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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 07, 2024

 

 

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, Texas

 

75024

(Address of Principal Executive Offices)

 

(Zip Code)

 

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:


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 7, 2024, Diodes Incorporated (the “Company”) issued a press release announcing its third quarter ended September 30, 2024 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 November 7, 2024, are attached herewith as Exhibit 99.2 and Exhibit 99.3. Exhibit 99.2 provides an update focused on the Company's third quarter 2024 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.

 

 

 

Exhibit Number

Description

99.1

Press release dated November 7, 2024.

99.2

Third Quarter 2024 Financial Results.

99.3

Corporate slides for investor relations presentation.

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 thereunto duly authorized.

 

 

 

DIODES INCORPORATED

 

 

 

 

Date:

November 7, 2024

By:

/s/Brett R. Whitmire

 

 

 

Brett R. Whitmire
Chief Financial Officer

 


EX-99.1 2 diod-ex99_1.htm EX-99.1 EX-99.1

Exhibit 99.1

img74335243_0.jpg

Diodes Incorporated Reports Third Quarter Fiscal 2024 Financial Results

 

Exceeded 3Q Revenue Expectations, Growing Over 9% Sequentially

 

 

Plano, Texas – November 7, 2024 -- Diodes Incorporated (Diodes) (Nasdaq: DIOD) today reported its financial results for the third quarter ended September 30, 2024.

 

Third Quarter Highlights

Revenue was $350.1 million, compared to $319.8 million in the second quarter 2024 and $404.6 million in the third quarter 2023;
Global Point of Sales (POS) increased over 10 percent sequentially in Asia;
GAAP gross profit was $118.0 million, compared to $107.4 million in the second quarter 2024 and $155.9 million in the third quarter 2023;
GAAP gross profit margin was 33.7 percent, compared to 33.6 percent in the second quarter 2024 and 38.5 percent in the third quarter 2023;
GAAP net income was $13.7 million, compared to $8.0 million in the second quarter 2024 and $48.7 million in the third quarter 2023;
Non-GAAP adjusted net income was $20.1 million, compared to $15.4 million in the second quarter 2024 and $52.5 million in the third quarter 2023;
GAAP EPS was $0.30 per diluted share, compared to $0.17 per diluted share in the second quarter 2024 and $1.05 per diluted share in the third quarter 2023;
Non-GAAP EPS was $0.43 per diluted share, compared to $0.33 per diluted share last quarter and $1.13 per diluted share in the prior year quarter;
Excluding $5.9 million, net of tax, respectively, of non-cash share-based compensation expense, GAAP and non-GAAP earnings per share would have increased by $0.13 per share, respectively;
EBITDA was $46.9 million, or 13.4 percent of revenue, compared to $41.1 million, or 12.8 percent of revenue, in the second quarter 2024 and $90.6 million, or 22.4 percent of revenue, in the third quarter 2023; and
Cash flow provided by operations was $54.4 million and $39.4 million of free cash flow, including $15.0 million of capital expenditures. Net cash flow was $49.4 million, including borrowing of $9.7 million of total debt.

 

Commenting on the results, Gary Yu, President of Diodes, stated, “Third quarter revenue exceeded our expectations increasing 9.5% sequentially, while also achieving double-digit POS growth in Asia. As further evidence of the market recovery in Asia, our channel inventory continues to improve as both inventory dollars and inventory days decreased sequentially. Additionally, our automotive market revenue increased 18% sequentially to 19% of product revenue reflecting our ongoing content expansion and design win initiatives, even though both the automotive and industrial markets continue to undergo inventory and demand adjustments.

 

“For the fourth quarter, we are guiding revenue to be better than typical seasonality. Our gross margin expectation continues to reflect factory underloading related to our wafer service agreements and internal demand. With sufficient capacity available to support future demand improvements, we took the initiative in the third quarter to moderate our CapEx investments to below our target model. This action combined with our past cost reduction actions will help preserve near-term earnings and cash flow until the recovery accelerates, especially in the higher margin automotive and industrial end markets.”


 

Third Quarter 2024

Revenue for third quarter 2024 was $350.1 million, compared to $319.8 million in the second quarter 2024 and $404.6 million in the third quarter 2023.

 

GAAP gross profit for the third quarter 2024 was $118.0 million, or 33.7 percent of revenue, compared to $107.4 million, or 33.6 percent of revenue, in the second quarter 2024 and $155.9 million, or 38.5 percent of revenue, in the third quarter of 2023.

 

GAAP operating expenses for third quarter 2024 were $96.1 million, or 27.5 percent of revenue, and on a non-GAAP basis were $91.7 million, or 26.2 percent of revenue, which excludes $3.8 million amortization of acquisition-related intangible asset expenses, $0.8 million in acquisition-related costs and a $0.2 million adjustment on restructuring charges. GAAP operating expenses in the second quarter 2024 were $103.7 million, or 32.4 percent of revenue and in the third quarter 2023 were $102.0 million, or 25.2 percent of revenue.

