(See the reconciliation tables of GAAP net income to non-GAAP adjusted net income near the end of this release for further details.)

Included in second quarter 2022 GAAP net income and non-GAAP adjusted net income was approximately $6.6 million, net of tax, of non-cash share-based compensation expense. Excluding share-based compensation expense, both GAAP earnings per share (“EPS”) and non-GAAP adjusted EPS would have increased by $0.14 per diluted share for the second quarter 2022, $0.15 for second quarter 2021 and $0.14 for the first quarter 2022.

EBITDA (a non-GAAP measure), which represents earnings before net interest expense, income tax, depreciation and amortization, in second quarter 2022 was $130.6 million, or 26.0 percent of revenue, increasing from $99.4 million, or 22.6 percent of revenue, in second quarter 2021 and $118.2 million, or 24.5 percent of revenue, in first quarter 2022. For a reconciliation of GAAP net income to EBITDA, see the table near the end of this release for further details.

For second quarter 2022, net cash provided by operating activities was $85.0 million. Net cash flow was a positive $1.5 million, including capital expenditures and additional borrowings of $35.1 million related to the purchase of the onsemi wafer fabrication facility. Free cash flow (a non-GAAP measure) was $45.5 million, which includes $39.6 million of capital expenditures.

Balance Sheet

As of June 30, 2022, the Company had approximately $316 million in cash and cash equivalents, restricted cash, and short-term investments. Total debt (including long-term and short-term) amounted to approximately $265 million and working capital was approximately $715 million.

The results announced today are preliminary and unaudited, as they are subject to the Company finalizing its closing procedures and completion of the quarterly review by its independent registered public accounting firm. As such, these results are subject to revision until the Company files its Form 10-Q for the quarter ending June 30, 2022.

Business Outlook

Dr. Lu concluded, “With our excellent execution and product mix improvements, we are guiding for sequential growth and expect revenue to be approximately $521 million, plus or minus 3 percent, and GAAP gross margin to be 41.5 percent, plus or minus 1 percent. Non-GAAP operating expenses, which are GAAP operating expenses adjusted for amortization of acquisition-related intangible assets, are expected to be approximately 20.5 percent of revenue, plus or minus 1 percent. We expect net interest expense to be approximately $3.0 million. Our income tax rate is expected to be 18.5 percent, plus or minus 3 percent, and shares used to calculate diluted EPS for the third quarter are anticipated to be approximately 46.2 million.”

Amortization of acquisition-related intangible assets of $3.2 million, after tax, for previous acquisitions is not included in these non-GAAP estimates.

Conference Call

Diodes will host a conference call on Thursday, August 4, 2022, at 4:00 p.m. Central Time (5:00 p.m. Eastern Time) to discuss its second quarter financial results. Investors and analysts may join the conference call by dialing 1-800-715-9871 and providing the confirmation code 1868940. International callers may join the teleconference by dialing +1-646-307-1963 and entering the same confirmation code at the prompt. A telephone replay of the call will be made available approximately two hours after the call and will remain available until August 11, 2022 at midnight Central Time. The replay number is 1-800-770-2030 with a pass code of 1868940. International callers should dial +1-609-800-9909 and enter the same pass code at the prompt.

Additionally, this conference call will be broadcast live over the Internet and can be accessed by all interested parties on the Investors’ section of Diodes' website at http://www.diodes.com. To listen to the live call, please go to the investors’ section of Diodes’ website and click on the conference call link at least 15 minutes prior to the start of the call to register, download and install any necessary audio software. For those unable to participate during the live broadcast, a replay will be available shortly after the call on Diodes' website for approximately 90 days.

