UNITED STATES
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
March 23, 2011
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)
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 March 23, 2011, the Company representative attended Sidoti 15th Annual Emerging Growth Institutional Investor Forum and held a presentation meeting. A copy of the presentation slides is attached as  Exhibit 99.1  to this Report.
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 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 presentation, 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 our operating results in a manner that enables stockholders to more thoroughly evaluate our current performance as compared to past performance. We also believe these non-GAAP measures provide stockholders with a more informed baseline for modeling the Company’s future financial performance. Our management uses these non-GAAP measures for the same purpose. We believe that our stockholders should have access to, and that we are obligated to provide, the same set of tools that we use in analyzing our 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 February 15, 2011 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 February 15, 2011, we have 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 of the global economy; continued 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, including excessive operation costs, labor shortages and Diodes’ joint venture prospects; unfavorable currency exchange rates; availability of tax credits; Diodes’ ability to maintain its current growth strategy or continue to maintain its current performance, costs and loadings in manufacturing facilities; the global economic weakness may be more severe or last longer than Diodes currently anticipate; 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	 	 	Presentation Slides for Sidoti 15th Annual Emerging Growth Institutional Investor Forum in New York, New York on March 23, 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: March 23, 2011 	DIODES INCORPORATED
 	 	
 	By  	/s/ Richard D. White  	 	
 	 	RICHARD D. WHITE 	 	
 	 	Chief Financial Officer 	 	

Exhibit 99.1

Sidoti Fifteenth Annual Emerging Growth Institutional Investor Forum New York, NY March 23, 2011	

 

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' first quarter of 2011 business outlook, including revenue is expected to be flat to down five percentage points compared to fourth quarter 2010; gross margin is expected to be 36.5 percent, plus or minus one percentage point; operating expenses are anticipated to be comparable to fourth quarter levels on a percent of revenue basis; income tax rate is expected to range between 17 and 23 percent; and shares used to calculate GAAP EPS for the first quarter are anticipated to be approximately 46.3 million. 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 of the global economy; continued 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, including excessive operation costs, labor shortages and Diodes' joint venture prospects; unfavorable currency exchange rates; availability of tax credits; Diodes' ability to maintain its current growth strategy or continue to maintain its current performance, costs and loadings in manufacturing facilities; the global economic weakness may be more severe or last longer than Diodes currently anticipate; and other information detailed from time to time in filings with the United States Securities and Exchange Commission. This presentation also contains non-GAAP measures. See the Company's press release on February 9, 2011 titled "Diodes Incorporated Reports Fiscal 2010 and Fourth Quarter 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).	

 

Management Representative Page 3 Dr. Keh-Shew Lu President and CEO President and CEO Since 2005 Director - Diodes 9 years Texas Instruments 27 years Experience: Senior Vice President of TI Worldwide Analog and Logic Senior Vice President of TI Worldwide Memory President of Texas Instruments - Asia Education: Master's Degree and Doctorate in Electrical Engineering Texas Tech University Bachelor's Degree in Engineering National Cheng Kung University - Taiwan	

 

Company Representative Page 4 Laura Mehrl Director of Investor Relations Since May 2010 Experience: Director of Investor Relations, Diodes Incorporated, Dallas, Texas Senior Business Development Manager, STMicroelectronics, Carrollton, Texas Sales Director for Analog Devices Inc., Shanghai, China Product Marketing Manager at Texas Instruments (TI), Dallas, Texas Senior Engineer at Lattice Semiconductor Inc., Hillsboro, Oregon Wafer fab design engineer and product engineer at TI, Lubbock, Texas Education: MBA with concentration in International Marketing, Texas Tech University BS in Electrical and Computer Engineering, University of Iowa	

 

Page 5 A leading global manufacturer and supplier of high-quality application specific, standard products within the broad discrete, logic and analog markets, serving the computing, consumer, communications, industrial and automotive segments. About Diodes Incorporated	

 

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 high quality semiconductor products Page 6	

 

2010 Total Semiconductor Market ($298 bn) Significant Market Opportunity Page 7 $117 bn $29 bn $70 bn $42 bn $20 bn Diodes' SAM: $10 - $12 bn Diodes' SAM: $13 - $15 bn Opto $20 bn Std Logic Analog Discrete Micro/Special Memory Diodes' SAM: $3 - $5 bn	

 

Diodes Growth Strategy Page 8 Many Paths for Growth: Product portfolio Product arena Product line expansion Performance enhancement Application space Targeted end equipments Broad customer base Increased product coverage Packaging breadth Broad packaging portfolio Increased power density Small form factor	