 

Third quarter 2024 GAAP net income was $13.7 million, or $0.30 per diluted share, compared to GAAP net income in the second quarter 2024 of $8.0 million, or $0.17 per diluted share, and $48.7 million, or $1.05 per diluted share, of GAAP net income in the third quarter 2023.

 

Third quarter 2024 non-GAAP adjusted net income was $20.1 million, or $0.43 per diluted share, which excluded, net of tax, $3.1 million of acquisition-related intangible asset cost, $2.7 million non-cash mark-to-market investment value adjustment, $0.6 million in acquisition-related costs and a $0.2 million adjustment on restructuring charges. This compares to non-GAAP adjusted net income of $15.4 million, or $0.33 per diluted share, in the second quarter 2024 and $52.5 million, or $1.13 per diluted share, in the third quarter 2023.

 

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, 2024

 

GAAP net income

 

 

 

$

13,745

 

 

 

 

 

 

 

GAAP diluted earnings per share

 

 

 

$

0.30

 

 

 

 

 

 

 

Adjustments to reconcile net income to non-GAAP net income:

 

 

 

 

 

 

 

 

 

 

 

Amortization of acquisition-related intangible assets

 

 

 

 

3,130

 

 

 

 

 

 

 

Acquisition related cost

 

 

 

 

604

 

 

 

 

 

 

 

Restructuring charge

 

 

 

 

(157

)

 

 

 

 

 

 

Non-cash mark-to-market investment value adjustments

 

 

 

 

2,729

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP net income

 

 

 

$

20,051

 

 

 

 

 

 

 

Non-GAAP diluted earnings per share

 

 

 

$

0.43

 

 

 

 

 

 

 

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 2024 GAAP net income and non-GAAP adjusted net income was approximately $5.9 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 $0.13 per share for the third quarter 2024, compared to $0.07 and $0.06, respectively, for the second quarter 2024 and $0.10 for both in the third quarter 2023.

 

EBITDA (a non-GAAP measure), which represents earnings before net interest expense, income tax, depreciation and amortization, in third quarter 2024 was $46.9 million, or 13.4 percent of revenue, compared to $41.1 million, or 12.8 percent of revenue, in second quarter 2024 and $90.6 million, or 22.4 percent of revenue, in third quarter 2023. For a reconciliation of GAAP net income to EBITDA, see the table near the end of this release for further details.

 

For the third quarter 2024, net cash provided by operating activities was $54.4 million. Net cash flow was $49.4 million, including borrowing of $9.7 million of total debt. Free cash flow (a non-GAAP measure) was $39.4 million, which includes $15.0 million of capital expenditures.

 

Balance Sheet

As of September 30, 2024, the Company had approximately $325 million in cash and cash equivalents, restricted cash, and short-term investments. Total debt (including long-term and short-term) amounted to approximately $58 million and working capital was approximately $910 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 September 30, 2024.

 

Business Outlook

Gary Yu further commented, “For the fourth quarter of 2024, we expect revenue to be approximately $337 million, plus or minus 3 percent, representing a 3.7% sequential decrease at the mid-point, slightly better than typical seasonality. GAAP gross margin is expected to be 33.0 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 28.0 percent of revenue, plus or minus 1 percent. We expect net interest income to be approximately $2.5 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 fourth quarter are anticipated to be approximately 46.7 million.”

 

Amortization of acquisition-related intangible assets of $3.1 million, after tax, for previous acquisitions is not included in these non-GAAP estimates.

 

Conference Call

Diodes will host a conference call on Thursday, November 7, 2024 at 4:00 p.m. Central Time (5:00 p.m. Eastern Time) to discuss its third quarter financial results. Investors and analysts may join the conference call by dialing 1-888-596-4144, and international callers may join the teleconference by dialing +1-646-968-2525. The conference ID for the call is 5526238. A telephone replay of the call will be made available approximately two hours after the call and will remain available until November 14, 2024 at midnight Central Time. The replay number is 1-800-770-2030 with a pass code of 5526238 followed by the # key. International callers should dial +1-609-800-9909 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 fourth quarter of 2024, we expect revenue to be approximately $337 million plus or minus 3 percent; we expect GAAP gross margin to be 33.0 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 28.0 percent of revenue, plus or minus 1 percent; we expect non-GAAP net interest income to be approximately $2.5 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 fourth quarter are anticipated to be approximately 46.7 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.

 

© 2024 Diodes Incorporated. All Rights Reserved.

