Business Context and Reporting Period
Diodes Incorporated (Delaware) filed this Form 8-K on February 9, 2011, to report material events occurring on that date. The filing covers the announcement of fiscal and fourth-quarter 2010 financial results and the execution of a Third Amendment to the Company's Credit Agreement.
Key Financial Metrics
This filing serves as a notification of results rather than a detailed financial statement. Specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity are not contained within the text of this 8-K; they are referenced as being available in the attached press release (Exhibit 99.1) and conference call materials.
Material Changes and Agreements
- Credit Agreement Amendment: On February 9, 2011, Diodes Incorporated and Diodes Zetex Limited entered into a Third Amendment to their Credit Agreement with Bank of America, N.A.
- Definition Updates: The amendment modified the definitions of "Current Liabilities" and "Fixed Charges" and added a definition for "Convertible Senior Notes."
- Continuity: All other terms of the Original Credit Agreement (dated November 25, 2009, and previously amended) remain unchanged.
Guidance, Outlook, and Management Commentary
Management, including CEO Dr. Keh-Shew Lu and CFO Richard D. White, hosted a conference call to discuss fiscal 2010 results and provide an update on the business outlook. The Company utilizes non-GAAP financial measures in its reporting to assist investors in evaluating operating performance and modeling future results. These measures are intended to supplement, not replace, GAAP results.
Investor Verification Checklist
- Review Exhibit 99.1 (Press Release) for specific Q4 and full-year 2010 revenue, earnings, and cash flow figures.
- Examine Exhibit 10.1 to understand the specific impact of the redefined "Current Liabilities" and "Fixed Charges" on debt covenants.
- Consult the conference call transcript (Exhibit 99.3) for management's detailed commentary on the business outlook and non-GAAP reconciliations.
- Verify the terms of the "Convertible Senior Notes" definition added to the credit agreement to assess potential future debt obligations.