Delaware
|
|
95-2039518
|
(State or other jurisdiction of
|
|
(I.R.S. Employer
|
incorporation or organization)
|
|
Identification Number)
|
3050 East Hillcrest Drive |
|
|
Westlake Village, California |
|
91362 |
(Address of principal executive offices) |
|
(Zip code) |
(805) 446-4800 |
|
|
|
(Registrants telephone number, including area code) |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [ X
]
No [ ]
December 31,
|
June 30,
|
||||||
2003
|
2004
|
||||||
|
|
||||||
(
Unaudited)
|
|||||||
CURRENT ASSETS | |||||||
Cash and cash equivalents
|
$
|
12,847,000
|
$
|
14,586,000
|
|||
Accounts receivable
|
|
|
|||||
Customers
|
27,010,000
|
32,428,000
|
|||||
Related parties
|
3,938,000
|
4,892,000
|
|||||
|
|
||||||
|
30,948,000
|
37,320,000
|
|||||
Less: Allowance for doubtful receivables
|
375,000
|
374,000
|
|||||
|
|
||||||
|
30,573,000
|
36,946,000
|
|||||
|
|
|
|||||
Inventories
|
16,164,000
|
19,650,000
|
|||||
Deferred income taxes, current
|
5,547,000
|
5,734,000
|
|||||
Prepaid expenses and other current assets
|
2,256,000
|
2,294,000
|
|||||
Prepaid income taxes
|
446,000
|
238,000
|
|||||
|
|
||||||
Total current assets
|
67,833,000
|
79,448,000
|
|||||
|
|
|
|||||
PROPERTY, PLANT AND EQUIPMENT
, at cost, net o
f accumulated depreciation and amortization
|
47,893,000
|
55,436,000
|
|||||
|
|
|
|||||
DEFERRED INCOME TAXES
, non-current
|
1,816,000
|
1,296,000
|
|||||
|
|
|
|||||
OTHER ASSETS
|
|
|
|||||
Goodwill
|
5,090,000
|
5,090,000
|
|||||
Other
|
1,163,000
|
1,763,000
|
|||||
|
|
||||||
TOTAL ASSETS
|
$
|
123,795,000
|
$
|
143,033,000
|
|||
|
|
December 31,
|
June 30,
|
||||||
2003
|
2004
|
||||||
|
|
||||||
(Unaudited)
|
|||||||
CURRENT LIABILITIES
|
|
|
|||||
Line of credit
|
$
|
8,488,000
|
$
|
7,661,000
|
|||
Accounts payable
|
|
|
|||||
Trade
|
14,029,000
|
16,567,000
|
|||||
Related parties
|
3,453,000
|
4,804,000
|
|||||
Accrued liabilities
|
8,715,000
|
13,003,000
|
|||||
Current portion of long-term debt
|
|
|
|||||
Related party
|
2,500,000
|
2,500,000
|
|||||
Other
|
3,333,000
|
1,667,000
|
|||||
Current portion of capital lease obligations
|
161,000
|
163,000
|
|||||
|
|
||||||
Total current liabilities
|
40,679,000
|
46,365,000
|
|||||
|
|
|
|||||
LONG-TERM DEBT
, net of current portion
|
|
|
|||||
Related party
|
3,750,000
|
2,500,000
|
|||||
Other
|
3,000,000
|
3,000,000
|
|||||
|
|
|
|||||
CAPITAL LEASE OBLIGATIONS
, net of current portion
|
2,334,000
|
2,242,000
|
|||||
|
|
|
|||||
MINORITY INTEREST IN JOINT VENTURE
|
2,582,000
|
2,600,000
|
|||||
|
|
|
|||||
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;
14,627,284 and 14,930,159 shares issued at December 31, 2003 and June 30, 2004, respectively |
6,502,000
|
6,704,000
|
|||||
Additional paid-in capital
|
11,192,000
|
14,793,000
|
|||||
Retained earnings
|
55,779,000
|
66,759,000
|
|||||
|
|
||||||
|
73,473,000
|
88,256,000
|
|||||
Less:
|
|
|
|||||
Treasury stock 1,613,508 shares of common stock, at cost
|
1,782,000
|
1,782,000
|
|||||
Accumulated other comprehensive loss (gain)
|
241,000
|
148,000
|
|||||
|
|
||||||
|
2,023,000
|
1,930,000
|
|||||
|
|
|
|||||
Total stockholders equity
|
71,450,000
|
86,326,000
|
|||||
|
|
||||||
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
|
$
|
123,795,000
|
$
|
143,033,000
|
|||
|
|
Three Months Ended
|
Six Months Ended
|
||||||||||||
|
|
||||||||||||
2003
|
2004
|
2003
|
2004
|
||||||||||
|
|
|
|
||||||||||
Net sales
|
$
|
33,316,000
|
$
|
47,012,000
|
$
|
62,762,000
|
$
|
88,442,000
|
|||||
Cost of goods sold
|
24,970,000
|
31,984,000
|
46,955,000
|
60,664,000
|
|||||||||
|
|
|
|
||||||||||
Gross profit