 


Company Contact:

 

Investor Relations Contact:

Diodes Incorporated

 

Shelton Group

Gurmeet Dhaliwal

 

Leanne Sievers

Director, IR & Corporate Marketing

 

President, Investor Relations

P: 408-232-9003

 

P: 949-224-3874

E: Gurmeet_Dhaliwal@diodes.com

 

E: lsievers@sheltongroup.com

 


DIODES INCORPORATED AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)

 

Three Months Ended

 

 

Nine Months Ended

 

 

September 30,

 

 

September 30,

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Net sales

$

350,079

 

 

$

404,647

 

 

$

971,822

 

 

$

1,339,040

 

Cost of goods sold

 

232,071

 

 

 

248,771

 

 

 

646,844

 

 

 

793,334

 

Gross profit

 

118,008

 

 

 

155,876

 

 

 

324,978

 

 

 

545,706

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

59,388

 

 

 

62,964

 

 

 

171,590

 

 

 

201,455

 

Research and development

 

33,691

 

 

 

34,068

 

 

 

100,844

 

 

 

101,911

 

Amortization of acquisition-related intangible assets

 

3,833

 

 

 

3,808

 

 

 

11,497

 

 

 

11,476

 

(Gain)loss on disposal of fixed assets

 

(571

)

 

 

-

 

 

 

(5,525

)

 

 

-

 

Restructuring charge

 

(211

)

 

 

2,566

 

 

 

8,039

 

 

 

2,566

 

Other operating (income)expense

 

1

 

 

 

(1,404

)

 

 

-

 

 

 

(1,570

)

Total operating expense

 

96,131

 

 

 

102,002

 

 

 

286,445

 

 

 

315,838

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from operations

 

21,877

 

 

 

53,874

 

 

 

38,533

 

 

 

229,868

 

 

 

 

 

 

 

 

 

 

 

 

 

Other (expense) income

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

4,532

 

 

 

4,507

 

 

 

13,383

 

 

 

8,503

 

Interest expense

 

(456

)

 

 

(898

)

 

 

(1,840

)

 

 

(5,219

)

Foreign currency gain(loss), net

 

(4,423

)

 

 

1,314

 

 

 

(2,652

)

 

 

(2,796

)

Unrealized gain(loss) on investments

 

(3,410

)

 

 

401

 

 

 

1,310

 

 

 

16,462

 

Other income

 

682

 

 

 

1,309

 

 

 

1,678

 

 

 

3,237

 

Total other income (expense)

 

(3,075

)

 

 

6,633

 

 

 

11,879

 

 

 

20,187

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes and noncontrolling interest

 

18,802

 

 

 

60,507

 

 

 

50,412

 

 

 

250,055

 

Income tax provision

 

3,619

 

 

 

10,674

 

 

 

9,799

 

 

 

44,514

 

Net income

 

15,183

 

 

 

49,833

 

 

 

40,613

 

 

 

205,541

 

Less net (income) attributable to noncontrolling interest

 

(1,438

)

 

 

(1,113

)

 

 

(4,830

)

 

 

(3,651

)

Net income attributable to common stockholders

$

13,745

 

 

$

48,720

 

 

$

35,783

 

 

$

201,890

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share attributable to common stockholders:

 

 

 

 

 

 

 

 

 

 

 

Basic

$

0.30

 

 

$

1.06

 

 

$

0.78

 

 

$

4.41

 

Diluted

$

0.30

 

 

$

1.05

 

 

 

0.77

 

 

$

4.36

 

Number of shares used in earnings per share computation:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

46,331

 

 

 

45,936

 

 

 

46,166

 

 

 

45,758

 

Diluted

 

46,442

 

 

 

46,320

 

 

 

46,378

 

 

 

46,296

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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, 2024:

 

 

 

 

Operating Expenses

 

 

Other (Income) Expense

 

 

Income Tax Provision

 

 

Net Income

 

Per-GAAP

 

 

 

 

 

 

 

 

 

 

 

 

$

13,745

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share (per-GAAP)

 

 

 

 

 

 

 

 

 

 

 

 

$

0.30

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjustments to reconcile net income to non-GAAP net income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of acquisition-related intangible assets

 

 

 

 

3,833

 

 

 

 

 

 

(703

)

 

 

3,130

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquisition related cost

 

 

 

 

765

 

 

 

 

 

 

(161

)

 

 

604

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restructuring charge

 

 

 

 

(211

)

 

 

 

 

 

54

 

 

 

(157

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-cash mark-to-market investment value adjustments

 

 

 

 

 

 

 

3,411

 

 

 

(682

)

 

 

2,729

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP

 

 

 

 

 

 

 

 

 

 

 

 

$

20,051

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted shares used in computing earnings per share

 

 

 

 

 

 

 

 

 

 

 

46,442

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP diluted earnings per share

 

 

 

 

 

 

 

 

 

 

 

 

$

0.43

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Note: Included in GAAP and non-GAAP adjusted net income was approximately $5.9 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 $0.13 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, 2023:

 

 

 

 

Operating Expenses

 

 

Other (Income) Expense

 

 

Income Tax Provision

 

 

Net Income

 

Per-GAAP

 

 

 

 

 

 

 

 

 