About Diodes Incorporated

Diodes Incorporated (Nasdaq: DIOD), a Standard and Poor’s SmallCap 600 and Russell 3000 Index company, delivers high-quality semiconductor products to the world’s leading companies in the consumer electronics, computing, communications, industrial, and automotive markets. We leverage our expanded product portfolio of discrete, analog, and mixed-signal products and leading-edge packaging technology to meet customers’ needs. Our broad range of application-specific solutions and solutions-focused sales, coupled with worldwide operations of 32 sites, including engineering, testing, manufacturing, and customer service, enables us to be a premier provider for high-volume, high-growth markets. For more information visit 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 containing forward-looking words such as “expect,” “anticipate,” “aim,” “estimate,” and variations thereof, including without limitation statements, whether direct or implied, regarding expectations of that for the third quarter of 2022, we expect revenue to be approximately $521 million plus or minus 3 percent; we expect GAAP gross margin to be 41.5 percent, plus or minus 1 percent; non-GAAP operating expenses, which are GAAP operating expenses adjusted for amortization of acquisition-related intangible assets, are expected to be approximately 20.5 percent of revenue, plus or minus 1 percent; we expect non-GAAP net interest expense to be approximately $3.0 million; we expect our income tax rate to be 18.5 percent, plus or minus 3 percent; shares used to calculate diluted EPS for the third quarter are anticipated to be approximately 46.2 million. Potential risks and uncertainties include, but are not limited to, such factors as: the risk that the COVID-19 pandemic may continue and have a material adverse effect on customer demand and staffing of our production, sales and administration facilities; the risk that such expectations may not be met; the risk that the expected benefits of acquisitions may not be realized or that integration of acquired businesses may not continue as rapidly as we anticipate; the risk that the cost, expense, and diversion of management attention associated with the LSC acquisition may be greater than we currently expect; the risk that 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; the risk that we may not be able to increase our automotive, industrial, or other revenue and market share; risks of domestic and foreign operations, including excessive operating costs, labor shortages, higher tax rates, and our joint venture prospects; the risks of cyclical downturns in the semiconductor industry and of changes in end-market demand or product mix that may affect gross margin or render inventory obsolete; the risk of unfavorable currency exchange rates; the risk that our future outlook or guidance may be incorrect; the risks of global economic weakness or instability in global financial markets; the risks of trade restrictions, tariffs, or embargoes; the risk that the coronavirus outbreak or other similar epidemics may harm our domestic or international business operations to a greater extent than we currently anticipate; the risk of breaches of our information technology systems; and other information, including the “Risk Factors” detailed from time to time in Diodes’ filings with the United States Securities and Exchange Commission.

The Diodes logo is a registered trademark of Diodes Incorporated in the United States and other countries.

DIODES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(unaudited)
(in thousands, except per share data)
		Three Months Ended										Six Months Ended
		June 30										June 30
		2022				2021						2022				2021
Net sales		$	500,972			$	440,448					$	983,095			$	853,569
Cost of goods sold			294,446				280,646						579,872				555,131
Gross profit			206,526				159,802						403,223				298,438
Operating expenses
Selling, general and administrative			69,067				60,280						140,510				118,956
Research and development			30,762				29,987						59,439				57,646
Amortization of acquisition-related intangible assets			3,980				4,060						7,842				8,083
Other operating expense			(3,521	)			118						(3,864	)			1,006
Total operating expense			100,288				94,445						203,927				185,691
Income from operations			106,238				65,357						199,296				112,747
Other (expense) income
Interest income			861				818						1,687				1,586
Interest expense			(1,590	)			(2,017	)					(2,704	)			(4,881	)
Foreign currency (loss) gain, net			1,819				(510	)					3,540				(1,789	)
Unrealized (loss) gain on investments			(7,764	)			5,261						(13,312	)			8,916
Other income			1,647				1,837						3,523				4,154
Total other (expense) income			(5,027	)			5,389						(7,266	)			7,986
Income before income taxes and noncontrolling interest			101,211				70,746						192,030				120,733
Income tax provision			18,461				12,120						35,107				21,554
Net income			82,750				58,626						156,923				99,179
Less net (income) attributable to noncontrolling interest			(2,595	)			(3,252	)					(4,077	)			(4,353	)
Net income attributable to common stockholders		$	80,155			$	55,374					$	152,846			$	94,826
Earnings per share attributable to common stockholders:
Basic		$	1.77			$	1.24					$	3.38			$	2.13
Diluted		$	1.75			$	1.22					$	3.33			$	2.09
Number of shares used in earnings per share computation:
Basic			45,265				44,667						45,185				44,538
Diluted			45,841				45,380						45,913				45,327
Note: Throughout this release, we refer to “net income attributable to common stockholders” as “net income.”

