8-K
0000029002false00000290022025-08-072025-08-07
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
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Date of Report (Date of earliest event reported): August 07, 2025 |
DIODES INCORPORATED
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
002-25577 |
95-2039518 |
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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4949 Hedgcoxe Road, Suite 200 |
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Plano, Texas |
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75024 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: 972 987-3900 |
(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:
☐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:
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Title of each class
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Trading Symbol(s) |
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Name of each exchange on which registered
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Common Stock, Par Value $0.66 2/3 |
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DIOD |
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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 August 7, 2025, Diodes Incorporated (the “Company”) issued a press release announcing its second quarter ended June 30, 2025 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 as 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 8.01 Other Events.
From time to time, Diodes Incorporated (the “Company”) may give corporate presentations to its customers, suppliers and other related interested parties. Copies of the Company’s corporate presentation slides, updated on August 7, 2025, are attached herewith as Exhibit 99.2 and Exhibit 99.3. Exhibit 99.2 provides an update focused on the Company's second quarter 2025 financial results and Exhibit 99.3 is used in the Company's investor relations presentations.
Forward-Looking Statements
Statements in this Current Report on Form 8-K (including in the documents attached as Exhibit 99.1, Exhibit 99.2, and Exhibit 99.3) contain forward-looking statements that involve future risks and uncertainties as contemplated by the safe harbor provided by the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in this Current Report on Form 8-K (including the documents attached as Exhibit 99.1, Exhibit 99.2, and Exhibit 99.3 should be regarded as “forward-looking statements” and Exhibit 99.1, Exhibit 99.2, and Exhibit 99.3 contain a more detailed listing of the risks and uncertainties associated with those forward-looking statements. Diodes undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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 thereunto duly authorized.
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DIODES INCORPORATED |
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Date: |
August 7, 2025 |
By: |
/s/Brett R. Whitmire |
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Brett R. Whitmire Chief Financial Officer |
EX-99.1
Exhibit 99.1
FINAL
Diodes Incorporated Reports Second Quarter Fiscal 2025 Financial Results
Exceeds 2Q Revenue Expectations, Growing 10% Sequentially and 14% Year-over-Year with Continued Double-Digit Year-over-Year Growth Momentum into 3Q
Plano, Texas – August 7, 2025 -- Diodes Incorporated (Diodes) (Nasdaq: DIOD) today reported its financial results for the second quarter ended June 30, 2025.
Second Quarter Highlights
•Revenue was $366.2 million, compared to $319.8 million in the second quarter 2024 and $332.1 million in the prior quarter;
•GAAP gross profit was $115.3 million, compared to $107.4 million in the same quarter a year ago and $104.7 million in the prior quarter;
•GAAP gross profit margin was 31.5 percent, compared to 33.6 percent in the second quarter of 2024 and 31.5 percent in the prior quarter;
•GAAP net income was $46.1 million, compared to GAAP net income of $8.0 million in the same quarter a year ago and GAAP net loss of $4.4 million last quarter;
•Non-GAAP adjusted net income was $15.0 million, compared to $15.4 million in the same quarter a year ago and $8.8 million in the prior quarter;
•GAAP income was $0.99 per diluted share, compared to GAAP EPS of $0.17 per diluted share in the second quarter of 2024 and GAAP loss per share of $0.10 per share in the prior quarter;
•Non-GAAP EPS was $0.32 per diluted share, compared to $0.33 per diluted share in the same quarter a year ago and $0.19 per diluted share in the prior quarter;
•Excluding $4.6 million, net of tax, non-cash share-based compensation expense, both GAAP net income and non-GAAP adjusted net income would have increased by $0.10 per diluted share;
•EBITDA was $84.5 million, or 23.1 percent of revenue, compared to $41.1 million, or 12.8 percent of revenue during the same quarter last year and $26.2 million, or 7.9 percent of revenue in the prior quarter; and
•Achieved $41.5 million cash flow from operations and $21.1 million of free cash flow, including $20.4 million of capital expenditures. Net cash flow was a negative $18.2 million, including approximately $49.2 million from an increase in equity investments and $10.0 million for the stock buyback program.
Commenting on the results, Gary Yu, President and CEO of Diodes, stated, “Our above expected revenue results represent our third consecutive quarter of year-over-year growth, indicating the ongoing improvement in market conditions and demand. Point of sales (POS) increased sequentially across all regions with double-digit growth in Asia. The increasing demand in the quarter also contributed to channel inventory being reduced further with both channel and internal inventory days decreasing.
“While we continue to see positive signs of a broader market recovery, our consumer end market experienced the strongest growth during the quarter, contributing to less favorable
product mix combined with our higher-margin automotive and industrial markets remaining effectively flat as a percentage of total revenue. Additionally, the channel inventory depletion continues to limit increased loading at our manufacturing facilities, resulting in underloading costs also being a headwind to gross margin expansion. Even when considering these dynamics, we continued to increase gross profit dollars and delivered non-GAAP earnings growth of almost 70% sequentially as we continued to closely manage expenses.
“As we look to the third quarter, we expect to extend our strong growth momentum with revenue anticipated to increase 7% sequentially and 12% year-over-year at the mid-point, mainly driven by strong demand in Asia for AI-related computing applications, consumer and increasing demand in the EV automotive market in China.”
Second Quarter 2025
Revenue for second quarter 2025 was $366.2 million, compared to $319.8 million in the second quarter 2024 and $332.1 million in the first quarter 2025.
GAAP gross profit for the second quarter 2025 was $115.3 million, or 31.5 percent of revenue, compared to $107.4 million, or 33.6 percent of revenue, in the second quarter of 2024 and $104.7 million, or 31.5 percent of revenue, in the first quarter 2025.
GAAP operating expenses for second quarter 2025 were $105.9 million, or 28.9 percent of revenue, and on a non-GAAP basis were $99.8 million, or 27.3 percent of revenue, which excludes $5.8 million acquisition-related intangible asset cost. GAAP operating expenses in the second quarter 2024 were $103.7 million, or 32.4 percent of revenue and in the first quarter 2025 were $103.4 million, or 31.1 percent of revenue.
Second quarter 2025 GAAP net income was $46.1 million, or $0.99 per diluted share, compared to GAAP net income in the second quarter 2024 of $8.0 million, or $0.17 per diluted share and GAAP net loss in the first quarter 2025 of $4.4 million, or $0.10 per diluted share.
Second quarter 2025 non-GAAP adjusted net income was $15.0 million, or $0.32 per diluted share, which excluded, net of tax, $23.4 million of non-cash unrealized mark-to-market gains on investments, $12.7 million gain on the disposal of a subsidiary, and $4.8 million of acquisition-related intangible asset amortization cost. This compares to non-GAAP adjusted net income of $15.4 million, or $0.33 per diluted share, in the second quarter 2024 and $8.8 million, or $0.19 per diluted share, in the first quarter 2025.
The following is an unaudited summary reconciliation of GAAP net income to non-GAAP adjusted net income and per share data, net of tax (in thousands, except per share data):
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Three Months Ended |
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June 30, 2025 |
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GAAP net income |
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$ |
46,098 |
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Diluted earnings per share (per-GAAP) |
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$ |
0.99 |
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Adjustments to reconcile net income to non-GAAP net income: |
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Amortization of acquisition-related intangible assets |
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4,805 |
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Acquisition related cost |
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61 |
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Restructuring charge |
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54 |
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Gain of disposal of subsidiary |
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(12,693 |
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Unrealized gain on investments |
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(23,383 |
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Board member retirement |
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92 |
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Non-GAAP adjusted net income |
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$ |
15,034 |
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Non-GAAP diluted earnings per share |
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$ |
0.32 |
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Note: Throughout this release, we refer to “net income/loss attributable to common stockholders” as “net income/loss.”
(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 2025 GAAP and non-GAAP adjusted net income was approximately $4.6 million, net of tax, non-cash share-based compensation expense. Excluding share-based compensation expense, GAAP earnings per share (“EPS”) and non-GAAP adjusted EPS would have increased by $0.10 per share for the second quarter 2025, compared to $0.07 per share for GAAP and $0.06 per share for non-GAAP in the second quarter 2024 and $0.11 for both GAAP and non-GAAP in the first quarter 2025.
EBITDA (a non-GAAP measure), which represents earnings before net interest expense, income tax, depreciation and amortization, in the second quarter 2025 was $84.5 million, or 23.1 percent of revenue, compared to $41.1 million, or 12.8 percent of revenue, in the second quarter 2024 and $26.2 million, or 7.9 percent of revenue, in the first quarter 2025. For a reconciliation of GAAP net income to EBITDA, see the table near the end of this release for further details.
For the second quarter 2025, net cash provided by operating activities was $41.5 million. Net cash flow was negative $18.2 million, including approximately $49.2 million for increase in equity investment and $10.0 million for the stock buyback program. Free cash flow (a non-GAAP measure) was $21.1 million, which includes $20.4 million of capital expenditures.
Balance Sheet
As of June 30, 2025, the Company had approximately $333 million in cash and cash equivalents, restricted cash, and short-term investments. Total debt (including long-term and short-term) amounted to approximately $54 million and working capital was approximately $871 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, 2025.
Business Outlook
Gary Yu further commented, “For the third quarter of 2025, we expect revenue to increase to approximately $392 million, plus or minus 3 percent, representing 12 percent over the prior year period at the mid-point, which will be the fourth consecutive quarter of year-over-year growth. GAAP gross margin is expected to be 31.6 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 26.0 percent of revenue, plus or minus 1 percent. We expect net interest income to be approximately $1.0 million. Our income tax rate is expected to be 18.0 percent, plus or minus 3 percent, and shares used to calculate diluted EPS for the third quarter are anticipated to be approximately 46.5 million.”