 

Product Portfolio Progression Page 9 Discrete Diodes MOSFET Rectifiers Transistor Protection Devices Analog Power Management Power Switches Standard Linear Sensors LED Drivers Logic Low Voltage CMOS High Speed CMOS Advanced Ultra-Low Power CMOS 2006 2010	

 

SKY Rectifiers MOSFET Bipolar LDO DC-DC (Asynchronous) Performance Enhancement Page 10 Diodes' product upgrade has expanded our SAM SBR(r) (Super Barrier Rectifiers) (Vb < 400v) DIOFETTM (Low RDS(on), Vb < 100V) CMOS LDO (Low power) DC-DC (Asynchronous, high current) DIODESTARTM Rectifiers (Vb > 600v) DIODESTARTM MOSFET (Ultra low RDS(on), Vb > 600V) Low Noise LDO DC-DC (Synchronous, with low & high current)	

 

Efficiency, Functionality, and Control for Smart Phones Page 11 LCD Backlighting LED Drivers Boost Converters Schottky Diodes LCD / OLED Display Bias LCD Bias ICs OLED Bias ICs Schottky Diodes LED Flash Module Camera Flash Drivers ZXMN series MOSFETs Keypad Backlighting LED Drivers Boost Converters Schottky Diodes System Voltage Conversion Low Dropout Regulators DC-DC Converters Schottky Diodes Low-Saturation Bipolar Transistors GPS Antenna Detection Current Monitors Flip / Slide Detection Hall Effect Sensors Hall Effect Drivers Battery Power Management USB Power Switches Current Monitors Charger ICs Low-Saturation Bipolar Transistors ZXMP series MOSFETs RF Power Amplifier Low Dropout Regulators	

 

Strong Relationships Drive LCD/LED TV Product Roadmaps Page 12 LCD Display Buffer 40V High-gain BJT System Power Conversion Low Dropout Regulators DC-DC Converters Voltage References Synchronous MOSFET Controllers 40V/100V SBR and Schottkys Bridge Rectifier Diodes LCD LED Backlighting Current Monitors 400V High-gain NPN BJT 60V/100V High-gain NPN BJT 60V/100V N-channel MOSFETS CCFL Backlighting 30V Low On-resistance MOSFETs System Interface USB Power Switches Zener and TVS Arrays System Power Management Buck DC-DC Converters Low Dropout Regulators 20V/30V/40V SBR(r) and Schottkys 30V P-Channel MOSFETs 30V Low-saturation PNP BJT Antenna Tuner DC-DC Converters 40V Schottkys Audio Amplifier Buck DC-DC Converters Schottky Diodes SBR	

 

Product Breadth and Performance for Computing Platforms Page 13 LCD / LED Backlighting LED Drivers Boost Converters Schottky Diodes Battery Power Management Current Monitors Load Switches Low-Saturation BJT ZXMP series MOSFETs System Voltage Conversion Low Dropout Regulators DC-DC Converters Schottky Diodes Low-Saturation BJT Open / Close Detection Hall Effect Sensors Hall Effect Drivers System Power Management Buck DC-DC Converters Low Dropout Regulators Super Barrier Rectifiers Schottky Diodes P-Channel MOSFETs Low-Saturation BJT System Interface USB Power Switches Zener and TVS Arrays Audio Amplifier Buck DC-DC Converters Schottky Diodes Super Barrier Rectifiers Wireless Connectivity DC-DC Converters Low Dropout Regulators	

 

Page 14 Packaging Focus: Miniaturization and Power Efficiency PD-5 PM-III PD-323 PD-123 SOT923 TO252 TO220/263/ ITO220S SOT223 SIP-3/4 SOT89 QSOP16/20L MSOP8/10 SOIC8 TSSOP8 SOT666 QFN 3~16 pin 0.4mm DFN 0.3mm DFN DFN1006-2 SOT953/963 SOT26/363 SOT25/353 SOT143/SC82 SOT23F SOT23/523 SC59 SOD-323F SOD123/323 SOIC14 TSOT23-5/6 Power DI 5060 SOD323F High Pin QFN T-CSP / DFN0603 WL-CSP TSSOP14/16 SOLAR	

 

Page 15 Packaging Focus: Miniaturization and Power Efficiency Power Efficiency Miniaturization DFN 1006-2 Possibly the smallest Discrete semiconductor package. DFN 1006-2 0.6mm 1.0mm Compared to a TO252, the PowerDI(r)5 package delivers twice the power density from a 55% smaller footprint. PowerDI(r)5 TO252	