DIODES INCORPORATED AND SUBSIDIARIES
RECONCILIATION OF NET INCOME TO ADJUSTED NET INCOME
(in thousands, except per share data)
(unaudited)
For the three months ended June 30, 2022:
				Operating Expenses			Other Income (Expense)		Income Tax Provision			Net Income
Per-GAAP												$	80,155
Diluted earnings per share (Per-GAAP)													1.75
Adjustments to reconcile net income to non-GAAP net income:
Amortization of acquisition-related intangible assets				3,980					(729	)			3,251
Acquisition-related costs				204					(44	)			160
Insurance Recovery for Manufacturing Facility				(3,594	)				719				(2,875	)
Non-cash market-to-market investment adjustments							7,764		(1,553	)			6,211
Non-GAAP												$	86,902
Diluted shares used in computing earnings per share													45,841
Non-GAAP diluted earnings per share												$	1.90
Note: Included in GAAP and non-GAAP net income was approximately $6.6 million, net of tax, non-cash share-based compensation expense. Excluding share-based compensation expense, both GAAP and non-GAAP diluted earnings per share would have improved by $0.14 per share.

DIODES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED RECONCILIATION OF NET INCOME TO ADJUSTED NET INCOME – Cont.
(in thousands, except per share data)
(unaudited)
For the three months ended June 30, 2021:
			COGS		Operating Expenses		Other Income (Expense)		Income Tax Provision		Net Income
Per-GAAP											$ 55,374
Diluted earnings per share (Per-GAAP)											1.22
Adjustments to reconcile net income to non-GAAP net income:
Amortization of acquisition-related intangible assets					4,060				(709)		3,351
Acquisition-related costs			149						(31)		118
Gain on LSC investments							(5,262)		1,052		(4,210)
Non-GAAP											$ 54,633
Diluted shares used in computing earnings per share											45,380
Non-GAAP diluted earnings per share											$ 1.20
Note: Included in GAAP and non-GAAP adjusted net income was approximately $6.8 million, net of tax, non-cash share-based compensation expense. Excluding share-based compensation expense, both GAAP and non-GAAP adjusted diluted earnings per share would have improved by $0.15 per share.

DIODES INCORPORATED AND SUBSIDIARIES
RECONCILIATION OF NET INCOME TO ADJUSTED NET INCOME
(in thousands, except per share data)
(unaudited)
For the six months ended June 30, 2022:
			Operating Expenses			Other Income (Expense)		Income Tax Provision			Net Income
Per-GAAP											$	152,846
Diluted earnings per share (Per-GAAP)												3.33
Adjustments to reconcile net income to non-GAAP net income:
Amortization of acquisition-related intangible assets			7,842					(1,435	)			6,407
Acquisition-related costs			479					(101	)			378
Insurance Recovery for Manufacturing Facility			(3,594	)				719				(2,875	)
Non-cash market-to-market investment adjustments						13,312		(2,856	)			10,456
Non-GAAP											$	167,212
Diluted shares used in computing earnings per share												45,913
Non-GAAP diluted earnings per share											$	3.64
Note: Included in GAAP and non-GAAP adjusted net income was approximately $13.0 million, net of tax, non-cash share-based compensation expense. Excluding share-based compensation expense, both GAAP and non-GAAP adjusted diluted earnings per share would have improved by $0.28 per share.

DIODES INCORPORATED AND SUBSIDIARIES
RECONCILIATION OF NET INCOME TO ADJUSTED NET INCOME
(in thousands, except per share data)
(unaudited)
For the six months ended June 30, 2021:
			COGS		Operating Expenses		Other Income (Expense)			Income Tax Provision			Net Income
Per-GAAP													$	94,826
Diluted earnings per share (Per-GAAP)													$	2.09
Adjustments to reconcile net income to non-GAAP net income:
Amortization of acquisition-related intangible assets					8,083					(1,413	)			6,670
Acquisition-related costs			2,056							(431	)			1,625
Gain on LSC investments							(8,916	)		1,783				(7,133	)
Restructuring costs					820					(123	)			697
Non-GAAP													$	96,685
Diluted shares used in computing earnings per share														45,327
Non-GAAP diluted earnings per share													$	2.13
Note: Included in GAAP and non-GAAP adjusted net income was approximately $11.7 million, net of tax, non-cash share-based compensation expense. Excluding share-based compensation expense, both GAAP and non-GAAP adjusted diluted earnings per share would have improved by $0.26 per share.

ADJUSTED NET INCOME AND ADJUSTED EARNINGS PER SHARE