Amortization of acquisition-related intangible assets of $4.8 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 7, 2025 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 1-833-634-2590, and international callers may join the teleconference by dialing +1-412-317-6038. A telephone replay of the call will be made available approximately two hours after the call and will remain available until August 14, 2025 at midnight Central Time. The replay number is 1-877-344-7529 with an access code of 1987388 followed by the # key. International callers should dial +1-412-317-0088 and enter the same pass code at the prompt followed by the # key.
Additionally, this conference call will be broadcast live over the Internet and can be accessed by all interested parties on the Investor Relations section of the Company’s website. 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 automotive, industrial, computing, consumer electronics, and communications markets. We leverage our expanded product portfolio of analog and discrete power solutions combined with leading-edge packaging technology to meet customers’ needs. Our broad range of application-specific products and solutions-focused sales, coupled with global operations including engineering, testing, manufacturing, and customer service, enable 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 2025, we expect revenue to be approximately $392 million plus or minus 3 percent; we expect GAAP gross margin to be 31.6 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 26.0 percent of revenue, plus or minus 1 percent; we expect non-GAAP net interest income to be
approximately $1.0 million; we expect our income tax rate to be 18.0 percent, plus or minus 3 percent; shares used to calculate diluted EPS for the third quarter are anticipated to be approximately 46.5 million. Potential risks and uncertainties include, but are not limited to, such factors as: 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 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 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.
© 2025 Diodes Incorporated. All Rights Reserved.
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Company Contact: |
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Investor Relations Contact: |
Diodes Incorporated |
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Shelton Group |
Gurmeet Dhaliwal |
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Leanne Sievers |
Director, IR & Corporate Marketing |
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President, Investor Relations |
P: 408-232-9003 |
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P: 949-224-3874 |
E: Gurmeet_Dhaliwal@diodes.com |
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E: lsievers@sheltongroup.com |
DIODES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
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Three Months Ended |
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Six Months Ended |
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June 30, |
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June 30, |
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2025 |
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2024 |
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2025 |
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2024 |
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Net sales |
$ |
366,212 |
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$ |
319,771 |
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$ |
698,325 |
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$ |
621,743 |
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Cost of goods sold |
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250,888 |
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212,385 |
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478,307 |
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414,773 |
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Gross profit |
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115,324 |
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107,386 |
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220,018 |
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206,970 |
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Operating expenses |
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Selling, general and administrative |
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59,470 |
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58,467 |
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118,169 |
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112,202 |
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Research and development |
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40,537 |
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33,189 |
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79,164 |
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67,153 |
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Amortization of acquisition-related intangible assets |
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5,839 |
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3,854 |
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11,663 |
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7,664 |
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Loss (Gain) on disposal of fixed assets |
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19 |
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(82 |
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1 |
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(4,954 |
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Restructuring charge |
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68 |
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8,250 |
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334 |
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8,250 |
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Other operating expense(income) |
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2 |
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- |
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2 |
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(1 |
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Total operating expense |
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105,935 |
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103,678 |
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209,333 |
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190,314 |
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Income from operations |
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9,389 |
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3,708 |
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10,685 |
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16,656 |
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Other income(expense) |
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Interest income |
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7,024 |
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4,237 |
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12,837 |
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8,851 |
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Interest expense |
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(506 |
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(852 |
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(973 |
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(1,384 |
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Foreign currency (loss)gain, net |
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(6,432 |
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799 |
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(6,615 |
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1,771 |
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Unrealized gain on investments |
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29,645 |
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4,350 |
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25,613 |
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4,720 |
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Impairment of equity investment |
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- |
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- |
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(5,817 |
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- |
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Gain on disposal of subsidiary |
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13,730 |
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- |
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13,730 |
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- |
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Other income |
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373 |
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562 |
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996 |
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996 |
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Total other income(expense) |
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43,834 |
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9,096 |
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39,771 |
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14,954 |
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Income before income taxes and noncontrolling interest |
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53,223 |
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12,804 |
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50,456 |
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31,610 |
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Income tax provision |
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9,063 |
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2,643 |
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9,083 |
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6,180 |
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Net income |
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44,160 |
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10,161 |
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41,373 |
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25,430 |
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Less net income attributable to noncontrolling interest |
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1,938 |
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(2,161 |
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288 |
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(3,392 |
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Net income attributable to common stockholders |
$ |
46,098 |
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$ |
8,000 |
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$ |
41,661 |
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$ |
22,038 |
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Earnings per share attributable to common stockholders: |
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Basic |
$ |
0.99 |
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$ |
0.17 |
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$ |
0.90 |
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$ |
0.48 |
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Diluted |
$ |
0.99 |
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$ |
0.17 |
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$ |
0.90 |
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$ |
0.48 |
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Number of shares used in earnings per share computation: |
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Basic |
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46,398 |
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46,133 |
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46,385 |
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46,083 |
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Diluted |
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46,462 |
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46,324 |
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46,452 |
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46,320 |
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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, 2025:
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Operating Expenses |
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Other (Income) Expense |
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Income Tax Provision |
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Net Income |
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Per-GAAP net income |
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$ |
46,098 |
