8-K

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

Date of Report (Date of earliest event reported): November 9, 2020

DIODES INCORPORATED

(Exact name of Registrant as Specified in Its Charter)

Delaware	002-25577	95-2039518
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
4949 Hedgcoxe Road, Suite 200, Plano, TX		75024
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (972) 987-3900

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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 (see General Instructions A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, Par Value $0.66 2/3	DIOD	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 Emerging growth company  ☐

 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02 Results of Operations and Financial Condition.

On November 9, 2020, Diodes Incorporated (the “Company”) issued a press release announcing its third quarter 2020 financial results. A copy of the press release is furnished as Exhibit 99.1.

In the press release, the Company utilizes financial measures and terms not calculated in accordance with generally accepted accounting principles in the United States (“GAAP”) in order to provide investors with an alternative method for assessing the Company’s operating results in a manner that enables investors to more thoroughly evaluate its current performance as compared to past performance. The Company also believes these non-GAAP measures provide investors with a more informed baseline for modeling the Company’s future financial performance. Management uses these non-GAAP measures for the same purpose. The Company believes that investors should have access to the same set of tools that management uses in analyzing 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 and may differ from similar measures used by other companies. See Exhibit 99.1 for a description and reconciliation with GAAP of the non-GAAP measures used.

The information furnished in this Item 2.02, including the exhibit incorporated by reference, will not be treated as “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. This information will not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or into another filing under the Exchange Act, unless that filing expressly refers to specific information in this Report.

Item 7.01 Regulation FD Disclosure.

The press release furnished in Exhibit 99.1 also provides an update on the Company’s business outlook, that is intended to be within the safe harbor provided by the Private Securities Litigation Reform Act of 1995 (the “Act”) as comprising forward looking statements within the meaning of the Act.

The information furnished in this Item 7.01, including the exhibit incorporated by reference, will not be treated as “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. This information will not be deemed incorporated by reference into any filing under the Securities Act, or into another filing under the Exchange Act, unless that filing expressly refers to specific information in this Report.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release dated November 9, 2020
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: November 9, 2020	DIODES INCORPORATED
	By	/s/ Brett R. Whitmire
		Brett R. Whitmire
		Chief Financial Officer

EX-99.1

Exhibit 99.1

 

Diodes Incorporated Reports Third Quarter 2020 Financial Results

Revenue Exceeds Expectations, Increasing 7.2% Sequentially Driven by Record Revenue in Automotive, Computing and Consumer End Markets

Plano, Texas – November 9, 2020 -- Diodes Incorporated (Nasdaq: DIOD) today reported its financial results for the third quarter ended September 30, 2020.

Third Quarter Highlights

• Revenue was $309.5 million, an increase of 7.2 percent compared to $288.7 million in the second quarter 2020;

• Gross profit was $111.1 million, an increase of 9.5 percent compared to $101.5 million in the second quarter 2020;

• Gross profit margin increased 70 basis points to 35.9 percent from 35.2 percent in the second quarter 2020;

• GAAP net income was $27.2 million, or $0.51 per diluted share, as compared to $21.0 million, or $0.40 per diluted share, in the second quarter 2020;

• Non-GAAP adjusted net income was $32.8 million, or $0.62 per diluted share, as compared to $28.6 million, or $0.54 per diluted share, in the second quarter 2020;

• Excluding $5.0 million, net of tax, of non-cash share-based compensation expense, both GAAP and non-GAAP earnings per share would have increased by $0.09 per diluted share;

• EBITDA was $63.3 million, or 20.5 percent of revenue, compared to $55.3 million, or 19.2 percent of revenue, in the second quarter 2020; and

• Achieved cash flow from operations of $39.7 million and $21.9 million free cash flow, including $17.8 million of capital expenditures. Net cash flow was a positive $85.2 million, which includes an additional draw-down of debt as a partial currency hedge associated with the anticipated close of the Lite-On acquisition at the end of November as well as a pay-down of long-term debt.