 

Efficient Manufacturing + Superior Processes Page 16 Shanghai-based packaging with capacity greater than 23 billion units Flexible and optimized manufacturing process = low packaging cost Additional packaging facilities in Neuhaus, Germany and JV in Chengdu, China Bipolar process technology for discrete and ICs High volume 5" and 6" wafer fab in Kansas City, Missouri for discretes 6" Wafer fab in Oldham, United Kingdom Strong engineering capabilities Packaging Wafer Fabs Economies of Scale: Production Units in Shanghai (bn) 20 8.2bn 2005 11.8b n 2006 15.4bn 2007 16.7bn 2008 2004 5.4bn 18 16 14 12 10 8 6 4 2 2.1bn 2002 3.4bn 2003 2001 1.3bn 2001 - 2010 (CAGR: 37.7%) 16.2bn 2009 2010 22 24 18.9bn 2009 Capacity Capex Model = 10% - 12% of Revenue 23.2bn	

 

Page 17 Quanta Hon Hai Collaborative Customer Relationships	

 

Annual Revenue Growth Rates Outperforming the Industry Page 18 59.9% 2003 to 2010 Growth Diodes Inc.: 23.9% SAM Industry: 6.5% 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 2010 34.4% 41.1%	

 

Revenue Profile - 2010 By Channel By Region By Segment Page 19 15% 73% 12% Asia Pacific Europe North America 54% 46% Distribution OEM / EMS 28% 20% 17% 32% 3% Industrial Consumer Communications Automotive Computing	

 

Page 20 Year 2010 Highlights Revenue increased to a record $612.9 million, an increase of 41.1 percent over the $434.4 million in 2009. Gross profit increased $103.7 million to a record $224.9 million, an increase of 85.6 percent compared to 2009. Gross margin increased 880 basis point to 36.7 percent. GAAP net income was a record $76.7 million, or $1.68 per diluted share, up from 2009 GAAP net income of $7.5 million, or $0.17 per diluted share. Non-GAAP adjusted net income was a record $82.9, or $1.82 per diluted share, up from 2009 adjusted net income of $24.1 million, or $0.55 per diluted share. Achieved $110.8 million cash flow from operations, $28.9 million net cash flow and $29.2 million free cash flow.	

 

Fourth Quarter 2010 Financial Performance Page 21 Revenue $130.3 $163.1 $163.8 $33.5 $0.7 Revenue Growth 7% 9% 0.4% 25.7% 0.4% Gross Profit $41.8 $61.0 $62.6 $20.8 $1.6 Gross Margin % 32.1% 37.4% 38.3% 620 bp 90 bp Operating Profit $14 $30 $32 $18 $2 Net Income $14.2 $21.2 $24.0 $9.8 $2.8 Earning per Share $0.32 $0.46 $0.52 $0.20 $0.06 Cash Flow from Operations $22 $43 $28 $6 ($15) EBITDA(Non-GAAP) $25.3 $42.3 $46.3 $21.0 $4.0 4Q09 3Q10 Y/Y Q/Q 4Q10 (In millions except per share)	

 

Balance Sheet Page 22 Dec 31, 2009 Cash $104 $242 $271 Short-term Investment $ - $297 $ - Inventory $ 99 $ 90 $121 Current Assets $297 $751 $541 Long-term Investment $321 $ - $ - Total Assets $891 $1,022 $847 Convertible Notes ST/LT $155 $121 $128 Other Long-term Debt $217 $ 3 $ 3 Total Liabilities $491 $571 $294 Total Equity $400 $451 $553 Dec 31, 2010 Dec 31, 2008 (adjusted) In millions	

 

1Q 2011 Business Outlook Page 23 Revenue is expected to be flat to down five percentage points compared to fourth quarter 2010. Gross margin is expected to be 36.5 percent, plus or minus one percentage point. Operating expenses are anticipated to be comparable to fourth quarter levels on a percent of revenue basis. Income tax rate is expected to range between 17 and 23 percent. Shares used to calculate GAAP EPS for the first quarter are anticipated to be approximately 46.3 million.	

 

Strategy: Profitable Growth Page 24	

 

Thank you Company Contact: Diodes Incorporated Laura Mehrl Director of Investor Relations P: 972-385-4492 E: laura_mehrl@diodes.com Investor Relations Contact: Shelton Group Leanne K. Sievers EVP, Investor Relations P: 949-224-3874 E: lsievers@diodes.com www.diodes.com