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|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share (per-GAAP) |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
0.99 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments to reconcile net income to non-GAAP net income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of acquisition-related intangible assets |
|
|
|
|
5,839 |
|
|
|
|
|
|
(1,034 |
) |
|
|
4,805 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition related cost |
|
|
|
|
77 |
|
|
|
|
|
|
(16 |
) |
|
|
61 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring charge |
|
|
|
|
68 |
|
|
|
|
|
|
(14 |
) |
|
|
54 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain of disposal of subsidiary |
|
|
|
|
|
|
|
(13,681 |
) |
|
|
988 |
|
|
|
(12,693 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gain on investments |
|
|
|
|
|
|
|
(29,645 |
) |
|
|
6,262 |
|
|
|
(23,383 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Board member retirement |
|
|
|
|
117 |
|
|
|
|
|
|
(25 |
) |
|
|
92 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP adjusted net income |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
15,034 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted shares used in computing earnings per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
46,462 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP diluted earnings per share |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
0.32 |
|
Note: Included in GAAP net income and non-GAAP adjusted net income was approximately $4.6 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 $0.10 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, 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Expenses |
|
|
Other (Income) Expense |
|
|
Income Tax Provision |
|
|
Net Income |
|
Per-GAAP net income |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
8,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share (per-GAAP) |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
0.17 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments to reconcile net income to non-GAAP net income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of acquisition-related intangible assets |
|
|
|
|
3,854 |
|
|
|
|
|
|
(707 |
) |
|
|
3,147 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Officer retirement |
|
|
|
|
644 |
|
|
|
|
|
|
(135 |
) |
|
|
509 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring charge |
|
|
|
|
8,250 |
|
|
|
789 |
|
|
|
(1,795 |
) |
|
|
7,244 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gain on investments |
|
|
|
|
|
|
|
(4,350 |
) |
|
|
870 |
|
|
|
(3,480 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP adjusted net income |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
15,420 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted shares used in computing earnings per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
46,324 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP diluted earnings per share |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
0.33 |
|
Note: Included in GAAP net income and non-GAAP adjusted net income was approximately $3.4 million and $2.8 million respectively, net of tax, non-cash share-based compensation expense. Excluding share-based compensation expense, GAAP diluted earnings per share would have improved by $0.07 per share and non-GAAP diluted earnings per share would have improved by $0.06 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 six months ended June 30, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Expenses |
|
|
Other (Income) Expense |
|
|
Income Tax Provision |
|
|
Net Income |
|
Per-GAAP net income |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
41,661 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share (per-GAAP) |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
0.90 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments to reconcile net income to non-GAAP net income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of acquisition-related intangible assets |
|
|
|
|
11,663 |
|
|
|
|
|
|
(2,065 |
) |
|
|
9,598 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition related cost |
|
|
|
|
248 |
|
|
|
|
|
|
(52 |
) |
|
|
196 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring charge |
|
|
|
|
334 |
|
|
|
|
|
|
(54 |
) |
|
|
280 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impairment of equity investment |
|
|
|
|
|
|
|
5,817 |
|
|
|
(968 |
) |
|
|
4,849 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain of disposal of subsidiary |
|
|
|
|
|
|
|
(13,681 |
) |
|
|
988 |
|
|
|
(12,693 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gain on investments |
|
|
|
|
|
|
|
(25,613 |
) |
|
|
5,456 |
|
|
|
(20,157 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Board member retirement |
|
|
|
|
117 |
|
|
|
|
|
|
(25 |
) |
|
|
92 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP adjusted net income |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
23,826 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted shares used in computing earnings per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
46,452 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP diluted earnings per share |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
0.51 |
|
Note: Included in GAAP net income and non-GAAP adjusted net income was approximately $9.6 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 $0.21 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 six months ended June 30, 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Expenses |
|
|
Other (Income) Expense |
|
|
Income Tax Provision |
|
|
Net Income |
|
Per-GAAP net income |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
22,038 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share (per-GAAP) |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
0.48 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments to reconcile net income to non-GAAP net income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of acquisition-related intangible assets |
|
|
|
|
7,664 |
|
|
|
|
|
|
(1,406 |
) |
|
|
6,258 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Officer retirement |
|
|
|
|
644 |
|
|
|
|
|
|
(135 |
) |
|
|
509 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring charge |
|
|
|
|
8,250 |
|
|
|
789 |
|
|
|
(1,795 |
) |
|
|
7,244 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gain on investments |
|
|
|
|
|
|
|
(4,720 |
) |
|
|
944 |
|
|
|
(3,776 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insurance recovery for manufacturing facility |
|
|
|
|
(4,804 |
) |
|
|
|
|
|
961 |
|
|
|
(3,843 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP adjusted net income |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
28,430 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted shares used in computing earnings per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
46,319 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP diluted earnings per share |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
0.61 |
|
Note: Included in GAAP net income and non-GAAP adjusted net income was approximately $7.4 million and $6.8 million respectively, net of tax, non-cash share-based compensation expense. Excluding share-based compensation expense, GAAP diluted earnings per share would have improved by $0.16 per share and non-GAAP diluted earnings per share would have improved by $0.15 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.
Board member retirement – The Company excluded costs related to the retirement of a board member. These costs represent cash payments and the accelerated vesting of previously issued stock awards. The Company feels it is appropriate to exclude these costs since they don’t represent ongoing operating expenses and will present investors with a more accurate indication of our continuing operations.
Acquisition related costs – The Company excluded expenses associated with previous acquisitions of that typically consist 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.
Insurance recovery for manufacturing facility – The Company recorded gains related to insurance recovery for a manufacturing facility in Asia. The Company believes the exclusion of the insurance recovery provides investors with a more accurate reflection of the continuing operations of the Company and facilitates comparisons with the results of other periods which may not reflect such gains.
Unrealized gain on investments – The Company excluded unrealized mark-to-market adjustments on various equity related investments. The Company believes this is not reflective of the ongoing operations and exclusion of this provides investors an enhanced view of the Company’s operating results.
Restructuring charge – The Company recorded restructuring charges related to various locations. These restructuring charges are excluded from management’s assessment of the Company’s operating performance. The Company believes the exclusion of the restructuring charges provides investors an enhanced view of the cost structure of the Company’s operations and facilitates comparisons with the results of other periods that may not reflect such charges or may reflect different levels of such charges.
Gain of disposal of subsidiary– The Company excluded the gain on the disposal of a subsidiary. The Company believes this is not reflective of the ongoing operations and exclusion of this item provides investors an enhanced view of the Company’s operating results.
Impairment of equity investment– The Company excluded the impairment on equity investment. The Company believes this is not reflective of the ongoing operations and exclusion of this item provides investors an enhanced view of the Company’s operating results.
CASH FLOW ITEMS
Free cash flow (FCF) (Non-GAAP)
FCF for the second quarter of 2025 is a non-GAAP financial measure, which is calculated by subtracting capital expenditures from cash flow from operations. For the second quarter of 2025, FCF was $21.1million, 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 |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
Net income (per-GAAP) |
|
$ |
46,098 |
|
|
$ |
8,000 |
|
|
$ |
41,661 |
|
|
$ |
22,038 |
|
Plus: |
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
|
(6,518 |
) |
|
|
(3,385 |
) |
|
|
(11,864 |
) |
|
|
(7,467 |
) |
Income tax provision |
|
|
9,063 |
|
|
|
2,643 |
|
|
|
9,083 |
|
|
|
6,180 |
|
Depreciation and amortization |
|
|
35,895 |
|
|
|
33,794 |
|
|
|
71,813 |
|
|
|
68,649 |
|
EBITDA (non-GAAP) |
|
$ |
84,538 |
|
|
$ |
41,052 |
|
|
$ |
110,693 |
|
|
$ |
89,400 |
|
DIODES INCORPORATED AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited) (In thousands, except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
December 31, |
|
|
|
2025 |
|
|
2024 |
|
Assets |
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
317,049 |
|
|
$ |
308,671 |
|
Restricted Cash |
|
|
5,728 |
|
|
|
6,053 |
|
Short-term investments |
|
|
10,285 |
|
|
|
7,464 |
|
Accounts receivable, net of allowances of $5,641 and $7,799 at June 30, 2025 and December 31, 2024, respectively |
|
|
313,492 |
|
|
|
325,517 |
|
Inventories |
|
|
482,701 |
|
|
|
474,948 |
|
Prepaid expenses and other |
|
|
115,359 |
|
|
|
101,500 |
|
Total current assets |
|
|
1,244,614 |
|
|
|
1,224,153 |
|
Property, plant and equipment, net |
|
|
680,042 |
|
|
|
684,259 |
|
Deferred income tax |
|
|
55,029 |
|
|
|
51,974 |
|
Goodwill |
|
|
185,292 |
|
|
|
181,555 |
|
Intangible assets, net |
|
|
56,328 |
|
|
|
67,397 |
|
Other long-term assets |
|
|
250,250 |
|
|
|
176,943 |
|
Total assets |
|
$ |
2,471,555 |
|
|
$ |
2,386,281 |
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
Line of credit |
|
$ |
27,562 |
|
|
$ |
31,429 |
|
Accounts payable |
|
|
148,269 |
|
|
|
133,765 |
|
Accrued liabilities |
|
|
173,349 |
|
|
|
186,576 |
|
Income tax payable |
|
|
22,902 |
|
|
|
22,730 |
|
Current portion of long-term debt |
|
|
1,551 |
|
|
|
1,096 |
|
Total current liabilities |
|
|
373,633 |
|
|
|
375,596 |
|
Long-term debt, net of current portion |
|
|
24,865 |
|
|
|
19,563 |
|
Deferred tax liabilities |
|
|
14,347 |
|
|
|
6,953 |
|
Unrecognized tax benefits |
|
|
24,646 |
|
|
|
24,646 |
|
Other long-term liabilities |
|
|
99,893 |
|
|
|
90,576 |
|
Total liabilities |
|
|
537,384 |
|
|
|
517,334 |
|
|
|
|
|
|
|
|
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; 46,211,196 and 46,332,891, issued and outstanding at June 30, 2025 and December 31, 2024, respectively |
|
|
37,142 |
|
|
|
37,083 |
|
Additional paid-in capital |
|
|
527,385 |
|
|
|
523,744 |
|
Retained earnings |
|
|
1,760,959 |
|
|
|
1,719,298 |
|
Treasury stock, at cost, 9,499,364 and 9,288,420 shares held at June 30, 2025 and December 31, 2024 |
|
|
(348,104 |
) |
|
|
(338,100 |
) |
Accumulated other comprehensive loss |
|
|
(100,279 |
) |
|
|
(146,724 |
) |
Total stockholders' equity |
|
|
1,877,103 |
|
|
|
1,795,301 |
|
Noncontrolling interest |
|
|
57,068 |
|
|
|
73,646 |
|
Total equity |
|
|
1,934,171 |
|
|
|
1,868,947 |
|
Total liabilities and stockholders' equity |
|
$ |
2,471,555 |
|
|
$ |
2,386,281 |
|