|
8,346,000
|
15,028,000
|
15,807,000
|
27,778,000
|
|||||||||
|
|
|
|
|
|||||||||
Selling, general and administrative
expenses
|
4,777,000
|
6,417,000
|
9,009,000
|
11,908,000
|
|||||||||
Research and development expenses
|
400,000
|
815,000
|
746,000
|
1,562,000
|
|||||||||
Loss (gain) on sale of fixed assets
|
32,000
|
(8,000
|
)
|
(56,000
|
)
|
15,000
|
|||||||
|
|
|
|
||||||||||
Total operating expenses
|
5,209,000
|
7,224,000
|
9,699,000
|
13,485,000
|
|||||||||
|
|
|
|
|
|||||||||
Income from operations
|
3,137,000
|
7,804,000
|
6,108,000
|
14,293,000
|
|||||||||
|
|
|
|
|
|||||||||
Other income (expense)
|
|
|
|
|
|||||||||
Interest income
|
5,000
|
8,000
|
9,000
|
10,000
|
|||||||||
Interest expense
|
(223,000
|
)
|
(153,000
|
)
|
(472,000
|
)
|
(337,000
|
)
|
|||||
Other
|
(7,000
|
)
|
24,000
|
(96,000
|
)
|
(124,000
|
)
|
||||||
|
|
|
|
||||||||||
|
(225,000
|
)
|
(121,000
|
)
|
(559,000
|
)
|
(451,000
|
)
|
|||||
|
|
|
|
|
|||||||||
Income before income taxes and minority
interest
|
2,912,000
|
7,683,000
|
5,549,000
|
13,842,000
|
|||||||||
Income tax benefit (provision)
|
(651,000
|
)
|
(1,383,000
|
)
|
(1,268,000
|
)
|
(2,543,000
|
)
|
|||||
|
|
|
|
||||||||||
|
|
|
|
|
|||||||||
Income before minority interest
|
2,261,000
|
6,300,000
|
4,281,000
|
11,299,000
|
|||||||||
|
|
|
|
|
|||||||||
Minority interest in joint venture earnings
|
(89,000
|
)
|
(177,000
|
)
|
(187,000
|
)
|
(319,000
|
)
|
|||||
|
|
|
|
||||||||||
Net income
|
$
|
2,172,000
|
$
|
6,123,000
|
$
|
4,094,000
|
$
|
10,980,000
|
|||||
|
|
|
|
||||||||||
Earnings per share
|
|
|
|
|
|||||||||
Basic
|
$
|
0.17
|
$
|
0.46
|
$
|
0.33
|
$
|
0.83
|
|||||
Diluted
|
$
|
0.15
|
$
|
0.40
|
$
|
0.29
|
$
|
0.72
|
|||||
|
|
|
|
||||||||||
Weighted average shares outstanding
|
|
|
|
|
|||||||||
Basic
|
12,678,194
|
13,265,146
|
12,575,166
|
13,180,992
|
|||||||||
Diluted
|
14,268,400
|
15,329,760
|
14,058,761
|
15,306,089
|
|||||||||
|
|
|
|
Six Months Ended
|
|||||||
|
|||||||
2003
|
2004
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|||||
$
|
4,094,000
|
$
|
10,980,000
|
||||
Adjustments to reconcile net income to net cash
provided by operating activities:
|
|
|
|||||
Depreciation and amortization
|
5,327,000
|
6,145,000
|
|||||
Minority interest earnings
|
187,000
|
319,000
|
|||||
Loss (gain) on sale of property, plant and equipment
|
(107,000
|
)
|
15,000
|
||||
Changes in operating assets:
|
|
|
|||||
Accounts receivable
|
(2,889,000
|
)
|
(6,568,000
|
)
|
|||
Inventories
|
(1,376,000
|
)
|
(3,486,000
|
)
|
|||
Prepaid expenses, taxes and other assets
|
(259,000
|
)
|
268,000
|
||||
Changes in operating liabilities:
|
|
|
|||||
Accounts payable
|
1,806,000
|
3,889,000
|
|||||
Accrued liabilities
|
(539,000
|
)
|
2,219,000
|
||||
|
|
||||||
Net cash provided by operating activities
|
6,244,000
|
13,781,000
|
|||||
|
|
||||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|||||
Purchase of property, plant and equipment
|
(7,656,000
|
)
|
(10,300,000
|
)
|
|||
Proceeds from sale of property, plant and equipment
|
442,000
|
55,000
|
|||||
|
|
|
|||||
Net cash used in investing activities
|
(7,214,000
|
)
|
(10,245,000
|
)
|
|||
|
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|||||
Advances on (repayments of) line of credit, net
|
3,217,000
|
(827,000
|
)
|
||||
Proceeds from the issuance of common stock
|
693,000
|
1,868,000
|
|||||
Repayments of long-term obligations
|
(2,916,000
|
)
|
(2,916,000
|
)
|
|||
Repayments of capital lease obligations
|
(88,000
|
)
|
(90,000
|
)
|
|||
Management incentive reimbursement from LSC
|
--
|
375,000
|
|||||