 

 

 

$

48,720

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share (per-GAAP)

 

 

 

 

 

 

 

 

 

 

 

 

$

1.05

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjustments to reconcile net income to non-GAAP net income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of acquisition-related intangible assets

 

 

 

 

3,807

 

 

 

 

 

 

(698

)

 

 

3,109

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-cash market-to-market investment value adjustments

 

 

 

 

 

 

 

(401

)

 

 

80

 

 

 

(321

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment gain

 

 

 

 

 

 

 

(1,136

)

 

 

227

 

 

 

(909

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restructuring Cost

 

 

 

 

2,566

 

 

 

 

 

 

(642

)

 

 

1,924

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP

 

 

 

 

 

 

 

 

 

 

 

 

$

52,523

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted shares used in computing earnings per share

 

 

 

 

 

 

 

 

 

 

 

46,320

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP diluted earnings per share

 

 

 

 

 

 

 

 

 

 

 

 

$

1.13

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Note: Included in GAAP and non-GAAP adjusted net income was approximately $4.7 million, net of tax, non-cash share-based compensation expense. Excluding share-based compensation expense, both GAAP and non-GAAP adjusted diluted earnings per share would have improved by $0.10 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 nine months ended September 30, 2024:

 

 

 

 

Operating Expenses

 

 

Other (Income) Expense

 

 

Income Tax Provision

 

 

Net Income

 

Per-GAAP

 

 

 

 

 

 

 

 

 

 

 

 

$

35,783

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share (per-GAAP)

 

 

 

 

 

 

 

 

 

 

 

 

$

0.77

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjustments to reconcile net income to non-GAAP net income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of acquisition-related intangible assets

 

 

 

 

11,497

 

 

 

 

 

 

(2,109

)

 

 

9,388

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Officer retirement

 

 

 

 

644

 

 

 

 

 

 

(135

)

 

 

509

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquisition related cost

 

 

 

 

765

 

 

 

 

 

 

(161

)

 

 

604

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restructuring charge

 

 

 

 

8,039

 

 

 

789

 

 

 

(1,741

)

 

 

7,087

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-cash mark-to-market investment value adjustments

 

 

 

 

 

 

 

(1,310

)

 

 

262

 

 

 

(1,048

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Insurance recovery for manufacturing facility

 

 

 

 

(4,804

)

 

 

 

 

 

961

 

 

 

(3,843

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP

 

 

 

 

 

 

 

 

 

 

 

 

$

48,480

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted shares used in computing earnings per share

 

 

 

 

 

 

 

 

 

 

 

46,378

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP diluted earnings per share

 

 

 

 

 

 

 

 

 

 

 

 

$

1.05

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Note: Included in GAAP and non-GAAP income was approximately $12.7 million and $12.1 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 $0.29 per share and non-GAAP diluted earnings per share would have improved by $0.27 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, 2023:

 

 

 

 

Operating Expenses

 

 

Other (Income) Expense

 

 

Income Tax Provision

 

 

Net Income

 

Per-GAAP

 

 

 

 

 

 

 

 

 

 

 

 

$

201,890

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share (per-GAAP)

 

 

 

 

 

 

 

 

 

 

 

 

$

4.36

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjustments to reconcile net income to non-GAAP net income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of acquisition-related intangible assets

 

 

 

 

11,476

 

 

 

 

 

 

(2,105

)

 

 

9,371

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Officer retirement

 

 

 

 

2,788

 

 

 

 

 

 

(571

)

 

 

2,217

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-cash market-to-market investment value adjustments

 

 

 

 

 

 

 

(16,463

)

 

 

1,329

 

 

 

(15,134

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment gain

 

 

 

 

 

 

 

(1,136

)

 

 

227

 

 

 

(909

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restructuring Cost

 

 

 

 

2,566

 

 

 

 

 

 

(642

)

 

 

1,924

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP

 

 

 

 

 

 

 

 

 

 

 

 

$

199,359

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted shares used in computing earnings per share

 

 

 

 

 

 

 

 

 

 

 

46,296

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP diluted earnings per share

 

 

 

 

 

 

 

 

 

 

 

 

$

4.31

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Note: Included in GAAP and non-GAAP adjusted net income was approximately $18.5 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 $0.40 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.

Officer retirement – The Company excluded costs related to the retirement of two executives. 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.

Non-cash mark-to-market investment adjustments – The Company excluded 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.