Commenting on the results, Dr. Keh-Shew Lu, Chairman, President and Chief Executive Officer, stated, “Third quarter results were better than expected due to a strong recovery in Asia followed by North America, contributing to record revenue in our automotive, consumer and computing end markets. Total worldwide point of sale (POS) revenue increased 19% sequentially and reached a record in the quarter, driven by record POS revenue in Asia at 20% and 16% growth in both Europe and North America. Our record sales in the automotive market grew 18% sequentially and over 5% year-over-year to 11% of total revenue, reflecting Diodes continued success in expanding application opportunities across new and existing customers while further increasing Diodes semiconductor content per vehicle. Additionally, we continued to gain strong momentum with our Pericom IC products in both the automotive and computing markets, and we also saw a resurgence in the consumer market, which has increased approximately 30% from the first quarter of this year.

“In fact, our total revenue has increased 10% from the first quarter of 2020 at the onset of the pandemic with net income increasing approximately 35%, demonstrating both the resiliency of our business as well as the solid leverage in our operating model. We expect to further extend our growth momentum as we continue to see broad-based improvements

across our target end markets and geographies, which at the mid-point of our fourth quarter guidance represents the highest quarterly revenue in the Company’s history. These expectations exclude any contribution from our proposed acquisition of Lite-On Semiconductor that is expected to close at the end of November.”

Third Quarter 2020

Revenue for third quarter 2020 was $309.5 million, compared to $288.7 million in the second quarter 2020 and $323.7 million in the third quarter 2019.

GAAP gross profit for the third quarter 2020 was $111.1 million, or 35.9 percent of revenue, compared to the second quarter 2020 of $101.5 million, or 35.2 percent of revenue, and the third quarter 2019 of $122.0 million, or 37.7 percent of revenue.

GAAP operating expenses for third quarter 2020 were $73.2 million, or 23.7 percent of revenue, and on a non-GAAP basis were $68.9 million, or 22.3 percent of revenue, which excludes $4.0 million of amortization of acquisition-related intangible asset expenses and $0.3 million of acquisition-related costs. GAAP operating expenses in the second quarter 2020 were $70.6 million, or 24.5 percent of revenue and in the third quarter 2019 were $73.3 million, or 22.7 percent of revenue.

Third quarter 2020 GAAP net income was $27.2 million, or $0.51 per diluted share, compared to GAAP net income of $21.0 million, or $0.40 per diluted share, in second quarter 2020 and GAAP net income of $38.1 million, or $0.73 per diluted share, in third quarter 2019.

Third quarter 2020 non-GAAP adjusted net income was $32.8 million, or $0.62 per diluted share, which excluded, net of tax, $3.3 million of non-cash acquisition-related intangible asset amortization costs of acquisition-related costs and $2.4 million of acquisition-related financing and other costs. This compares to non-GAAP adjusted net income of $28.6 million, or $0.54 per diluted share, in the second quarter 2020 and $41.9 million, or $0.81 per diluted share, in the third quarter 2019

The following is an unaudited summary reconciliation of GAAP net income to non-GAAP adjusted net income and per share data, net of tax (in thousands, except per share data):

	Three Months Ended
	September 30, 2020
GAAP net income	$	27,152
GAAP diluted earnings per share	$	0.51
Adjustments to reconcile net income to non-GAAP net income:
Amortization of acquisition-related intangible assets		3,266
Acquisition-related financing costs		2,130
Acquisition-related costs		238
Non-GAAP net income	$	32,786
Non-GAAP diluted earnings per share	$	0.62

Note: Throughout this release, we refer to “net income attributable to common stockholders” as “net income.”

(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 third quarter 2020 GAAP net income and non-GAAP adjusted net income was approximately $5.0 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 $0.09 per diluted share for third quarter 2020, $0.09 for second quarter 2020 and $0.09 for third quarter 2019.

EBITDA (a non-GAAP measure), which represents earnings before net interest expense, income tax, depreciation and amortization, in the third quarter 2020 was $63.3 million, or 20.5 percent of revenue, compared to $55.3 million, or 19.2 percent of revenue, in the second quarter 2020 and $78.3 million, or 24.2 percent of revenue, in the third quarter 2019. For a reconciliation of GAAP net income to EBITDA, see the table near the end of this release for further details.