Dividend to minority shareholder
|
--
|
(300,000
|
)
|
||||
|
|
|
|||||
Net cash provided (used) by financing activities
|
906,000
|
(1,890,000
|
)
|
||||
|
|
||||||
EFFECT OF EXCHANGE RATE CHANGES
ON CASH AND CASH EQUIVALENTS
|
63,000
|
93,000
|
|||||
|
|
|
|||||
INCREASE (DECREASE) IN CASH AND EQUIVALENTS
|
(1,000
|
)
|
1,739,000
|
||||
|
|
|
|||||
CASH AT BEGINNING OF PERIOD
|
7,284,000
|
12,847,000
|
|||||
|
|
||||||
CASH AT END OF PERIOD
|
$
|
7,283,000
|
$
|
14,586,000
|
|||
|
|
||||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
|
|
|
|||||
Cash paid during the period for:
|
|
|
|||||
Interest
|
$
|
463,000
|
$
|
343,000
|
|||
|
|
||||||
Income taxes
|
$
|
761,000
|
$
|
1,592,000
|
|||
|
|
||||||
Non-cash activities:
|
|
|
|||||
Tax benefit of stock options exercised credited to additional paid-in capital
|
--
|
$
|
1,755,000
|
||||
|
|
December 31, |
June 30, |
||||||
|
2003 |
2004 |
|||||
|
|
||||||
Finished goods
|
$
|
9,920,000
|
$
|
11,683,000
|
|||
Work-in-progress
|
1,818,000
|
1,897,000
|
|||||
Raw materials
|
6,519,000
|
8,312,000
|
|||||
|
|
||||||
|
18,257,000
|
21,892,000
|
|||||
Less: Reserves
|
(2,093,000
|
)
|
(2,242,000
|
)
|
|||
|
|
||||||
Net inventory
|
$
|
16,164,000
|
$
|
19,650,000
|
|||
|
|
For the three months ended June 30 (in 000s except per share data),
|
||||||||
|
||||||||
Amounts Per Share
|
Amounts Per Share
|
|||||||
|
|
|||||||
|
2003
|
Basic
|
Diluted
|
2004
|
Basic
|
Diluted
|
||
|
|
|
|
|
|
|||
Net income
|
$ 2,172
|
$ 0.17
|
$ 0.15
|
$ 6,123
|
$ 0.46
|
$ 0.40
|
||
Additional compensation for fair
value of
stock options, net of tax effect |
(383)
|
(0.03)
|
(0.02)
|
(302)
|
(0.02)
|
(0.02)
|
||
|
|
|
|
|
|
|||
Proforma net income
|
$ 1,789
|
$ 0.14
|
$ 0.13
|
$ 5,821
|
$ 0.44
|
$ 0.38
|
||
|
|
|
|
|
|
For the six months ended June 30 (in 000s except per share data),
|
||||||||
|
||||||||
Amounts Per Share
|
Amounts Per Share
|
|||||||
|
|
|||||||
|
2003
|
Basic
|
Diluted
|
2004
|
Basic
|
Diluted
|
||
|
|
|
|
|
|
|||
Net income
|
$ 4,094
|
$ 0.33
|
$ 0.29
|
$ 10,980
|
$ 0.83
|
$ 0.79
|
||
Additional compensation for fair
value of
stock options, net of tax effect |
(881)
|
(0.07)
|
(0.06)
|
(602)
|
(0.04)
|
(0.04
)
|
||
|
|
|
|
|
|
|||
Proforma net income
|
$ 3,213
|
$ 0.26
|
$ 0.23
|
$ 10,378
|
$ 0.79
|
$ 0.68
|
||
|
|
|
|
|
|
Far East |
North America |
Consolidated
|
||||||||
|
|
|
||||||||
Three Months Ended
June 30, 2003
|
||||||||||
Total sales
|
$
|
28,551,000
|
$
|
18,013,000
|
$
|
46,564,000
|
||||
Inter-company sales
|
(10,739,000
|
)
|
(2,509,000
|
)
|
(13,248,000
|
)
|
||||
|
|
|
||||||||
Net sales
|
$
|
17,812,000
|
$
|
15,504,000
|
$
|
33,316,000
|
||||
|
|
|
|
|||||||
Assets
|
$
|
69,143,000
|
$
|
42,384,000
|
$
|
111,527,000
|
||||
Property, plant and equipment
|
$
|
34,053,000
|
$
|
12,633,000
|
$
|
46,686,000
|
||||
|
|
|
|
Far East
|
|
|
North America
|
|
|
Consolidated
Segments
|
|||
|
|
|
||||||||
Three Months Ended
June 30, 2004
|
|
|
|
|||||||
Total sales
|
$
|
46,185,000
|
$
|
24,051,000
|
$
|
70,236,000
|
||||
Inter-company sales
|
(18,738,000
|
)
|
(4,486,000
|
)
|
(23,224,000
|
)
|
||||
|
|
|
||||||||
Net sales
|
$
|
27,447,000
|
$
|
19,565,000
|
$
|
47,012,000
|
||||
|
|
|
|
|||||||
Assets
|
$
|
99,438,000
|
$
|
43,595,000
|
$
|
143,033,000
|
||||
Property, plant and equipment
|
$
|
43,617,000
|
$
|
11,819,000
|
$
|
55,436,000
|
||||
|
|
|
Far East
|
|
|
North America
|
|
|
Consolidated
Segments
|
||||
|
|
|
||||||||
Six Months Ended
June 30, 2003
|
|
|
|
|||||||
Total sales
|
$
|
55,508,000
|
$
|
34,258,000
|
$
|
89,766,000
|
||||
Inter-company sales
|
(21,227,000
|
)
|
(5,777,000