Investment gain – The Company excluded the gain realized on the sale of an 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 third quarter of 2024 is a non-GAAP financial measure, which is calculated by subtracting capital expenditures from cash flow from operations. For the third quarter of 2024, FCF was $39.4 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,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Net income (per-GAAP)

 

$

13,745

 

 

$

48,720

 

 

$

35,783

 

 

$

201,890

 

Plus:

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

(4,076

)

 

 

(3,609

)

 

 

(11,543

)

 

 

(3,284

)

Income tax provision

 

 

3,619

 

 

 

10,674

 

 

 

9,799

 

 

 

44,514

 

Depreciation and amortization

 

 

33,650

 

 

 

34,827

 

 

 

102,299

 

 

 

102,723

 

EBITDA (non-GAAP)

 

$

46,938

 

 

$

90,612

 

 

$

136,338

 

 

$

345,843

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


DIODES INCORPORATED AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS

(Unaudited) (In thousands, except share and per share data)

 

 

 

September 30,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

311,864

 

 

$

315,457

 

Restricted Cash

 

 

5,220

 

 

 

3,026

 

Short-term investments

 

 

7,463

 

 

 

10,174

 

Accounts receivable, net of allowances of $10,461 and $5,641 at
September 30, 2024 and December 31, 2023, respectively

 

 

358,938

 

 

 

371,930

 

Inventories

 

 

482,038

 

 

 

389,774

 

Prepaid expenses and other

 

 

96,921

 

 

 

97,024

 

Total current assets

 

 

1,262,444

 

 

 

1,187,385

 

Property, plant and equipment, net

 

 

703,725

 

 

 

746,169

 

Deferred income tax

 

 

52,443

 

 

 

51,620

 

Goodwill

 

 

148,512

 

 

 

146,558

 

Intangible assets, net

 

 

53,698

 

 

 

63,937

 

Other long-term assets

 

 

168,560

 

 

 

171,990

 

Total assets

 

$

2,389,382

 

 

$

2,367,659

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Line of credit

 

$

35,704

 

 

$

40,685

 

Accounts payable

 

 

150,247

 

 

 

158,261

 

Accrued liabilities

 

 

161,880

 

 

 

179,674

 

Income tax payable

 

 

3,506

 

 

 

10,459

 

Current portion of long-term debt

 

 

1,446

 

 

 

4,419

 

Total current liabilities

 

 

352,783

 

 

 

393,498

 

Long-term debt, net of current portion

 

 

20,717

 

 

 

16,979

 

Deferred tax liabilities

 

 

11,600

 

 

 

13,662

 

Unrecognized tax benefits

 

 

34,035

 

 

 

34,035

 

Other long-term liabilities

 

 

86,938

 

 

 

99,808

 

Total liabilities

 

 

506,073

 

 

 

557,982

 

 

 

 

 

 

 

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; 46,330,932 and 45,938,382, issued and outstanding at September 30, 2024 and December 31, 2023, respectively

 

 

37,082

 

 

 

36,819

 

Additional paid-in capital

 

 

517,129

 

 

 

509,861

 

Retained earnings

 

 

1,711,057

 

 

 

1,675,274

 

Treasury stock, at cost, 9,288,420 and 9,286,862 shares held at September 30, 2024 and December 31, 2023

 

 

(338,100

)

 

 

(337,986

)

Accumulated other comprehensive loss

 

 

(115,584

)

 

 

(143,227

)

Total stockholders' equity

 

 

1,811,584

 

 

 

1,740,741

 

Noncontrolling interest

 

 

71,725

 

 

 

68,936

 

Total equity

 

 

1,883,309

 

 

 

1,809,677

 

Total liabilities and stockholders' equity

 

$

2,389,382

 

 

$

2,367,659

 

 

 

 

 

 

 

 

 


EX-99.2 3 diod-ex99_2.htm EX-99.2

Slide 1

Diodes Incorporated (DIOD) Plano, TX, USA Third Quarter 2024 Financial Results November 7, 2024 Exhibit 99.2


Slide 2

Safe Harbor Statement This presentation also contains non-GAAP measures. See the Company’s press release on November 7, 2024 titled, “Diodes Incorporated Reports Third Quarter Fiscal 2024 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. 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 fourth quarter of 2024, we expect revenue to be approximately $337 million plus or minus 3 percent; we expect GAAP gross margin to be 33.0 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 28.0 percent of revenue, plus or minus 1 percent; we expect non-GAAP net interest income to be approximately $2.5 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 fourth quarter are anticipated to be approximately 46.7 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.


Slide 3

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 65 Years in business 32 Consecutive yearsof profitability ~8400 Number ofemployees 1.7Bn Annual Revenue 2023 >42Bn >28K Number ofproducts (SKU)shipped in 2023 >50K Number ofcustomers 46% of 2023 product revenue from automotive/industrial Stock Symbol Number of units shippedin 2023 DIOD


Slide 4

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 2025+ Target:$1B Gross profit Gross Margin: 40%Revenue: $2.5B 2025+


Slide 5

Targeted Market Segment Goal Automotive Connected driving, comfort/style/safety, electrification/powertrain Industrial Embedded systems, precision controls, medical, clean energy, machine to machine, motor control, 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 ~60% of revenue ~40% of revenue (58% for Q3 2024) (42% for Q3 2024)