For third quarter 2020, net cash provided by operating activities was $39.7 million. Net cash flow was a positive $85.2 million, including $105 million of an additional draw-down of debt as a partial currency hedge associated with the anticipated close of the Lite-On acquisition and a pay-down of long-term debt in the amount of $49.7 million. Free cash flow (a non-GAAP measure) was $21.9 million, which includes $17.8 million of capital expenditures.

Balance Sheet

As of September 30, 2020, the Company had approximately $591 million in cash, cash equivalents and short-term investments. Long-term debt (including the current portion) totaled approximately $346 million and working capital was approximately $893 million.

The results announced today are preliminary and unaudited, as they are subject to the Company finalizing its closing procedures and customary quarterly review by the Company's 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 September 30, 2020.

Business Outlook

Dr. Lu concluded, “Building on our growth momentum in the third quarter and record POS results, we expect fourth quarter revenue to increase to a record of approximately $324 million, plus or minus 3 percent, which at the mid-point represents growth of 4.7 percent sequentially and 7.6 percent year-over-year, which is significantly above typical seasonal results over the past 5 years of down 4 percent. These revenue expectations exclude any contribution from the Lite-On Semiconductor acquisition, which is expected to close at the end of November. We expect GAAP gross margin to be 36 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 22.0 percent of revenue, plus or minus 1 percent. We expect non-GAAP net interest expense to be approximately $1.5 million. Our income tax rate is expected to be 18 percent, plus or minus 3 percent, and shares used to calculate diluted EPS for the fourth quarter are anticipated to be approximately 53.0 million.”

Purchase accounting adjustments related to amortization of acquisition-related intangible assets of $3.3 million, after tax, for Pericom and previous acquisitions is not included in these non-GAAP estimates. Also not included is $3.3 million of Lite-On acquisition-related financing costs.

Conference Call

Diodes will host a conference call on Monday, November 9, 2020 at 4:00 p.m. Central Time (5:00 p.m. Eastern Time) to discuss its third quarter 2020 financial results. Investors and analysts may join the conference call by dialing 1-855-232-8957 and providing the confirmation code 3088808. International callers may join the teleconference by dialing +1-315-625-6979and 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 November 16, 2020 at midnight Central Time. The replay number is 1-855-859-2056 with a pass code of 3088808. International callers should dial +1-404-537-3406 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 28 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 revenue growth, market share gains, increase in gross margin and increase in gross profits in 2020 and beyond; that for the fourth quarter of 2020, we expect revenue to be a record and increase to approximately $324 million plus or minus 3 percent; we expect GAAP gross margin to be 36 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 22.0 percent of revenue, plus or minus 1 percent; we expect non-GAAP net interest expense to be approximately $1.5 million; we expect our income tax rate to be 18 percent, plus or minus 3 percent; shares used to calculate diluted EPS for the fourth quarter are anticipated to be approximately 53.0 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 we may not be able to consummate our previously announced acquisition of Lite-On Semiconductor Corporation (“LSC”) on the terms and in the time frame currently contemplated; 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.

Company Contact:	Investor Relations Contact:
Diodes Inc.	Shelton Group
Laura Mehrl	Leanne Sievers
Director of Investor Relations	President, Investor Relations
P: 972-987-3959	P: 949-224-3874
E: laura_mehrl@diodes.com	E: lsievers@sheltongroup.com

DIODES INCORPORATED AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(unaudited)

(in thousands, except per share data)