|
)
|
(27,004,000
|
)
|
||||
|
|
|
||||||||
Net sales
|
$
|
34,281,000
|
$
|
28,481,000
|
$
|
62,762,000
|
||||
|
|
|
|
|||||||
Assets
|
$
|
69,143,000
|
$
|
42,384,000
|
$
|
111,527,000
|
||||
Property, plant and equipment
|
$
|
34,053,000
|
$
|
12,633,000
|
$
|
46,686,000
|
||||
|
|
|
|
Far East
|
North America
|
Consolidated
Segments
|
|||||||
|
|
|
||||||||
Six Months Ended
June 30, 2004
|
|
|
|
|||||||
Total sales
|
$
|
87,086,000
|
$
|
45,428,000
|
$
|
132,514,000
|
||||
Inter-company sales
|
(35,705,000
|
)
|
(8,367,000
|
)
|
(44,072,000
|
)
|
||||
|
|
|
||||||||
Net sales
|
$
|
51,381,000
|
$
|
37,061,000
|
$
|
88,442,000
|
||||
|
|
|
|
|||||||
Assets
|
$
|
99,438,000
|
$
|
43,595,000
|
$
|
143,033,000
|
||||
Property, plant and equipment
|
$
|
43,617,000
|
$
|
11,819,000
|
$
|
55,436,000
|
||||
|
|
|
Percent of Net Sales
|
Percentage Dollar
|
||||||||||||
|
|
||||||||||||
|
2003
|
|
|
2004
|
|
|
|
|
|
03 to 04
|
|
||
|
|
|
|||||||||||
|
|
|
|
|
|||||||||
Net sales
|
100.0
|
%
|
100.0
|
%
|
|
41.1
|
%
|
||||||
|
|
|
|
|
|||||||||
Cost of goods sold
|
(74.9
|
)
|
(68.0
|
)
|
|
28.1
|
|||||||
|
|
|
|||||||||||
Gross profit
|
25.1
|
32.0
|
|
80.1
|
|||||||||
|
|
|
|
|
|||||||||
Operating expenses
|
(15.7
|
)
|
(15.4
|
)
|
|
38.7
|
|||||||
|
|
|
|||||||||||
Operating income
|
9.4
|
16.6
|
|
148.8
|
|||||||||
|
|
|
|
|
|||||||||
Interest expense, net
|
(0.7
|
)
|
(0.4
|
)
|
|
(33.5
|
)
|
||||||
|
|
|
|
|
|||||||||
Other income
|
(0.1
|
)
|
0.1
|
|
442.9
|
||||||||
|
|
|
|||||||||||
Income before taxes and minority interest
|
8.6
|
16.3
|
|
163.8
|
|||||||||
|
|
|
|
|
|||||||||
Income tax benefit (provision)
|
(1.8
|
)
|
(2.9
|
)
|
|
112.4
|
|||||||
|
|
|
|||||||||||
Income before minority interest
|
6.8
|
13.4
|
|
178.6
|
|||||||||
Minority interest
|
(0.3
|
)
|
(0.4
|
)
|
|
98.9
|
|||||||
|
|
|
|||||||||||
Net income
|
6.5
|
13.0
|
|
181.9
|
|||||||||
|
|
|
|
2003
|
|
|
2004
|
|
||
|
|
||||||
Net Sales
|
$
|
33,316,000
|
$
|
47,012,000
|
|
2003
|
|
|
2004
|
|
||
|
|
||||||
Cost of Goods Sold
|
$
|
24,970
,000
|
$
|
31
,984
,000
|
|||
Gross Profit
|
$
|
8
,346
,000
|
$
|
15,028
,000
|
|||
Gross Profit Margin Percentage
|
25.1
|
%
|
32.0
|
%
|
|
2003
|
2004
|
|||||
|
|
||||||
Total Operating Expenses
|
$
|
5,209,000
|
$
|
7,224,000
|
|
2003
|
|
|
2004
|
|
||
|
|
||||||
Net Interest Income (Expense)
|
$
|
218,000
|
$
|
145,000
|
|
2003
|
|
|
2004
|
|
||
|
|
||||||
Other Income (Expense)
|
$
|
(7,000
|
)
|
$
|
24,000
|
|
2003
|
|
|
2004
|
|
||
|
|
||||||
Income Tax Provision
|
$
|
651,000
|
$
|
1,383,000
|
|
2003
|
|
|
2004
|
|||
|
|
||||||
Minority Interest in Joint Venture
|
$
|
89,000
|
$
|
177,000
|
Percent of Net Sales
|
Percentage Dollar
Increase
(Decrease)
|
|||||||||||
|
|
|||||||||||
|
2003
|
|
|
2004
|
|
|
|
|
03 to 04
|
|
||
|
|
|
||||||||||
|
|
|
|
|||||||||
Net sales
|
100.0
|
%
|
100.0
|
%
|
40.9
|
%
|
||||||
|
|
|
|
|||||||||
Cost of goods sold
|
(74.8
|
)
|
(68.6
|
)
|
29.2
|
|||||||
|
|
|
||||||||||
Gross profit
|
25.2
|
31.4
|
75.7
|
|||||||||
|
|
|
|
|||||||||
Operating expenses
|
(15.5
|
)
|
(15.2
|
)
|
39.0
|
|||||||
|
|
|
||||||||||
Operating income
|
9.7
|
16.2
|
134.0
|
|||||||||
|
|
|
|
|||||||||
Interest expense, net
|
(0.8
|
)
|
(0.4
|
)
|
(29.2
|
)
|
||||||
|
|
|
|
|||||||||
Other income
|
(0.1
|
)
|
(0.1
|
)
|
(28.1
|
)
|
||||||
|
|
|
||||||||||
Income before taxes and minority interest
|
8.8
|
15.7
|
149.5
|
|||||||||
|
|
|
|
|||||||||
Income tax benefit (provision)
|
(2.0
|
)
|
(2.9
|
)
|
100.6
|
|||||||
|
|
|
||||||||||
Income before minority interest
|
6.8
|
12.8
|
163.9
|
|||||||||
Minority interest
|
(0.3
|