Slide 6

Profitability Growth Track record of Continued Outperformance Annual Revenue Gross Profit ($ in millions) ($ in millions) CAGR: 12% (2005 – 2023) CAGR: 13% (2005 - 2023)


Slide 7

Gross Margins and EPS Gross Margins (%) Non-GAAP EPS ($) CAGR: 22% (2012 - 2023)


Slide 8

3Q FY24 Highlights Automotive revenue grew 18% sequentially to 19% of product revenue $325 million in cash and cash equivalents*; Total debt approx. $58 million * Cash and cash equivalents, restricted cash and short-term investments Revenue increased 9.5% sequentially, above mid-point of guidance Global Point of Sales (POS) increased over 10% in Asia Guiding 4Q’24 revenue to be better than typical seasonality


Slide 9

3Q FY24 Performance $350.1M +9.5% Q-Q Revenue $118M GAAP Gross Profit +9.9% Q-Q 33.7% +10 bps Q-Q GAAP Gross Margin $0.43 +30% Q-Q Non-GAAP EPS $20.1M +30.5% Q-Q Non-GAAP Net Income $46.9M EBITDA 13.4% of Revenue $54.4M Cash Flow from Ops $325M/$58M Strong Balance Sheet Cash*/Debt 15.5% of Revenue * Cash and cash equivalents, restricted cash and short-term investments


Slide 10

Revenue Profile for Third Quarter 2024 By Channel Distribution Direct By Region Asia Pacific Europe Americas By End Market Computing Consumer Industrial Communications Automotive 18% 15% 25% 23% 19% 64% 36% 78% 15% 7%


Slide 11

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


Slide 12

Income Statement – Third Quarter 2024 ($ in millions, except EPS) 3Q23 2Q24 3Q24 Net sales 404.6 319.8 350.1 Gross profit (GAAP) 155.9 107.4 118.0 Gross profit margin % (GAAP) 38.5% 33.6% 33.7% Net income (GAAP) 48.7 8.0 13.7 Net income (non-GAAP) 52.5 15.4 20.1 Diluted EPS (non-GAAP) 1.13 0.33 0.43 Cash flow from operations 50.1 14.4 54.4 EBITDA (non-GAAP) 90.6 41.1 46.9


Slide 13

Balance Sheet ($ in millions) Dec 31, 2022 Dec 31, 2023 Sept 30, 2024 Cash* 348 329 325 Inventory 360 390 482 Current Assets 1,162 1,187 1,262 Total Assets 2,288 2,368 2,389 Total Debt 185 62 58 Total Liabilities 705 558 506 Total Equity 1,583 1,810 1,883 * Cash and cash equivalents, restricted cash and short-term investments


Slide 14

Revenue to be ~$337 million, +/- 3.0% better than typical seasonality GAAP gross margin of 33%, +/- 1% Non-GAAP operating expenses 28.0% of revenue, +/- 1%, which are GAAP operating expenses adjusted for amortization of acquisition-related intangible assets Net Interest income of ~$2.5 million Income tax rate to be 18.0%, +/- 3% Shares used to calculate diluted EPS approximately 46.7 million Amortization of $3.1 million, after tax, for previous acquisitions is not included in these non-GAAP estimates *Guidance as provided on November 7, 2024 Fourth Quarter 2024 Business Outlook


Slide 15

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 discrete solutions Investment for technology leadership in target products, fab processes, and advanced packaging Accelerate fab process and product qualifications


Slide 16

 


Slide 17

Reconciliation of Net Income to Adjusted Net Income For the three months ended September 30, 2024 (in thousands, except per share data) (unaudited) Note: Included in GAAP and non-GAAP adjusted net income was approximately $5.9 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 $0.13 per share.


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GAAP to Non-GAAP Reconciliation For the three months ended September 30, 2023 (in thousands, except per share data) (unaudited) Note: Included in GAAP and non-GAAP adjusted net income was approximately $4.7 million, net of tax, non-cash share-based compensation expense. Excluding share-based compensation expense, both GAAP and non-GAAP adjusted diluted earnings per share would have improved by $0.10 per share.

EX-99.3 4 diod-ex99_3.htm EX-99.3

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Diodes Incorporated (DIOD Plano, TX, USA Investor Relations November 7, 2024 Exhibit 99.3


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Safe Harbor Statement This presentation also contains non-GAAP measures. See the Company’s press release on November 7, 2024 titled, “Diodes Incorporated Reports Third Quarter Fiscal 2024 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. 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 fourth quarter of 2024, we expect revenue to be approximately $337 million plus or minus 3 percent; we expect GAAP gross margin to be 33.0 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 28.0 percent of revenue, plus or minus 1 percent; we expect non-GAAP net interest income to be approximately $2.5 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 fourth quarter are anticipated to be approximately 46.7 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.