	Three  Months Ended						Nine Months Ended
	September 30						September 30
	2020			2019			2020			2019
Net sales	$	309,459		$	323,674		$	878,845		$	947,973
Cost of goods sold		198,369			201,628			570,421			591,528
Gross profit		111,090			122,046			308,424			356,445
Operating expenses
Selling, general and administrative		44,651			46,123			132,238			137,143
Research and development		24,469			22,689			69,469			66,566
Amortization of acquisition related intangible assets		4,007			4,519			12,249			13,539
Other operating income		108			-			(108	)		(158	)
Total operating expense		73,235			73,331			213,848			217,090
Income from operations		37,855			48,715			94,576			139,355
Other income (expense)
Interest income		138			272			579			1,780
Interest expense		(3,745	)		(2,007	)		(7,643	)		(6,163	)
Foreign currency loss, net		(2,618	)		(822	)		(6,143	)		(1,382	)
Other income		1,627			2,577			2,902			5,056
(Expense) Income		(4,598	)		20			(10,305	)		(709	)
Income before income taxes and noncontrolling interest		33,257			48,735			84,271			138,646
Income tax provision		5,871			10,613			15,097			32,085
Net income		27,386			38,122			69,174			106,561
Less net income attributable to noncontrolling interest		(234	)		(62	)		(821	)		(501	)
Net income attributable to common stockholders	$	27,152		$	38,060		$	68,353		$	106,060
Earnings per share attributable to common stockholders:
Basic	$	0.52		$	0.75		$	1.33		$	2.09
Diluted	$	0.51		$	0.73		$	1.30		$	2.05
Number of shares used in earnings per share computation:
Basic		51,825			50,998			51,563			50,687
Diluted		52,729			51,869			52,612			51,699

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 September 30, 2020:

	Operating Expenses		Other Income (Expense)		Income Tax Provision			Net Income
Per-GAAP								$	27,152
Diluted earnings per share (Per-GAAP)								$	0.51
Adjustments to reconcile net income to non-GAAP net income:
Amortization of acquisition-related intangible assets		4,007				(741	)		3,266
Acquisition-related financing costs				2,698		(568	)		2,130
Acquisition-related costs		300				(62	)		238
Non-GAAP								$	32,786
Diluted shares used in computing earnings per share									52,729
Non-GAAP diluted earnings per share								$	0.62

Note:  Included in GAAP and non-GAAP net income was approximately $5.0 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 $0.09 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 September 30, 2019:

	Operating Expenses			Income Tax Provision			Net Income
Per-GAAP							$	38,060
Diluted earnings per share (Per-GAAP)							$	0.73
Adjustments to reconcile net income to non-GAAP net income:
Amortization of acquisition-related intangible assets		4,518			(818	)		3,700
Acquisition related costs		471			(95	)		376
Land sale inspection extension fee		(300	)		63			(237	)
Non-GAAP							$	41,899
Diluted shares used in computing earnings per share								51,869
Non-GAAP diluted earnings per share							$	0.81

Note:  Included in GAAP and non-GAAP adjusted net income was approximately $4.4 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 $0.09 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 nine months ended September 30, 2020:

	Operating Expenses		Other Income (Expense)		Income Tax Provision			Net Income
Per-GAAP								$	68,353
Diluted earnings per share (Per-GAAP)								$	1.30
Adjustments to reconcile net income to non-GAAP net income:
Amortization of acquisition-related intangible assets		12,249				(2,249	)		10,000
Acquisition-related financing costs				6,118		(1,343	)		4,775
Acquisition-related costs		1,124				(230	)		894
Board-member retirement costs		1,705				(358	)		1,347
Non-GAAP								$	85,369
Diluted shares used in computing earnings per share									52,612
Non-GAAP diluted earnings per share								$	1.62

Note:  Included in GAAP and non-GAAP adjusted net income was approximately $13.4 million, net of tax, non-cash share-based compensation expense, excluding officer severance.  Excluding share-based compensation expense, both GAAP and non-GAAP adjusted diluted earnings per share would have improved by $0.25 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 nine months ended September 30, 2019:

	Operating Expenses			Income Tax Provision			Net Income
Per-GAAP							$	106,060
Diluted earnings per share (Per-GAAP)							$	2.05
Adjustments to reconcile net income to non-GAAP net income:
Amortization of acquisition-related intangible assets		13,538			(2,448	)		11,090
Acquisition related costs		471			(95	)		376
Land sale inspection extension fee		(300	)		63			(237	)
Non-GAAP							$	117,289
Diluted shares used in computing earnings per share								51,699
Non-GAAP diluted earnings per share							$	2.27

Note:  Included in GAAP and non-GAAP adjusted net income was approximately $12.1 million, net of tax, non-cash share-based compensation expense, excluding officer severance.  Excluding share-based compensation expense, both GAAP and non-GAAP adjusted diluted earnings per share would have improved by $0.23 per share.