)
|
(0.4
|
)
|
70.6
|
|||||||
|
|
|
||||||||||
Net income
|
6.5
|
12.4
|
168.2
|
|||||||||
|
|
|
|
2003
|
|
|
2004
|
|||
|
|
||||||
Net Sales
|
$
|
62,762,000
|
$
|
88,442,000
|
|
2003
|
2004
|
|||||
|
|
||||||
Cost of Goods Sold
|
$
|
46
,955
,000
|
$
|
60
,664
,000
|
|||
Gross Profit
|
$
|
15
,807
,000
|
$
|
27,778
,000
|
|||
Gross Profit Margin Percentage
|
25.2
|
%
|
31.4
|
%
|
|
2003
|
|
|
2004
|
|
||
|
|
||||||
Total Operating Expenses
|
$
|
9,699,000
|
$
|
13,485,000
|
|
2003
|
|
|
2004
|
|||
|
|
||||||
Net Interest Income (Expense)
|
$
|
463,000
|
$
|
327,000
|
|
2003
|
|
|
2004
|
|||
|
|
||||||
Other Income (Expense)
|
$
|
(96,000
|
)
|
$
|
(124,000
|
)
|
|
2003
|
|
|
2004
|
|
||
|
|
||||||
Income Tax Provision
|
$
|
1,268,000
|
$
|
2,543,000
|
|
2003
|
|
|
2004
|
|||
|
|
||||||
Minority Interest in Joint Venture
|
$
|
187,000
|
$
|
319,000
|
· |
difficulties associated with owning a manufacturing business, including, but not limited to, the maintenance and management of manufacturing facilities, equipment, employees and inventories and limitations on the flexibility of controlling overhead; | |
· |
difficulties implementing our Enterprise Resource Planning system. | |
· |
difficulties expanding our operations in the Far East and developing new operations in Europe; | |
· |
difficulties developing and implementing a successful research and development team; | |
· |
difficulties developing proprietary technology; and, | |
· |
market acceptance of our proprietary technology. |
· |
changes in, or impositions of, legislative or regulatory requirements, including tax laws in the United States and in the countries in which we manufacture or sell our products; | |
· | trade restrictions, transportation delays, work stoppages, and economic and political instability; | |
· | changes in import/export regulations, tariffs and freight rates; | |
· | difficulties in collecting receivables and enforcing contracts; | |
· | currency exchange rate fluctuations; | |
· | restrictions on the transfer of funds from foreign subsidiaries to Diodes-North America; and, | |
· | longer customer payment terms. |
· | general economic conditions in the countries where we sell our products; | |
· | seasonality and variability in the computer and communications market and our other end markets; | |
· | the timing of our and our competitors' new product introductions; | |
· | product obsolescence; | |
· | the scheduling, rescheduling and cancellation of large orders by our customers; | |
· | the cyclical nature of demand for our customers' products; | |
· | our ability to develop new process technologies and achieve volume production at our fabrication facilities; | |
· | changes in manufacturing yields; | |
· | adverse movements in exchange rates, interest rates or tax rates; and | |
· | the availability of adequate supply commitments from our outside suppliers or subcontractors. |
· | use a significant portion of our available cash; | |
· | issue equity securities, which would dilute current stockholders percentage ownership; | |
· | incur substantial debt; | |
· | incur or assume contingent liabilities, known or unknown; | |
· | incur amortization expenses related to intangibles; and | |
· | incur large, immediate accounting write-offs. |
· | unexpected losses of key employees or customers of the acquired company; | |
· | conforming the acquired company's standards, processes, procedures and controls with our operations; | |
· | coordinating our new product and process development; | |
· | hiring additional management and other critical personnel; | |