Diodes Incorporated (DIOD) Plano, TX, USA Second Quarter 2025 Financial Results August 7, 2025 Exhibit 99.2

Safe Harbor Statement 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 2025, we expect revenue to be approximately $392 million plus or minus 3 percent; we expect GAAP gross margin to be 31.6 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 26.0 percent of revenue, plus or minus 1 percent; we expect non-GAAP net interest income to be approximately $1.0 million; we expect our income tax rate to be 18.0 percent, plus or minus 3 percent; shares used to calculate diluted EPS for the third quarter are anticipated to be approximately 46.5 million. Potential risks and uncertainties include, but are not limited to, such factors as: 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 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 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. This presentation also contains non-GAAP measures. See the Company’s press release on August 7, 2025 titled, “Diodes Incorporated Reports Second Quarter Fiscal 2025 Financial Results” for detailed information related to the Company’s non-GAAP measures and a reconciliation of GAAP net income to non-GAAP net income.

About Diodes Incorporated Vision: Profitability Growth to MaximizeShareholder Value Our Core Values: Integrity, Commitment,Innovation Diodes delivers analog and discrete power solutions through its high-quality semiconductor products to the world’s leading companies in the automotive, industrial, computing, consumer electronics, and communications markets. 66 Years in business 33 Consecutive yearsof profitability ~8400 Number ofemployees 1.31Bn Annual Revenue >39Bn >28K Number ofproducts (SKU)shipped >50K Number ofcustomers 42% of product revenue from automotive/industrial Stock Symbol Number of units shipped DIOD FY 2024

