 1.5 percent, compared to previous guidance of 32 percent plus
or minus 1.5 percent. Gross margin is being impacted by weak market conditions resulting in
unfavorable pricing and the need to shift the product mix to maintain full loadings at the
Company’s manufacturing operations. The previous guidance remains unchanged for operating expenses
comparable to the second quarter on a dollar basis, and shares used to calculate GAAP EPS are still
anticipated to be approximately 48 million. The effective tax rate for the year is anticipated to
be lower than the previous estimate due mainly to a change in the profitability by country
resulting in a third quarter tax rate of zero to 6 percent, down from the previous guidance of 17
to 23 percent.
About Diodes Incorporated
Diodes Incorporated (Nasdaq: DIOD), a Standard and Poor’s SmallCap 600 and Russell 3000 Index
company, is a leading global manufacturer and supplier of high-quality application specific
standard products within the broad discrete, logic and analog semiconductor markets. Diodes serves
the consumer electronics, computing, communications, industrial, and automotive markets. Diodes’
products include diodes, rectifiers, transistors, MOSFETs, protection devices, functional specific
arrays, single gate logic, amplifiers and comparators, Hall-effect and temperature sensors; power
management devices, including LED drivers, DC-DC switching and linear voltage regulators, and
voltage references along with special function devices, such as USB power switches, load switches,
voltage supervisors, and motor controllers. The Company’s corporate headquarters, logistics center,
and Americas’ sales office are located in Plano, Texas. Design, marketing, and engineering centers
are located in Plano; San Jose, California; Taipei, Taiwan; Manchester, England; and Neuhaus,
Germany. The Company’s wafer fabrication facilities are located in Kansas City, Missouri and
Manchester, with two manufacturing facilities located in Shanghai, China, another in Neuhaus, and
two joint venture facilities located in Chengdu, China. Additional engineering, sales, warehouse,
and logistics offices are located in Fort Worth, Texas; Taipei; Hong Kong; Manchester; and Munich,
Germany, with support offices located throughout the world. For further information, including SEC
filings, visit the Company’s website at http://www.diodes.com.
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995: Any statements
set forth above that are not historical facts are forward-looking statements that involve risks and
uncertainties that could cause actual results to differ materially from those in the
forward-looking statements. Such statements include statements regarding our expectation that: the
Company is maintaining its revenue guidance of $160 million to $170 million for the third quarter
of 2011, or flat to down 6 percent sequentially; the Company is lowering its gross margin guidance
to 29 percent plus or minus 1.5 percent, compared to previous guidance of 32 percent plus or minus
1.5 percent; gross margin is being impacted by weak market conditions resulting in unfavorable
pricing and the need to shift the product mix to maintain full loadings at the Company’s
manufacturing operations; the previous guidance remains unchanged for operating expenses comparable
to the second quarter on a dollar basis, and shares used to calculate GAAP EPS are still
anticipated to be approximately 48 million; and the effective tax rate for the year is anticipated
to be lower than the previous estimate due mainly to a change in the profitability by country
resulting in a third quarter tax rate of zero to 6 percent, down from the previous guidance of 17
to 23 percent. Potential risks and uncertainties include, but are not limited to, such factors as:
we may not be able to maintain our current growth strategy or continue to maintain our current
performance, costs and loadings in our manufacturing facilities; risks of domestic and foreign
operations, including excessive operation costs, labor shortages and our joint venture prospects;
unfavorable currency exchange rates; our future guidance may be incorrect; the global economic
weakness may be more severe or last longer than we currently anticipated; and other information
detailed from time to time in the Company’s filings with the United States Securities and Exchange
Commission.
Recent news releases, annual reports, and SEC filings are available at the Company’s website:
http://www.diodes.com. Written requests may be sent directly to the Company, or they may be
e-mailed to: diodes-fin@diodes.com.
# # #
Company Contact:
|
Investor Relations Contact: | |
Diodes Incorporated
|
Shelton Group | |
Laura Mehrl
|
Leanne K. Sievers | |
Director of Investor Relations
|
EVP, Investor Relations | |
P: 972-385-4492
|
P: 949-224-3874 | |
E: laura_mehrl@diodes.com
|
E: lsievers@sheltongroup.com |