· | increasing the scope, geographic diversity and complexity of our operations; | |
· | difficulties in consolidating facilities and transferring processes and know-how; | |
· | diversion of management's attention from other business concerns; and | |
· |
adverse effects on existing business relationships with customers. |
C.H. Chen,
Director
|
|
For:
Withheld:
|
9,558,135
3,191,089
|
|
|
|
|
Michael R. Giordano,
Director
|
|
For:
Withheld:
|
9,687,180
3,062,044
|
|
|
|
|
Keh-Shew Lu,
Director
|
|
For:
Withheld:
|
12,427,724
321,500
|
|
|
|
|
M.K. Lu,
Director
|
|
For:
Withheld:
|
12,520,182
229,042
|
|
|
|
|
Shing Mao,
Director
|
|
For:
Withheld:
|
12,576,894
172,330
|
|
|
|
|
Raymond Soong,
Director
|
|
For:
Withheld:
|
12,519,130
230,094
|
|
|
|
|
John M. Stich,
Director
|
|
For:
Withheld:
|
12,433,94
315,280
|
Exhibit 10.52 | Lease Agreement for Plant #2 between the Company and Shanghai Ding Hong Electronic Equipment Limited | ||
Exhibit 10.53 | $5 Million Term Note with Union Bank | ||
Exhibit 10.54 | First Amendment To Amended And Restated Credit Agreement | ||
Exhibit 10.55 | Covenant Agreement between Union Bank and FabTech, Inc. | ||
Exhibit 10.56 | Amendment to The Sale and Lease Agreement dated as January 31, 2002 with Shanghai Ding Hong Electronic Co., Ltd | ||
Exhibit 10.57 | Lease Agreement between Diodes Shanghai and Shanghai Yuan Hao Electronic Co., Ltd. | ||
Exhibit 10.58 | Supplementary to the Lease agreement dated as September 30, 2003 with Shanghai Ding Hong Electronic Co., Ltd | ||
Exhibit 11 | Computation of Earnings Per Share | ||
Exhibit 31.1 | Certification Pursuant to Rule 15(d)-14(a) Under the Securities Exchange Act and Section 302 of the Sarbanes-Oxley Act of 2002 | ||
Exhibit 31.2 | Certification Pursuant to Rule 15(d)-14(a) Under the Securities Exchange Act and Section 302 of the Sarbanes-Oxley Act of 2002 | ||
Exhibit 32.1 | Certification Pursuant to 18 U.S.C. 1350 Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||
Exhibit 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 | August 5, 2004 | |
|
||
CARL C. WERTZ | ||
Chief Financial Officer, Treasurer and Secretary
|
||
(Duly Authorized Officer and Principal Financial and Chief Accounting Officer) |
Exhibit 10.52 | Lease Agreement for Plant #2 between the Company and Shanghai Ding Hong Electronic Equipment Limited | |
Exhibit 10.53 | $5 Million Term Note with Union Bank | |
Exhibit 10.54 | First Amendment To Amended And Restated Credit Agreement | |
Exhibit 10.55 | Covenant Agreement between Union Bank and FabTech, Inc | |
Exhibit 10.56 | Amendment to The Sale and Lease Agreement dated as January 31, 2002 with Shanghai Ding Hong Electronic Co., Ltd | |
Exhibit 10.57 | Lease Agreement between Diodes Shanghai and Shanghai Yuan Hao Electronic Co., Ltd. | |
Exhibit 10.58 | Supplementary to the Lease agreement dated as September 30, 2003 with Shanghai Ding Hong Electronic Co., Ltd | |
Exhibit 11 | Computation of Earnings Per Share | |
Exhibit 31.1 | Certification Pursuant to Rule 15(d)-14(a) Under the Securities Exchange Act and Section 302 of the Sarbanes-Oxley Act of 2002 | |
Exhibit 31.2 | Certification Pursuant to Rule 15(d)-14(a) Under the Securities Exchange Act and Section 302 of the Sarbanes-Oxley Act of 2002 | |
Exhibit 32.1 | Certification Pursuant to 18 U.S.C. 1350 Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
Exhibit 32.2 | Certification Pursuant to 18 U.S.C. 1350 Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
To: Party A
|
To: Party B
|
Shanghai Kai Hong Electronic Company Limited
|
Shanghai Ding Hong Electronic Equipment Limited
|