Longer Term $B Corporate Objectives Goal 1: $1B Market Cap Goal 2: $1B Annual Revenue Goal 3: $1B Gross Profit Goal 4: $1B Profit Before Tax $1B Market Cap $1B Revenue $1B Gross Profit $1B PBT - 2010 - 2017 Next Target:$1B Gross Profit Gross Margin: 40%Revenue: $2.5B

Targeted Market Segment Goal Automotive Connected driving, comfort/style/safety, electrification/powertrain Industrial Embedded systems, precision controls, medical, clean energy, machine to machine, robotics, motor controls, and AIoT Consumer IoT: wearables, home automation, home appliances, smart infrastructure, and charging solutions Communications Smart phones, 5G networks, and enterprise networking Computing Cloud computing: server, AI server, storage, data centers, and edge AI ~60% of revenue ~40% of revenue (58% for Q2 2025) (42% for Q2 2025)

Profitability Growth Track Record of Continued Outperformance Annual Revenue Gross Profit ($ in millions) ($ in millions) CAGR: 10% (2005 – 2024) CAGR: 10% (2005 - 2024)

Gross Margins and EPS Gross Margins (%) EPS (Non-GAAP) ($) CAGR: 7.3% (2012 - 2024)

2Q FY25 Highlights 2Q revenue exceeded expectations and grew 10% sequentially and 14% year-over-year Strong balance sheet with $333 million in cash and cash equivalents*; $54 million in total debt * Cash and cash equivalents, restricted cash, and short-term investments Non-GAAP earnings growth of ~70 % sequentially Point of sales (POS) increased sequentially across all regions with double-digit growth in Asia Guiding 3Q’25 to grow 12% year-over-year at the mid-point, the 4th consecutive quarter of YoY growth

2Q FY25 Performance * Cash and cash equivalents, restricted cash, and short-term investments $366.2M +10.3% Q-Q Revenue $115.3M 31.5% Flat Q-Q GAAP Gross Margin $0.32 +68.4% Q-Q Non-GAAP EPS $15M +70.5% Q-Q Non-GAAP Net Income $84.5M EBITDA 23.1% of Revenue Cash Flow from Ops 11.3% of Revenue Strong Balance Sheet $333M/$54M Cash*/Debt $41.5M +10.2% Q-Q GAAP Gross Profit

Revenue Profile for Second Quarter 2025

Quarterly Performance Quarterly Gross Profit ($ Millions) Quarterly Revenue ($ Millions)

Income Statement – Second Quarter 2025 ($ in millions, except EPS) 2Q24 1Q25 2Q25 Net sales 319.8 332.1 366.2 Gross profit (GAAP) 107.4 104.7 115.3 Gross profit margin % (GAAP) 33.6% 31.5% 31.5% Net income (GAAP) 8.0 (4.4) 46.1 Net income (non-GAAP) 15.4 8.8 15.0 Diluted EPS (non-GAAP) 0.33 0.19 0.32 Cash flow from operations 14.4 56.7 41.5 EBITDA (non-GAAP) 41.1 26.2 84.5

Balance Sheet ($ in millions) Dec 31, 2023 Dec 31, 2024 June 30, 2025 Cash* 329 322 333 Inventory 390 475 483 Current assets 1,187 1,224 1,245 Total assets 2,368 2,386 2,472 Total debt 62 52 54 Total liabilities 558 517 537 Total equity 1,810 1,869 1,934 * Cash and cash equivalents, restricted cash, and short-term investments