ADJUSTED NET INCOME AND ADJUSTED EARNINGS PER SHARE

The Company’s financial statements present net income and earnings per share that are calculated using accounting principles generally accepted in the United States (“GAAP”). The Company’s management makes adjustments to the GAAP measures that it feels are necessary to allow investors and other readers of the Company’s financial releases to view the Company’s operating results as viewed by the Company’s management, board of directors and research analysts in the semiconductor industry. These non-GAAP measures are not prepared in accordance with, and should not be considered alternatives or necessarily superior to, GAAP financial data and may be different from non-GAAP measures used by other companies. Because non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies’ non-GAAP financial measures, even if they have similar names. The explanation of the adjustments made in the table above, are set forth below:

Detail of non-GAAP adjustments

Amortization of acquisition-related intangible assets – The Company excluded this item, including amortization of developed technologies and customer relationships.  The fair value of the acquisition-related intangible assets is amortized using straight-line methods which approximate the proportion of future cash flows estimated to be generated each period over the estimated useful life of the applicable assets.  The Company believes that exclusion of this item is appropriate because a significant portion of the purchase price for its acquisitions was allocated to the intangible assets that have short lives and exclusion of the amortization expense allows comparisons of operating results that are consistent over time for both the Company’s newly acquired and long-held businesses.  In addition, the Company excluded this item because there is significant variability and unpredictability among companies with respect to this expense.

Acquisition related financing costs – The Company excluded expenses associated with a new credit facility and refinance of existing debt to prepare for the acquisition of Lite-On Semiconductor.  The Company believes the exclusion of the acquisition related financing costs provides investors with a more accurate reflection of costs likely to be incurred in the absence of an unusual event such as an acquisition and facilitates comparisons with the results of other periods that may not reflect such costs.

Acquisition related costs – The Company excluded expenses associated with the acquisition of Lite-On Semiconductor, which consisted of advisory, legal and other professional and consulting fees.  These costs were expensed as they were incurred and as services were received, and in which the corresponding tax adjustments were made for the non-deductible portions of these expenses.  The Company believes the exclusion of the acquisition related costs provides investors with a more accurate reflection of costs likely to be incurred in the absence of an unusual event such as an acquisition and facilitates comparisons with the results of other periods that may not reflect such costs.

Board member retirement costs – The Company excluded expenses in connection with the retirement of a member of the Company’s board of directors.  The Company modified that director’s unvested RSU grants to vest upon his retirement.  The shares subject to the modified grants will be released that board member as if they were vesting under the original vesting timeline.  In connection with this modification the Company recorded additional expense of approximately $1.7 million.

Land sale inspection extension fee – The Company excluded receipt of inspection extension fees related to the sale of the land located in Plano, TX.  This fee is paid by the land purchaser for the right to extend the sale close date, and the fee is not applied to the purchase price.  The Company feels it is appropriate to exclude these fees since they don’t represent ongoing operating income and their exclusion will present investors with a more accurate indication of our continuing operations.

CASH FLOW ITEMS

Free cash flow (FCF) (Non-GAAP)

FCF for the third quarter of 2020 is a non-GAAP financial measure, which is calculated by subtracting capital expenditures from cash flow from operations.  For the third quarter of 2020, FCF was $21.9 million, which represents the cash and cash equivalents that we are able to generate after taking into account cash outlays required to maintain or expand property, plant and equipment. FCF is important because it allows us to pursue opportunities to develop new products, make acquisitions and reduce debt.