Address: Chen Chun Road, XinQiao Town, Song Jing District, Shanghai, P.R.C
|
Address: No.999, Chen Chun Road, Xin Qiao Town, Song Jiang District, Shanghai, P.R.C.
|
Attn.: -
|
Attn.: -
|
|
|
Party A:
|
Party B:
|
Representative:
|
Representative:
|
/s/: Joseph Liu
|
/s/: Xing Jian Ya
|
Date: September 30, 2003
|
Date: September 30, 2003
|
Borrower's Name:
FabTech, Inc.
|
|||
Borrower's Address:
777 N.W. Blue Parkway, Suite 350
Lees Summit, Missouri 64086-5709
|
Office:
30361
|
Loan Number:
|
|
|
Maturity Date:
August 3, 2009
|
Amount:
$5,000,000
|
|
Lees Summit, Missouri | $5,000,000 | Dated: July 6, 2004 |
FABTECH, INC. | |||
By: /s/ Carol Haverkamp
|
|||
Carol Haverkamp | |||
Chief Financial Officer/Secretary |
(a) | Guaranty Obligations existing on the date of this Agreement, and refinancings, renewals, extensions or amendments that do not increase the amount thereof; | ||
(b) | Guaranty Obligations under the Loan Documents; | ||
(c) | Guaranty Obligations owed to Borrower or any of its Subsidiaries; and | ||
(d) | Guaranty Obligations of Borrower to Bank in connection with the Guarantor Loan. |
|
||
3 | ||
|
||
Borrower | |||
DIODES INCORPORATED | |||
By: /s/ Carl Wertz | |||
Carl Wertz | |||
Chief Financial Officer | |||
Bank | |||
UNION BANK OF CALIFORNIA, N.A. | |||
By: /s/ John Kase | |||
Title: Vice President |
FABTECH, INC. | |||
By: /s/ Carol Haverkamp | |||
Title: CFO |
1. | The parties agree that the lease of the #4B and the #5B building of Building B shall be terminated on the date of September 30, 2004. | |
2. | Up to the date of the above termination, Party A shall have paid all rental due for the #4B and the #5B. And from the day of October 1 2004. The rental for the #4B and the #5B shall be deducted from the total monthly rental of Building B. The specific figures are as below: | |
The gross area of the #4 of Building B is 440 square meters, and the monthly rental is US$4.12 per square meter and for a total of US$1,812.80. | ||
The gross area of the #5 of Building B is 750 square meters, and the monthly rental is US$2.57 per square meter and for a total of US$1,927.50 . | ||
The total monthly rental for the #4B and the #5B of the Building B shall be US$3,740.30 . |
Therefore the rental for Building B from the day of October 1 2004 shall be US$13,800.7 after deduction of the rental for the #4B and the #5B of building B. | ||
3. | Party B agrees to return the deposit amounted as US$ 3,740.30 to Party A. | |
4. | This supplementary agreement shall constitute the part of the entire Lease Agreement and shall have the same effectiveness as the entire Lease Agreement. Other matters not contained in the supplementary agreement shall be subject to the Lease Agreement. | |
5. | The supplementary is made two originals and each party will hold one original. | |
6. | The supplementary agreement shall become effective after signature. |
(1) | The gross area of the First floor of the New Building is 3,081 square meters, and the monthly rental shall be US$9705.15. | ||
(2) | The gross area of the Second floor of the New Building is 3,081 square meters, and the monthly rental shall be US$ 9705.15. | ||
(3) | The gross area of the Distribution building of the New Building is 399.5 square meters, and the monthly rental shall be US$1258.36. | ||
(4) | The gross area of the Power building of the New Building is 129.4 square meters, and the monthly rental shall be US$407.48. | ||
(5) |
The gross area of the Lobby of the New Building is 128 square meters, and Party A will share 40% of which is 51.2 square meters, and the monthly rental shall be US$ 161.28.