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Management Representative Experience: President & CEO, Diodes Incorporated (2005 – 2023) Texas Instruments 27 years Senior Vice President of TI Worldwide Analog and Logic President of Texas Instruments – Asia Education Honorary Doctorate in Engineering National Cheng Kung University Doctorate and Master's Degree in Electrical Engineering, Texas Tech University Bachelor's Degree in Engineering,National Cheng Kung University – Taiwan Dr. Keh-Shew Lu Chairman and CEO


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Gary Yu President 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


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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 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


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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 65 Years in business 32 Consecutive yearsof profitability ~8400 Number ofemployees 1.7Bn Annual Revenue 2023 >42Bn >28K Number ofproducts (SKU)shipped in 2023 >50K Number ofcustomers 46% of 2023 product revenue from automotive/industrial Stock Symbol Number of units shippedin 2023 DIOD


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Investing for the Future 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) 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


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Global Organization Wuxi, China Shanghai,China Jhongli,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


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Our Sustainability Commitment 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


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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 2025+ Target:$1B Gross profit Gross Margin: 40%Revenue: $2.5B 2025+


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Profitability Growth Track record of Continued Outperformance Annual Revenue Gross Profit ($ in millions) ($ in millions) CAGR: 12% (2005 – 2023) CAGR: 13% (2005 - 2023)


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Gross Margins and EPS Gross Margins (%) Non-GAAP EPS ($) CAGR: 22% (2012 - 2023)


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Targeted Market Segment Goal Automotive Connected driving, comfort/style/safety, electrification/powertrain Industrial Embedded systems, precision controls, medical, clean energy, machine to machine, motor control, 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 ~60% of revenue ~40% of revenue (58% for Q3 2024) (42% for Q3 2024)


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Key Growth Areas Automotive and Industrial Driving Growth Automotive – 28% CAGR (2013 – 2023) Focused on connected driving, comfort, style, safety, and electrification Released 115 new automotive-compliant products in Q3 2024 Increased dollar content per car to $161 Industrial – 11% CAGR (2013 – 2023) Focused on embedded systems, networked systems, automation, motor controls, sensors, power management, and IIoT Building momentum for SiC Schottky diodes and MOSFETs Expanding content in automation, security, medical, clean energy generation and energy storage systems


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Total Solutions Provider Example: Embedded System Applications


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Automotive Applications Driving Growth 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 – 2023 CAGR: 28% Year Automotive - % of Total Product Revenue


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Automotive Opportunity Diodes’ Key Products $ / Car Automotive Motor Control $50.70 Connected Driving (Infotainment, Telematics & ADAS) $71.30 Powertrain, Electrification & Body Control Electronics $22.60 Lighting – Moving to LED $16.50 Total $161.20 Normalized to 2013 $ Content/Car Year


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Automotive Surround-View SuperCAM Platform Advanced Clock Gen, Clock Buffer, Crystal Oscillator, USB Power Switch, and Protection solutions for mission-critical need 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)


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Automotive Compliant USB Charging 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 up the opportunity to share portable equipment’s screen on interior display Diodes provides a system solution for USB charging including Port Controller, USB Muxes, Signal Switches, ReDrivers, Xtals, Power Management, and Protection. Automotive Compliant* product portfolio expansion is expanding the SAM further * AEC qualified, manufactured in IATF 16949 certified sites supporting PPAP documentation (if applicable) Diodes’ Key Products $ / per car Power Management $6.20 MOS/BJT $1.30 Diodes and Rectifiers $0.60 Timing and Connectivity $3.20 Total $11.30


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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 for smart meters Green power, Energy storage 2013 - 2023 CAGR: 11% Industrial Revenue Growth Net Sales Year


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IoT – Machine to Machine (M2M) Growth Opportunities: Power, Sensor, DC-DC Gate Driver, BJT, MOSFET XTAL and clock Packet switch, ReDriver, IO Expander, 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 Server On-Premise Edge Gateway AGV (Automated Guided Vehicle) AMR (Autonomous Mobile Robots) UAV (Unmanned Aerial Vehicle) 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


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Cloud Computing Accelerating 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


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Server Platform Solution Almost all of Server vendors are Diodes’ existing customers Diodes’ products are well positioned in this segment PCIe, USB, & SATA ReDrivers, Clock Buffer, Oscillator, I3C MUX, Level shifter, IO Expander, Bus Switch, QSPI MUX, Logic IC, MOSFET, LDO, TVS, DC-DC Diodes’ Key Products $ / Box Analog $6.90 Power Management $2.20 MOS/BJT $0.70 Timing and Connectivity $43.20 Total $53.00 Data Center – Blade Server


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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


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Sensor IoT Segment: Smart Home Smart Home Safety and Security Climate Control Consumer Electronics Lighting control 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 Growth Opportunities Power LED driver Xtal and clock Packet switch SoC MHzXtal MOSFET TVS NAND SDRAM Wi-Fi LED Drive Audio Amp Digital Assistant 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 AC-DC Audio Amp Wi-Fi Memory Ethernetport AC Power SoC DC-DC / LDO DC-DC / LDO Op Amp