CONSOLIDATED RECONCILIATION OF NET INCOME TO EBITDA

EBITDA represents earnings before net interest expense, income tax provision, depreciation and amortization. Management believes EBITDA is useful to investors because it is frequently used by securities analysts, investors and other interested parties, such as financial institutions in extending credit, in evaluating companies in our industry and provides further clarity on our profitability. In addition, management uses EBITDA, along with other GAAP and non-GAAP measures, in evaluating our operating performance compared to that of other companies in our industry. The calculation of EBITDA generally eliminates the effects of financing, operating in different income tax jurisdictions, and accounting effects of capital spending, including the impact of our asset base, which can differ depending on the book value of assets and the accounting methods used to compute depreciation and amortization expense.  EBITDA is not a recognized measurement under GAAP, and when analyzing our operating performance, investors should use EBITDA in addition to, and not as an alternative for, income from operations and net income, each as determined in accordance with GAAP. Because not all companies use identical calculations, our presentation of EBITDA may not be comparable to similarly titled measures used by other companies. For example, our EBITDA takes into account all net interest expense, income tax provision, depreciation and amortization without taking into account any amounts attributable to noncontrolling interest. Furthermore, EBITDA is not intended to be a measure of free cash flow for management’s discretionary use, as it does not consider certain cash requirements such as tax and debt service payments.

The following table provides a reconciliation of net income to EBITDA (in thousands, unaudited):

	Three Months Ended				Nine Months Ended
	September 30				September 30
	2020		2019		2020		2019
Net income (per-GAAP)	$	27,152	$	38,060	$	68,353	$	106,060
Plus:
Interest expense, net		3,607		1,736		7,064		4,383
Income tax provision		5,871		10,613		15,097		32,085
Depreciation and amortization		26,699		27,888		81,043		82,805
EBITDA (non-GAAP)	$	63,329	$	78,297	$	171,557	$	225,333

DIODES INCORPORATED AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS

(in thousands)

	September 30			December 31,
	2020			2019
	(unaudited)			(audited)
Assets
Current assets:
Cash and cash equivalents	$	587,643		$	258,390
Short-term investments		3,014			4,825
Accounts receivable, net of allowances of $3,056 and $4,866 at September 30, 2020 and December 31, 2019, respectively		261,782			260,322
Inventories		260,289			236,472
Prepaid expenses and other		101,961			49,950
Total current assets		1,214,689			809,959
Property, plant and equipment, net		453,487			469,574
Deferred income tax		23,566			17,516
Goodwill		155,492			141,318
Intangible assets, net		114,306			119,523
Other		71,112			81,494
Total assets	$	2,032,652		$	1,639,384
Liabilities
Current liabilities:
Line of credit	$	70,746		$	13,342
Accounts payable		127,315			122,148
Accrued liabilities and other		103,259			100,571
Income tax payable		5,235			16,156
Current portion of long-term debt		14,978			33,105
Total current liabilities		321,533			285,322
Long-term debt, net of current portion		330,766			64,401
Deferred tax liabilities		14,445			16,333
Other long-term liabilities		114,857			120,545
Total liabilities		781,601			486,601
Commitments and contingencies
Stockholders' equity
Preferred stock - par value $1.00 per share; 1,000,000 shares authorized; no  shares issued or outstanding		-			-
Common stock - par value $0.66 2/3 per share; 70,000,000 shares authorized;  51,945,299 and 51,206,969, issued and outstanding at September 30, 2020 and December 31, 2019,  respectively		35,628			35,111
Additional paid-in capital		440,944			427,262
Retained earnings		858,311			789,958
Treasury stock, at cost, 1,494,080 and 1,457,206  shares held as of September  30, 2020 and December 31, 2019, respectively		(39,205	)		(37,768	)
Accumulated other comprehensive loss		(97,105	)		(108,139	)
Total stockholders' equity		1,198,573			1,106,424
Noncontrolling interest		52,478			46,359
Total equity		1,251,051			1,152,783
Total liabilities and stockholders' equity	$	2,032,652		$	1,639,384

XML

Document and Entity Information	Nov. 09, 2020
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 09, 2020
Entity Registrant Name	DIODES INC /DEL/
Entity Central Index Key	0000029002
Entity Emerging Growth Company	false
Entity File Number	002-25577
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	95-2039518
Entity Address, Address Line One	4949 Hedgcoxe Road
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Plano
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75024
City Area Code	972
Local Phone Number	987-3900
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, Par Value $0.66 2/3
Trading Symbol	DIOD
Security Exchange Name	NASDAQ