|
(1) | the Guard service for the lease area and the public factory area; | ||
(2) | the maintenance and remedy of the buildings and facilities of the lease area; | ||
(3) | the maintenance and remedy of the public facilities of the public factory area and buildings. | ||
(4) | the cleanness and sanitation of the lease area and public area. | ||
(5) | the afforest of the lease area and public area, including the planting and protection; | ||
(6) | other building management service to be provided by Party B. |
(1) | sub-lease the Rented Areas or exchange the use of the Rented Areas with other parties without Party B's prior, written consent. | |
(2) | alter the structure of the Rented Areas or damage the Rented Areas without Party B's prior, written consent. | |
(3) | change the lease purpose stipulated by the competent authorities without Party B's consent. |
To: Party A | To: Party B | |
Diodes Shanghai Company Limited | Shanghai YuanHao Electronic Co., Ltd | |
Address: No. 1, Lane 18, SanZhuang Road | Address: No. 1, Lane 18, SanZhuang Road | |
SongJiang, Export zone Shanghai, China | SongJiang, Export zone Shanghai, China | |
Attn.: Lily Xia | Attn.: Xu Wen Xi | |
Party A: | Party B: | |
Representative: /s/ Joseph Liu | Representative: /s/ Xing Jian Ya | |
Date: June 28, 2004 | Date: June 28, 2004 |
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
|
|
|||||||||||||||
|
2003
|
|
|
2004
|
|
|
2003
|
|
2004
|
|||||||
|
|
|
|
|||||||||||||
BASIC
|
|
|
|
|
||||||||||||
Weighted average number of common shares outstanding used in computing basic earnings per share |
12,678,194
|
13,265,146
|
12,575,166
|
13,180,992
|
||||||||||||
Net income
|
$
|
2,172,000
|
$
|
6,123,000
|
$
|
4,094,000
|
$ 10,980,000
|
|||||||||
|
|
|
|
|||||||||||||
Basic earnings per share
|
$
|
0.17
|
$
|
0.46
|
$
|
0.33
|
$ 0.83
|
|||||||||
|
|
|
|
|||||||||||||
DILUTED
|
|
|
|
|
||||||||||||
Weighted average number of common shares outstanding used in computing basic earnings per share |
12,678,194
|
13,265,146
|
12,575,166
|
13,180,992
|
||||||||||||
Assumed exercise of stock options
|
1,590,206
|
2,064,614
|
1,483,595
|
2,125,097
|
||||||||||||
|
|
|
|
|||||||||||||
|
14,268,400
|
15,329,760
|
14,058,761
|
15,306,089
|
||||||||||||
|
|
|
|
|
||||||||||||
Net income
|
$
|
2,172,000
|
$
|
6,123,000
|
$
|
4,094,000
|
$ 10,980,000
|
|||||||||
|
|
|
|
|||||||||||||
Diluted earnings per share
|
$
|
0.15
|
$
|
0.40
|
$
|
0.29
|
$ 0.72
|
|||||||||
|
|
|
|
1. |
I have reviewed this quarterly report on Form 10-Q of Diodes Incorporated; | ||
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | ||
4. | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: | ||
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
(b) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
(c) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and | ||
5. |
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): | ||
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and | ||
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. | ||
/s/ Carl C. Wertz | |||
Carl C. Wertz | |||
Chief Financial Officer | |||
Date: August 5, 2004 |