Revenue to be ~$392 million, +/- 3.0% representing 12 percent growth over the prior year period at the mid-point, which will be the fourth consecutive quarter of year-over-year growth GAAP gross margin of 31.6%, +/- 1% Non-GAAP operating expenses 26.0% of revenue, +/- 1%, which are GAAP operating expenses adjusted for amortization of acquisition-related intangible assets Net interest income of ~$1.0 million Income tax rate to be 18.0%, +/- 3% Shares used to calculate diluted EPS are approximately 46.5 million Amortization of $4.8 million, after tax, for previous acquisitions is not included in these non-GAAP estimates *Guidance as provided on August 7, 2025 Business Outlook - Third Quarter 2025

Investment Summary Vision: Expand shareholder value Mission: Profitability growth to drive 20%+ operating profit Next Strategic Goal: $1B gross profit Tactics: Total system solutions sales approach and content expansion driving growth Focus on key accounts Increased focus on high-margin automotive, industrial, analog and discrete power solutions Investment for technology leadership in target products, fab processes, and advanced packaging Accelerate fab process and product qualifications


Reconciliation of Net Income to Adjusted Net Income (in thousands, except per share data) (unaudited) Note: Included in GAAP net income and non-GAAP adjusted net income was approximately $4.6 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 $0.10 per share. For the three months ended June 30, 2025

GAAP to Non-GAAP Reconciliation Note: Included in GAAP and non-GAAP income was approximately $3.4 million and $2.8 million respectively, net of tax, non-cash share-based compensation expense. Excluding share-based compensation expense, GAAP diluted earnings per share would have improved by $0.07 per share and non-GAAP diluted earnings per share would have improved by $0.06 per share. (in thousands, except per share data) (unaudited) For the three months ended June 30, 2024

Diodes Incorporated (DIOD) Plano, TX, USA Investor Relations August 7, 2025 Exhibit 99.3

Safe Harbor Statement 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 2025, we expect revenue to be approximately $392 million plus or minus 3 percent; we expect GAAP gross margin to be 31.6 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 26.0 percent of revenue, plus or minus 1 percent; we expect non-GAAP net interest income to be approximately $1.0 million; we expect our income tax rate to be 18.0 percent, plus or minus 3 percent; shares used to calculate diluted EPS for the third quarter are anticipated to be approximately 46.5 million. Potential risks and uncertainties include, but are not limited to, such factors as: 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 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 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. This presentation also contains non-GAAP measures. See the Company’s press release on August 7, 2025 titled, “Diodes Incorporated Reports Second Quarter Fiscal 2025 Financial Results” for detailed information related to the Company’s non-GAAP measures and a reconciliation of GAAP net income to non-GAAP net income.

Gary Yu President and CEO Experience: Diodes Incorporated, since 2008 Chief Operating Officer Senior Vice President, Business Groups President, Asia Pacific Region General Manager, Shanghai Wafer Fabrication and BCD Business Unit Vice President of Asia Pacific Sales Manager, Sensor and Satellite Business Unit Lite-On Semiconductor Corporation Vice President, Worldwide Sales Texas Instruments IT, Finance and Capacity Planning Education: MBA – University of Dallas Master’s Degree in Telecommunication Engineering, Southern Methodist University Bachelor's Degree in MIS, Fu-Jen University, Taiwan Management Representative

Company Representative Experience: Head of Corporate Marketing, Diodes Incorporated Head of Corporate Marketing, Pericom Semiconductor Vice President, Marketing, CA Technologies (Broadcom) Director, Global Marketing Strategy, EMC (Dell Technologies) Director, Marketing, Zarlink Semiconductor (Microchip) Marketing Management positions at Cisco and National Semiconductor (TI) Education: MBA, Marketing/Entrepreneurship, Saint Mary's College of California BS in Electrical and Computer Engineering, UC Santa Barbara Gurmeet Dhaliwal Head of Corporate Marketing & Investor Relations

About Diodes Incorporated Vision: Profitability Growth to MaximizeShareholder Value Our Core Values: Integrity, Commitment,Innovation Diodes delivers analog and discrete power solutions through its high-quality semiconductor products to the world’s leading companies in the automotive, industrial, computing, consumer electronics, and communications markets. 66 Years in business 33 Consecutive yearsof profitability ~8400 Number ofemployees 1.31Bn Annual Revenue >39Bn >28K Number ofproducts (SKU)shipped >50K Number ofcustomers 42% of product revenue from automotive/industrial Stock Symbol Number of units shipped DIOD FY 2024

Global Operations and World-Class Manufacturing Headquartered in Plano, TX Manufacturing in US, UK, Germany, China, and Taiwan ISO 9001:2015 Certified / IATF 16949:2016 Certified ISO 14001:2015 Certified Key Acquisitions 2006 2006 2012 2015 2008 2013 2019 2020 2022 Anachip Corporation Taiwan Advanced Power Devices ZetexSemiconductors Power Analog Microelectronics BCDSemiconductor Pericom Semiconductor TI’s Greenock fab (GFAB) Lite-OnSemiconductor Onsemi‘s fab (SPFAB) 2024 Fortemedia Investing for the Future

Wuxi, China Shanghai,China Chongli,Taiwan Hsinchu,Taiwan Taipei,Taiwan Munich,Germany Neuhaus,Germany Plano, Texas Milpitas,California Greenock, UK Chengdu,China Logistics Hub and Warehouses Oldham,UK Key: Headquarters Wafer Fab Assembly/Test Design/Sales/Marketing South, Portland,Maine Tokyo,Japan Singapore Seongnam-si,South Korea Global Organization

Our commitment to a sustainable and profitable business is built around ESG. Please refer to Governance and Oversight for additional details. Social (S) Governance (G) Environment (E) Climate Change Natural Resources Pollution & Waste Biodiversity Strategy & Oversight Risks Management Business Continuity Accountability & Transparency Supply Chain Product Integrity Human Capital Community Our Sustainability Commitment

Goal 1: $1B Market Cap Goal 2: $1B Annual Revenue Goal 3: $1B Gross Profit Goal 4: $1B Profit Before Tax $1B Market Cap $1B Revenue $1B Gross Profit $1B PBT - 2010 - 2017 Next Target:$1B Gross Profit Gross Margin: 40%Revenue: $2.5B Longer Term $B Corporate Objectives