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Communications - 5G Applications Focus Applications: Cloud Computing AI / Data Center Server Gateway Internet Gateway Fiber network Core Network, Cell Stations Small Cells Base Station Edge Computing Server Smart antenna Fiber network End Products Portables: Smartphone, Tablet Smart Car Consumer: VR/AR, Drone, IoT Telecom: 5G CPEs Embedded/Industrial


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Communications – 5G Distributed Unit Advanced Solution in Signal Integrity, Signal/Bus/Power Switches and IO Expanders for diversified networking applications Global Logistics provide cost-competitive solution with industry standard pin-outs and flexible package options Diodes' Key Products $ / Box Analog $12.00 Power Management & Discrete $3.00 Timing and Connectivity $23.00 Total $38.00


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Complete Platform Solution: Notebook DCDCConverter CPU PCH MOSFET LED Driver USB 2.0Switch A/V Codec DDRRegulator LDO Analog Switch TVS USB 3.0ReDriver CrossbarSwitch Vcore DCDC Controller Sleep / Charge Detect VideoSwitch MCU USB3 /DP Switch LSP Con LCDPanel TVS DP-to-VGAConverter VideoSwitch TVS HDMIReDriver SATA / PCIeReDriver HDD / SSD USB2 / 3Switch USBPower Switch TVS Docking Sub-system DDR4 DIMM 3DCamera LDO USB3ReDriver UART D+, D- Memory Bus DP0..3 Tx, Rx I2C D+, D- D+, D- AUXHPD+AUXHPD- SATA / PCIe DDI USB3.0 eDP1.3 DP1.2b HDMI 1.4 TVS LANSwitch MOSFET AudioAmplifier Sensor DCDC LDO Logic Sensor TVS USB Switch LED Driver Timing Signal Integrity Switching Connectivity Audio SBR ACDC Std Linear High-Speed Serial Connectivity SBR Diode Diode DP/LAN Mux Clock Buffer ACDC External Adapter / Charger MOSFET / SBR TVS, LDO,Thyristor Bridge Rectifier TVS Thyristor Bridge Rectifier


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Technology Focus Products eUSB/USB repeater and Ultra Low Cj TVS for signal integrity Automotive Packet Switch for Telematics / ADAS, high voltage LDO and DCDC products Complete USB-C / Power Delivery Solutions Low jitter timing solution for cloud computing High precision high bandwidth standard analog Ultra low power and low noise LDOs for IoT Lowest RDS(ON) LDMOS for battery efficiency IntelliFET - self-protected power switches Comprehensive MOSFETs (8V to 800V) SiC Schottky Diodes and SiC MOSFET 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 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


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Assembly and Test Efficient Manufacturing + Superior Processes China: Shanghai, Chengdu, and Wuxi Taiwan: Jhongli 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


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Revenue Profile for Third Quarter 2024 By Channel Distribution Direct By Region Asia Pacific Europe Americas By End Market Computing Consumer Industrial Communications Automotive 18% 15% 25% 23% 19% 64% 36% 78% 15% 7%


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Income Statement – Third Quarter 2024 ($ in millions, except EPS) 3Q23 2Q24 3Q24 Net sales 404.6 319.8 350.1 Gross profit (GAAP) 155.9 107.4 118.0 Gross profit margin % (GAAP) 38.5% 33.6% 33.7% Net income (GAAP) 48.7 8.0 13.7 Net income (non-GAAP) 52.5 15.4 20.1 Diluted EPS (non-GAAP) 1.13 0.33 0.43 Cash flow from operations 50.1 14.4 54.4 EBITDA (non-GAAP) 90.6 41.1 46.9


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Balance Sheet ($ in millions) Dec 31, 2022 Dec 31, 2023 Sept 30, 2024 Cash* 348 329 325 Inventory 360 390 482 Current Assets 1,162 1,187 1,262 Total Assets 2,288 2,368 2,389 Total Debt 185 62 58 Total Liabilities 705 558 506 Total Equity 1,583 1,810 1,883 * Cash and cash equivalents, restricted cash and short-term investments


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Revenue to be ~$337 million, +/- 3.0% better than typical seasonality GAAP gross margin of 33%, +/- 1% Non-GAAP operating expenses 28.0% of revenue, +/- 1%, which are GAAP operating expenses adjusted for amortization of acquisition-related intangible assets Net Interest income of ~$2.5 million Income tax rate to be 18.0%, +/- 3% Shares used to calculate diluted EPS approximately 46.7 million Amortization of $3.1 million, after tax, for previous acquisitions is not included in these non-GAAP estimates *Guidance as provided on November 7, 2024 Fourth Quarter 2024 Business Outlook


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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 power discrete products Investment for technology leadership in target products, fab processes, and advanced packaging Accelerate fab process and product qualifications


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