Track Record of Continued Outperformance Annual Revenue Gross Profit ($ in millions) ($ in millions) CAGR: 10% (2005 – 2024) CAGR: 10% (2005 - 2024) Profitability Growth

Gross Margins (%) EPS (Non-GAAP) ($) CAGR: 7.3% (2012 - 2024) Gross Margins and EPS

Automotive Connected driving, comfort/style/safety, electrification/powertrain Industrial Embedded systems, precision controls, medical, clean energy, machine to machine, robotics, motor controls, and AIoT Consumer IoT: wearables, home automation, home appliances, smart infrastructure, and charging solutions Communications Smart phones, 5G networks, and enterprise networking Computing Cloud computing: server, AI server, storage, data centers, and edge AI ~60% of revenue ~40% of revenue (58% for Q2 2025) (42% for Q2 2025) Targeted Market Segment Goal

Example: Embedded System Applications Total Solutions Provider

Connected Driving ADAS (Advanced Driver Assistance Systems) Telematics Infotainment Systems Comfort, Style, and Safety Lighting Migration to LED and intelligent illumination BLDC motor / fan control Migration from Brushed to Brushless DC Motors Electrification/Powertrain Conventional Powertrain Hybrid Electrification Battery management Move to 48V battery Focus Applications: Automotive Revenue Growth Year 2013 – 2024 CAGR: 22% Year Automotive - % of Total Product Revenue Automotive Applications Driving Growth

Automotive Potential Revenue $ / Car Automotive Motor Control $53.90 Connected Driving (Infotainment, Telematics & ADAS) $90.44 Powertrain, Electrification & Body Control Electronics $50.00 Lighting – Moving to LED $18.91 Total $213.25 $ Content / Car Year Automotive Opportunity

Advanced Clock Gen, Clock Buffer, Crystal Oscillator, USB Power Switch, and Protection solutions for mission-critical needs Automotive-compliant* products Diodes’ Key Products $ / Box Analog >$1.20 Power Management >$0.70 MOS/BJT >$3.50 Diodes and Rectifiers >$5.00 Timing and Connectivity $14.00 Total $24.40 * AEC qualified, manufactured in IATF 16949 certified sites supporting PPAP documentation (if applicable) Automotive Surround-View SuperCAM Platform

EV Automotive High-Voltage DC-DC Converters EVs create the need for high-efficiency conversion of high-voltage batteries to lower, safe voltages. Converts high-voltage DC (300V to 900V) to a galvanically isolated 48V or 12V DC rail Diodes’ automotive-compliant* product solutions contain: Silicon carbide and silicon MOSFETs, gate drivers, current monitors, and high-performance buck converters Diodes’ Key Products $ / per car Analog >$0.20 Power Management >$0.60 MOS/BJT >$21.00 Diodes and Rectifiers >$0.10 Total $21.90 * AEC qualified, manufactured in IATF 16949 certified sites supporting PPAP documents (if applicable).

Automotive Compliant USB Ports – PD Charging and Displays Diodes’ Key Products $ / per car Power Management $6.20 MOS/BJT $2.50 Diodes and Rectifiers $1.00 Timing and Connectivity $5.00 Total $14.70 * AEC qualified, manufactured in IATF 16949 certified sites supporting PPAP documents (if applicable). USB charging is a high-growth application with approximately 2 to 8 ports per vehicle. USB PD is an important expansion capability up to 100W/port USB-C supports DP over USB and opens the opportunity to share portable equipment screens on an interior display Diodes provides a system solution for USB charging including Port Controllers, USB Muxes, Signal Switches, ReDrivers, Xtals, Power Management, and Protection. Automotive-compliant* product portfolio growth is expanding the SAM further.

Industrial Content Expansion Increasing IC content in embedded systems Switching and signal path for networked systems and automation Signal conditioning and timing for precision controls Industrial / motor controls, sensors, and power management Green power, energy storage Robotics Medical: home health systems to hospital equipment AIoT

IoT – Machine to Machine (M2M) Growth Opportunities: Power, Sensors, DC-DC Gate Drivers, BJTs, MOSFETs Xtals and clocks Packet switches, ReDrivers, IO Expanders, MIPI, and USB charging M2M – Dominated by short-range technology 73% are short range, mostly Wi-Fi 2030: Connections @ 29,400 million M2M – By Application IoT and M2M Modems POS, Routers, Edge Servers On-Premise Edge Gateways AGV (Automated Guided Vehicles) AMR (Autonomous Mobile Robots) UAV (Unmanned Aerial Vehicles) POS Display PortSwitch I2C Level Shifterw/Buffer USBSwitch USB PowerSwitch USB 3.0ReDriver USB 3.0Switch PCI Switch/ReDriver SATA Switch/ReDriver VoltageDetector Xtal USB Port USB 3.0Controller HighBandwidthMux ReDriver AC-DC Adapter GPIO Expander TemperatureSensor DVI Scaler Mobile DDR/NOR Flash NAND Flash USB 3.0 PCIe/SATA DP I2C Bus UART USB 2.0 CPU STDLIN DC-DC / LDO AC-DC Diodes’ Key Products $ / AGV Discrete $3.50 Analog & Power Mgmt. $2.20 Timing and Connectivity $18.00 Total $23.70 PMU DDR WiFiModule Gate Driver and MOS LiDAR /Gyro Sensor PCIe Packet Switch CameraSensor CANTransceiver Embedded Processor SSD M Isolated DCDC 48V Battery LDO, DCDC, Hall sensor, Audio Amp IO Expander AGV

Cloud Computing Accelerating the Enterprise Market ReDriver support for PCIe or USB connectivity Wide range of signal protocols: PCIe, CXL, SAS, SATA, USB MUX switch products for high-capacity solid state storage Packet switches for accelerating AI computing Crystal oscillators for increasing clocking speeds LDOs, DCDC, SBR, and TVS for power management and protection

AI Server Server Platform Solution: Nearly all server vendors are customers of Diodes Diodes’ products have a strong position in this segment PCIe® packet switches, PCIe, USB, & SATA ReDrivers, clock buffers, oscillators, I3C MUXes, level shifters, IO expanders, bus switches, QSPI MUXes, logic ICs, MOSFETs, LDOs, TVS, DC-DC Diodes’ Key Products $ / Box Analog $7.00 Power Management $3.00 MOS/BJT $13.00 Timing and Connectivity $67.00 Total $90.00

Consumer: IoT Driving Power & Connectivity Requirements Diodes’ Key Products $ / Box Analog >$0.20 Power Management >$1.30 MOS/BJT >$10.00 Diodes and Rectifiers >$5.00 Timing and Connectivity $3.50 Total $20.00 Enterprise Smart Infrastructure Wearables Consumer & Home Asset Tracking Security & Surveillance Retail

IoT Segment: Smart Home Smart Home: Safety and security Climate control Consumer electronics Lighting control Growth Opportunities: Power LED drivers Xtals and clocks Packet switches Diodes’ Key Products $ / Box Analog $0.55 ~ $0.80 Power Management $1.80 MOS/BJT $1.10 Diodes and Rectifiers $0.50 Timing and Connectivity $3.50 Total $7.70 Sensor Host Controller X1 PCIe2 100MHz HCSL Clk SSD X1 PCIe2 (or SATA controller) 25MHz Xtal PCIe CG PI6C557-05 PCIe Packet SW PI7C9X2G304SL Wireless Controller Wireless Controller Smart Home Gateway Smart Lighting MHz Xtal kHz Xtal AC Power LED Driver AC-DC Light User Interface Smart Speaker MHz Xtal SoC SoC MHzXtal MOSFET TVS NAND SDRAM Wi-Fi LED Drive Audio Amp Digital Assistant AC-DC Audio Amp Wi-Fi Memory Ethernetport AC Power SoC DC-DC / LDO DC-DC / LDO Op Amp

Communications: 5G Applications Focus Applications: Cloud Computing AI / Data center servers Gateways Internet gateways Fiber networks Core Networks, Cell Stations Small cells Base stations Edge computing servers Smart antennas Fiber networks End Products Portables: smartphones, tablets Smart cars Consumer: VR/AR/MR, drones, IoT Telecom: 5G CPEs Embedded / industrial

Communications: 5G Distributed Unit Diodes' Key Products $ / Box Analog $12.00 Power Management & Discrete $4.00 Timing and Connectivity $25.00 Total $41.00 Advanced solutions in signal integrity, signal/bus/power switches, and IO expanders for diversified networking applications. Global logistics offer cost-effective solutions with industry-standard pin-outs and versatile package options.

Complete Platform Solution: Notebook

Technology Focus Products eUSB/USB repeaters and Ultra-Low Cj TVS for signal integrity Automotive Packet Switches for Telematics / ADAS, high-voltage LDOs, and DCDC products Complete USB-C / Power Delivery Solutions Low-jitter timing solutions and high- speed PCIe packet switches for AI and cloud servers High-precision, high-bandwidth standard analog products Ultra-low power and low-noise LDOs for IoT Lowest RDS(ON) LDMOS for battery efficiency IntelliFET: self-protected power switches Advanced protection: IO & power lines Comprehensive MOSFETs (8V to 800V) SiC Schottky Diodes and SiC MOSFETs for industrial and automotive applications Cu Pillar with flip chip on lead frame High pin-count BGA, LGA, and AQFN packages Chip scale packaging with highest current density Compact QFN and DFN Power density PowerDI Small outline packages: down to 400x200μm High-performance 8” MOSFET trench technology Advanced Epi bipolar transistor processes Proprietary rectifier technology Rugged automotive-grade NMOS and PMOS Low-power, low-noise SiGe BiCMOS process High-voltage, high-power BCD process Assembly/Test Wafer Fab

Efficient Manufacturing + Superior Processes Assembly and Test China: Shanghai, Chengdu, and Wuxi Taiwan: Chongli Germany: Neuhaus US: South Portland, Maine China: Shanghai and Wuxi Taiwan: Hsinchu UK: Greenock and Oldham Bipolar, BiCMOS, CMOS, and BCD process Global footprint with strong engineering capabilities Wafer Fabs

Revenue Profile for Second Quarter 2025

Income Statement – Second Quarter 2025 ($ in millions, except EPS) 2Q24 1Q25 2Q25 Net sales 319.8 332.1 366.2 Gross profit (GAAP) 107.4 104.7 115.3 Gross profit margin % (GAAP) 33.6% 31.5% 31.5% Net income (GAAP) 8.0 (4.4) 46.1 Net income (non-GAAP) 15.4 8.8 15.0 Diluted EPS (non-GAAP) 0.33 0.19 0.32 Cash flow from operations 14.4 56.7 41.5 EBITDA (non-GAAP) 41.1 26.2 84.5

Balance Sheet ($ in millions) Dec 31, 2023 Dec 31, 2024 June 30, 2025 Cash* 329 322 333 Inventory 390 475 483 Current assets 1,187 1,224 1,245 Total assets 2,368 2,386 2,472 Total debt 62 52 54 Total liabilities 558 517 537 Total equity 1,810 1,869 1,934 * Cash and cash equivalents, restricted cash, and short-term investments

Revenue to be ~$392 million, +/- 3.0% representing 12 percent growth over the prior year period at the mid-point, which will be the fourth consecutive quarter of year-over-year growth GAAP gross margin of 31.6%, +/- 1% Non-GAAP operating expenses 26.0% of revenue, +/- 1%, which are GAAP operating expenses adjusted for amortization of acquisition-related intangible assets Net interest income of ~$1.0 million Income tax rate to be 18.0%, +/- 3% Shares used to calculate diluted EPS are approximately 46.5 million Amortization of $4.8 million, after tax, for previous acquisitions is not included in these non-GAAP estimates *Guidance as provided on August 7, 2025 Business Outlook - Third Quarter 2025

Investment Summary Vision: Expand shareholder value Mission: Profitability growth to drive 20%+ operating profit Next Strategic Goal: $1B gross profit Tactics: Total system solutions sales approach and content expansion driving growth Focus on key accounts Increased focus on high-margin automotive, industrial, analog and discrete power solutions Investment for technology leadership in target products, fab processes, and advanced packaging Accelerate fab process and product qualifications
